Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 08, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Builders FirstSource, Inc. | ||
Entity Central Index Key | 1,316,835 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | BLDR | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 629.9 | ||
Entity Common Stock, Shares Outstanding | 110,073,332 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Sales | $ 3,564,425 | $ 1,604,096 | $ 1,489,892 |
Cost of sales | 2,662,967 | 1,247,099 | 1,169,972 |
Gross margin | 901,458 | 356,997 | 319,920 |
Selling, general and administrative expenses | 810,841 | 306,979 | 271,878 |
Income from operations | 90,617 | 50,018 | 48,042 |
Interest expense, net | 109,199 | 30,349 | 89,638 |
Income (loss) from continuing operations before income taxes | (18,582) | 19,669 | (41,596) |
Income tax expense | 4,387 | 1,111 | 769 |
Income (loss) from continuing operations | (22,969) | 18,558 | (42,365) |
Income (loss) from discontinued operations (net of income tax expense of $0 in 2015, 2014 and 2013) | 138 | (408) | (326) |
Net income (loss) | (22,831) | 18,150 | (42,691) |
Comprehensive income (loss) | $ (22,831) | $ 18,150 | $ (42,691) |
Basic net income (loss) per share: | |||
Income (loss) from continuing operations | $ (0.22) | $ 0.19 | $ (0.44) |
Income (loss) from discontinued operations | 0 | 0 | 0 |
Net income (loss) | (0.22) | 0.19 | (0.44) |
Diluted net income (loss) per share: | |||
Income (loss) from continuing operations | (0.22) | 0.18 | (0.44) |
Income (loss) from discontinued operations | 0 | 0 | 0 |
Net income (loss) | $ (0.22) | $ 0.18 | $ (0.44) |
Weighted average common shares outstanding: | |||
Basic | 103,190 | 98,050 | 96,449 |
Diluted | 103,190 | 100,522 | 96,449 |
CONSOLIDATED STATEMENTS OF OPE3
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Income tax expense on loss from discontinued operations | $ 0 | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 65,063 | $ 17,773 |
Accounts receivable, less allowances of $8,049 and $3,153 for 2015 and 2014, respectively | 528,544 | 140,064 |
Other receivables | 57,778 | 24,070 |
Inventories, net | 513,045 | 138,156 |
Other current assets | 29,899 | 11,477 |
Total current assets | 1,194,329 | 331,540 |
Property, plant and equipment, net | 734,329 | 75,679 |
Assets held for sale | 5,585 | 1,395 |
Goodwill | 739,625 | 139,774 |
Intangible assets, net | 189,604 | 17,228 |
Other assets, net | 18,566 | 8,449 |
Total assets | 2,882,038 | 574,065 |
Current liabilities: | ||
Checks outstanding | 46,833 | |
Accounts payable | 365,347 | 74,427 |
Accrued liabilities | 293,905 | 67,666 |
Current maturities of long-term debt and lease obligations | 29,153 | 30,074 |
Total current liabilities | 735,238 | 172,167 |
Long-term debt and lease obligations, net of current maturities, debt discount, and deferred loan costs | 1,922,518 | 344,829 |
Deferred income taxes | 11,502 | 6,441 |
Other long-term liabilities | 63,585 | 10,428 |
Total liabilities | $ 2,732,843 | $ 533,865 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value, 10,000 shares authorized; zero shares issued and outstanding at December 31, 2015 and 2014 | ||
Common stock, $0.01 par value, 200,000 shares authorized; 109,726 and 98,226 shares issued and outstanding at December 31, 2015 and 2014, respectively | $ 1,097 | $ 982 |
Additional paid-in capital | 511,802 | 380,091 |
Accumulated deficit | (363,704) | (340,873) |
Total stockholders’ equity | 149,195 | 40,200 |
Total liabilities and stockholders’ equity | $ 2,882,038 | $ 574,065 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Allowances on trade accounts receivable | $ 8,049 | $ 3,153 |
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 | 200,000,000 | 200,000,000 |
Common stock, shares issued | 109,726,000 | 98,226,000 |
Common stock, shares outstanding | 109,726,000 | 98,226,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (22,831) | $ 18,150 | $ (42,691) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 58,280 | 9,519 | 9,305 |
Asset impairments | 2,114 | ||
Amortization and write-off of deferred loan costs | 18,630 | 2,432 | 4,067 |
Amortization and write-off of debt discount | 299 | 7,794 | |
Fair value adjustment of stock warrants | 4,563 | (456) | 1,502 |
Deferred income taxes | 3,287 | 524 | 917 |
Bad debt, net of recoveries | 2,285 | (274) | 900 |
Net non-cash income from discontinued operations | (195) | ||
Stock compensation expense | 6,848 | 6,157 | 4,245 |
Net gain on sales of assets | (801) | (114) | (284) |
Changes in assets and liabilities, net of assets acquired and liabilities assumed: | |||
Receivables | 74,089 | 1,113 | (25,592) |
Inventories | 46,854 | (9,103) | (14,637) |
Other current assets | (6,320) | (4,791) | (1,116) |
Other assets and liabilities | 5,314 | (660) | (1,344) |
Accounts payable and checks outstanding | (45,286) | (5,410) | 1,332 |
Accrued liabilities | 29,709 | 10,406 | 8,221 |
Net cash provided by (used in) operating activities | 177,034 | 27,493 | (47,576) |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (43,811) | (25,716) | (15,051) |
Proceeds from sale of property, plant and equipment | 4,275 | 213 | 2,592 |
Cash used for acquisitions, net | (1,468,511) | (69,337) | |
Decrease in restricted cash | 13,030 | ||
Net cash provided by (used in) investing activities | (1,508,047) | (94,840) | 571 |
Cash flows from financing activities: | |||
Borrowings under revolving credit facility | 320,000 | 30,000 | 30,000 |
Payments under revolving credit facility | (290,000) | (30,000) | |
Proceeds from issuance of notes | 700,000 | 350,000 | |
Proceeds from term loan | 594,000 | ||
Repayments of long-term debt and other loans | (4,213) | (67) | (364,778) |
Payments of loan costs | (58,525) | (34) | (15,634) |
Payment of recapitalization costs | (37) | ||
Proceeds from public offering of common stock, net of issuance costs | 111,309 | ||
Exercise of stock options | 6,718 | 1,831 | 1,754 |
Repurchase of common stock | (986) | (1,306) | (1,036) |
Net cash provided by (used in) financing activities | 1,378,303 | 30,424 | (29,731) |
Net increase (decrease) in cash and cash equivalents | 47,290 | (36,923) | (76,736) |
Cash and cash equivalents at beginning of period | 17,773 | 54,696 | 131,432 |
Cash and cash equivalents at end of period | $ 65,063 | $ 17,773 | $ 54,696 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid in Capital | Accumulated Deficit |
Balance, beginning at Dec. 31, 2012 | $ 48,096 | $ 957 | $ 363,471 | $ (316,332) |
Balance, beginning shares at Dec. 31, 2012 | 96,916 | |||
Issuance of restricted stock, net of forfeitures | 32 | |||
Vesting of restricted stock | $ 7 | (7) | ||
Stock compensation expense | 4,245 | 4,245 | ||
Exercise of stock options | 1,754 | $ 5 | 1,749 | |
Exercise of stock options, shares | 543 | |||
Exercise of stock warrants | 5,000 | $ 6 | 4,994 | |
Exercise of stock warrants, shares | 579 | |||
Repurchase of common stock | (1,036) | $ (2) | (1,034) | |
Repurchase of common stock, shares | (165) | |||
Comprehensive income (loss): | ||||
Net income (loss) | (42,691) | (42,691) | ||
Total comprehensive income (loss) | (42,691) | |||
Balance, ending at Dec. 31, 2013 | 15,368 | $ 973 | 373,418 | (359,023) |
Balance, ending shares at Dec. 31, 2013 | 97,905 | |||
Vesting of restricted stock | $ 6 | (6) | ||
Stock compensation expense | 6,157 | 6,157 | ||
Exercise of stock options | 1,831 | $ 5 | 1,826 | |
Exercise of stock options, shares | 492 | |||
Repurchase of common stock | (1,306) | $ (2) | (1,304) | |
Repurchase of common stock, shares | (171) | |||
Comprehensive income (loss): | ||||
Net income (loss) | 18,150 | 18,150 | ||
Total comprehensive income (loss) | 18,150 | |||
Balance, ending at Dec. 31, 2014 | $ 40,200 | $ 982 | 380,091 | (340,873) |
Balance, ending shares at Dec. 31, 2014 | 98,226 | 98,226 | ||
Issuance of common stock from public offering, net of issuance costs | $ 111,309 | $ 92 | 111,217 | |
Issuance of common stock from public offering, net of issuance costs, shares | 9,200 | |||
Vesting of restricted stock units, shares | 495 | |||
Vesting of restricted stock units | $ 5 | (5) | ||
Stock compensation expense | 6,848 | 6,848 | ||
Exercise of stock options | $ 6,718 | $ 14 | 6,704 | |
Exercise of stock options, shares | 1,388 | 1,388 | ||
Exercise of stock warrants | $ 7,937 | $ 6 | 7,931 | |
Exercise of stock warrants, shares | 569 | |||
Repurchase of common stock | (986) | $ (2) | (984) | |
Repurchase of common stock, shares | (152) | |||
Comprehensive income (loss): | ||||
Net income (loss) | (22,831) | (22,831) | ||
Total comprehensive income (loss) | (22,831) | |||
Balance, ending at Dec. 31, 2015 | $ 149,195 | $ 1,097 | $ 511,802 | $ (363,704) |
Balance, ending shares at Dec. 31, 2015 | 109,726 | 109,726 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of the Business | 1. Description of the Business Builders FirstSource, Inc., a Delaware corporation formed in 1998, is a leading supplier of building materials, manufactured components and construction services to professional contractors, sub-contractors, and consumers. Following our acquisition of ProBuild Holdings LLC (“ProBuild”) in July 2015, the company operates locations in 40 states across the United States. In this annual report, references to the “Company,” “we,” “our,” “ours” or “us” refer to Builders FirstSource, Inc. and its consolidated subsidiaries (including ProBuild as of July 31, 2015), unless otherwise stated or the context otherwise requires. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Balance Sheet Reclassification Certain prior period amounts have been reclassified to conform to the current year presentation due to the ProBuild acquisition and the adoption of updated accounting guidance. The accompanying consolidated balance sheet as of December 31, 2014 has been recast to present deferred loan costs associated with term debt as a reduction to long-term debt instead of a component of other assets. In the accompanying condensed consolidated balance sheet as of December 31, 2014, $9.0 million has been reclassified from other assets to long-term debt. Deferred loan costs associated with revolving debt arrangements continue to be presented as a component of other assets. Previously the Company presented all deferred loan costs as a component of other assets. This change in accounting principle was made in accordance with the updated guidance issued by the Financial Standards Accounting Board (“FASB”) described below under “Recently Issued Accounting Pronouncements”. This update had no impact on guidance relating to the recognition and measurement of deferred loan costs. Principles of Consolidation The consolidated financial statements present the results of operations, financial position, and cash flows of Builders FirstSource, Inc. and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. Estimates are used when accounting for items such as revenue, vendor rebates, allowance for returns, discounts and doubtful accounts, employee compensation programs, depreciation and amortization periods, income taxes, inventory values, insurance programs, goodwill, other intangible assets and long-lived assets. Sales Recognition We recognize sales of building products upon delivery to the customer. For contracts with service elements, sales are generally recognized on the completed contract method as these contracts are usually completed within 30 days with the percentage of completion method applied on a limited basis to certain contracts. Percentage of completion revenue represents less than 2% of our consolidated sales for each year presented. Contract costs include all direct material and labor, equipment costs and those indirect costs related to contract performance. Provisions for estimated losses on uncompleted contracts are recognized in the period in which such losses are determined. Prepayments for materials or services are deferred until such materials have been delivered or services have been provided. All sales recognized are net of allowances for discounts and estimated returns, based on historical experience. We present all sales tax on a net basis in our consolidated financial statements. The Company records sales incentives provided to customers as a reduction of revenue. Cash and Cash Equivalents & Checks Outstanding Cash and cash equivalents consist of cash on hand and all highly liquid investments with an original maturity date of three months or less. Also included in cash and cash equivalents are proceeds due from credit card transactions that generally settle within two business days. We maintain cash at financial institutions in excess of federally insured limits. Further, we maintain various banking relationships with different financial institutions. Accordingly, when there is a negative book cash balance resulting from outstanding checks that had not yet been paid by any single financial institution; they are reflected in checks outstanding on the accompanying consolidated balance sheets. Financial Instruments We use financial instruments in the normal course of business as a tool to manage our assets and liabilities. We do not hold or issue financial instruments for trading purposes. We issued detachable warrants in 2011, which were measured at fair value on a recurring basis until exercised in 2015 as discussed in Note 8. Accounts Receivable We extend credit to qualified professional homebuilders and contractors, in many cases on a non-collateralized basis. Accounts receivable potentially expose us to concentrations of credit risk. Because our customers are dispersed among our various markets, our credit risk to any one customer or state economy is not significant. Our customer mix is a balance of large national homebuilders, regional homebuilders, local homebuilders and repair and remodeling contractors. For the year ended December 31, 2015, our top 10 customers accounted for approximately 17.0% of our sales, and no single customer accounted for more than 5% of sales. The allowance for doubtful accounts is based on management’s assessment of the amount which may become uncollectible in the future and is estimated using specific review of problem accounts, overall portfolio quality, current economic conditions that may affect the borrower’s ability to pay, and historical experience. Accounts receivable are written off when deemed uncollectible. Other receivables consist primarily of vendor rebates receivable. We also establish reserves for credit memos and customer returns. The reserve balance was $3.8 million, $1.4 million, and $1.2 million at December 31, 2015, 2014, and 2013, respectively. The activity in this reserve was not significant for each year presented. Accounts receivable consisted of the following at December 31: 2015 2014 (In thousands) Accounts Receivable $ 536,593 $ 143,217 Less: allowance for returns and doubtful accounts 8,049 3,153 Accounts receivable, net $ 528,544 $ 140,064 The following table shows the changes in our allowance for doubtful accounts: 2015 2014 2013 (In thousands) Balance at January 1, $ 1,734 $ 2,413 $ 1,864 Additions 2,285 (274 ) 900 Deductions (write-offs, net of recoveries) 226 (405 ) (351 ) Balance at December 31, $ 4,245 $ 1,734 $ 2,413 Inventories Inventories consist principally of materials purchased for resale, including lumber, sheet goods, windows, doors and millwork, as well as certain manufactured products and are stated at the lower of cost or market. Cost is determined using the weighted average method, the use of which approximates the first-in, first-out method. We accrue for shrink based on the actual historical shrink results of our most recent physical inventories adjusted, if necessary, for current economic conditions. These estimates are compared with actual results as physical inventory counts are taken and reconciled to the general ledger. During the year, we monitor our inventory levels by market and record provisions for excess inventories based on slower moving inventory. We define potential excess inventory as the amount of inventory on hand in excess of the historical usage, excluding special order items purchased in the last six months. We then apply our judgment as to forecasted demand and other factors, including liquidation value, to determine the required adjustments to net realizable value. Our inventories are generally not susceptible to technological obsolescence. Our arrangements with vendors provide for rebates of a specified amount of consideration, payable when certain measures, generally related to a stipulated level of purchases, have been achieved. We account for estimated rebates as a reduction of the prices of the vendor’s inventory until the product is sold, at which time such rebates reduce cost of sales in the accompanying consolidated statements of operations and comprehensive loss. Throughout the year we estimate the amount of the rebates based upon the expected level of purchases. We continually revise these estimates based on actual purchase levels. We source products from a large number of suppliers. No materials purchased from any single supplier represented more than 7% of our total materials purchased in 2015. Shipping and Handling Costs Handling costs incurred in manufacturing activities are included in cost of sales. All other shipping and handling costs are included in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income (loss) and totaled $171.9 million, $79.7 million and $71.1 million in 2015, 2014 and 2013, respectively. Income Taxes We account for income taxes utilizing the liability method described in the Income Taxes Warranty Expense We have warranty obligations with respect to most manufactured products; however, the liability for the warranty obligations is not significant as a result of third-party inspection and acceptance processes. Deferred Loan Costs and Debt Discount Loan costs are capitalized upon the issuance of long-term debt and amortized over the life of the related debt. Loan costs associated with term debt are presented as a reduction to long-term debt. Loan costs associated with revolving debt arrangements are presented as a component of other assets. Loan costs incurred in connection with revolving debt arrangements are amortized using the straight-line method. Loan costs incurred in connection with term debt are generally amortized using the effective interest method. Debt discount is amortized over the life of the related debt using the effective interest method. Amortization of deferred loan costs and the debt discount are included in interest expense. Upon changes to our debt structure, we evaluate debt issuance costs in accordance with the Debt Property, Plant and Equipment Property, plant and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets. The estimated lives of the various classes of assets are as follows: Buildings and improvements 20 to 40 years Machinery and equipment 3 to 10 years Furniture and fixtures 3 to 5 years Leasehold improvements The shorter of the estimated useful life or the remaining lease term Major additions and improvements are capitalized, while maintenance and repairs that do not extend the useful life of the property are charged to expense as incurred. Gains or losses from dispositions of property, plant and equipment are recorded in the period incurred. We also capitalize certain costs of computer software developed or obtained for internal use, including interest, provided that those costs are not research and development, and certain other criteria are met. Internal use computer software costs are included in machinery and equipment and generally depreciated using the straight-line method over the estimated useful lives of the assets, generally three years. We periodically evaluate the commercial and strategic operation of the land, related buildings and improvements of our facilities. In connection with these evaluations, some facilities may be consolidated, and others may be sold or leased. Nonoperating assets primarily related to land and building real estate assets associated with location closures that are actively being marketed for sale within a year are classified as assets held for sale and recorded at fair value, usually the quoted market price obtained from an independent third-party less the cost to sell. Until the assets are sold, an estimate of the fair value is reassessed at each reporting period. Net gains or losses related to the sale of real estate and equipment or impairment adjustments related to assets held for sale are recorded as selling, general and administrative expenses. Long-Lived Assets We evaluate our long-lived assets, other than goodwill, for impairment when events or changes in circumstances indicate, in our judgment, that the carrying value of such assets may not be recoverable. The determination of whether or not impairment exists is based on our estimate of undiscounted future cash flows before interest attributable to the assets as compared to the net carrying value of the assets. If impairment is indicated, the amount of the impairment recognized is determined by estimating the fair value of the assets based on estimated discounted future cash flows and recording a provision for loss if the carrying value is greater than estimated fair value. The net carrying value of assets identified to be disposed of in the future is compared to their estimated fair value, usually the quoted market price obtained from an independent third-party less the cost to sell, to determine if impairment exists. Until the assets are disposed of, an estimate of the fair value is reassessed when related events or circumstances change. Asset impairment charges are presented in the consolidated statements of operations and comprehensive income (loss) for the respective years. Insurance We have established insurance programs to cover certain insurable risks consisting primarily of physical loss to property, business interruptions resulting from such loss, workers’ compensation, employee healthcare, and comprehensive general and auto liability. Third party insurance coverage is obtained for exposures above predetermined deductibles as well as for those risks required to be insured by law or contract. Provisions for losses are developed from valuations that rely upon our past claims experience, which considers both the frequency and settlement of claims. We discount our workers’ compensation liability based upon estimated future payment streams at our risk-free rate. Net Income (Loss) per Common Share Net income (loss) per common share, or earnings per share (“EPS”), is calculated in accordance with the Earnings per Share The table below presents a reconciliation of weighted average common shares used in the calculation of basic and diluted EPS for the years ended December 31: 2015 2014 2013 (In thousands) Weighted average shares for basic EPS 103,190 98,050 96,449 Dilutive effect of options, warrants, and RSUs — 2,472 — Weighted average shares for diluted EPS 103,190 100,522 96,449 Our restricted stock shares include rights to receive dividends that are not subject to the risk of forfeiture even if the underlying restricted stock shares on which the dividends were paid do not vest. In accordance with the Earnings Per Share For the purpose of computing diluted EPS, options to purchase 4,998,000 shares of common stock and 1,516,000 restricted stock units (“RSUs”) were not included in the computation of diluted EPS for 2015 because their effect was anti-dilutive. Incremental shares attributable to average warrants outstanding during 2015 were not included in the computation of diluted EPS for 2015 as their effect was anti-dilutive. There were no warrants outstanding at December 31, 2015 as all of the remaining warrants were exercised in April 2015. Weighted average shares outstanding have been adjusted for common shares underlying 6,246,000 options, 700,000 warrants, and 1,855,000 restricted stock units (“RSUs”) for 2014. In addition, $0.5 million of income due to fair value adjustments related to the warrants was excluded from net income in the computation of diluted EPS for 2014. Options to purchase 4,933,000 shares of common stock were not included in the computations of diluted EPS in 2013 because their effect was anti-dilutive. Warrants to purchase 700,000 shares of common stock were not included in the computations of diluted EPS in 2013 because their effect was anti-dilutive. Goodwill and Other Intangible Assets Intangibles subject to amortization We recognize an acquired intangible asset apart from goodwill whenever the intangible asset arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented, or exchanged, either individually or in combination with a related contract, asset or liability. Impairment losses are recognized if the carrying value of an intangible asset subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its estimated fair value. Goodwill We recognize goodwill as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. Goodwill is tested for impairment on an annual basis and between annual tests whenever impairment is indicated. This annual test takes place as of December 31 each year. Impairment losses are recognized whenever the implied fair value of goodwill is less than its carrying value. Stock-based Compensation We have four stock-based employee compensation plans, which are described more fully in Note 10. We issue new common stock shares upon exercises of stock options, grants of restricted stock, and vesting of RSUs. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions for the year ended December 31: 2015 2014 Expected life 6.0 years 5.8 years Expected volatility 75.2% 92.1% Expected dividend yield 0.00% 0.00% Risk-free rate 1.75% 1.83% The expected life represents the period of time the options are expected to be outstanding. We used the simplified method for determining the expected life assumption due to limited historical exercise experience on our stock options. The expected volatility is based on the historical volatility of our common stock over the most recent period equal to the expected life of the option. 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 expected life of the options. We did not grant any stock option awards in 2013. Fair Value The Fair Value Measurements and Disclosures Level 1 — unadjusted quoted prices for identical assets or liabilities in active markets accessible by us Level 2 — inputs that are observable in the marketplace other than those inputs classified as Level 1 Level 3 — inputs that are unobservable in the marketplace and significant to the valuation If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. The only financial instruments measured at fair value on a recurring basis were our warrants as discussed in Note 8. We have elected to report the value of our 7.625% senior secured notes due 2021 (“2021 notes”), our 10.75% senior unsecured notes due 2023 (“2023 notes”), and the $600.0 million term loan credit agreement (“2015 term loan”) at amortized cost. The fair values of the 2021 notes, the 2023 notes, and the 2015 term loan at December 31, 2015 were approximately $372.3 million, $698.3 million and $591.1 million respectively, and were determined using Level 2 inputs based on market prices. Supplemental Cash Flow Information Supplemental cash flow information was as follows for the years ended December 31: 2015 2014 2013 (In thousands) Cash payments for interest $ 55,028 $ 28,338 $ 78,232 Cash payments for income taxes 1,409 456 407 Discontinued Operations When we exit a market entirely and have no continuing involvement in such operations, we classify the exit as discontinued operations. In the second quarter of 2009, we announced our intent to exit the entire Ohio market based upon several factors, including the unfavorable conditions that affected our industry and a poor competitive position which prevented us from generating profitable results. Upon completing our exit plan in the second quarter of 2009 the cessation of these operations was treated as discontinued operations as they had distinguishable cash flow and operations that have been eliminated from our ongoing operations. There have been no additional exit activities that have been classified as discontinued operations in 2015, 2014, or 2013. Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. It consists of net income (loss) and other gains and losses affecting stockholders’ equity that, under GAAP, are excluded from net income. We had no items of other comprehensive income (loss) for the years ended December 31, 2015, 2014, and 2013. Recently Issued Accounting Pronouncements In February 2016, the FASB issued an update to the existing guidance under Leases Under the new guidance, lessees will be required to recognize the following for all leases, with the exception of short-term leases, at the commencement date: (1) a lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. This update requires a modified retrospective transition as of the beginning of the earliest comparative period presented in the financial statements. This update is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. In November 2015, the FASB issued an update to the existing guidance under the Income Taxes In September 2015, the FASB issued an update to the existing guidance under the Business Combinations In July 2015 the FASB issued an update to the existing guidance under the Inventory In April 2015 the FASB issued an update to the existing guidance under the Interest In January 2015 the FASB issued an update to the existing guidance under the Income Statement In August 2014, the FASB issued an update to the existing guidance under the Presentation of Financial Statements In May 2014, the FASB issued an update to the existing guidance under the Revenue Recognition |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions On June 30, 2014 the Company acquired certain assets and the operations of Slone Lumber Company, Inc. (“Slone”) for $8.7 million in cash (including certain adjustments). Based in Houston, Texas, Slone is a full-line building materials supplier. Slone’s product offerings include lumber, engineered beams, interior and exterior door units, moulding, trim, and cabinets. Slone also offers installation services on exterior doors, shutters, and cabinets. On July 31, 2014 the Company acquired certain assets and the operations of West Orange Lumber Company, Inc. (“West Orange”) for $9.8 million in cash (including certain adjustments). Based in Groveland, Florida, West Orange supplies lumber, roof and floor trusses, custom windows and doors, as well as installation services, to both residential homebuilders and commercial contractors in central Florida. On August 6, 2014 the Company acquired certain assets and the operations of Truss Rite, LLC (“Truss Rite”) for $14.6 million in cash (including certain adjustments). Based in Sherman, Texas Truss Rite primarily manufactures wood roof and floor trusses for large multi-family and commercial projects throughout Texas and parts of Oklahoma. Truss Rite predominately serves developers and general contractors in the multi-family residential housing sector. On October 1, 2014 the Company acquired certain assets and the operations of Trim Tech of Austin, Inc. (“Trim Tech”) for $19.4 million in cash (including certain adjustments). Trim Tech is based in Hutto, Texas, which is approximately 30 miles north of downtown Austin. Trim Tech is a turn-key supplier of custom cabinets, interior and exterior doors, stair parts, and custom millwork and molding. On December 22, 2014 the Company acquired certain assets and the operations of Empire Truss, Ltd. (“Empire”) for $16.8 million in cash (including certain adjustments). Empire is a Texas-based manufacturer of custom designed roof trusses and floor trusses, and a distributor of engineered wood products with its primary operations located in Huntsville, Texas, approximately 65 miles north of downtown Houston. Empire’s primary focus is on multi-family and light commercial customers. On February 9, 2015, the Company acquired certain assets and the operations of Timber Tech Texas, Inc. and its affiliates (“Timber Tech”) for $5.8 million in cash (including certain adjustments). Timber Tech is based in Cibolo, Texas, which is approximately 25 miles northeast of downtown San Antonio. Timber Tech is a manufacturer of roof trusses, floor trusses, wall panels and sub-components, as well as a supplier of glue laminated timber and veneer lumber beams. On July 31, 2015, the Company acquired all of the operating affiliates of ProBuild through the purchase of all issued and outstanding equity interests in ProBuild for $1.63 billion in cash, subject to certain adjustments. The purchase price was funded by the net proceeds received from the financing transactions described in Note 8. Previously headquartered in Denver, Colorado, ProBuild is one of the nation’s largest professional building materials suppliers. As a result of the ProBuild acquisition, the Company has a greater diversification of products and services and a significantly improved geographic footprint. These acquisitions were accounted for by the acquisition method, and accordingly the results of operations were included in the Company’s consolidated financial statements from the acquisition date. The purchase price was allocated to the assets acquired 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. All final purchase accounting adjustments related to these acquisitions, which primarily reflect adjustments to the ProBuild acquisition for the final purchase price adjustment and other adjustments refining the methodology and assumptions associated with the intangible asset valuations, have been recorded as of December 31, 2015. These adjustments did not have a material impact in the accompanying consolidated statements of operations and comprehensive income (loss) for the current or previous reporting periods. The fair value of acquired intangible assets of $184.5 million, primarily related to tradenames, customer relationships and lease contract intangibles, was estimated by applying an income approach. That measure is 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, royalty rates, attrition rates and discount rates. We incurred acquisition related costs of $20.9 million and $0.6 million in costs related to these acquisitions during the years ended December 31, 2015 and 2014, respectively. These costs include due diligence costs and transaction costs to complete the acquisitions, and have been recognized in selling, general and administrative expense in the accompanying condensed consolidated statements of operations and comprehensive income (loss). The following table summarizes the aggregate fair values of the assets acquired and liabilities assumed for ProBuild and all other acquisitions, net of cash (in thousands) for the year ended: 2015 2014 ProBuild All Other All Other Accounts receivable $ 470,105 $ 306 $ 9,544 Other receivables 34,718 — — Inventory 411,160 1,095 5,417 Other current assets 12,101 — — Property, plant and equipment 658,540 3,961 8,580 Assets held for sale 10,911 — — Goodwill (Note 5) 602,690 (2,839 ) 28,581 Intangible assets (Note 6) 184,509 3,311 17,467 Other assets 2,016 — 34 Total assets acquired 2,386,750 5,834 69,623 Checks outstanding (32,378 ) — — Current maturities of long term debt and lease obligations (25,456 ) — — Accounts payable (339,673 ) — — Accrued liabilities (210,436 ) (37 ) (286 ) Other long-term liabilities (53,703 ) — — Long-term debt and lease obligations, net of current maturities (262,390 ) — — Total liabilities assumed (924,036 ) (37 ) (286 ) Total net assets acquired $ 1,462,714 $ 5,797 $ 69,337 All of the goodwill and intangible assets recognized from the ProBuild and all other acquisitions are expected to be deductible for tax purposes, with the goodwill recognized from these acquisitions being amortized ratably over a 15 year period. The ProBuild acquisition will be treated as an asset purchase for tax purposes. The operating results of the acquisitions have been included in the consolidated statements of operations and comprehensive income (loss) from their acquisition dates through December 31, 2015. Net sales and net income attributable to ProBuild were $1,863.1 million and $48.5 million, respectively, for the period of August 1, 2015 through December 31, 2015. Net sales and net income attributable to the other acquisitions are not material, individually or in the aggregate. The following table reflects the pro forma operating results for the Company which gives effect to the acquisition of ProBuild as if it had occurred on January 1, 2014. The pro forma results are based on assumptions that the Company believes are reasonable under the circumstances. The pro forma results are not necessarily indicative of future results. The pro forma financial information includes the historical results of the Company and ProBuild adjusted for certain items, which are described below, and does not include the effects of any synergies or cost reduction initiatives related to the acquisition of ProBuild. Pro forma information for the other acquisitions is not presented as it is not material, individually or in the aggregate. Year Ended December 31, 2015 2014 (pro forma) (in thousands, except per share amounts) Net sales $ 6,066,792 $ 6,082,819 Net loss $ (10,433 ) $ (127,880 ) Basic net loss per share $ (0.10 ) $ (1.19 ) Diluted net loss per share $ (0.10 ) $ (1.19 ) Pro forma net loss for the years ended December 31, 2015 and 2014 reflects adjustments primarily related to depreciation and amortization, the conversion from last-in, first-out to first-in, first out inventory valuation, and interest expense. Pro forma net loss for 2015 was adjusted to exclude transaction-related expenses of $46.9 million ($34.6 million incurred by the Company and $12.3 million incurred by ProBuild). Pro forma net loss for 2014 was adjusted to include these transaction-related expenses. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | 4. Property, Plant and Equipment Property, plant and equipment consisted of the following at December 31: 2015 2014 (In thousands) Land $ 214,302 $ 17,334 Buildings and improvements 338,566 64,776 Machinery and equipment 314,446 113,609 Furniture and fixtures 47,456 18,936 Construction in progress 7,828 13,341 Property, plant and equipment 922,598 227,996 Less: accumulated depreciation 188,269 152,317 Property, plant and equipment, net $ 734,329 $ 75,679 Depreciation expense was $46.3 million, $8.5 million and $8.9 million, of which $5.3 million, $2.5 million and $2.4 million was included in cost of sales, in 2015, 2014, and 2013, respectively. Included in property, plant and equipment are certain assets held under capital leases and lease finance obligations. These assets are recorded at the present value of minimum lease payments and include land, buildings and equipment. Amortization charges associated with assets held under capital leases and lease finance obligations are included in depreciation expense. The following balances held under capital lease and lease finance obligations, net of accumulated amortization of $4.9 million and $1.2 million at December 31, 2015 and 2014, respectively, are included on the accompanying combined balance sheet: 2015 2014 (In thousands) Land $ 124,987 $ — Buildings and improvements 183,390 4,107 Machinery and equipment 14,168 — $ 322,545 $ 4,107 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | 5. Goodwill The following table sets forth the changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2015 and 2014 (in thousands): Northeast Southeast South West Total Balance as of January 1, 2014 Goodwill $ 13,609 $ 49,591 $ 92,629 $ — $ 155,829 Accumulated impairment losses (494 ) (615 ) (43,527 ) — (44,636 ) 13,115 48,976 49,102 — 111,193 Acquisitions and other purchase price adjustments — — 28,581 — 28,581 Balance as of December 31, 2014 Goodwill $ 13,609 $ 49,591 $ 121,210 $ — $ 184,410 Accumulated impairment losses (494 ) (615 ) (43,527 ) — (44,636 ) 13,115 48,976 77,683 — 139,774 Acquisitions and other purchase price adjustments 83,493 11,100 208,452 296,806 599,851 Balance as of December 31, 2015 Goodwill $ 97,102 $ 60,691 $ 329,662 $ 296,806 $ 784,261 Accumulated impairment losses (494 ) (615 ) (43,527 ) — (44,636 ) $ 96,608 $ 60,076 $ 286,135 $ 296,806 $ 739,625 In 2015, the change in the carrying amount of goodwill is attributable to our acquisitions of ProBuild and Timber Tech. In 2014 the change in the carrying amount of goodwill is attributable to our acquisitions of Slone, West Orange, Truss Rite, Trim Tech, and Empire. The amount allocated to goodwill is attributable to the assembled workforce of the acquired companies as well as the diversification of products and services, the significantly improved geographic footprint, and the synergies expected to arise as a result of these acquisitions. We closely monitor trends in economic factors and their effects on operating results to determine if an impairment trigger was present that would warrant a reassessment of the recoverability of the carrying amount of goodwill prior to the required annual impairment test in accordance with the Intangibles – Goodwill and Other The process of evaluating goodwill for impairment involves the determination of fair value of our reporting units. Inherent in such fair value determinations are certain judgments and estimates relating to future cash flows, including our interpretation of current economic indicators and market valuations and assumptions about our strategic plans with regard to our operations. Due to the uncertainties associated with such estimates, actual results could differ from such estimates resulting in further impairment of goodwill. In performing our impairment analysis, we developed a range of fair values for our reporting units using a discounted cash flow methodology. The discounted cash flow methodology establishes fair value by estimating the present value of the projected future cash flows to be generated from the reporting unit. The discount rate applied to the projected future cash flows to arrive at the present value is intended to reflect all risks of ownership and the associated risks of realizing the stream of projected future cash flows. The discounted cash flow methodology uses our projections of financial performance for a five-year period. The most significant assumptions used in the discounted cash flow methodology are the discount rate, the terminal value and the expected future revenues, gross margins and operating expenses, which vary among reporting units. Significant assumptions used in our financial projections include housing starts, lumber commodity prices, and market share gains. We recorded no goodwill impairment charges in 2015, 2014, and 2013. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 6. Intangible Assets The following table presents intangible assets as of December 31: 2015 2014 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization (In thousands) Customer relationships $ 148,910 $ (12,968 ) $ 18,423 $ (2,695 ) Non-compete agreements 766 (170 ) 392 (31 ) Trade names 51,361 (4,155 ) 1,234 (95 ) Favorable lease intangibles 6,408 (548 ) — — Total intangible assets $ 207,445 $ (17,841 ) $ 20,049 $ (2,821 ) Unfavorable lease obligations (included in Accrued liabilities and Other long-term liabilities) $ (19,547 ) $ 2,072 $ — $ — In connection with the acquisition of ProBuild, we recorded intangible assets of $184.5 million, which includes $50.1 million of trade names, $128.0 million of customer relationships and $6.4 million of favorable lease intangibles. We also recorded $19.5 million of unfavorable lease obligations. The weighted average useful lives of the acquired assets are 9.7 years for trade names, 13.5 years for customer relationships, and 10.0 years for both the favorable and unfavorable lease intangibles. During the years ended December 31, 2015, 2014, and 2013, we recorded amortization expense in relation to the above-listed intangible assets of $11.9 million, $1.1 million, and $0.4 million, respectively. In addition, as a result of the facility closure activities following the ProBuild acquisition, we recorded a $1.4 million impairment charge against our intangible assets during 2015. We recognized this impairment charge in selling, general, and administrative expense in the accompanying consolidated statement of operations and comprehensive income (loss). The following table presents the estimated amortization expense for these intangible assets for the years ending December 31 (in thousands): 2016 $ 22,495 2017 20,652 2018 19,504 2019 18,457 2020 15,274 Thereafter 75,747 Total future net intangible amortization expense $ 172,129 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | 7. Accrued Liabilities Accrued liabilities consisted of the following at December 31: 2015 2014 (In thousands) Accrued payroll and other employee related expenses $ 120,138 $ 18,974 Accrued business taxes 29,054 9,168 Self-insurance reserves 35,240 10,386 Accrued interest 33,712 2,329 Facility closure reserves 5,228 1,646 Casualty claims in excess of retained loss limit 8,845 11,335 Customer obligations 38,173 6,105 Other 23,515 7,723 Total accrued liabilities $ 293,905 $ 67,666 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 8. Long-Term Debt Long-term debt consisted of the following at December 31: December 31, 2015 December 31, 2014 2021 notes $ 350,000 $ 350,000 2023 notes 700,000 — 2013 facility — 30,000 2015 facility 60,000 — 2015 term loan 598,625 — Lease finance obligations 280,909 3,904 Capital lease obligations (Note 9) 8,159 — 1,997,693 383,904 Unamortized debt discount and debt issuance costs (46,022 ) (9,001 ) 1,951,671 374,903 Less: current maturities of long-term debt and lease obligations 29,153 30,074 Long-term debt and lease obligations, net of current maturities $ 1,922,518 $ 344,829 2013 Refinancing In May 2013 we completed a private offering of $350.0 million in aggregate principal amount of 7.625% senior secured notes due 2021 (“2021 notes”) at a price equal to 100% of their face value. In conjunction with the offering, we also entered into a new 5-year $175.0 million senior secured revolving credit facility agreement (“2013 facility”) provided by a syndicate of financial institutions led by SunTrust Bank as administrative agent. The 2013 facility was used for working capital and general corporate purposes with the available borrowing capacity, or borrowing base, derived primarily from a percentage of the Company’s eligible receivables and inventory, as defined by the agreement, subject to certain reserves. In July 2015, we repaid the full $55.0 million then outstanding under the 2013 facility as a part of the ProBuild acquisition financing transaction discussed below. We used the net proceeds from the offering of the 2021 notes, together with cash on hand, to (i) redeem $139.7 million in aggregate outstanding principal amount of our second priority senior secured floating rate notes due 2016 (“2016 notes”) at par plus accrued and unpaid interest thereon to the redemption date, (ii) repay $225.0 million in borrowings outstanding under our existing first-lien term (“2011 term loan”) loan plus a prepayment premium of approximately $39.5 million and accrued and unpaid interest and (iii) pay the related commissions, fees and expenses. The repayment of the 2016 notes and the 2011 term loan was considered to be an extinguishment. As such, we recognized a loss of $48.4 million, which was recorded as interest expense in the second quarter of 2013. Of this $48.4 million loss, $39.5 million was due to the prepayment premium on the term loan, $6.8 million was due to a write-off of unamortized debt discount on the term loan and $2.1 million was due to a write-off of unamortized deferred loan costs on the 2016 notes and the term loan. Upon the repayment of the outstanding borrowings and payment of the prepayment premium and accrued interest, we terminated the 2011 term loan, which included the $15.0 million letter of credit sub-facility. The 2011 term loan also included detachable warrants that allowed for the purchase of up to 1.6 million shares of our common stock at a price of $2.50 per share. The $12.7 million of outstanding letters of credit under the sub-facility at the time were transferred to the 2013 facility. At the same time, we also terminated our $10.0 million letter of credit stand-alone facility. There were no letters of credit outstanding under the stand-alone facility at the time of termination. In connection with the issuance of the 2021 notes and entering into the 2013 facility we incurred approximately $15.6 million of various third-party fees and expenses. Of these costs, $11.2 million were allocated to the 2021 notes and $4.4 million were allocated to the 2013 facility. These costs have been capitalized and are being amortized over the respective terms of the underlying facilities, subject to modifications triggered by the ProBuild acquisition financing discussed below. The $0.9 million in remaining unamortized deferred loan costs related to the sub-facility and stand-alone facility are being amortized over the term of the 2013 facility. Senior Secured Notes due 2021 As of December 31, 2015, we have $350.0 million outstanding in aggregate principal amount of 2021 notes that mature on June 1, 2021. The 2021 notes were issued pursuant to an indenture, dated as of May 29, 2013 (“Indenture”), by and between us, certain of our subsidiaries, as guarantors (“Guarantors”), and Wilmington Trust, National Association, as trustee and notes collateral agent (“Trustee”). Interest accrues on the 2021 notes at a rate of 7.625% per annum and is payable semi-annually in arrears on June 1 and December 1 of each year. The 2021 notes, subject to certain exceptions, are guaranteed, jointly and severally, on a senior secured basis, by each of the Guarantors. All obligations under the 2021 notes, and the guarantees of those obligations, will be secured by substantially all of our assets and the assets of the Guarantors subject to certain exceptions and permitted liens, including a first-priority security interest in such assets that constitute Notes Collateral (as defined therein) and a second-priority security interest in such assets that constitute ABL Collateral (as defined therein). An intercreditor agreement (“ABL/Bond Intercreditor Agreement”), dated as of May 29, 2013, among us, the Guarantors, SunTrust Bank, as ABL Collateral agent, and the Trustee, as Notes Collateral agent, will govern all arrangements in respect of the priority of the security interest in the ABL Collateral and the Notes Collateral. “ABL Collateral” includes substantially all presently owned and after-acquired accounts receivable, inventory, rights of an unpaid vendor with respect to inventory, deposit accounts, investment property, cash and cash equivalents, and instruments and chattel paper and general intangibles, books and records and documents related to and proceeds of each of the foregoing. “Notes Collateral” includes substantially all collateral which is not ABL Collateral. The Indenture contains certain restrictive covenants, which, among other things, relate to the payment of dividends, incurrence of indebtedness, repurchase of common stock, distributions, asset sales and investments. At any time we can redeem some or all of the 2021 notes at a redemption price equal to par plus a specified premium that declines to par by 2019. In the event of a change of control, we may be required to offer to purchase the 2021 notes at a purchase price equal to 101% of the principal, plus accrued and unpaid interest. ProBuild Acquisition Financing As described in Note 3, we acquired all of the operating affiliates of ProBuild on July 31, 2015 through the purchase of all issued and outstanding equity interests of ProBuild for $1.63 billion in cash, subject to certain adjustments. The purchase price was funded with the net cash proceeds from (i) the sale of $700.0 million in aggregate principal amount of 10.75% senior unsecured notes due 2023 (the “2023 notes”), (ii) entry into a $600.0 million term loan credit agreement (the “2015 term loan”) provided by a syndicate of financial institutions led by Deutsche Bank AG, New York Branch, as administrative and collateral agent, (iii) a $295.0 million draw on an amended and restated $800.0 million senior secured revolving credit facility (the “2015 facility”) provided by a syndicate of financial institutions led by SunTrust Bank as administrative and collateral agent, and (iv) a public offering of 9.2 million new shares of our common stock at an offering price of $12.80 per share (the “equity offering”). In connection with the financing transactions described above, we incurred approximately $65.0 million of various third-party fees and expenses. Of these costs, $18.1 million were allocated to the 2023 notes, $16.0 million were allocated to the 2015 term loan, $11.2 million were allocated to the 2015 facility and $6.5 million were allocated to the equity offering. The costs allocated to the 2023 notes and the 2015 term loan have been recorded as reductions to long-term debt and will be amortized over their respective terms using the effective interest method. The costs allocated to the 2015 facility have been recorded as other assets and will be amortized over its term on a straight-line basis. The costs allocated to the equity offering have been recorded as a reduction to additional paid-in capital. In addition, $13.2 million in costs relate to commitment fees paid for bridge and backstop financing facilities entered into in connection with these financing transactions, neither of which was utilized. As such, these fees were recorded as interest expense in the third quarter of 2015. At the closing of these transactions, there were approximately $3.0 million in unamortized debt issuance costs associated with the 2013 facility, of which, approximately $0.9 million were recorded as interest expense in the third quarter of 2015. The remaining $2.1 million in unamortized costs associated with the 2013 facility are being amortized over the term of the 2015 facility. Senior Unsecured Notes due 2023 As of December 31, 2015, we have $700.0 million outstanding in aggregate principal amount of the 2023 notes that mature on August 15, 2023. The 2023 notes were sold in a private offering at an issue price equal to 100% of their face value. Interest accrues on the 2023 notes at a rate of 10.75% per annum and is payable semi-annually on March 1 and September 1 of each year, commencing on March 1, 2016. The terms of the notes are governed by an indenture and a supplemental indenture, each dated as of July 31, 2015, among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee (the “trustee”). Pursuant to the indenture and supplemental indenture, the company’s significant operating subsidiaries, including ProBuild and certain of its subsidiaries, agreed to serve as guarantors of the 2023 notes. The 2023 notes are the Company’s senior unsecured obligations and will rank equally with all of its existing and future senior unsecured debt and will be senior to all of its existing and future subordinated debt. The indenture contains certain restrictive covenants, which among other things, limit the ability of the Company to incur additional debt, issue preferred stock, create liens, pay dividends, make certain investments, sell certain assets, enter into certain types of transactions with affiliates, and effect mergers and consolidations. At any time prior to August 15, 2018, the Company may redeem the 2023 notes in whole or in part at a redemption price equal to 100% of the principal amount of the 2023 notes plus a premium as specified in the indenture. At any time on or after August 15, 2018, the Company may redeem the 2023 notes at the redemption prices set forth in the indenture plus accrued and unpaid interest. In addition, the Company may redeem up to 40% of the aggregate principal amount of the 2023 notes with the net cash proceeds of one or more equity offerings, as described in the indenture, at a price equal to 110.75% of the principal amount thereof, plus accrued and unpaid interest. In the event of a change in control, we may be required to repurchase all or part of the 2023 notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest. 2015 Term Loan Credit Agreement As of December 31, 2015, we have $598.6 million outstanding under the 2015 term loan, which matures on July 31, 2022. The 2015 term loan, which was issued at 99%, bears interest, at our option, at either a eurodollar rate or a base rate, plus, in each case an applicable margin. The margin will be 5.0% per annum in the case of eurodollar rate loans and 4.0% per annum in the case of base rate loans. The 2015 term loan has mandatory principal repayments of $1.375 million which are payable in March, June, September, and December of each year provided that each such payment is subject to reduction as a result of certain prepayments of the loans in accordance with the loan documentation. We repaid $1.375 million during the year ended December 31, 2015. The weighted average interest rate of the term loan was 6.0% during the year ended December 31, 2015. 2015 Senior Secured Revolving Credit Facility The 2015 facility provides for an $800.0 million revolving credit line to be used for working capital and general corporate purposes. 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, subject to certain reserves. As of December 31, 2015, the net borrowing availability under the 2015 facility is $618.7 million after being reduced by outstanding letters of credit of $79.1 million and $60.0 million of borrowings currently outstanding. During the year ended December 31, 2015, we borrowed $295.0 million and repaid $235.0 million at a weighted average interest rate of 1.8%. The 2015 facility matures on July 31, 2020. Borrowings under the 2015 facility bear interest, at our option, at either a eurodollar rate or a base rate, plus, in each case an applicable margin. The applicable margin ranges from 1.25% to 1.75% per annum in the case of eurodollar rate loans and 0.25% to 0.75% per annum in the case of base rate loans. The margin in either case is based on a measure of availability under the 2015 facility. A variable commitment fee, currently 0.375% per annum, is charged on the unused amount of the revolver based on quarterly average loan utilization. Letters of credit under the 2015 facility are assessed at a rate equal to the applicable eurodollar margin, currently 1.5%, 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 2015 term loan and 2015 facility will be guaranteed jointly and severally by the Company and all other subsidiaries that guarantee the 2021 notes. All obligations and the guarantees of those obligations will be secured by substantially all of the assets of the Company and the guarantors subject to certain exceptions and permitted liens, including (i) with respect to the 2015 term loan, a first-priority security interest in such assets that constitute Notes Collateral (as defined below) and a second priority security interest in such assets that constitute ABL Collateral (as defined below), and (ii) with respect to the 2015 facility, a first-priority security interest in such assets that constitute ABL Collateral and a second-priority security interest in such assets that constitute Notes Collateral. “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 which is not ABL collateral. The 2015 term loan and the 2015 facility contain 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, respectively. In addition, the 2015 facility also contains a financial covenant requiring the satisfaction of a minimum fixed charge ratio of 1.00 to 1.00 in the event that the Company does not meet a minimum measure of availability, currently the larger of $80.0 million or 10% of the maximum borrowing amount under the 2015 facility. As of December 31, 2015, we were not in violation of any covenants or restrictions imposed by any of our debt agreements. Future maturities of long-term debt as of December 31, 2015 were as follows (in thousands): Year ending December 31, 2016 $ 5,500 2017 5,500 2018 5,500 2019 5,500 2020 65,500 Thereafter 1,621,125 Total long-term debt (including current maturities) $ 1,708,625 Warrants As discussed above, the 2011 term loan included detachable warrants that allowed for the purchase of up to 1.6 million shares of our common stock at a price of $2.50 per share. In April, 2015 the remaining 0.7 million of outstanding, detachable warrants were exercised. The warrants were considered to be derivative financial instruments and were classified as liabilities. As such, they were measured at fair value on a recurring basis. Our share price and, to a lesser extent, the historical volatility of our common stock were the primary factors in the changes to our fair value measurements related to the warrants. All other inputs being equal, an increase or decrease in our share price or volatility resulted in an increase or decrease in the fair value of our warrants and an increase or decrease in interest expense. Non-cash fair value adjustments related to our derivative financial instrument recorded as interest expense in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31 (in thousands) were as follows: Derivative Not Designated as Hedging Instruments Location of Gain (Loss) Recognized in Income Amount of Gain (Loss) 2015 2014 2013 Warrants Interest expense, net (4,563) 456 (1,502 ) We used the income approach to value our warrants by using the Black-Scholes option-pricing model. Using this model, the risk-free interest rate was based on the U.S. Treasury yield curve in effect on the valuation date. The expected life was based on the period of time until the expiration of the warrants. Expected volatility was based on the historical volatility of our common stock over the most recent period equal to the expected life of the warrants. The expected dividend yield was based on our history of not paying regular dividends in the past. These techniques incorporated Level 1 and Level 2 inputs. Significant inputs to the derivative valuation for the warrants were observable in the active markets and are classified as Level 2 in the hierarchy. The following fair value hierarchy table presents information about our financial instrument measured at fair value on a recurring basis using significant other observable inputs (Level 2) (in thousands): Carrying Value Fair Value Carrying Value Fair Value Warrants (included in Other long-term liabilities) $ — $ — $ 3,375 $ 3,375 Lease Finance Obligations As a result of the ProBuild acquisition, the Company is party to 171 individual property lease agreements with a single lessor as of December 31, 2015. These lease agreements have initial terms ranging from nine to fifteen years (expiring from 2016 through 2021) and renewal options in five-year increments providing for up to approximately 30-year remaining total lease terms. A related agreement between the lessor and the Company gives the Company the right to acquire a limited number of the leased facilities at fair market value. As a result of these purchase rights, the Company treats all of the properties that it leases from this lessor as a financing arrangement. The Company is also party to certain additional agreements with the same lessor which commit the Company to perform certain repair and maintenance obligations under the leases in a specified manner and timeframe. In 2006, we completed construction on a new multi-purpose facility. Based on the evaluation of the construction project in accordance with the Leases As of December 31, 2015, lease finance obligations consist of $280.9 million, with cash payments of $9.7 million for the year ended December 31, 2015. These lease finance obligations are included on the consolidated balance sheet as a component of long-term debt and lease obligations. The related assets are recorded as components of property, plant, and equipment on the consolidated balance sheet. Future minimum commitments for lease finance obligations as of December 31, 2015 were as follows (in thousands): Year ending December 31, 2016 $ 21,814 2017 20,908 2018 20,847 2019 20,847 2020 20,766 Thereafter 301,065 Total $ 406,247 |
Capital Lease Obligations
Capital Lease Obligations | 12 Months Ended |
Dec. 31, 2015 | |
Capital Lease Obligations [Abstract] | |
Capital Lease Obligations | 9. Capital Lease Obligations The Company leases certain property and equipment under capital leases expiring through 2020. These leases require monthly payments of principal and interest, imputed at various interest rates. Future minimum lease payments as of December 31, 2015 are as follows (in thousands): Years ending December 31, 2016 $ 7,180 2017 624 2018 296 2019 296 2020 167 Thereafter — Total minimum lease payments 8,563 Less: amount representing interest (404 ) Present value of net minimum payments 8,159 Less: current portion (6,876 ) Long-term capital lease obligations, net of current portion $ 1,283 |
Employee Stock-Based Compensati
Employee Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Employee Stock-Based Compensation | 10. Employee Stock-Based Compensation 2014 Incentive Plan Under our 2014 Incentive Plan (“2014 Plan”), the Company is authorized to grant awards in the form of incentive stock options, non-qualified stock options, restricted stock shares, restricted stock units, other common stock-based awards and cash-based awards. The maximum number of common shares reserved for the grant of awards under the 2014 Plan is 5.0 million, subject to adjustment as provided by the 2014 Plan. All 5.0 million shares under the Plan may be made subject to options, stock appreciation rights (“SARs”), or stock-based awards. Stock options and SARs granted under the 2014 Plan may not have a term exceeding 10 years from the date of grant. The 2014 Plan also provides that all awards will become fully vested and/or exercisable upon a change in control (as defined in the 2014 Plan) if those awards (i) are not assumed or equitably substituted by the surviving entity or (ii) have been assumed or equitably substituted by the surviving entity, and the grantee’s employment is terminated under certain circumstances. Other specific terms for awards granted under the 2014 Plan shall be determined by our Compensation Committee (or the board of directors if so determined by the board of directors). Awards granted under the 2014 Plan generally vest ratably over a three to four year period. As of December 31, 2015, 3.5 million shares were available for issuance under the 2014 Plan. 2007 Incentive Plan Under our 2007 Incentive Plan (“2007 Plan”), the Company is authorized to grant awards in the form of incentive stock options, non-qualified stock options, restricted stock, other common stock-based awards and cash-based awards. In January 2010, our shareholders approved an amendment to our 2007 Plan which increased the number of shares of common stock that may be granted pursuant to awards under the 2007 Plan from 2.5 million shares to 7.0 million shares. The maximum number of common shares reserved for the grant of awards under the 2007 Plan is 7.0 million, subject to adjustment as provided by the 2007 Plan. No more than 7.0 million shares may be made subject to options or SARs granted under the 2007 Plan, and no more than 3.5 million shares may be made subject to stock-based awards other than options or SARs. Stock options and SARs granted under the 2007 Plan may not have a term exceeding 10 years from the date of grant. The 2007 Plan also provides that all awards will become fully vested and/or exercisable upon a change in control (as defined in the 2007 Plan). Other specific terms for awards granted under the 2007 Plan shall be determined by our Compensation Committee (or the board of directors if so determined by the board of directors). Historically, awards granted under the 2007 Plan generally vest ratably over a three to four-year period. As of December 31, 2015, 56,000 shares were available for issuance under the 2007 Plan, 56,000 of which may be made subject to stock-based awards other than options or SARs. 2005 Equity Incentive Plan Under our 2005 Equity Incentive Plan (“2005 Plan”), we were authorized to grant stock-based awards in the form of incentive stock options, non-qualified stock options, restricted stock and other common stock-based awards. Stock options and SARs granted under the 2005 Plan could not have a term exceeding 10 years from the date of grant. The 2005 Plan also provided that all awards become fully vested and/or exercisable upon a change in control (as defined in the 2005 Plan). Historically, awards granted under the 2005 Plan generally vest ratably over a three-year period. As of June 27, 2015, no further grants will be made under the 2005 Plan. 1998 Stock Incentive Plan Under the Builders FirstSource, Inc. 1998 Stock Incentive Plan (“1998 Plan”), we were authorized to issue shares of common stock pursuant to awards granted in various forms, including incentive stock options, non-qualified stock options and other stock-based awards. The 1998 Plan also authorized the sale of common stock on terms determined by our board of directors. Stock options granted under the 1998 Plan generally cliff vest after a period of seven to nine years with certain option grants subject to acceleration if certain financial targets were met. The expiration date is generally 10 years subsequent to date of issuance. As of January 1, 2005, no further grants will be made under the 1998 Plan. The following table summarizes our stock option activity: Options Weighted Weighted Aggregate (In thousands) (In thousands) Outstanding at December 31, 2014 6,246 $ 5.09 Granted 142 $ 6.35 Exercised (1,388 ) $ 4.84 Forfeited (2 ) $ 6.92 Outstanding at December 31, 2015 4,998 $ 5.19 5.8 $ 29,417 Exercisable at December 31, 2015 3,472 $ 4.19 4.8 $ 23,922 The outstanding options at December 31, 2015 include options to purchase 141,000 shares under the 2014 plan, 3,164,000 shares granted under the 2007 Plan, 927,000 shares granted under the 2005 Plan and 766,000 shares granted under the 1998 Plan. As of December 31, 2015, options to purchase 2,190,000 shares under the 2007 Plan, 516,000 shares under the 2005 Plan and 766,000 shares under the 1998 Plan awards were exercisable. There were no options granted under the 2014 Plan which were exercisable as of December 31, 2015. The weighted average grant date fair value of options granted during the years ended December 31, 2015 and 2014 were $4.20 and $5.71, respectively. No option awards were granted during 2013. The total intrinsic value of options exercised during the years ended December 31, 2015, 2014, and 2013 were $12.8 million $2.0 million and $1.8 million, respectively. We realized no tax benefits for stock options exercised during the years ended December 31, 2015, 2014 and 2013. Outstanding and exercisable stock options at December 31, 2015 were as follows (shares in thousands): Outstanding Exercisable Range of Exercise Prices Shares Weighted Weighted Shares Weighted $3.15 766 $ 3.15 6.8 766 $ 3.15 $3.19 - $3.72 1,877 $ 3.20 4.1 1,850 $ 3.19 $6.35 - $6.70 262 $ 6.51 5.9 121 $ 6.70 $7.15- $7.67 2,093 $ 7.57 7.0 735 $ 7.38 $3.15 - $7.67 4,998 $ 5.19 5.8 3,472 $ 4.19 The following table summarizes restricted stock activity for the year ended December 31, 2015 (shares in thousands): Shares Weighted Nonvested at December 31, 2014 27 $ 3.72 Granted — $ — Vested (14 ) $ 3.72 Forfeited — $ — Nonvested at December 31, 2015 13 $ 3.72 The outstanding restricted stock units (“RSUs”) at December 31, 2015 include 1,115,000 units granted under the 2014 Plan and 401,000 units granted under the 2007 Plan. The weighted average grant date fair value of RSUs granted during the years ended December 31, 2015 and 2014 were $7.26 and $7.48, respectively. No RSUs were granted during 2013. The following table summarizes restricted stock unit activity for the year ended December 31, 2015 (shares in thousands): Shares Weighted Nonvested at December 31, 2014 1,855 $ 7.48 Granted 159 $ 7.26 Vested (495 ) $ 7.38 Forfeited (3 ) $ 6.85 Nonvested at December 31, 2015 1,516 $ 7.49 Our results of operations include stock compensation expense of $6.9 million ($6.9 million net of taxes), $6.2 million ($6.2 million net of taxes) and $4.2 million ($4.2 million net of taxes) for the years ended December 31, 2015, 2014 and 2013, respectively. The total fair value of options vested during the years ended December 31, 2015, 2014, and 2013 were $2.7 million, $3.0 million and $3.0 million, respectively. The total fair value of restricted stock vested during the years ended December 31, 2015, 2014 and 2013 were $49,600, $2.0 million and $2.1 million, respectively. The total fair value of RSUs vested during the year ended December 31, 2015 was $3.7 million. There were no RSUs which vested in 2014 or 2013. As of December 31, 2015, there was $13.3 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plans. That cost is expected to be recognized over a weighted-average period of 2.1 years. |
Facility Closure Costs
Facility Closure Costs | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring And Related Activities [Abstract] | |
Facility Closure Costs | 11. Facility Closure Costs In 2015, we closed certain facilities, primarily related to location consolidation initiatives following the ProBuild acquisition. During 2015 we recognized $2.8 million in expense primarily related to the minimum future lease obligations over the remaining lease terms on facility closures, net of estimated sub-rental income. In connection with this plan we also severed employees and recognized employee severance costs of $1.4 million. We recognized this expense in selling, general, and administrative expense in the accompanying consolidated statement of operations and comprehensive income (loss). In 2014 and 2013, we recognized $0.5 million and $0.1 million in expense, respectively, related to the minimum future lease obligations on facility closures, net of sub-rental income, as well as revisions of sub-rental income estimates on previously closed facilities. We recognized this expense in selling, general and administrative expense in the accompanying consolidated statement of operations and comprehensive income (loss). An analysis of our facility closure reserves for the periods reflected is as follows: 2013 Additions Payments 2014 Additions Assumed in Acquisition Payments 2015 (In thousands) Facility and other exit costs, net of estimated sub-lease rental income $ 1,700 $ 515 $ (1,068 ) $ 1,147 $ 2,836 $ 12,494 $ (3,942 ) $ 12,535 Employee severance and termination benefits — — — — 1,434 — (1,181 ) 253 Total facility closure reserve $ 1,700 $ 515 $ (1,068 ) $ 1,147 $ 4,270 $ 12,494 $ (5,123 ) $ 12,788 The Company assumed $12.5 million of exit cost reserves as part of the ProBuild acquisition during 2015. The facility and other exit cost reserves of $12.8 million at December 31, 2015, of which $8.8 million is recorded as other long-term liabilities, are primarily related to future minimum lease payments on vacated facilities. As plans to close facilities are developed and executed, assets that can be used at other facilities are transferred and assets to be abandoned or sold are written down to their net realizable value, including any long-lived assets. In situations where multiple facilities serve the same market we may temporarily close, or idle, facilities with plans to reopen these facilities once demand returns to the market. In these situations, finite lived assets continue to be depreciated and assessed for impairment. Should conditions in our markets worsen, or recovery take significantly longer than forecasted, we may temporarily idle or permanently close additional facilities, at which time we may incur additional facility closure costs or asset impairment charges. Future non-cash impairment charges would have the effect of decreasing our earnings or increasing our losses in such period, but would not impact our current outstanding debt obligations or compliance with covenants contained in the related debt agreements. We continuously monitor economic conditions in all of our markets and changes in market conditions may warrant future closings or idling of facilities. In addition, as we continue the integration of ProBuild we may close or idle other facilities. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The components of income tax expense (benefit) included in continuing operations were as follows for the years ended December 31: 2015 2014 2013 (In thousands) Current: Federal $ — $ — $ (594 ) State 1,100 587 446 1,100 587 (148 ) Deferred: Federal 2,530 457 827 State 757 67 90 3,287 524 917 Income tax expense $ 4,387 $ 1,111 $ 769 Temporary differences, which give rise to deferred tax assets and liabilities, were as follows as of December 31: 2015 2014 (In thousands) Deferred tax assets related to: Accrued expenses $ 6,786 $ 1,764 Insurance reserves 7,156 4,461 Facility closure reserves 429 1,128 Stock-based compensation expense 7,284 8,066 Accounts receivable 1,358 658 Inventories 8,200 6,394 Operating loss and credit carryforwards 110,425 106,593 Goodwill and other intangible assets 9,176 1,999 Property, plant and equipment — 5,931 Other 4,494 512 155,308 137,506 Valuation allowance (136,548 ) (133,183 ) Total deferred tax assets 18,760 4,323 Deferred tax liabilities related to: Prepaid expenses (6,344 ) (2,223 ) Goodwill and other intangible assets (11,502 ) (8,281 ) Property, plant and equipment (10,381 ) — Total deferred tax liabilities (28,227 ) (10,504 ) Net deferred tax liability $ (9,467 ) $ (6,181 ) A reconciliation of the statutory federal income tax rate to our effective rate for continuing operations is provided below for the years ended December 31: 2015 2014 2013 Statutory federal income tax rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal income tax 8.3 5.2 0.1 Valuation allowance (52.1 ) (36.5 ) (36.9 ) Permanent difference – 162(m) limitation (5.4 ) 0.7 — Permanent difference – Warrant mark to market (8.6 ) (0.8 ) (1.3 ) Permanent difference – Other (0.9 ) 2.0 — Other 0.1 — 1.2 (23.6 )% 5.6 % (1.9 )% We have $414.6 million of state operating loss carry-forwards, which includes $2.6 million of state tax credit carry-forwards expiring at various dates through 2035. We also have $281.2 million of federal net operating loss carry-forwards that will expire at various dates through 2035. The federal and state operating loss carry-forwards include approximately $15.9 million of gross windfall tax benefits from stock option exercises that have not been recorded as of December 31, 2015. These deferred tax assets will be recorded as an increase to additional paid in capital when the related tax benefits are realized. Section 382 of the Internal Revenue Code imposes annual limitations on the utilization of net operating loss (“NOL”) carryforwards, other tax carryforwards, and certain built-in losses upon an ownership change as defined under that section. In general terms, an ownership change may result from transactions that increase the aggregate ownership of certain stockholders in the Company’s stock by more than 50 percentage points over a three year testing period (“Section 382 Ownership Change”). If the Company were to experience a Section 382 Ownership Change, an annual limitation would be imposed on certain of the Company’s tax attributes, including NOL and capital loss carryforwards, and certain other losses, credits, deductions or tax basis. We evaluate our deferred tax assets on a quarterly basis to determine whether a valuation allowance is required. In accordance with the Income Taxes Poor housing market conditions have contributed to our cumulative loss position for the past several years. While we generated income in 2014, we still have a cumulative unadjusted loss for the three year period ending December 31, 2015. Further, taking into consideration the historical ProBuild results on a proforma basis also results in a cumulative loss for the three year period ending December 31, 2015. We believe the cumulative loss position, as well as uncertainty around the extent and timing of the housing market recovery, represents significant negative evidence in considering whether our deferred tax assets are realizable. Further, we do not believe that relying solely on projections of future taxable income to support the recovery of deferred tax assets is sufficient. Based on an evaluation of positive and negative evidence, we concluded that the negative evidence regarding our ability to realize our deferred tax assets outweighed the positive evidence as of December 31, 2015. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased, or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as our projections for growth. We currently estimate that we will likely transition into a three year cumulative income position, including an evaluation of ProBuild’s historical results, on a rolling three year period at some time during the year ending December 31, 2016. However, there continues to be uncertainty around housing market projections and without continued improvement in housing activity, we may not reverse our cumulative loss position. Simply coming out of a cumulative loss position is not viewed as a bright line and may not be considered sufficient positive evidence to reverse some or all of the valuation allowance if there is other negative evidence. In upcoming quarters, we will closely monitor the positive and negative evidence surrounding our ability to realize our deferred tax assets. In 2015, we recorded a valuation allowance of $9.7 million related to our continuing operations. In 2014, we reduced our valuation allowance by $7.2 million due to the utilization of net operating losses against federal and state taxable income. In 2013, we recorded a valuation allowance of approximately $15.3 million related to our continuing operations, which is exclusive of $0.6 million related primarily to reversals of uncertain tax positions due to statute expirations that affected our net operating loss carryforward and valuation allowance. 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. The following table shows the changes in our valuation allowance: 2015 2014 2013 (In thousands) Balance at January 1, $ 133,183 $ 143,682 $ 127,700 Additions charged to expense: Continuing operations 9,679 — 15,878 Discontinued operations — 131 178 Reductions credited to expense: Continuing operations — (7,178 ) — Discontinued operations (55 ) — — Deductions (6,259 ) (3,452 ) (74 ) Balance at December 31, $ 136,548 $ 133,183 $ 143,682 We accrue interest and penalties on our uncertain tax positions as a component of our provision for income taxes. We accrued no significant interest and penalties in 2015, 2014 or 2013. We had a total of $0.3 million and $0.3 million accrued for interest and penalties for our uncertain tax positions as of December 31, 2015 and 2014, respectively. The following table shows the changes in the amount of our uncertain tax positions (exclusive of the effect of interest and penalties): 2015 2014 2013 (In thousands) Balance at January 1, $ 378 $ 950 $ 2,080 Tax positions taken in prior periods: Gross increases — 2 — Gross decreases — — — Tax positions taken in current period: Gross increases 12 13 11 Settlements with taxing authorities — — — Lapse of applicable statute of limitations (182 ) (587 ) (1,141 ) Balance at December 31, $ 208 $ 378 $ 950 The balance for uncertain tax positions was $0.2 million as of December 31, 2015 excluding penalties and interest. If this balance were recognized, the tax provision would decrease by $0.1 million excluding the impact to the valuation allowance. We are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. Based on completed examinations and the expiration of statutes of limitations, we have concluded all U.S. federal income tax matters for years through 2011. We report in 41 states with various years open to examination. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 13. Employee Benefit Plans As a result of the ProBuild acquisition we maintain two active defined contribution 401(k) plans. Our employees are eligible to participate in the plans subject to certain employment eligibility provisions. Participants can contribute up to 15% of their annual compensation, subject to federally mandated maximums. Participants are immediately vested in their own contributions. We match a certain percentage of the contributions made by participating employees, subject to IRS limitations. Our matching contributions are subject to a pro-rata five-year vesting schedule. We recognized expense of $6.5 million, $0.4 million and $0.4 million in 2015, 2014 and 2013, respectively, for contributions to the plan. Through the ProBuild acquisition, the Company acquired a defined benefit plan, the ProBuild Retirement Plan, which was terminated as of January 30, 2015. The Company has made all remaining plan benefit distributions and the plan has been fully terminated and settled as of December 31, 2015. The Company contributes to multiple collectively bargained union retirement plans including multiemployer plans. The Company does not administer the multiemployer plans, and contributions are determined in accordance with the provisions of negotiated labor contracts. The risks of participating in multiemployer plans are different from single-employer plans. Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. If a participating employer stops contributing to a multiemployer plan, the unfunded obligations of that multiemployer plan may be borne by the remaining participating employers. If the Company chooses to stop participating in a multiemployer plan, the Company may be required to pay that plan an amount (“withdrawal liability”) based on the plan’s formula and the underfunded status of the plan attributable to the Company. Contributions to the plans for the period ended December 31, 2015 were not significant. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies We lease certain land, buildings and equipment used in operations. These leases are generally accounted for as operating leases with initial terms ranging from one to 20 years and they generally contain renewal options. Certain operating leases are subject to contingent rentals based on various measures, primarily consumer price index increases. We also lease certain properties from related parties, including current employees and non-affiliate stockholders. Total rent expense under operating leases was approximately $43.6 million, $25.4 million and $20.5 million for the years ended December 31, 2015, 2014, and 2013, respectively. In addition, we have residual value guarantees on certain equipment leases. Under these leases we have the option of (a) purchasing the equipment at the end of the lease term, (b) arranging for the sale of the equipment to a third party, or (c) returning the equipment to the lessor to sell the equipment. If the sales proceeds in any case are less than the residual value, we are required to reimburse the lessor for the deficiency up to a specified level as stated in each lease agreement. If the sales proceeds exceed the residual value, we are entitled to all of such excess amounts. The guarantees under these leases for the residual values of equipment at the end of the respective operating lease periods approximated $3.2 million as of December 31, 2015. Based upon the expectation that none of these leased assets will have a residual value at the end of the lease term that is materially less than the value specified in the related operating lease agreement or that we will purchase the equipment at the end of the lease term, we do not believe it is probable that we will be required to fund any amounts under the terms of these guarantee arrangements. Accordingly, no accruals have been recognized for these guarantees. Future minimum commitments for noncancelable operating leases with initial or remaining lease terms in excess of one year are as follows: Related Party Total* (In thousands) Year ending December 31, 2016 $ 628 $ 59,680 2017 628 51,708 2018 161 41,771 2019 140 29,483 2020 144 16,546 Thereafter 557 45,174 $ 2,258 $ 244,362 * Includes related party future minimum commitments for noncancelable operating leases. As of December 31, 2015, we had outstanding letters of credit totaling $79.1 million under our 2015 facility that principally support our self insurance programs. We are a party to various legal proceedings in the ordinary course of business. Although the ultimate disposition of these proceedings cannot be predicted with certainty, management believes the outcome of any claim that is 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 costs would not be material to our results of operations or liquidity for a particular period. |
Segment and Product Information
Segment and Product Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment and Product Information | 15. Segment and Product Information We offer an integrated solution to our customers providing manufacturing, supply, and installation of a full range of structural and related building products. We provide a wide variety of building products and services directly to homebuilder customers. We manufacture floor trusses, roof trusses, wall panels, stairs, millwork, windows, and doors. We also provide a full range of construction services. These product and service offerings are distributed across 399 locations operating in 40 states across the United States, which have been reorganized into nine geographical regions following the ProBuild acquisition. Centralized financial and operational oversight, including resource allocation and assessment of performance on an income (loss) from continuing operations before income taxes basis, is performed by our CEO, whom we have determined to be our chief operating decision maker (“CODM”). As a result of the reorganization following the ProBuild acquisition, the Company has nine operating segments aligned with its nine geographical regions (Regions 1 through 9). While all of our operating segments have similar nature of products, distribution methods and customers, certain of our operating segments have been aggregated due to also containing similar economic characteristics, resulting in the following composition of reportable segments: · Regions 1 and 2 have been aggregated to form the “Northeast” reportable segment · Regions 3 and 5 have been aggregated to form the “Southeast” reportable segment · Regions 4 and 6 have been aggregated to form the “South” reportable segment · Region 7, 8 and 9 have been aggregated to form the “West” reportable segment In addition to our reportable segments, our consolidated results include corporate overhead, other various operating activities that are not internally allocated to a geographical region nor separately reported to the CODM, and certain reconciling items primarily related to allocations of corporate overhead and rent expense, which have collectively been presented as “All Other”. The accounting policies of the segments are consistent with those described in Note 2, except for noted reconciling items. The following tables present Net sales, Income (loss) from continuing operations before income taxes and certain other measures for the reportable segments, reconciled to consolidated total continuing operations, for the years ended December, 31, (in thousands): 2015 Reportable segments Net Sales Depreciation & Amortization Interest Income (loss) from continuing operations before income taxes Northeast $ 630,486 $ 6,126 $ 7,531 $ 26,907 Southeast 917,022 6,200 14,598 13,703 South 1,098,359 13,633 13,272 39,533 West 789,275 10,111 6,217 31,177 Total reportable segments 3,435,142 36,070 41,618 111,320 All other 129,283 22,210 67,581 (129,902 ) Total consolidated $ 3,564,425 $ 58,280 $ 109,199 $ (18,582 ) 2014 Reportable segments Net Sales Depreciation & Amortization Interest Income (loss) from continuing operations before income taxes Northeast $ 229,998 $ 1,068 $ 3,634 $ 3,464 Southeast 672,059 2,743 11,925 5,465 South 574,831 2,963 7,761 13,832 West — — — — Total reportable segments 1,476,888 6,774 23,320 22,761 All other 127,208 2,745 7,029 (3,092 ) Total consolidated $ 1,604,096 $ 9,519 $ 30,349 $ 19,669 2013 Reportable segments Net Sales Depreciation & Amortization Interest Income (loss) from continuing operations before income taxes Northeast $ 239,860 $ 1,313 $ 3,813 $ 5,715 Southeast 649,654 3,356 11,214 9,199 South 492,344 1,991 7,247 10,061 West — — — — Total reportable segments 1,381,858 6,660 22,274 24,975 All other 108,034 2,645 67,364 (66,571 ) Total consolidated $ 1,489,892 $ 9,305 $ 89,638 $ (41,596 ) Asset information by segment is not reported internally or otherwise reviewed by the CODM nor does the company earn revenues or have long-lived assets located in foreign countries. The Company’s net sales by product category for the periods indicated were as follows (in thousands): Sales by product category were as follows for the years ended December 31: 2015 2014 2013 (In thousands) Lumber & lumber sheet goods $ 1,151,657 $ 563,392 $ 570,830 Windows, doors & millwork 868,835 505,501 435,779 Manufactured products 644,391 333,589 295,481 Gypsum, roofing & insulation 265,867 46,934 46,362 Siding, metal & concrete products 269,236 41,794 37,890 Other building & product services 364,439 112,886 103,550 Total sales $ 3,564,425 $ 1,604,096 $ 1,489,892 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Related Party Transactions An affiliate of JLL Partners, Inc. was a principal beneficial owner of PGT, Inc. until late 2013. Floyd F. Sherman, our chief executive officer, serves on the board of directors for PGT, Inc. We purchased windows from PGT, Inc. totaling $9.3 million, $6.3 million and $5.0 million in 2015, 2014 and 2013, respectively. We had accounts payable to PGT, Inc. in the amounts of $1.1 million and $0.8 million as of December 31, 2015 and 2014, respectively. In 2015, 2014 and 2013, we paid approximately $1.0 million, $0.9 million and $0.8 million, respectively, in rental expense to employees or our non-affiliate stockholders for leases of land and buildings. |
Unaudited Quarterly Financial D
Unaudited Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Quarterly Financial Data | 17. Unaudited Quarterly Financial Data The following tables summarize the consolidated quarterly results of operations for 2015 and 2014 (in thousands, except per share amounts): 2015 First Quarter Second Quarter Third Quarter Fourth Quarter Net sales $ 370,986 $ 461,521 $ 1,276,063 $ 1,455,855 Gross margin 83,733 110,614 324,774 382,337 Income (loss) from continuing operations (7,162 )(1) 3,566 (2) (8,757 )(3) (10,616 )(4) Income (loss) from discontinued operations, net of tax 92 10 — 36 Net income (loss) (7,070 ) 3,576 (8,757 ) (10,580 ) Basic net income (loss) per share Income (loss) from continuing operations $ (0.07 )(1) $ 0.04 (2) $ (0.08 )(3) $ (0.10 )(4) Loss from discontinued operations (0.00 ) (0.00 ) (0.00 ) 0.00 Net income (loss) $ (0.07 ) $ 0.04 $ (0.08 ) $ (0.10 ) Diluted net income (loss) per share Income (loss) from continuing operations $ (0.07 )(1) $ 0.03 (2) $ (0.08 )(3) $ (0.10 )(4) Loss from discontinued operations (0.00 ) (0.00 ) (0.00 ) 0.00 Net income (loss) $ (0.07 ) $ 0.03 $ (0.08 ) $ (0.10 ) 2014 First Quarter Second Quarter Third Quarter Fourth Quarter Net sales $ 345,909 $ 426,543 $ 434,907 $ 396,737 Gross margin 74,915 93,799 97,647 90,636 Income (loss) from continuing operations (3,312 )(5) 10,620 (6) 8,739 (7) 2,511 (8) Loss from discontinued operations, net of tax (72 ) (11 ) (235 ) (90 ) Net income (loss) (3,384 ) 10,609 8,504 2,421 Basic net income (loss) per share Income (loss) from continuing operations $ (0.03 )(5) $ 0.11 (6) $ 0.09 (7) $ 0.02 (8) Loss from discontinued operations (0.00 ) (0.00 ) (0.00 ) (0.00 ) Net income (loss) $ (0.03 ) $ 0.11 $ 0.09 $ 0.02 Diluted net income (loss) per share Income (loss) from continuing operations $ (0.03 )(5) $ 0.09 (6) $ 0.07 (7) $ 0.02 (8) Loss from discontinued operations (0.00 ) (0.00 ) (0.00 ) (0.00 ) Net income (loss) $ (0.03 ) $ 0.09 $ 0.07 $ 0.02 (1) Includes acquisition costs of $5.5 million as discussed in Note 3, fair value adjustments for the warrants of $0.2 million as discussed in Note 8 and a valuation allowance of $3.1 million as discussed in Note 12. (2) Includes acquisition costs of $6.4 million as discussed in Note 3, fair value adjustments for the warrants of $4.7 million as discussed in Note 8 and a valuation allowance of $(1.3) million as discussed in Note 12. (3) Includes acquisition costs of $8.8 million as discussed in Note 3, financing costs of $13.2 million as discussed in Note 8 and a valuation allowance of $1.1 million as discussed in Note 12. (4) Includes acquisition costs of $0.2 million as discussed in Note 3 and a valuation allowance of $6.8 million as discussed in Note 12. (5) Includes fair value adjustments for the warrants of $1.2 million as discussed in Note 8 and a valuation allowance of $1.0 million as discussed in Note 12. (6) Includes fair value adjustments for the warrants of $(1.2) million as discussed in Note 8, and a valuation allowance of $(4.1) million as discussed in Note 12. (7) Includes fair value adjustments for the warrants of $(1.3) million as discussed in Note 8, facility closure costs of $0.1 million as discussed in Note 11, and a valuation allowance of $(3.3) million as discussed in Note 12. (8) Includes fair value adjustments for the warrants of $0.9 million as discussed in Note 8, facility closure costs of $0.2 million as discussed in Note 11, and a valuation allowance of $(0.9) million as discussed in Note 12. Earnings per share is computed independently for each of the quarters presented; therefore, the sum of the quarterly earnings per share may not equal the annual earnings per share. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Event | 18. Subsequent Event On February 12, 2016, we completed separate privately negotiated note exchange transactions in which $218.6 million in aggregate principal amount of our 2023 notes was exchanged for $207.6 million in aggregate principal amount of our 2021 notes. The 2021 notes were issued under the existing indenture dated as of May 29, 2013. On February 29, 2016, we completed additional privately negotiated note exchange transactions in which $63.8 million in aggregate principal amount of our 2023 notes was exchanged for $60.0 million in aggregate principal amount of our 2021 notes. Following these transactions $617.6 million in aggregate principal amount of our 2021 notes and $417.6 million in aggregate principal amount of our 2023 notes remain outstanding. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Balance Sheet Reclassification | Balance Sheet Reclassification Certain prior period amounts have been reclassified to conform to the current year presentation due to the ProBuild acquisition and the adoption of updated accounting guidance. The accompanying consolidated balance sheet as of December 31, 2014 has been recast to present deferred loan costs associated with term debt as a reduction to long-term debt instead of a component of other assets. In the accompanying condensed consolidated balance sheet as of December 31, 2014, $9.0 million has been reclassified from other assets to long-term debt. Deferred loan costs associated with revolving debt arrangements continue to be presented as a component of other assets. Previously the Company presented all deferred loan costs as a component of other assets. This change in accounting principle was made in accordance with the updated guidance issued by the Financial Standards Accounting Board (“FASB”) described below under “Recently Issued Accounting Pronouncements”. This update had no impact on guidance relating to the recognition and measurement of deferred loan costs. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements present the results of operations, financial position, and cash flows of Builders FirstSource, Inc. and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. |
Accounting Estimates | Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. Estimates are used when accounting for items such as revenue, vendor rebates, allowance for returns, discounts and doubtful accounts, employee compensation programs, depreciation and amortization periods, income taxes, inventory values, insurance programs, goodwill, other intangible assets and long-lived assets. |
Sales Recognition | Sales Recognition We recognize sales of building products upon delivery to the customer. For contracts with service elements, sales are generally recognized on the completed contract method as these contracts are usually completed within 30 days with the percentage of completion method applied on a limited basis to certain contracts. Percentage of completion revenue represents less than 2% of our consolidated sales for each year presented. Contract costs include all direct material and labor, equipment costs and those indirect costs related to contract performance. Provisions for estimated losses on uncompleted contracts are recognized in the period in which such losses are determined. Prepayments for materials or services are deferred until such materials have been delivered or services have been provided. All sales recognized are net of allowances for discounts and estimated returns, based on historical experience. We present all sales tax on a net basis in our consolidated financial statements. The Company records sales incentives provided to customers as a reduction of revenue. |
Cash and Cash Equivalents & Check Outstanding | Cash and Cash Equivalents & Checks Outstanding Cash and cash equivalents consist of cash on hand and all highly liquid investments with an original maturity date of three months or less. Also included in cash and cash equivalents are proceeds due from credit card transactions that generally settle within two business days. We maintain cash at financial institutions in excess of federally insured limits. Further, we maintain various banking relationships with different financial institutions. Accordingly, when there is a negative book cash balance resulting from outstanding checks that had not yet been paid by any single financial institution; they are reflected in checks outstanding on the accompanying consolidated balance sheets. |
Financial Instruments | Financial Instruments We use financial instruments in the normal course of business as a tool to manage our assets and liabilities. We do not hold or issue financial instruments for trading purposes. We issued detachable warrants in 2011, which were measured at fair value on a recurring basis until exercised in 2015 as discussed in Note 8. |
Accounts Receivable | Accounts Receivable We extend credit to qualified professional homebuilders and contractors, in many cases on a non-collateralized basis. Accounts receivable potentially expose us to concentrations of credit risk. Because our customers are dispersed among our various markets, our credit risk to any one customer or state economy is not significant. Our customer mix is a balance of large national homebuilders, regional homebuilders, local homebuilders and repair and remodeling contractors. For the year ended December 31, 2015, our top 10 customers accounted for approximately 17.0% of our sales, and no single customer accounted for more than 5% of sales. The allowance for doubtful accounts is based on management’s assessment of the amount which may become uncollectible in the future and is estimated using specific review of problem accounts, overall portfolio quality, current economic conditions that may affect the borrower’s ability to pay, and historical experience. Accounts receivable are written off when deemed uncollectible. Other receivables consist primarily of vendor rebates receivable. We also establish reserves for credit memos and customer returns. The reserve balance was $3.8 million, $1.4 million, and $1.2 million at December 31, 2015, 2014, and 2013, respectively. The activity in this reserve was not significant for each year presented. Accounts receivable consisted of the following at December 31: 2015 2014 (In thousands) Accounts Receivable $ 536,593 $ 143,217 Less: allowance for returns and doubtful accounts 8,049 3,153 Accounts receivable, net $ 528,544 $ 140,064 The following table shows the changes in our allowance for doubtful accounts: 2015 2014 2013 (In thousands) Balance at January 1, $ 1,734 $ 2,413 $ 1,864 Additions 2,285 (274 ) 900 Deductions (write-offs, net of recoveries) 226 (405 ) (351 ) Balance at December 31, $ 4,245 $ 1,734 $ 2,413 |
Inventories | Inventories Inventories consist principally of materials purchased for resale, including lumber, sheet goods, windows, doors and millwork, as well as certain manufactured products and are stated at the lower of cost or market. Cost is determined using the weighted average method, the use of which approximates the first-in, first-out method. We accrue for shrink based on the actual historical shrink results of our most recent physical inventories adjusted, if necessary, for current economic conditions. These estimates are compared with actual results as physical inventory counts are taken and reconciled to the general ledger. During the year, we monitor our inventory levels by market and record provisions for excess inventories based on slower moving inventory. We define potential excess inventory as the amount of inventory on hand in excess of the historical usage, excluding special order items purchased in the last six months. We then apply our judgment as to forecasted demand and other factors, including liquidation value, to determine the required adjustments to net realizable value. Our inventories are generally not susceptible to technological obsolescence. Our arrangements with vendors provide for rebates of a specified amount of consideration, payable when certain measures, generally related to a stipulated level of purchases, have been achieved. We account for estimated rebates as a reduction of the prices of the vendor’s inventory until the product is sold, at which time such rebates reduce cost of sales in the accompanying consolidated statements of operations and comprehensive loss. Throughout the year we estimate the amount of the rebates based upon the expected level of purchases. We continually revise these estimates based on actual purchase levels. We source products from a large number of suppliers. No materials purchased from any single supplier represented more than 7% of our total materials purchased in 2015. |
Shipping and Handling Costs | Shipping and Handling Costs Handling costs incurred in manufacturing activities are included in cost of sales. All other shipping and handling costs are included in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income (loss) and totaled $171.9 million, $79.7 million and $71.1 million in 2015, 2014 and 2013, respectively. |
Income Taxes | Income Taxes We account for income taxes utilizing the liability method described in the Income Taxes |
Warranty Expense | Warranty Expense We have warranty obligations with respect to most manufactured products; however, the liability for the warranty obligations is not significant as a result of third-party inspection and acceptance processes. |
Deferred Loan Costs and Debt Discount | Deferred Loan Costs and Debt Discount Loan costs are capitalized upon the issuance of long-term debt and amortized over the life of the related debt. Loan costs associated with term debt are presented as a reduction to long-term debt. Loan costs associated with revolving debt arrangements are presented as a component of other assets. Loan costs incurred in connection with revolving debt arrangements are amortized using the straight-line method. Loan costs incurred in connection with term debt are generally amortized using the effective interest method. Debt discount is amortized over the life of the related debt using the effective interest method. Amortization of deferred loan costs and the debt discount are included in interest expense. Upon changes to our debt structure, we evaluate debt issuance costs in accordance with the Debt |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets. The estimated lives of the various classes of assets are as follows: Buildings and improvements 20 to 40 years Machinery and equipment 3 to 10 years Furniture and fixtures 3 to 5 years Leasehold improvements The shorter of the estimated useful life or the remaining lease term Major additions and improvements are capitalized, while maintenance and repairs that do not extend the useful life of the property are charged to expense as incurred. Gains or losses from dispositions of property, plant and equipment are recorded in the period incurred. We also capitalize certain costs of computer software developed or obtained for internal use, including interest, provided that those costs are not research and development, and certain other criteria are met. Internal use computer software costs are included in machinery and equipment and generally depreciated using the straight-line method over the estimated useful lives of the assets, generally three years. We periodically evaluate the commercial and strategic operation of the land, related buildings and improvements of our facilities. In connection with these evaluations, some facilities may be consolidated, and others may be sold or leased. Nonoperating assets primarily related to land and building real estate assets associated with location closures that are actively being marketed for sale within a year are classified as assets held for sale and recorded at fair value, usually the quoted market price obtained from an independent third-party less the cost to sell. Until the assets are sold, an estimate of the fair value is reassessed at each reporting period. Net gains or losses related to the sale of real estate and equipment or impairment adjustments related to assets held for sale are recorded as selling, general and administrative expenses. |
Long-Lived Assets | Long-Lived Assets We evaluate our long-lived assets, other than goodwill, for impairment when events or changes in circumstances indicate, in our judgment, that the carrying value of such assets may not be recoverable. The determination of whether or not impairment exists is based on our estimate of undiscounted future cash flows before interest attributable to the assets as compared to the net carrying value of the assets. If impairment is indicated, the amount of the impairment recognized is determined by estimating the fair value of the assets based on estimated discounted future cash flows and recording a provision for loss if the carrying value is greater than estimated fair value. The net carrying value of assets identified to be disposed of in the future is compared to their estimated fair value, usually the quoted market price obtained from an independent third-party less the cost to sell, to determine if impairment exists. Until the assets are disposed of, an estimate of the fair value is reassessed when related events or circumstances change. Asset impairment charges are presented in the consolidated statements of operations and comprehensive income (loss) for the respective years. |
Insurance | Insurance We have established insurance programs to cover certain insurable risks consisting primarily of physical loss to property, business interruptions resulting from such loss, workers’ compensation, employee healthcare, and comprehensive general and auto liability. Third party insurance coverage is obtained for exposures above predetermined deductibles as well as for those risks required to be insured by law or contract. Provisions for losses are developed from valuations that rely upon our past claims experience, which considers both the frequency and settlement of claims. We discount our workers’ compensation liability based upon estimated future payment streams at our risk-free rate. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Net income (loss) per common share, or earnings per share (“EPS”), is calculated in accordance with the Earnings per Share The table below presents a reconciliation of weighted average common shares used in the calculation of basic and diluted EPS for the years ended December 31: 2015 2014 2013 (In thousands) Weighted average shares for basic EPS 103,190 98,050 96,449 Dilutive effect of options, warrants, and RSUs — 2,472 — Weighted average shares for diluted EPS 103,190 100,522 96,449 Our restricted stock shares include rights to receive dividends that are not subject to the risk of forfeiture even if the underlying restricted stock shares on which the dividends were paid do not vest. In accordance with the Earnings Per Share For the purpose of computing diluted EPS, options to purchase 4,998,000 shares of common stock and 1,516,000 restricted stock units (“RSUs”) were not included in the computation of diluted EPS for 2015 because their effect was anti-dilutive. Incremental shares attributable to average warrants outstanding during 2015 were not included in the computation of diluted EPS for 2015 as their effect was anti-dilutive. There were no warrants outstanding at December 31, 2015 as all of the remaining warrants were exercised in April 2015. Weighted average shares outstanding have been adjusted for common shares underlying 6,246,000 options, 700,000 warrants, and 1,855,000 restricted stock units (“RSUs”) for 2014. In addition, $0.5 million of income due to fair value adjustments related to the warrants was excluded from net income in the computation of diluted EPS for 2014. Options to purchase 4,933,000 shares of common stock were not included in the computations of diluted EPS in 2013 because their effect was anti-dilutive. Warrants to purchase 700,000 shares of common stock were not included in the computations of diluted EPS in 2013 because their effect was anti-dilutive. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Intangibles subject to amortization We recognize an acquired intangible asset apart from goodwill whenever the intangible asset arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented, or exchanged, either individually or in combination with a related contract, asset or liability. Impairment losses are recognized if the carrying value of an intangible asset subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its estimated fair value. Goodwill We recognize goodwill as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. Goodwill is tested for impairment on an annual basis and between annual tests whenever impairment is indicated. This annual test takes place as of December 31 each year. Impairment losses are recognized whenever the implied fair value of goodwill is less than its carrying value. |
Stock-based Compensation | Stock-based Compensation We have four stock-based employee compensation plans, which are described more fully in Note 10. We issue new common stock shares upon exercises of stock options, grants of restricted stock, and vesting of RSUs. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions for the year ended December 31: 2015 2014 Expected life 6.0 years 5.8 years Expected volatility 75.2% 92.1% Expected dividend yield 0.00% 0.00% Risk-free rate 1.75% 1.83% The expected life represents the period of time the options are expected to be outstanding. We used the simplified method for determining the expected life assumption due to limited historical exercise experience on our stock options. The expected volatility is based on the historical volatility of our common stock over the most recent period equal to the expected life of the option. 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 expected life of the options. We did not grant any stock option awards in 2013. |
Fair Value | Fair Value The Fair Value Measurements and Disclosures Level 1 — unadjusted quoted prices for identical assets or liabilities in active markets accessible by us Level 2 — inputs that are observable in the marketplace other than those inputs classified as Level 1 Level 3 — inputs that are unobservable in the marketplace and significant to the valuation If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. The only financial instruments measured at fair value on a recurring basis were our warrants as discussed in Note 8. We have elected to report the value of our 7.625% senior secured notes due 2021 (“2021 notes”), our 10.75% senior unsecured notes due 2023 (“2023 notes”), and the $600.0 million term loan credit agreement (“2015 term loan”) at amortized cost. The fair values of the 2021 notes, the 2023 notes, and the 2015 term loan at December 31, 2015 were approximately $372.3 million, $698.3 million and $591.1 million respectively, and were determined using Level 2 inputs based on market prices. |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Supplemental cash flow information was as follows for the years ended December 31: 2015 2014 2013 (In thousands) Cash payments for interest $ 55,028 $ 28,338 $ 78,232 Cash payments for income taxes 1,409 456 407 |
Discontinued Operations | Discontinued Operations When we exit a market entirely and have no continuing involvement in such operations, we classify the exit as discontinued operations. In the second quarter of 2009, we announced our intent to exit the entire Ohio market based upon several factors, including the unfavorable conditions that affected our industry and a poor competitive position which prevented us from generating profitable results. Upon completing our exit plan in the second quarter of 2009 the cessation of these operations was treated as discontinued operations as they had distinguishable cash flow and operations that have been eliminated from our ongoing operations. There have been no additional exit activities that have been classified as discontinued operations in 2015, 2014, or 2013. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. It consists of net income (loss) and other gains and losses affecting stockholders’ equity that, under GAAP, are excluded from net income. We had no items of other comprehensive income (loss) for the years ended December 31, 2015, 2014, and 2013. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued an update to the existing guidance under Leases Under the new guidance, lessees will be required to recognize the following for all leases, with the exception of short-term leases, at the commencement date: (1) a lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. This update requires a modified retrospective transition as of the beginning of the earliest comparative period presented in the financial statements. This update is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. In November 2015, the FASB issued an update to the existing guidance under the Income Taxes In September 2015, the FASB issued an update to the existing guidance under the Business Combinations In July 2015 the FASB issued an update to the existing guidance under the Inventory In April 2015 the FASB issued an update to the existing guidance under the Interest In January 2015 the FASB issued an update to the existing guidance under the Income Statement In August 2014, the FASB issued an update to the existing guidance under the Presentation of Financial Statements In May 2014, the FASB issued an update to the existing guidance under the Revenue Recognition |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Reconciliation of Accounts Receivable - Classified | Accounts receivable consisted of the following at December 31: 2015 2014 (In thousands) Accounts Receivable $ 536,593 $ 143,217 Less: allowance for returns and doubtful accounts 8,049 3,153 Accounts receivable, net $ 528,544 $ 140,064 |
Rollforward of Allowance for Doubtful Accounts | The following table shows the changes in our allowance for doubtful accounts: 2015 2014 2013 (In thousands) Balance at January 1, $ 1,734 $ 2,413 $ 1,864 Additions 2,285 (274 ) 900 Deductions (write-offs, net of recoveries) 226 (405 ) (351 ) Balance at December 31, $ 4,245 $ 1,734 $ 2,413 |
Estimated Useful Lives of Assets | Property, plant and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets. The estimated lives of the various classes of assets are as follows: Buildings and improvements 20 to 40 years Machinery and equipment 3 to 10 years Furniture and fixtures 3 to 5 years Leasehold improvements The shorter of the estimated useful life or the remaining lease term |
Reconciliation of Weighted Average Common Shares Used in Calculation of Basic and Diluted EPS | The table below presents a reconciliation of weighted average common shares used in the calculation of basic and diluted EPS for the years ended December 31: 2015 2014 2013 (In thousands) Weighted average shares for basic EPS 103,190 98,050 96,449 Dilutive effect of options, warrants, and RSUs — 2,472 — Weighted average shares for diluted EPS 103,190 100,522 96,449 |
Schedule of Fair Value Option Award of Weighted Average Assumptions | The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions for the year ended December 31: 2015 2014 Expected life 6.0 years 5.8 years Expected volatility 75.2% 92.1% Expected dividend yield 0.00% 0.00% Risk-free rate 1.75% 1.83% |
Supplemental Cash Flow Information | Supplemental cash flow information was as follows for the years ended December 31: 2015 2014 2013 (In thousands) Cash payments for interest $ 55,028 $ 28,338 $ 78,232 Cash payments for income taxes 1,409 456 407 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the aggregate fair values of the assets acquired and liabilities assumed for ProBuild and all other acquisitions, net of cash (in thousands) for the year ended: 2015 2014 ProBuild All Other All Other Accounts receivable $ 470,105 $ 306 $ 9,544 Other receivables 34,718 — — Inventory 411,160 1,095 5,417 Other current assets 12,101 — — Property, plant and equipment 658,540 3,961 8,580 Assets held for sale 10,911 — — Goodwill (Note 5) 602,690 (2,839 ) 28,581 Intangible assets (Note 6) 184,509 3,311 17,467 Other assets 2,016 — 34 Total assets acquired 2,386,750 5,834 69,623 Checks outstanding (32,378 ) — — Current maturities of long term debt and lease obligations (25,456 ) — — Accounts payable (339,673 ) — — Accrued liabilities (210,436 ) (37 ) (286 ) Other long-term liabilities (53,703 ) — — Long-term debt and lease obligations, net of current maturities (262,390 ) — — Total liabilities assumed (924,036 ) (37 ) (286 ) Total net assets acquired $ 1,462,714 $ 5,797 $ 69,337 |
Schedule of Unaudited Pro Forma Operating Results | The following table reflects the pro forma operating results for the Company which gives effect to the acquisition of ProBuild as if it had occurred on January 1, 2014. The pro forma results are based on assumptions that the Company believes are reasonable under the circumstances. The pro forma results are not necessarily indicative of future results. The pro forma financial information includes the historical results of the Company and ProBuild adjusted for certain items, which are described below, and does not include the effects of any synergies or cost reduction initiatives related to the acquisition of ProBuild. Pro forma information for the other acquisitions is not presented as it is not material, individually or in the aggregate. Year Ended December 31, 2015 2014 (pro forma) (in thousands, except per share amounts) Net sales $ 6,066,792 $ 6,082,819 Net loss $ (10,433 ) $ (127,880 ) Basic net loss per share $ (0.10 ) $ (1.19 ) Diluted net loss per share $ (0.10 ) $ (1.19 ) |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment consisted of the following at December 31: 2015 2014 (In thousands) Land $ 214,302 $ 17,334 Buildings and improvements 338,566 64,776 Machinery and equipment 314,446 113,609 Furniture and fixtures 47,456 18,936 Construction in progress 7,828 13,341 Property, plant and equipment 922,598 227,996 Less: accumulated depreciation 188,269 152,317 Property, plant and equipment, net $ 734,329 $ 75,679 |
Schedule of Capital Leased Assets | The following balances held under capital lease and lease finance obligations, net of accumulated amortization of $4.9 million and $1.2 million at December 31, 2015 and 2014, respectively, are included on the accompanying combined balance sheet: 2015 2014 (In thousands) Land $ 124,987 $ — Buildings and improvements 183,390 4,107 Machinery and equipment 14,168 — $ 322,545 $ 4,107 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Schedule of Change in Carrying Amount of Goodwill | The following table sets forth the changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2015 and 2014 (in thousands): Northeast Southeast South West Total Balance as of January 1, 2014 Goodwill $ 13,609 $ 49,591 $ 92,629 $ — $ 155,829 Accumulated impairment losses (494 ) (615 ) (43,527 ) — (44,636 ) 13,115 48,976 49,102 — 111,193 Acquisitions and other purchase price adjustments — — 28,581 — 28,581 Balance as of December 31, 2014 Goodwill $ 13,609 $ 49,591 $ 121,210 $ — $ 184,410 Accumulated impairment losses (494 ) (615 ) (43,527 ) — (44,636 ) 13,115 48,976 77,683 — 139,774 Acquisitions and other purchase price adjustments 83,493 11,100 208,452 296,806 599,851 Balance as of December 31, 2015 Goodwill $ 97,102 $ 60,691 $ 329,662 $ 296,806 $ 784,261 Accumulated impairment losses (494 ) (615 ) (43,527 ) — (44,636 ) $ 96,608 $ 60,076 $ 286,135 $ 296,806 $ 739,625 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The following table presents intangible assets as of December 31: 2015 2014 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization (In thousands) Customer relationships $ 148,910 $ (12,968 ) $ 18,423 $ (2,695 ) Non-compete agreements 766 (170 ) 392 (31 ) Trade names 51,361 (4,155 ) 1,234 (95 ) Favorable lease intangibles 6,408 (548 ) — — Total intangible assets $ 207,445 $ (17,841 ) $ 20,049 $ (2,821 ) Unfavorable lease obligations (included in Accrued liabilities and Other long-term liabilities) $ (19,547 ) $ 2,072 $ — $ — |
Estimated Amortization Expense for Intangible Assets | The following table presents the estimated amortization expense for these intangible assets for the years ending December 31 (in thousands): 2016 $ 22,495 2017 20,652 2018 19,504 2019 18,457 2020 15,274 Thereafter 75,747 Total future net intangible amortization expense $ 172,129 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Liabilities | Accrued liabilities consisted of the following at December 31: 2015 2014 (In thousands) Accrued payroll and other employee related expenses $ 120,138 $ 18,974 Accrued business taxes 29,054 9,168 Self-insurance reserves 35,240 10,386 Accrued interest 33,712 2,329 Facility closure reserves 5,228 1,646 Casualty claims in excess of retained loss limit 8,845 11,335 Customer obligations 38,173 6,105 Other 23,515 7,723 Total accrued liabilities $ 293,905 $ 67,666 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Lease Obligation | Long-term debt consisted of the following at December 31: December 31, 2015 December 31, 2014 2021 notes $ 350,000 $ 350,000 2023 notes 700,000 — 2013 facility — 30,000 2015 facility 60,000 — 2015 term loan 598,625 — Lease finance obligations 280,909 3,904 Capital lease obligations (Note 9) 8,159 — 1,997,693 383,904 Unamortized debt discount and debt issuance costs (46,022 ) (9,001 ) 1,951,671 374,903 Less: current maturities of long-term debt and lease obligations 29,153 30,074 Long-term debt and lease obligations, net of current maturities $ 1,922,518 $ 344,829 |
Future Maturities of Long-Term Debt | Future maturities of long-term debt as of December 31, 2015 were as follows (in thousands): Year ending December 31, 2016 $ 5,500 2017 5,500 2018 5,500 2019 5,500 2020 65,500 Thereafter 1,621,125 Total long-term debt (including current maturities) $ 1,708,625 |
Non-Cash Fair Value Adjustments Related To Our Derivative Financial Instrument Recorded as Interest Expense on Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) | Non-cash fair value adjustments related to our derivative financial instrument recorded as interest expense in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31 (in thousands) were as follows: Derivative Not Designated as Hedging Instruments Location of Gain (Loss) Recognized in Income Amount of Gain (Loss) 2015 2014 2013 Warrants Interest expense, net (4,563) 456 (1,502 ) |
Fair Value Hierarchy Table on Recurring Basis (Level 2) | The following fair value hierarchy table presents information about our financial instrument measured at fair value on a recurring basis using significant other observable inputs (Level 2) (in thousands): Carrying Value Fair Value Carrying Value Fair Value Warrants (included in Other long-term liabilities) $ — $ — $ 3,375 $ 3,375 |
Future Minimum Lease Payments for Lease Finance Obligations | Future minimum commitments for lease finance obligations as of December 31, 2015 were as follows (in thousands): Year ending December 31, 2016 $ 21,814 2017 20,908 2018 20,847 2019 20,847 2020 20,766 Thereafter 301,065 Total $ 406,247 |
Capital Lease Obligations (Tabl
Capital Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Capital Lease Obligations [Abstract] | |
Future Minimum Lease Payments for Capital Lease Obligations | The Company leases certain property and equipment under capital leases expiring through 2020. These leases require monthly payments of principal and interest, imputed at various interest rates. Future minimum lease payments as of December 31, 2015 are as follows (in thousands): Years ending December 31, 2016 $ 7,180 2017 624 2018 296 2019 296 2020 167 Thereafter — Total minimum lease payments 8,563 Less: amount representing interest (404 ) Present value of net minimum payments 8,159 Less: current portion (6,876 ) Long-term capital lease obligations, net of current portion $ 1,283 |
Employee Stock-Based Compensa35
Employee Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes our stock option activity: Options Weighted Weighted Aggregate (In thousands) (In thousands) Outstanding at December 31, 2014 6,246 $ 5.09 Granted 142 $ 6.35 Exercised (1,388 ) $ 4.84 Forfeited (2 ) $ 6.92 Outstanding at December 31, 2015 4,998 $ 5.19 5.8 $ 29,417 Exercisable at December 31, 2015 3,472 $ 4.19 4.8 $ 23,922 |
Outstanding and Exercisable Stock Options | Outstanding and exercisable stock options at December 31, 2015 were as follows (shares in thousands): Outstanding Exercisable Range of Exercise Prices Shares Weighted Weighted Shares Weighted $3.15 766 $ 3.15 6.8 766 $ 3.15 $3.19 - $3.72 1,877 $ 3.20 4.1 1,850 $ 3.19 $6.35 - $6.70 262 $ 6.51 5.9 121 $ 6.70 $7.15- $7.67 2,093 $ 7.57 7.0 735 $ 7.38 $3.15 - $7.67 4,998 $ 5.19 5.8 3,472 $ 4.19 |
Summary of Restricted Stock Activity | The following table summarizes restricted stock activity for the year ended December 31, 2015 (shares in thousands): Shares Weighted Nonvested at December 31, 2014 27 $ 3.72 Granted — $ — Vested (14 ) $ 3.72 Forfeited — $ — Nonvested at December 31, 2015 13 $ 3.72 |
Summary of Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity for the year ended December 31, 2015 (shares in thousands): Shares Weighted Nonvested at December 31, 2014 1,855 $ 7.48 Granted 159 $ 7.26 Vested (495 ) $ 7.38 Forfeited (3 ) $ 6.85 Nonvested at December 31, 2015 1,516 $ 7.49 |
Facility Closure Costs (Tables)
Facility Closure Costs (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring And Related Activities [Abstract] | |
Summary of Facility Closure Reserves | An analysis of our facility closure reserves for the periods reflected is as follows: 2013 Additions Payments 2014 Additions Assumed in Acquisition Payments 2015 (In thousands) Facility and other exit costs, net of estimated sub-lease rental income $ 1,700 $ 515 $ (1,068 ) $ 1,147 $ 2,836 $ 12,494 $ (3,942 ) $ 12,535 Employee severance and termination benefits — — — — 1,434 — (1,181 ) 253 Total facility closure reserve $ 1,700 $ 515 $ (1,068 ) $ 1,147 $ 4,270 $ 12,494 $ (5,123 ) $ 12,788 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax Expense (Benefit) Included in Continuing Operations | The components of income tax expense (benefit) included in continuing operations were as follows for the years ended December 31: 2015 2014 2013 (In thousands) Current: Federal $ — $ — $ (594 ) State 1,100 587 446 1,100 587 (148 ) Deferred: Federal 2,530 457 827 State 757 67 90 3,287 524 917 Income tax expense $ 4,387 $ 1,111 $ 769 |
Reconciliation of Deferred Tax Assets and Liabilities | Temporary differences, which give rise to deferred tax assets and liabilities, were as follows as of December 31: 2015 2014 (In thousands) Deferred tax assets related to: Accrued expenses $ 6,786 $ 1,764 Insurance reserves 7,156 4,461 Facility closure reserves 429 1,128 Stock-based compensation expense 7,284 8,066 Accounts receivable 1,358 658 Inventories 8,200 6,394 Operating loss and credit carryforwards 110,425 106,593 Goodwill and other intangible assets 9,176 1,999 Property, plant and equipment — 5,931 Other 4,494 512 155,308 137,506 Valuation allowance (136,548 ) (133,183 ) Total deferred tax assets 18,760 4,323 Deferred tax liabilities related to: Prepaid expenses (6,344 ) (2,223 ) Goodwill and other intangible assets (11,502 ) (8,281 ) Property, plant and equipment (10,381 ) — Total deferred tax liabilities (28,227 ) (10,504 ) Net deferred tax liability $ (9,467 ) $ (6,181 ) |
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 for the years ended December 31: 2015 2014 2013 Statutory federal income tax rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal income tax 8.3 5.2 0.1 Valuation allowance (52.1 ) (36.5 ) (36.9 ) Permanent difference – 162(m) limitation (5.4 ) 0.7 — Permanent difference – Warrant mark to market (8.6 ) (0.8 ) (1.3 ) Permanent difference – Other (0.9 ) 2.0 — Other 0.1 — 1.2 (23.6 )% 5.6 % (1.9 )% |
Changes in Valuation Allowance | The following table shows the changes in our valuation allowance: 2015 2014 2013 (In thousands) Balance at January 1, $ 133,183 $ 143,682 $ 127,700 Additions charged to expense: Continuing operations 9,679 — 15,878 Discontinued operations — 131 178 Reductions credited to expense: Continuing operations — (7,178 ) — Discontinued operations (55 ) — — Deductions (6,259 ) (3,452 ) (74 ) Balance at December 31, $ 136,548 $ 133,183 $ 143,682 |
Changes in Uncertain Tax Positions Exclusive of Effect of Interest and Penalties | The following table shows the changes in the amount of our uncertain tax positions (exclusive of the effect of interest and penalties): 2015 2014 2013 (In thousands) Balance at January 1, $ 378 $ 950 $ 2,080 Tax positions taken in prior periods: Gross increases — 2 — Gross decreases — — — Tax positions taken in current period: Gross increases 12 13 11 Settlements with taxing authorities — — — Lapse of applicable statute of limitations (182 ) (587 ) (1,141 ) Balance at December 31, $ 208 $ 378 $ 950 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Noncancelable Operating Leases Payments | Future minimum commitments for noncancelable operating leases with initial or remaining lease terms in excess of one year are as follows: Related Party Total* (In thousands) Year ending December 31, 2016 $ 628 $ 59,680 2017 628 51,708 2018 161 41,771 2019 140 29,483 2020 144 16,546 Thereafter 557 45,174 $ 2,258 $ 244,362 * Includes related party future minimum commitments for noncancelable operating leases. |
Segment and Product Informati39
Segment and Product Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Reconciling Information by Reportable Segments | The following tables present Net sales, Income (loss) from continuing operations before income taxes and certain other measures for the reportable segments, reconciled to consolidated total continuing operations, for the years ended December, 31, (in thousands): 2015 Reportable segments Net Sales Depreciation & Amortization Interest Income (loss) from continuing operations before income taxes Northeast $ 630,486 $ 6,126 $ 7,531 $ 26,907 Southeast 917,022 6,200 14,598 13,703 South 1,098,359 13,633 13,272 39,533 West 789,275 10,111 6,217 31,177 Total reportable segments 3,435,142 36,070 41,618 111,320 All other 129,283 22,210 67,581 (129,902 ) Total consolidated $ 3,564,425 $ 58,280 $ 109,199 $ (18,582 ) 2014 Reportable segments Net Sales Depreciation & Amortization Interest Income (loss) from continuing operations before income taxes Northeast $ 229,998 $ 1,068 $ 3,634 $ 3,464 Southeast 672,059 2,743 11,925 5,465 South 574,831 2,963 7,761 13,832 West — — — — Total reportable segments 1,476,888 6,774 23,320 22,761 All other 127,208 2,745 7,029 (3,092 ) Total consolidated $ 1,604,096 $ 9,519 $ 30,349 $ 19,669 2013 Reportable segments Net Sales Depreciation & Amortization Interest Income (loss) from continuing operations before income taxes Northeast $ 239,860 $ 1,313 $ 3,813 $ 5,715 Southeast 649,654 3,356 11,214 9,199 South 492,344 1,991 7,247 10,061 West — — — — Total reportable segments 1,381,858 6,660 22,274 24,975 All other 108,034 2,645 67,364 (66,571 ) Total consolidated $ 1,489,892 $ 9,305 $ 89,638 $ (41,596 ) |
Schedule of Segment Reporting Information by Product Category | Sales by product category were as follows for the years ended December 31: 2015 2014 2013 (In thousands) Lumber & lumber sheet goods $ 1,151,657 $ 563,392 $ 570,830 Windows, doors & millwork 868,835 505,501 435,779 Manufactured products 644,391 333,589 295,481 Gypsum, roofing & insulation 265,867 46,934 46,362 Siding, metal & concrete products 269,236 41,794 37,890 Other building & product services 364,439 112,886 103,550 Total sales $ 3,564,425 $ 1,604,096 $ 1,489,892 |
Unaudited Quarterly Financial40
Unaudited Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Results of Operations | The following tables summarize the consolidated quarterly results of operations for 2015 and 2014 (in thousands, except per share amounts): 2015 First Quarter Second Quarter Third Quarter Fourth Quarter Net sales $ 370,986 $ 461,521 $ 1,276,063 $ 1,455,855 Gross margin 83,733 110,614 324,774 382,337 Income (loss) from continuing operations (7,162 )(1) 3,566 (2) (8,757 )(3) (10,616 )(4) Income (loss) from discontinued operations, net of tax 92 10 — 36 Net income (loss) (7,070 ) 3,576 (8,757 ) (10,580 ) Basic net income (loss) per share Income (loss) from continuing operations $ (0.07 )(1) $ 0.04 (2) $ (0.08 )(3) $ (0.10 )(4) Loss from discontinued operations (0.00 ) (0.00 ) (0.00 ) 0.00 Net income (loss) $ (0.07 ) $ 0.04 $ (0.08 ) $ (0.10 ) Diluted net income (loss) per share Income (loss) from continuing operations $ (0.07 )(1) $ 0.03 (2) $ (0.08 )(3) $ (0.10 )(4) Loss from discontinued operations (0.00 ) (0.00 ) (0.00 ) 0.00 Net income (loss) $ (0.07 ) $ 0.03 $ (0.08 ) $ (0.10 ) 2014 First Quarter Second Quarter Third Quarter Fourth Quarter Net sales $ 345,909 $ 426,543 $ 434,907 $ 396,737 Gross margin 74,915 93,799 97,647 90,636 Income (loss) from continuing operations (3,312 )(5) 10,620 (6) 8,739 (7) 2,511 (8) Loss from discontinued operations, net of tax (72 ) (11 ) (235 ) (90 ) Net income (loss) (3,384 ) 10,609 8,504 2,421 Basic net income (loss) per share Income (loss) from continuing operations $ (0.03 )(5) $ 0.11 (6) $ 0.09 (7) $ 0.02 (8) Loss from discontinued operations (0.00 ) (0.00 ) (0.00 ) (0.00 ) Net income (loss) $ (0.03 ) $ 0.11 $ 0.09 $ 0.02 Diluted net income (loss) per share Income (loss) from continuing operations $ (0.03 )(5) $ 0.09 (6) $ 0.07 (7) $ 0.02 (8) Loss from discontinued operations (0.00 ) (0.00 ) (0.00 ) (0.00 ) Net income (loss) $ (0.03 ) $ 0.09 $ 0.07 $ 0.02 (1) Includes acquisition costs of $5.5 million as discussed in Note 3, fair value adjustments for the warrants of $0.2 million as discussed in Note 8 and a valuation allowance of $3.1 million as discussed in Note 12. (2) Includes acquisition costs of $6.4 million as discussed in Note 3, fair value adjustments for the warrants of $4.7 million as discussed in Note 8 and a valuation allowance of $(1.3) million as discussed in Note 12. (3) Includes acquisition costs of $8.8 million as discussed in Note 3, financing costs of $13.2 million as discussed in Note 8 and a valuation allowance of $1.1 million as discussed in Note 12. (4) Includes acquisition costs of $0.2 million as discussed in Note 3 and a valuation allowance of $6.8 million as discussed in Note 12. (5) Includes fair value adjustments for the warrants of $1.2 million as discussed in Note 8 and a valuation allowance of $1.0 million as discussed in Note 12. (6) Includes fair value adjustments for the warrants of $(1.2) million as discussed in Note 8, and a valuation allowance of $(4.1) million as discussed in Note 12. (7) Includes fair value adjustments for the warrants of $(1.3) million as discussed in Note 8, facility closure costs of $0.1 million as discussed in Note 11, and a valuation allowance of $(3.3) million as discussed in Note 12. (8) Includes fair value adjustments for the warrants of $0.9 million as discussed in Note 8, facility closure costs of $0.2 million as discussed in Note 11, and a valuation allowance of $(0.9) million as discussed in Note 12. |
Description of the Business - A
Description of the Business - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015States | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Entity formed, year | 1,998 |
Number of states | 40 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($)Customershares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)shares | Jul. 31, 2015USD ($) | Apr. 04, 2015shares | May. 29, 2013USD ($) | |
Significant Accounting Policies [Line Items] | ||||||||||||
Usual completion period for contracts with service elements | 30 days | |||||||||||
Maximum sale to single customer, percentage | 5.00% | |||||||||||
Sales return reserve | $ 1,400,000 | $ 3,800,000 | $ 1,400,000 | $ 1,200,000 | ||||||||
Maximum purchases from single supplier, percentage | 7.00% | |||||||||||
Shipping and handling costs | $ 171,900,000 | $ 79,700,000 | $ 71,100,000 | |||||||||
Income excluded from net income in the computation of diluted EPS | $ 4,700,000 | $ 200,000 | $ 900,000 | $ (1,300,000) | $ (1,200,000) | $ 1,200,000 | ||||||
Warrants outstanding | shares | 0 | 700,000 | ||||||||||
2021 notes | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Private offered aggregate principal amount rate | 7.625% | |||||||||||
Aggregate principal amount | $ 350,000,000 | |||||||||||
2021 notes | Level 2 | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Fair value of long term debt | $ 372,300,000 | |||||||||||
2023 notes | Level 2 | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Fair value of long term debt | 698,300,000 | |||||||||||
Term Loan Due On 2015 | Level 2 | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Fair value of long term debt | 591,100,000 | |||||||||||
2015 term loan | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Aggregate principal amount | $ 598,600,000 | $ 600,000,000 | ||||||||||
2023 notes | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Private offered aggregate principal amount rate | 10.75% | 10.75% | ||||||||||
Aggregate principal amount | $ 700,000,000 | $ 700,000,000 | ||||||||||
Warrants | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Shares excluded from computation of EPS | shares | 700,000 | |||||||||||
Securities included in the computation of diluted EPS | shares | 700,000 | |||||||||||
Income excluded from net income in the computation of diluted EPS | $ 500,000 | |||||||||||
Restricted Stock | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Securities included in the computation of diluted EPS | shares | 27,000 | |||||||||||
Shares excluded from computation of EPS | shares | 13,000 | 610,000 | ||||||||||
Stock Options | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Shares excluded from computation of EPS | shares | 4,998,000 | 4,933,000 | ||||||||||
Securities included in the computation of diluted EPS | shares | 6,246,000 | |||||||||||
Restricted Stock Units (RSUs) | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Shares excluded from computation of EPS | shares | 1,516,000 | |||||||||||
Securities included in the computation of diluted EPS | shares | 1,855,000 | |||||||||||
Computer Software | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Estimated useful lives | 3 years | |||||||||||
Customer Concentration Risk | Sales Revenue, Net | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Number of top sales customers | Customer | 10 | |||||||||||
Percentage of net revenue from major customers | 17.00% | |||||||||||
Long Term Debt | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Prior period reclassification from other assets to long-term debt | $ 9,000,000 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Reconciliation of Accounts Receivable - Classified (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Reconciliation of accounts receivable - classified | ||
Accounts Receivable | $ 536,593 | $ 143,217 |
Less: allowance for returns and doubtful accounts | 8,049 | 3,153 |
Accounts receivable, net | $ 528,544 | $ 140,064 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Rollforward of Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Rollforward of allowance for doubtful accounts | |||
Beginning Balance | $ 1,734 | $ 2,413 | $ 1,864 |
Additions | 2,285 | (274) | 900 |
Deductions (write-offs, net of recoveries) | 226 | (405) | (351) |
Ending Balance | $ 4,245 | $ 1,734 | $ 2,413 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Estimated useful lives of assets (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Buildings and Improvements | Minimum | |
Estimated useful lives of assets | |
Estimated useful lives | 20 years |
Buildings and Improvements | Maximum | |
Estimated useful lives of assets | |
Estimated useful lives | 40 years |
Machinery and Equipment | Minimum | |
Estimated useful lives of assets | |
Estimated useful lives | 3 years |
Machinery and Equipment | Maximum | |
Estimated useful lives of assets | |
Estimated useful lives | 10 years |
Furniture and Fixtures | Minimum | |
Estimated useful lives of assets | |
Estimated useful lives | 3 years |
Furniture and Fixtures | Maximum | |
Estimated useful lives of assets | |
Estimated useful lives | 5 years |
Leasehold Improvements | |
Estimated useful lives of assets | |
Leasehold improvements | The shorter of the estimated useful life or the remaining lease term |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Reconciliation of Weighted Average Common Shares Used in Calculation of Basic and Diluted EPS (Detail) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of weighted average common shares used in calculation of basic and diluted EPS | |||
Weighted average shares for basic EPS | 103,190 | 98,050 | 96,449 |
Dilutive effect of options, warrants, and RSUs | 2,472 | ||
Weighted average shares for diluted EPS | 103,190 | 100,522 | 96,449 |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - Schedule of Fair Value Option Award of Weighted Average Assumptions (Detail) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of fair value option award of weighted average assumptions | ||
Expected life | 6 years | 5 years 9 months 18 days |
Expected volatility | 75.20% | 92.10% |
Expected dividend yield | 0.00% | 0.00% |
Risk-free rate | 1.75% | 1.83% |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Supplemental Cash Flow Elements [Abstract] | |||
Cash payments for interest | $ 55,028 | $ 28,338 | $ 78,232 |
Cash payments for income taxes | $ 1,409 | $ 456 | $ 407 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 31, 2015 | Feb. 09, 2015 | Dec. 22, 2014 | Oct. 02, 2014 | Aug. 06, 2014 | Jul. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | |||||||||||||||||||
Acquisition related costs | $ 200 | $ 8,800 | $ 6,400 | $ 5,500 | |||||||||||||||
Amortization period of acquired goodwill for tax purpose | 15 years | ||||||||||||||||||
Net sales | 1,455,855 | 1,276,063 | 461,521 | 370,986 | $ 396,737 | $ 434,907 | $ 426,543 | $ 345,909 | $ 3,564,425 | $ 1,604,096 | $ 1,489,892 | ||||||||
Net income (loss) | (10,580) | $ (8,757) | $ 3,576 | $ (7,070) | $ 2,421 | $ 8,504 | $ 10,609 | $ (3,384) | (22,831) | 18,150 | $ (42,691) | ||||||||
Builders FirstSource, Inc. | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Pro forma transactions related expenses | (34,600) | 34,600 | |||||||||||||||||
Acquisition-related Costs | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Pro forma transactions related expenses | (46,900) | 46,900 | |||||||||||||||||
Selling, General and Administrative Expense | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Acquisition related costs | $ 20,900 | 600 | |||||||||||||||||
Slone Lumber | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Cash consideration for certain assets acquired | $ 8,700 | ||||||||||||||||||
Date of acquisition | Jun. 30, 2014 | ||||||||||||||||||
West Orange | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Cash consideration for certain assets acquired | $ 9,800 | ||||||||||||||||||
Date of acquisition | Jul. 31, 2014 | ||||||||||||||||||
Truss Rite | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Cash consideration for certain assets acquired | $ 14,600 | ||||||||||||||||||
Date of acquisition | Aug. 6, 2014 | ||||||||||||||||||
Trim Tech of Austin | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Cash consideration for certain assets acquired | $ 19,400 | ||||||||||||||||||
Date of acquisition | Oct. 1, 2014 | ||||||||||||||||||
Empire Truss | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Cash consideration for certain assets acquired | $ 16,800 | ||||||||||||||||||
Date of acquisition | Dec. 22, 2014 | ||||||||||||||||||
Timber Tech Texas, Inc. and its affiliates | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Cash consideration for certain assets acquired | $ 5,800 | ||||||||||||||||||
Date of acquisition | Feb. 9, 2015 | ||||||||||||||||||
ProBuild Holdings LLC | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Cash consideration for certain assets acquired | $ 1,630,000 | ||||||||||||||||||
Date of acquisition | Jul. 31, 2015 | ||||||||||||||||||
Fair value of acquired intangible assets | $ 184,500 | $ 184,500 | $ 184,500 | ||||||||||||||||
Net sales | 1,863,100 | ||||||||||||||||||
Net income (loss) | $ 48,500 | ||||||||||||||||||
Pro forma transactions related expenses | $ (12,300) | $ 12,300 |
Acquisitions - Fair Values of A
Acquisitions - Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | |||
Goodwill | $ 739,625 | $ 139,774 | $ 111,193 |
Material Business Acquisitions | |||
Business Acquisition [Line Items] | |||
Accounts receivable | 470,105 | ||
Other receivables | 34,718 | ||
Inventory | 411,160 | ||
Other current assets | 12,101 | ||
Property, plant and equipment | 658,540 | ||
Assets held for sale | 10,911 | ||
Goodwill | 602,690 | ||
Intangible assets | 184,509 | ||
Other assets | 2,016 | ||
Total assets acquired | 2,386,750 | ||
Checks outstanding | (32,378) | ||
Current maturities of long term debt and lease obligations | (25,456) | ||
Accounts payable | (339,673) | ||
Accrued liabilities | (210,436) | ||
Other long-term liabilities | (53,703) | ||
Long-term debt and lease obligations, net of current maturities | (262,390) | ||
Total liabilities assumed | (924,036) | ||
Total net assets acquired | 1,462,714 | ||
All Other | |||
Business Acquisition [Line Items] | |||
Accounts receivable | 306 | 9,544 | |
Inventory | 1,095 | 5,417 | |
Property, plant and equipment | 3,961 | 8,580 | |
Goodwill | (2,839) | 28,581 | |
Intangible assets | 3,311 | 17,467 | |
Other assets | 34 | ||
Total assets acquired | 5,834 | 69,623 | |
Accrued liabilities | (37) | (286) | |
Total liabilities assumed | (37) | (286) | |
Total net assets acquired | $ 5,797 | $ 69,337 |
Acquisition - Schedule of Unaud
Acquisition - Schedule of Unaudited Pro Forma Operating Results (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Combinations [Abstract] | ||
Net sales | $ 6,066,792 | $ 6,082,819 |
Net loss | $ (10,433) | $ (127,880) |
Basic net loss per share | $ (0.10) | $ (1.19) |
Diluted net loss per share | $ (0.10) | $ (1.19) |
Property, Plant and Equipment -
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 46.3 | $ 8.5 | $ 8.9 |
Depreciation expense included in cost of goods | 5.3 | 2.5 | $ 2.4 |
Capital and financial lease obligation accumulated amortization | $ 4.9 | $ 1.2 |
Property, Plant and Equipment53
Property, Plant and Equipment - Summary of Assets Held Under Lease (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Line Items] | ||
Capital and financial lease obligation | $ 322,545 | $ 4,107 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Capital and financial lease obligation | 124,987 | |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Capital and financial lease obligation | 183,390 | $ 4,107 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Capital and financial lease obligation | $ 14,168 |
Property, Plant and Equipment54
Property, Plant and Equipment - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Summary of Property, Plant and Equipment | ||
Property, plant and equipment | $ 922,598 | $ 227,996 |
Less: accumulated depreciation | 188,269 | 152,317 |
Property, plant and equipment, net | 734,329 | 75,679 |
Land | ||
Summary of Property, Plant and Equipment | ||
Property, plant and equipment | 214,302 | 17,334 |
Buildings and Improvements | ||
Summary of Property, Plant and Equipment | ||
Property, plant and equipment | 338,566 | 64,776 |
Machinery and Equipment | ||
Summary of Property, Plant and Equipment | ||
Property, plant and equipment | 314,446 | 113,609 |
Furniture and Fixtures | ||
Summary of Property, Plant and Equipment | ||
Property, plant and equipment | 47,456 | 18,936 |
Construction in Progress | ||
Summary of Property, Plant and Equipment | ||
Property, plant and equipment | $ 7,828 | $ 13,341 |
Goodwill - Schedule of Change i
Goodwill - Schedule of Change in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | ||
Goodwill | $ 184,410 | $ 155,829 |
Accumulated impairment losses | (44,636) | (44,636) |
Goodwill, net | 139,774 | 111,193 |
Acquisitions and other purchase price adjustments | 599,851 | 28,581 |
Goodwill | 784,261 | 184,410 |
Accumulated impairment losses | (44,636) | (44,636) |
Goodwill, net | 739,625 | 139,774 |
Northeast | ||
Goodwill [Line Items] | ||
Goodwill | 13,609 | 13,609 |
Accumulated impairment losses | (494) | (494) |
Goodwill, net | 13,115 | 13,115 |
Acquisitions and other purchase price adjustments | 83,493 | |
Goodwill | 97,102 | 13,609 |
Accumulated impairment losses | (494) | (494) |
Goodwill, net | 96,608 | 13,115 |
Southeast | ||
Goodwill [Line Items] | ||
Goodwill | 49,591 | 49,591 |
Accumulated impairment losses | (615) | (615) |
Goodwill, net | 48,976 | 48,976 |
Acquisitions and other purchase price adjustments | 11,100 | |
Goodwill | 60,691 | 49,591 |
Accumulated impairment losses | (615) | (615) |
Goodwill, net | 60,076 | 48,976 |
South | ||
Goodwill [Line Items] | ||
Goodwill | 121,210 | 92,629 |
Accumulated impairment losses | (43,527) | (43,527) |
Goodwill, net | 77,683 | 49,102 |
Acquisitions and other purchase price adjustments | 208,452 | 28,581 |
Goodwill | 329,662 | 121,210 |
Accumulated impairment losses | (43,527) | (43,527) |
Goodwill, net | 286,135 | $ 77,683 |
West | ||
Goodwill [Line Items] | ||
Acquisitions and other purchase price adjustments | 296,806 | |
Goodwill | 296,806 | |
Goodwill, net | $ 296,806 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Period of projection of financial performance | 5 years | ||
Goodwill impairment charges | $ 0 | $ 0 | $ 0 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 207,445 | $ 20,049 |
Accumulated Amortization | (17,841) | (2,821) |
ProBuild Holdings LLC | ||
Finite Lived Intangible Assets [Line Items] | ||
Unfavorable Lease Obligation Gross | (19,547) | |
Unfavorable Lease Obligation Accumulated Amortization | 2,072 | |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 148,910 | 18,423 |
Accumulated Amortization | (12,968) | (2,695) |
Noncompete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 766 | 392 |
Accumulated Amortization | (170) | (31) |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 51,361 | 1,234 |
Accumulated Amortization | (4,155) | $ (95) |
Favorable Lease Intangibles | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,408 | |
Accumulated Amortization | $ (548) |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Finite Lived Intangible Assets [Line Items] | |||
Amortization Expenses | $ 11,900 | $ 1,100 | $ 400 |
Impairment charge against intangible assets | $ 1,400 | ||
Trade Names | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted average useful lives of acquired assets | 9 years 8 months 12 days | ||
Customer Relationships | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted average useful lives of acquired assets | 13 years 6 months | ||
Favorable and Unfavorable Lease Intangibles | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted average useful lives of acquired assets | 10 years | ||
ProBuild Holdings LLC | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets | $ 184,500 | ||
Unfavorable lease obligation | 19,547 | ||
ProBuild Holdings LLC | Trade Names | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets | 50,100 | ||
ProBuild Holdings LLC | Customer Relationships | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets | 128,000 | ||
ProBuild Holdings LLC | Favorable Lease Intangibles | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets | $ 6,400 |
Intangible Assets - Estimated A
Intangible Assets - Estimated Amortization Expense for Intangible Assets (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2,016 | $ 22,495 |
2,017 | 20,652 |
2,018 | 19,504 |
2,019 | 18,457 |
2,020 | 15,274 |
Thereafter | 75,747 |
Total future net intangible amortization expense | $ 172,129 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Summary of accrued liabilities | ||
Accrued payroll and other employee related expenses | $ 120,138 | $ 18,974 |
Accrued business taxes | 29,054 | 9,168 |
Self-insurance reserves | 35,240 | 10,386 |
Accrued interest | 33,712 | 2,329 |
Facility closure reserves | 5,228 | 1,646 |
Casualty claims in excess of retained loss limit | 8,845 | 11,335 |
Customer obligations | 38,173 | 6,105 |
Other | 23,515 | 7,723 |
Total accrued liabilities | $ 293,905 | $ 67,666 |
Long-Term Debt - Long-Term Debt
Long-Term Debt - Long-Term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Debt instrument carrying amount | $ 1,708,625 | |
Lease finance obligations | 280,909 | $ 3,904 |
Capital lease obligations (Note 9) | 8,159 | |
Long term debt and lease obligations gross | 1,997,693 | 383,904 |
Unamortized debt discount and debt issuance costs | (46,022) | (9,001) |
Long-term debt and lease obligation | 1,951,671 | 374,903 |
Current maturities of long-term debt and lease obligations | 29,153 | 30,074 |
Long-term debt and lease obligations, net of current maturities | 1,922,518 | 344,829 |
2021 notes | ||
Debt Instrument [Line Items] | ||
Debt instrument carrying amount | 350,000 | 350,000 |
2023 notes | ||
Debt Instrument [Line Items] | ||
Debt instrument carrying amount | 700,000 | |
2015 term loan | ||
Debt Instrument [Line Items] | ||
Debt instrument carrying amount | 598,625 | |
2013 facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 30,000 | |
2015 facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 60,000 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) | Jul. 31, 2015USD ($)$ / sharesshares | Jul. 31, 2015USD ($)$ / shares | May. 31, 2013USD ($) | May. 29, 2013USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2013USD ($) | Dec. 31, 2015USD ($)Propertyshares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Apr. 04, 2015shares | Dec. 31, 2012USD ($) | Dec. 31, 2011$ / sharesshares |
Debt Instrument [Line Items] | ||||||||||||
Extinguishment of term loan loss | $ 48,400,000 | |||||||||||
Prepayment premium | 39,500,000 | |||||||||||
Write off of unamortized debt discount on term loan | 6,800,000 | |||||||||||
Write off of unamortized deferred loan cost | $ 2,100,000 | |||||||||||
Outstanding letters of credit | $ 79,100,000 | |||||||||||
Warrants which allow for the purchase common stock | shares | 1,600,000 | |||||||||||
Warrants, which allow for the purchase common stock at a price | $ / shares | $ 2.50 | |||||||||||
Debt issuance cost | $ 15,600,000 | |||||||||||
Common stock, new shares issued | shares | 9,200,000 | |||||||||||
Common stock, new price per share | $ / shares | $ 12.80 | $ 12.80 | ||||||||||
Debt and equity issuance costs | 65,000,000 | |||||||||||
Commitment fees paid for bridge and backstop financing facilities | $ 13,200,000 | 13,200,000 | ||||||||||
Borrowings under revolving credit facility | 320,000,000 | $ 30,000,000 | 30,000,000 | |||||||||
Payments under revolving credit facility | $ 290,000,000 | 30,000,000 | ||||||||||
Number of warrants outstanding | shares | shares | 0 | 700,000 | ||||||||||
Lease finance obligations | $ 280,909,000 | $ 3,904,000 | ||||||||||
Payment of lease finance obligation | $ 9,700,000 | |||||||||||
ProBuild Holdings LLC | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Cash consideration for business acquisition | $ 1,630,000,000 | |||||||||||
Number of leased properties with single lessor | Property | 171 | |||||||||||
Master lease agreement description | As a result of the ProBuild acquisition, the Company is party to 171 individual property lease agreements with a single lessor as of December 31, 2015. These lease agreements have initial terms ranging from nine to fifteen years (expiring from 2016 through 2021) and renewal options in five-year increments providing for up to approximately 30-year remaining total lease terms. | |||||||||||
ProBuild Holdings LLC | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total lease term | 30 years | |||||||||||
Senior Secured Revolving Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Revolving credit facility agreement in years | 5 years | |||||||||||
Line of credit facility maximum borrowing capacity | $ 175,000,000 | |||||||||||
Repayments of long-term debt | $ 55,000,000 | |||||||||||
Debt issuance cost | 4,400,000 | |||||||||||
Unamortized deferred loan cost | 900,000 | |||||||||||
Letter of credit transferred | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Outstanding letters of credit | 12,700,000 | |||||||||||
Stand Alone Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility maximum borrowing capacity | $ 10,000,000 | |||||||||||
2015 facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility maximum borrowing capacity | 800,000,000 | 800,000,000 | ||||||||||
Debt issuance cost | $ 11,200,000 | |||||||||||
Line of credit facility outstanding | 295,000,000 | 295,000,000 | ||||||||||
2013 facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Write off of unamortized deferred loan cost | $ 900,000 | |||||||||||
Unamortized debt issuance cost | 3,000,000 | |||||||||||
Unamortized debt issuance cost capitalized | 2,100,000 | |||||||||||
2015 Senior Secured Revolving Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility maximum borrowing capacity | 800,000,000 | |||||||||||
Outstanding letters of credit | 79,100,000 | |||||||||||
Line of credit facility outstanding | $ 60,000,000 | |||||||||||
Weighted average interest rate of debt outstanding | 1.80% | |||||||||||
Line of credit facility, remaining borrowing capacity | $ 618,700,000 | |||||||||||
Borrowings under revolving credit facility | 295,000,000 | |||||||||||
Payments under revolving credit facility | $ 235,000,000 | |||||||||||
Line of credit facility maturity date | Jul. 31, 2020 | |||||||||||
Line of credit commitment fee percentage | 0.375% | |||||||||||
Interest rates of outstanding letters of credit | 1.50% | |||||||||||
Fronting fee per annum | 0.125% | |||||||||||
Minimum fixed charge ratio | 1 | |||||||||||
Debt instrument, covenant description | In addition, the 2015 facility also contains a financial covenant requiring the satisfaction of a minimum fixed charge ratio of 1.00 to 1.00 in the event that the Company does not meet a minimum measure of availability, currently the larger of $80.0 million or 10% of the maximum borrowing amount under the 2015 facility. | |||||||||||
Debt instrument minimum excess availability-dollars | $ 80,000,000 | |||||||||||
Debt instrument minimum excess availability-percentage | 10.00% | |||||||||||
2015 Senior Secured Revolving Facility | Maximum | Eurodollar Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument applicable rate | 1.75% | |||||||||||
2015 Senior Secured Revolving Facility | Maximum | Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument applicable rate | 0.75% | |||||||||||
2015 Senior Secured Revolving Facility | Minimum | Eurodollar Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument applicable rate | 1.25% | |||||||||||
2015 Senior Secured Revolving Facility | Minimum | Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument applicable rate | 0.25% | |||||||||||
2021 notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 350,000,000 | |||||||||||
Private offered aggregate principal amount rate | 7.625% | |||||||||||
Debt issuance cost | $ 11,200,000 | |||||||||||
Maturity date of debt instruments | Jun. 1, 2021 | |||||||||||
Debt instrument interest rate terms | Payable semi-annually in arrears on June 1 and December 1 of each year. | |||||||||||
Purchase price, Percentage of principal amount | 101.00% | |||||||||||
Redemption price Description | Equal to par plus a specified premium that declines to par. | |||||||||||
Senior Secured Floating Rate Notes Due 2016 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Amount of debt extinguishment | $ 139,700,000 | |||||||||||
Term Loan Due On 2015 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Amount of debt extinguishment | $ 225,000,000 | |||||||||||
2023 notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 700,000,000 | $ 700,000,000 | $ 700,000,000 | |||||||||
Private offered aggregate principal amount rate | 10.75% | 10.75% | 10.75% | |||||||||
Debt issuance cost | $ 18,100,000 | |||||||||||
Maturity date of debt instruments | Aug. 15, 2023 | |||||||||||
Debt instrument interest rate terms | Payable semi-annually on March 1 and September 1 of each year, commencing on March 1, 2016. | |||||||||||
Purchase price, Percentage of principal amount | 101.00% | |||||||||||
Net percentage of proceeds from debt issuance | 100.00% | |||||||||||
2023 notes | Redemption Period Prior to August 15,2018 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Purchase price, Percentage of principal amount | 100.00% | |||||||||||
2023 notes | Redemption Price Using Proceeds From Equity Offering | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Purchase price, Percentage of principal amount | 110.75% | |||||||||||
2023 notes | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption percentage of aggregate principal amount | 40.00% | |||||||||||
2015 term loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 600,000,000 | $ 600,000,000 | $ 598,600,000 | |||||||||
Debt issuance cost | $ 16,000,000 | |||||||||||
Maturity date of debt instruments | Jul. 31, 2022 | |||||||||||
Debt instrument interest rate terms | payable in March, June, September, and December of each year | |||||||||||
Net percentage of proceeds from debt issuance | 99.00% | |||||||||||
Mandatory principal repayment amount | $ 1,375,000 | |||||||||||
Weighted average interest rate of debt outstanding | 6.00% | |||||||||||
2015 term loan | Eurodollar Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument applicable rate | 5.00% | |||||||||||
2015 term loan | Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument applicable rate | 4.00% | |||||||||||
Equity Offering | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt issuance cost | $ 6,500,000 |
Long-Term Debt - Future Maturit
Long-Term Debt - Future Maturities of Long-Term Debt (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Long Term Debt By Maturity [Abstract] | |
2,016 | $ 5,500 |
2,017 | 5,500 |
2,018 | 5,500 |
2,019 | 5,500 |
2,020 | 65,500 |
Thereafter | 1,621,125 |
Total long-term debt (including current maturities) | $ 1,708,625 |
Long-Term Debt - Non-Cash Fair
Long-Term Debt - Non-Cash Fair Value Adjustments Related To Our Derivative Financial Instrument Recorded as Interest Expense on Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative Instruments Gain Loss [Line Items] | |||||||||
Amount of Gain (Loss) Recognized in Income | $ 4,700 | $ 200 | $ 900 | $ (1,300) | $ (1,200) | $ 1,200 | |||
Warrants | |||||||||
Derivative Instruments Gain Loss [Line Items] | |||||||||
Amount of Gain (Loss) Recognized in Income | $ 500 | ||||||||
Interest Expense | Warrants | |||||||||
Derivative Instruments Gain Loss [Line Items] | |||||||||
Amount of Gain (Loss) Recognized in Income | $ (4,563) | $ 456 | $ (1,502) |
Long-Term Debt - Fair Value Hie
Long-Term Debt - Fair Value Hierarchy Table on Recurring Basis (Level 2) (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Other long-term liabilities | $ 63,585 | $ 10,428 |
Carrying Value | Warrants | Fair Value Measurements Recurring | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Other long-term liabilities | 3,375 | |
Fair Value Measurement | Warrants | Level 2 | Fair Value Measurements Recurring | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Other long-term liabilities | $ 3,375 |
Long-Term Debt - Future Minimum
Long-Term Debt - Future Minimum Commitments for Lease Finance Obligations and Lease Payments (Detail) - Lease Financing Obligations $ in Thousands | Dec. 31, 2015USD ($) |
Sale Leaseback Transaction [Line Items] | |
2,016 | $ 21,814 |
2,017 | 20,908 |
2,018 | 20,847 |
2,019 | 20,847 |
2,020 | 20,766 |
Thereafter | 301,065 |
Total | $ 406,247 |
Capital Lease Obligations - Add
Capital Lease Obligations - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Capital Lease Obligations [Abstract] | |
Leases expiration period for property and equipment | 2,020 |
Capital Lease Obligations - Fut
Capital Lease Obligations - Future Minimum Lease Payments (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Capital Lease Obligations [Abstract] | |
2,016 | $ 7,180 |
2,017 | 624 |
2,018 | 296 |
2,019 | 296 |
2,020 | 167 |
Total minimum lease payments | 8,563 |
Less: amount representing interest | (404) |
Present value of net minimum payments | 8,159 |
Less: current portion | (6,876) |
Long-term capital lease obligations, net of current portion | $ 1,283 |
Employee Stock-Based Compensa69
Employee Stock-Based Compensation - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2010 | Jan. 31, 2010 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Option Outstanding | 4,998,000 | 6,246,000 | |||
Exercisable Options, Outstanding Number, Ending Balance | 3,472,000 | ||||
Weighted average grant date fair value of option | $ 4.20 | $ 5.71 | |||
Options, Granted | 142,000 | 0 | |||
Intrinsic value option exercised | $ 12,800,000 | $ 2,000,000 | $ 1,800,000 | ||
Stock compensation expense | 6,900,000 | 6,200,000 | 4,200,000 | ||
Stock compensation expense net of taxes | 6,900,000 | 6,200,000 | 4,200,000 | ||
Total fair value of options vested | 2,700,000 | $ 3,000,000 | $ 3,000,000 | ||
Total unrecognized compensation cost | $ 13,300,000 | ||||
Expected weighted average recognition period | 2 years 1 month 6 days | ||||
2014 Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares reserved for share based compensation award | 5,000,000 | ||||
Shares available for issuance | 3,500,000 | ||||
Option Outstanding | 141,000 | ||||
Exercisable Options, Outstanding Number, Ending Balance | 0 | ||||
2014 Incentive Plan | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock award granted vested period | 3 years | ||||
2014 Incentive Plan | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock award granted vested period | 4 years | ||||
2007 Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares reserved for share based compensation award | 7,000,000 | 2,500,000 | |||
Shares available for issuance | 56,000 | ||||
Option Outstanding | 3,164,000 | ||||
Exercisable Options, Outstanding Number, Ending Balance | 2,190,000 | ||||
2007 Incentive Plan | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock award granted vested period | 3 years | ||||
2007 Incentive Plan | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock award granted vested period | 4 years | ||||
2005 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock award granted vested period | 3 years | ||||
Shares available for issuance | 0 | ||||
Option Outstanding | 927,000 | ||||
Exercisable Options, Outstanding Number, Ending Balance | 516,000 | ||||
1998 Stock Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Granted term | 10 years | ||||
Option Outstanding | 766,000 | ||||
Exercisable Options, Outstanding Number, Ending Balance | 766,000 | ||||
1998 Stock Incentive Plan | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock award granted vested period | 7 years | ||||
1998 Stock Incentive Plan | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock award granted vested period | 9 years | ||||
Stock Options and SARS | 2014 Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Granted term | 10 years | ||||
Options Or Stock Appreciation Rights | 2007 Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Granted term | 10 years | ||||
Options Or Stock Appreciation Rights | 2007 Incentive Plan | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares reserved for share based compensation award | 7,000,000 | ||||
Options Or Stock Appreciation Rights | 2005 Equity Incentive Plan | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Granted term | 10 years | ||||
Awards Other than Stock Options and SARS | 2007 Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares available for issuance | 56,000 | ||||
Awards Other than Stock Options and SARS | 2007 Incentive Plan | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares reserved for share based compensation award | 3,500,000 | ||||
Restricted Stock Units (RSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares, Granted | 1,516,000 | 1,855,000 | |||
Weighted Average Grant Date Fair Value, Granted | $ 7.26 | $ 7.48 | $ 0 | ||
Total fair value of restricted stock/unit | $ 3,700,000 | $ 0 | $ 0 | ||
Restricted Stock Units (RSUs) | 2014 Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares, Granted | 1,115,000 | ||||
Restricted Stock Units (RSUs) | 2007 Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares, Granted | 401,000 | ||||
Restricted Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares, Granted | 13,000 | 27,000 | |||
Total fair value of restricted stock/unit | $ 49,600 | $ 2,000,000 | $ 2,100,000 |
Employee Stock-Based Compensa70
Employee Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2013 | |
Summarizes stock option activity | ||
Options, Outstanding Number, Beginning Balance | 6,246,000 | |
Options, Granted | 142,000 | 0 |
Options, Exercised | (1,388,000) | |
Options, Forfeited | (2,000) | |
Options, Outstanding Number, Ending Balance | 4,998,000 | |
Exercisable Options, Outstanding Number, Ending Balance | 3,472,000 | |
Weighted Average Exercise Price, Beginning Balance | $ 5.09 | |
Weighted Average Exercise Price, Granted | 6.35 | |
Weighted Average Exercise Price, Exercised | 4.84 | |
Weighted Average Exercise Price, Forfeited | 6.92 | |
Weighted Average Exercise Price, Ending Balance | 5.19 | |
Exercisable, Weighted Average Exercise Price, Ending Balance | $ 4.19 | |
Weighted Average Remaining Years, Outstanding | 5 years 9 months 18 days | |
Weighted Average Remaining Years, Exercisable | 4 years 9 months 18 days | |
Aggregate Intrinsic Value, Outstanding | $ 29,417 | |
Exercisable, Aggregate Intrinsic Value | $ 23,922 |
Employee Stock-Based Compensa71
Employee Stock-Based Compensation - Outstanding and Exercisable Stock Options (Detail) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Outstanding and exercisable stock options | ||
Range of Exercise Prices, Lower Range Limit | $ 3.15 | |
Range of Exercise Prices, Upper Range Limit | $ 7.67 | |
Option Outstanding | 4,998 | 6,246 |
Weighted Average Exercise Price | $ 5.19 | $ 5.09 |
Weighted Average Remaining Years, Outstanding | 5 years 9 months 18 days | |
Options Exercisable | 3,472 | |
Exercisable, Weighted Average Exercise Price | $ 4.19 | |
Range One | ||
Outstanding and exercisable stock options | ||
Range of Exercise Prices, Upper Range Limit | $ 3.15 | |
Option Outstanding | 766 | |
Weighted Average Exercise Price | $ 3.15 | |
Weighted Average Remaining Years, Outstanding | 6 years 9 months 18 days | |
Options Exercisable | 766 | |
Exercisable, Weighted Average Exercise Price | $ 3.15 | |
Range Two | ||
Outstanding and exercisable stock options | ||
Range of Exercise Prices, Lower Range Limit | 3.19 | |
Range of Exercise Prices, Upper Range Limit | $ 3.72 | |
Option Outstanding | 1,877 | |
Weighted Average Exercise Price | $ 3.20 | |
Weighted Average Remaining Years, Outstanding | 4 years 1 month 6 days | |
Options Exercisable | 1,850 | |
Exercisable, Weighted Average Exercise Price | $ 3.19 | |
Range Three | ||
Outstanding and exercisable stock options | ||
Range of Exercise Prices, Lower Range Limit | 6.35 | |
Range of Exercise Prices, Upper Range Limit | $ 6.70 | |
Option Outstanding | 262 | |
Weighted Average Exercise Price | $ 6.51 | |
Weighted Average Remaining Years, Outstanding | 5 years 10 months 24 days | |
Options Exercisable | 121 | |
Exercisable, Weighted Average Exercise Price | $ 6.70 | |
Range Four | ||
Outstanding and exercisable stock options | ||
Range of Exercise Prices, Lower Range Limit | 7.15 | |
Range of Exercise Prices, Upper Range Limit | $ 7.67 | |
Option Outstanding | 2,093 | |
Weighted Average Exercise Price | $ 7.57 | |
Weighted Average Remaining Years, Outstanding | 7 years | |
Options Exercisable | 735 | |
Exercisable, Weighted Average Exercise Price | $ 7.38 | |
Range Five | ||
Outstanding and exercisable stock options | ||
Option Outstanding | 4,998 | |
Weighted Average Exercise Price | $ 5.19 | |
Weighted Average Remaining Years, Outstanding | 5 years 9 months 18 days | |
Options Exercisable | 3,472 | |
Exercisable, Weighted Average Exercise Price | $ 4.19 |
Employee Stock-Based Compensa72
Employee Stock-Based Compensation - Summary of Restricted Stock Activity (Detail) - Restricted Stock shares in Thousands | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Summarizes restricted stock activity | |
Shares, Nonvested, Beginning balance | shares | 27 |
Shares, Vested | shares | (14) |
Shares, Nonvested, Ending balance | shares | 13 |
Weighted Average Grant Date Fair Value, Nonvested, Beginning Balance | $ / shares | $ 3.72 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 3.72 |
Weighted Average Grant Date Fair Value, Nonvested, Ending Balance | $ / shares | $ 3.72 |
Employee Stock-Based Compensa73
Employee Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Detail) - Restricted Stock Units (RSUs) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summarizes restricted stock activity | |||
Shares, Nonvested, Beginning balance | 1,855 | ||
Shares, Granted | 159 | ||
Shares, Vested | (495) | ||
Shares, Forfeited | (3) | ||
Shares, Nonvested, Ending balance | 1,516 | 1,855 | |
Weighted Average Grant Date Fair Value, Nonvested, Beginning Balance | $ 7.48 | ||
Weighted Average Grant Date Fair Value, Granted | 7.26 | $ 7.48 | $ 0 |
Weighted Average Grant Date Fair Value, Vested | 7.38 | ||
Weighted Average Grant Date Fair Value, Forfeited | 6.85 | ||
Weighted Average Grant Date Fair Value, Nonvested, Ending Balance | $ 7.49 | $ 7.48 |
Facility Closure Costs - Additi
Facility Closure Costs - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restructuring Cost And Reserve [Line Items] | |||||
Recognized future minimum lease obligations expense | $ 200 | $ 100 | $ 2,800 | $ 500 | $ 100 |
Employee severance costs | 1,400 | ||||
Exit cost reserves | $ 1,147 | 12,788 | $ 1,147 | $ 1,700 | |
Other long-term liabilities related to minimum lease obligations on vacated facilities | 8,800 | ||||
ProBuild Holdings LLC | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Exit cost reserves | $ 12,500 |
Facility Closure Costs - Summar
Facility Closure Costs - Summary of Facility Closure Reserves (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of facility closure reserves | ||
Restructuring Reserve, Beginning Balance | $ 1,147 | $ 1,700 |
Additions | 4,270 | 515 |
Assumed in Acquisition | 12,494 | |
Payments | (5,123) | (1,068) |
Restructuring Reserve, Ending Balance | 12,788 | 1,147 |
Facility and Other Exit Costs, Net of Estimated Sub-Lease Rental Income | ||
Summary of facility closure reserves | ||
Restructuring Reserve, Beginning Balance | 1,147 | 1,700 |
Additions | 2,836 | 515 |
Assumed in Acquisition | 12,494 | |
Payments | (3,942) | (1,068) |
Restructuring Reserve, Ending Balance | 12,535 | $ 1,147 |
Employee Severance and Termination Benefits | ||
Summary of facility closure reserves | ||
Additions | 1,434 | |
Payments | (1,181) | |
Restructuring Reserve, Ending Balance | $ 253 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) Included in Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
Federal | $ (594) | ||
State | $ 1,100 | $ 587 | 446 |
Total current income tax expense (benefit) | 1,100 | 587 | (148) |
Deferred: | |||
Federal | 2,530 | 457 | 827 |
State | 757 | 67 | 90 |
Total deferred income tax expense (benefit) | 3,287 | 524 | 917 |
Income tax expense | $ 4,387 | $ 1,111 | $ 769 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets related to: | ||||
Accrued expenses | $ 6,786 | $ 1,764 | ||
Insurance reserves | 7,156 | 4,461 | ||
Facility closure reserves | 429 | 1,128 | ||
Stock-based compensation expense | 7,284 | 8,066 | ||
Accounts receivable | 1,358 | 658 | ||
Inventories | 8,200 | 6,394 | ||
Operating loss and credit carryforwards | 110,425 | 106,593 | ||
Goodwill and other intangible assets | 9,176 | 1,999 | ||
Property, plant and equipment | 5,931 | |||
Other | 4,494 | 512 | ||
Total | 155,308 | 137,506 | ||
Valuation allowance | (136,548) | (133,183) | $ (143,682) | $ (127,700) |
Total deferred tax assets | 18,760 | 4,323 | ||
Deferred tax liabilities related to: | ||||
Prepaid expenses | (6,344) | (2,223) | ||
Goodwill and other intangible assets | (11,502) | (8,281) | ||
Property, plant and equipment | (10,381) | |||
Total deferred tax liabilities | (28,227) | (10,504) | ||
Net deferred tax liability | $ (9,467) | $ (6,181) |
Income Taxes - Reconciliation78
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate to Our Effective Rate for Continuing Operations (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of statutory federal income tax rate to effective rate for continuing operations | |||
Statutory federal income tax rate | 35.00% | 35.00% | 35.00% |
State income taxes, net of federal income tax | 8.30% | 5.20% | 0.10% |
Valuation allowance | (52.10%) | (36.50%) | (36.90%) |
Permanent difference – Other | (0.90%) | 2.00% | |
Other | 0.10% | 1.20% | |
Total effective rate for continuing operations | (23.60%) | 5.60% | (1.90%) |
162(m) Limitation | |||
Reconciliation of statutory federal income tax rate to effective rate for continuing operations | |||
Permanent difference | (5.40%) | 0.70% | |
Warrant Mark To Market | |||
Reconciliation of statutory federal income tax rate to effective rate for continuing operations | |||
Permanent difference | (8.60%) | (0.80%) | (1.30%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015USD ($)States | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($)States | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) | |
Income Taxes [Line Items] | ||||||||||||
Tax benefit for stock option exercised | $ 15,900 | |||||||||||
Ownership change percentage criteria under Section 382 of the Internal Revenue Code | 50.00% | |||||||||||
Testing period | 3 years | |||||||||||
Valuation allowance related to net deferred tax | $ 6,800 | $ 1,100 | $ (1,300) | $ 3,100 | $ (900) | $ (3,300) | $ (4,100) | $ 1,000 | $ 9,679 | $ (7,178) | $ 15,878 | |
Accrued interest and penalties | 0 | 0 | 0 | |||||||||
Total accrued interest and penalties | 300 | 300 | 300 | 300 | ||||||||
Uncertain tax position benefit affecting effective income tax rate | 208 | $ 378 | 208 | $ 378 | 950 | $ 2,080 | ||||||
Decrease in provision for tax excluding the impact to the valuation allowance | $ 100 | $ 100 | ||||||||||
Number of states | States | 41 | 41 | ||||||||||
Uncertain Tax Positions | ||||||||||||
Income Taxes [Line Items] | ||||||||||||
Valuation allowance related to net deferred tax | $ 600 | |||||||||||
State | ||||||||||||
Income Taxes [Line Items] | ||||||||||||
State and Federal Operating loss carry-forwards | $ 414,600 | $ 414,600 | ||||||||||
State Tax credit carry-forwards | 2,600 | $ 2,600 | ||||||||||
State and Federal Operating loss carry-forwards expiration year | 2,035 | |||||||||||
Federal | ||||||||||||
Income Taxes [Line Items] | ||||||||||||
State and Federal Operating loss carry-forwards | $ 281,200 | $ 281,200 | ||||||||||
State and Federal Operating loss carry-forwards expiration year | 2,035 |
Income Taxes - Changes in Valua
Income Taxes - Changes in Valuation Allowance (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of changes in valuation allowance | |||||||||||
Balance at January 1, | $ 133,183 | $ 143,682 | $ 133,183 | $ 143,682 | $ 127,700 | ||||||
Continuing operations | $ 6,800 | $ 1,100 | $ (1,300) | $ 3,100 | $ (900) | $ (3,300) | $ (4,100) | $ 1,000 | 9,679 | (7,178) | 15,878 |
Discontinued operations | 131 | 178 | |||||||||
Discontinued operations | (55) | ||||||||||
Deductions | (6,259) | (3,452) | (74) | ||||||||
Balance at December 31, | $ 136,548 | $ 133,183 | $ 136,548 | $ 133,183 | $ 143,682 |
Income Taxes - Changes in Uncer
Income Taxes - Changes in Uncertain Tax Positions Exclusive of Effect of Interest and Penalties (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of unrecognized tax benefits, excluding amounts pertaining to examined tax returns | |||
Balance at January 1, | $ 378 | $ 950 | $ 2,080 |
Tax positions taken in prior periods: | |||
Gross increases | 2 | ||
Tax positions taken in current period: | |||
Gross increases | 12 | 13 | 11 |
Lapse of applicable statute of limitations | (182) | (587) | (1,141) |
Balance at December 31, | $ 208 | $ 378 | $ 950 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Employee eligibility criteria for Compensation plan | 6 months | ||
Contribution by Plan participants as annual compensation percentage | 15.00% | ||
Plan Pro rata vesting period | 5 years | ||
Plan Expenses recognized | $ 6.5 | $ 0.4 | $ 0.4 |
Termination date of remaining plan benefits | Dec. 31, 2015 | ||
ProBuild Holdings LLC | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Retirement plan termination date | Jan. 30, 2015 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments And Contingencies [Line Items] | |||
Rent expenses under operating lease | $ 43.6 | $ 25.4 | $ 20.5 |
Guarantees under lease of residual value | 3.2 | ||
Outstanding letters of credit | $ 79.1 | ||
Property, Plant and Equipment | Minimum | |||
Commitments And Contingencies [Line Items] | |||
Total lease term | 1 year | ||
Property, Plant and Equipment | Maximum | |||
Commitments And Contingencies [Line Items] | |||
Total lease term | 20 years |
Commitments and Contingencies84
Commitments and Contingencies - Schedule of Future Noncancelable Operating Leases Payments (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Schedule of future noncancelable operating leases payments | |
2,016 | $ 59,680 |
2,017 | 51,708 |
2,018 | 41,771 |
2,019 | 29,483 |
2,020 | 16,546 |
Thereafter | 45,174 |
Total lease payment | 244,362 |
Related Party | |
Schedule of future noncancelable operating leases payments | |
2,016 | 628 |
2,017 | 628 |
2,018 | 161 |
2,019 | 140 |
2,020 | 144 |
Thereafter | 557 |
Total lease payment | $ 2,258 |
Segment and Product Informati85
Segment and Product Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015StatesStoreRegionSegment | |
Segment Reporting [Abstract] | |
Number of Locations | Store | 399 |
Number of states | States | 40 |
Number of geographic regions | Region | 9 |
Number of operating segments | Segment | 9 |
Segment and Product Informati86
Segment and Product Information - Schedule of Reconciling Information by Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Entity Wide Information Revenue From External Customer [Line Items] | |||||||||||
Net sales | $ 1,455,855 | $ 1,276,063 | $ 461,521 | $ 370,986 | $ 396,737 | $ 434,907 | $ 426,543 | $ 345,909 | $ 3,564,425 | $ 1,604,096 | $ 1,489,892 |
Depreciation & Amortization | 58,280 | 9,519 | 9,305 | ||||||||
Interest | 109,199 | 30,349 | 89,638 | ||||||||
Income (loss) from continuing operations before income taxes | (18,582) | 19,669 | (41,596) | ||||||||
Operating Segments | |||||||||||
Entity Wide Information Revenue From External Customer [Line Items] | |||||||||||
Net sales | 3,435,142 | 1,476,888 | 1,381,858 | ||||||||
Depreciation & Amortization | 36,070 | 6,774 | 6,660 | ||||||||
Interest | 41,618 | 23,320 | 22,274 | ||||||||
Income (loss) from continuing operations before income taxes | 111,320 | 22,761 | |||||||||
Operating Segments | Northeast | |||||||||||
Entity Wide Information Revenue From External Customer [Line Items] | |||||||||||
Net sales | 630,486 | 229,998 | 239,860 | ||||||||
Depreciation & Amortization | 6,126 | 1,068 | 1,313 | ||||||||
Interest | 7,531 | 3,634 | 3,813 | ||||||||
Income (loss) from continuing operations before income taxes | 26,907 | 3,464 | |||||||||
Operating Segments | Southeast | |||||||||||
Entity Wide Information Revenue From External Customer [Line Items] | |||||||||||
Net sales | 917,022 | 672,059 | 649,654 | ||||||||
Depreciation & Amortization | 6,200 | 2,743 | 3,356 | ||||||||
Interest | 14,598 | 11,925 | 11,214 | ||||||||
Income (loss) from continuing operations before income taxes | 13,703 | 5,465 | |||||||||
Operating Segments | South | |||||||||||
Entity Wide Information Revenue From External Customer [Line Items] | |||||||||||
Net sales | 1,098,359 | 574,831 | 492,344 | ||||||||
Depreciation & Amortization | 13,633 | 2,963 | 1,991 | ||||||||
Interest | 13,272 | 7,761 | 7,247 | ||||||||
Income (loss) from continuing operations before income taxes | 39,533 | 13,832 | |||||||||
Operating Segments | West | |||||||||||
Entity Wide Information Revenue From External Customer [Line Items] | |||||||||||
Net sales | 789,275 | ||||||||||
Depreciation & Amortization | 10,111 | ||||||||||
Interest | 6,217 | ||||||||||
Income (loss) from continuing operations before income taxes | 31,177 | ||||||||||
All other | |||||||||||
Entity Wide Information Revenue From External Customer [Line Items] | |||||||||||
Net sales | 129,283 | 127,208 | 108,034 | ||||||||
Depreciation & Amortization | 22,210 | 2,745 | 2,645 | ||||||||
Interest | 67,581 | 7,029 | $ 67,364 | ||||||||
Income (loss) from continuing operations before income taxes | $ (129,902) | $ (3,092) |
Segment and Product Informati87
Segment and Product Information - Segment Reporting Information by Product Category (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Entity Wide Information Revenue From External Customer [Line Items] | |||||||||||
Total sales | $ 1,455,855 | $ 1,276,063 | $ 461,521 | $ 370,986 | $ 396,737 | $ 434,907 | $ 426,543 | $ 345,909 | $ 3,564,425 | $ 1,604,096 | $ 1,489,892 |
Lumber And Lumber Sheet Goods | |||||||||||
Entity Wide Information Revenue From External Customer [Line Items] | |||||||||||
Total sales | 1,151,657 | 563,392 | 570,830 | ||||||||
Windows, Doors And Millwork | |||||||||||
Entity Wide Information Revenue From External Customer [Line Items] | |||||||||||
Total sales | 868,835 | 505,501 | 435,779 | ||||||||
Manufactured Products | |||||||||||
Entity Wide Information Revenue From External Customer [Line Items] | |||||||||||
Total sales | 644,391 | 333,589 | 295,481 | ||||||||
Gypsum Roofing And Insulation | |||||||||||
Entity Wide Information Revenue From External Customer [Line Items] | |||||||||||
Total sales | 265,867 | 46,934 | 46,362 | ||||||||
Siding, Metal And Concrete Products | |||||||||||
Entity Wide Information Revenue From External Customer [Line Items] | |||||||||||
Total sales | 269,236 | 41,794 | 37,890 | ||||||||
Other Building And Product Services | |||||||||||
Entity Wide Information Revenue From External Customer [Line Items] | |||||||||||
Total sales | $ 364,439 | $ 112,886 | $ 103,550 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | |||
Rental expenses paid to employee | $ 1 | $ 0.9 | $ 0.8 |
PGT, Inc. | |||
Related Party Transaction [Line Items] | |||
Windows purchased from PGT, Inc. | 9.3 | 6.3 | $ 5 |
Accounts payable to related parties | $ 1.1 | $ 0.8 |
Unaudited Quarterly Financial89
Unaudited Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 1,455,855 | $ 1,276,063 | $ 461,521 | $ 370,986 | $ 396,737 | $ 434,907 | $ 426,543 | $ 345,909 | $ 3,564,425 | $ 1,604,096 | $ 1,489,892 |
Gross margin | 382,337 | 324,774 | 110,614 | 83,733 | 90,636 | 97,647 | 93,799 | 74,915 | 901,458 | 356,997 | 319,920 |
Income (loss) from continuing operations | (10,616) | (8,757) | 3,566 | (7,162) | 2,511 | 8,739 | 10,620 | (3,312) | (22,969) | 18,558 | (42,365) |
Income (loss) from discontinued operations, net of tax | 36 | 10 | 92 | (90) | (235) | (11) | (72) | 138 | (408) | (326) | |
Net income (loss) | $ (10,580) | $ (8,757) | $ 3,576 | $ (7,070) | $ 2,421 | $ 8,504 | $ 10,609 | $ (3,384) | $ (22,831) | $ 18,150 | $ (42,691) |
Basic net income (loss) per share | |||||||||||
Income (loss) from continuing operations | $ (0.10) | $ (0.08) | $ 0.04 | $ (0.07) | $ 0.02 | $ 0.09 | $ 0.11 | $ (0.03) | $ (0.22) | $ 0.19 | $ (0.44) |
Loss from discontinued operations | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Net income (loss) | (0.10) | (0.08) | 0.04 | (0.07) | 0.02 | 0.09 | 0.11 | (0.03) | (0.22) | 0.19 | (0.44) |
Diluted net income (loss) per share | |||||||||||
Income (loss) from continuing operations | (0.10) | (0.08) | 0.03 | (0.07) | 0.02 | 0.07 | 0.09 | (0.03) | (0.22) | 0.18 | (0.44) |
Loss from discontinued operations | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||
Net income (loss) | $ (0.10) | $ (0.08) | $ 0.03 | $ (0.07) | $ 0.02 | $ 0.07 | $ 0.09 | $ (0.03) | $ (0.22) | $ 0.18 | $ (0.44) |
Unaudited Quarterly Financial90
Unaudited Quarterly Financial Data (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Amount of Gain (Loss) Recognized in Income | $ 4,700 | $ 200 | $ 900 | $ (1,300) | $ (1,200) | $ 1,200 | |||||
Valuation allowance related to net deferred tax | $ 6,800 | $ 1,100 | (1,300) | 3,100 | (900) | (3,300) | $ (4,100) | $ 1,000 | $ 9,679 | $ (7,178) | $ 15,878 |
Facility closure costs included in loss from continuing operations | $ 200 | $ 100 | 2,800 | $ 500 | $ 100 | ||||||
Acquisition related costs | $ 200 | 8,800 | $ 6,400 | $ 5,500 | |||||||
Commitment fees paid for bridge and backstop financing facilities | $ 13,200 | $ 13,200 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - USD ($) | Feb. 29, 2016 | Feb. 12, 2016 | Dec. 31, 2015 | Jul. 31, 2015 | Dec. 31, 2014 | May. 29, 2013 |
Subsequent Event [Line Items] | ||||||
Outstanding principal amount | $ 1,708,625,000 | |||||
2023 notes | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate principal amount of notes exchanged | 700,000,000 | $ 700,000,000 | ||||
Outstanding principal amount | 700,000,000 | |||||
2023 notes | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Amount of debt extinguishment | $ 63,800,000 | $ 218,600,000 | ||||
Outstanding principal amount | 417,600,000 | |||||
2021 notes | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate principal amount of notes exchanged | $ 350,000,000 | |||||
Outstanding principal amount | $ 350,000,000 | $ 350,000,000 | ||||
2021 notes | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate principal amount of notes exchanged | 60,000,000 | $ 207,600,000 | ||||
Outstanding principal amount | $ 617,600,000 |