Business Combinations and Dispositions | 2. Business Combinations and Dispositions On January 1, 2021, we completed our previously announced all stock merger transaction with BMC Stock Holdings, Inc., a Delaware corporation (“BMC”), pursuant to the Agreement and Plan of Merger, dated as of August 26, 2020 (as amended, restated, supplemented, or otherwise modified from time to time, the “Merger Agreement”), by and among Builders FirstSource, Inc., Boston Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of Builders FirstSource, Inc. (“Merger Sub”) and BMC. On the terms and subject to the conditions set forth in the Merger Agreement, on January 1, 2021, Merger Sub merged with and into BMC, with BMC continuing as the surviving corporation and a wholly owned subsidiary of Builders FirstSource, Inc. (the “BMC Merger”). The BMC Merger expands the Company’s geographic reach and value-added offerings. The BMC Merger was accounted for by the acquisition method, and accordingly the results of operations have been included in the Company’s consolidated financial statements from the acquisition date. Net sales and income before income taxes attributable to BMC were $1.8 billion and $179.6 million, respectively, for the three months ended June 30, 2021. Net sales and income before income taxes attributable to BMC were $3.2 billion and $223.1 million, respectively, for the six months ended June 30, 2021. Income before income taxes attributable to BMC reflects an increase in depreciation and amortization expense related to the recording of these assets at fair value as of the acquisition date and is also impacted by changes in the business post-acquisition. The consideration transferred was allocated to the identifiable assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with the excess recorded as goodwill. The fair value of acquired intangible assets of $1.5 billion was primarily related to customer relationships. Immediately following the BMC Merger, the Company settled certain assumed long-term debt of $359.8 million using cash on hand. We incurred transaction-related costs of $0 and $17.6 million related to the BMC Merger during the three and six months ended June 30, 2021, respectively, which are included in selling, general and administrative expenses in the accompanying condensed consolidated statement of operations. The consideration transferred was determined as the sum of the following: (A) the price per share of the Company’s common stock (“BFS common stock”) of $40.81 (based on the closing price per share of BFS common stock on December 31, 2020), multiplied by each of: (1) the approximately 88.7 million shares of BFS common stock issued to BMC stockholders in the BMC Merger (based on the number of shares of BMC common stock outstanding on December 31, 2020, multiplied by the exchange ratio as set forth in the Merger Agreement); and (2) the approximately 0.9 million shares of BFS common stock issued to holders of outstanding BMC restricted stock awards in connection with the BMC Merger (based on the number of BMC restricted stock awards outstanding as of December 31, 2020 (with performance-based awards vesting at target level of performance), multiplied by the exchange ratio as set forth in the Merger Agreement); plus (B) the fair value attributable to fully vested, outstanding options for BMC common stock held by current BMC employees that were assumed by the Company at the effective time and became options to purchase BFS common stock, with the number of shares and exercise price adjusted by the exchange ratio. The calculation of consideration transferred is as follows (in thousands, except ratios and per share amounts): Number of BMC common shares outstanding 67,568 Exchange ratio for common shares outstanding per Merger Agreement 1.3125 Shares of BFS common stock issued for BMC outstanding common stock 88,683 Number of BMC stock awards that vested as a result of the BMC Merger 688 Exchange ratio for stock awards expected to vest per Merger Agreement 1.3125 Shares of BFS common stock issued for BMC vested restricted stock awards 903 Price per share of BFS common stock $ 40.81 Fair value of BFS common stock issued for BMC outstanding common stock and vested equity awards $ 3,655,988 Fair value of modified BMC fully vested, unexercised options 2,374 Total consideration transferred $ 3,658,362 On May 3, 2021, we acquired certain assets and operations of John’s Lumber and Hardware Co. (“John’s Lumber”) for $ 24.8 This transaction was accounted for by the acquisition method, and accordingly the results of operations have been included in the Company’s consolidated financial statements from the acquisition date. The purchase price was allocated to the assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with the excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill. The fair value of acquired intangible assets of $2.6 million was primarily related to customer relationships. Pro forma results of operations as well as net sales and income attributable to John’s Lumber are not presented as this acquisition did not have a material impact on our results of operations. We did not incur any significant acquisition related costs attributable to this transaction. On June 28, 2021, we entered into an agreement to acquire WTS Paradigm, LLC (“Paradigm”), a software solutions and services provider for the building products industry for $450.0 million subject to customary adjustments. As consideration for entering into the agreement and for Paradigm forgoing other opportunities, we agreed to pay $225.0 million of the purchase price (“Exclusivity Payment”) upon signing of the agreement, which has been included within Other current assets in the condensed consolidated balance sheet as of June 30, 2021. The Exclusivity Payment is creditable against both the purchase price and a termination fee that is equal to the purchase price less the Exclusivity Payment ( The closing of the Paradigm acquisition is subject to the satisfaction or waiver of certain customary conditions to closing, including the termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Approval”). In the event that the agreement is terminated due to a failure to obtain the required HSR Approval before June 28, 2022 (subject to certain extensions) or due to the presence of a law or order related either to antitrust matters or certain customer litigation that prohibits the closing of the acquisition, we shall be required to pay the Termination Fee, subject to certain limited exceptions. In the event we pay the Termination Fee, the Paradigm business is required to be sold with the aggregate proceeds from such a sale remitted to the Company. On July 26, 2021, we completed the sale of our standalone Eastern U.S. gypsum distribution operations (“Disposal Group”) for total cash proceeds of approximately $76 million. The disposition meets the criteria to be classified as held-for-sale as of June 30, 2021 and therefore the assets and liabilities of the Disposal Group have been included in other current assets and accrued liabilities, respectively, in the condensed consolidated balance sheet as of June 30, 2021. The disposition does not meet the criteria for discontinued operations classification, thus the results of operations for this Disposal Group are reported within the Company’s one reportable segment in the condensed consolidated statement of operations for the three and six months ended June 30, 2021. The following table summarizes the aggregate fair values of the assets acquired and liabilities assumed for the BMC Merger and other acquisitions (in thousands): BMC Merger All Other Acquisitions Total Cash and cash equivalents $ 167,490 $ - $ 167,490 Accounts receivable 469,204 8,815 478,019 Other receivables 36,704 83 36,787 Inventories 460,146 7,308 467,454 Other current assets 32,891 56 32,947 Property, plant and equipment 555,170 831 556,001 Operating lease right-of-use assets 179,133 2,448 181,581 Goodwill 1,751,604 8,374 1,759,978 Intangible assets 1,470,000 2,550 1,472,550 Other assets 6,244 - 6,244 Total assets $ 5,128,586 $ 30,465 $ 5,159,051 Accounts payable $ 279,980 $ 1,673 $ 281,653 Accrued liabilities 246,119 1,469 247,588 Operating lease liabilities 180,650 2,448 183,098 Long-term debt 366,797 42 366,839 Deferred income taxes 349,971 - 349,971 Other long-term liabilities 46,707 - 46,707 Total liabilities $ 1,470,224 $ 5,632 $ 1,475,856 Total consideration transferred $ 3,658,362 $ 24,833 $ 3,683,195 The following table reflects the pro forma operating results for the Company which gives effect to the BMC Merger as if it had occurred on January 1, 2020 (in thousands). 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 BMC adjusted for certain items, which are described below, and does not include the effects of any synergies or cost reduction initiatives related to the BMC Merger. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net sales $ 5,576,682 $ 2,925,539 $ 9,750,457 $ 5,633,439 Net income (loss) 526,169 70,147 761,608 (16,514 ) Pro forma net income (loss) reflects the following adjustments: • Property, plant and equipment and intangible assets are assumed to be recorded at their estimated fair values as of January 1, 2020, and are depreciated or amortized over their estimated useful lives from that date. • Transaction-related expenses of $57.7 million are assumed to have occurred on January 1, 2020, and are presented as an expense during the six months ended June 30, 2020. • Interest expense related to certain assumed long-term debt settled in connection with the BMC Merger has been adjusted. • Cost of sales related to the sell-through of inventory stepped up in value in connection with the BMC Merger has been adjusted and is presented as cost of sales during the six months ended June 30, 2020. |