Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 23, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | BUILDERS FIRSTSOURCE, INC. | ||
Entity Central Index Key | 0001316835 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2021 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
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 | Large Accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 8,744.7 | ||
Entity Common Stock, Shares Outstanding | 176,772,541 | ||
Security Exchange Name | NYSE | ||
Title of 12(b) Security | Common stock, par value $0.01 per share | ||
Entity Interactive Data Current | Yes | ||
Entity File Number | 001-40620 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 52-2084569 | ||
Entity Address, Address Line One | 2001 Bryan Street | ||
Entity Address, Address Line Two | Suite 1600 | ||
Entity Address, City or Town | Dallas | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75201 | ||
City Area Code | 214 | ||
Local Phone Number | 880-3500 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Firm ID | 238 | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Location | Dallas, Texas | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its annual meeting of stockholders to be held on June 14, 2022 are incorporated by reference into Part II and Part III of this Form 10-K. |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Net sales | $ 19,893,856 | $ 8,558,874 | $ 7,280,431 |
Cost of sales | 14,042,900 | 6,336,290 | 5,303,602 |
Gross margin | 5,850,956 | 2,222,584 | 1,976,829 |
Selling, general and administrative expenses | 3,463,532 | 1,678,730 | 1,584,523 |
Income from operations | 2,387,424 | 543,854 | 392,306 |
Interest expense, net | 135,877 | 135,688 | 109,551 |
Income before income taxes | 2,251,547 | 408,166 | 282,755 |
Income tax expense | 526,131 | 94,629 | 60,946 |
Net income | $ 1,725,416 | $ 313,537 | $ 221,809 |
Net income per share: | |||
Basic | $ 8.55 | $ 2.69 | $ 1.92 |
Diluted | $ 8.48 | $ 2.66 | $ 1.90 |
Weighted average common shares: | |||
Basic | 201,839 | 116,611 | 115,713 |
Diluted | 203,470 | 117,917 | 117,025 |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 42,603 | $ 423,806 |
Accounts receivable, less allowances of $39,510 and $17,637 at December 31, 2021 and December 31, 2020, respectively | 1,708,796 | 822,753 |
Other receivables | 255,075 | 76,436 |
Inventories, net | 1,626,244 | 784,527 |
Contract assets | 207,587 | 57,265 |
Other current assets | 127,964 | 58,895 |
Total current assets | 3,968,269 | 2,223,682 |
Property, plant and equipment, net | 1,385,441 | 749,130 |
Operating lease right-of-use assets, net | 457,833 | 274,562 |
Goodwill | 3,270,192 | 785,305 |
Intangible assets, net | 1,603,409 | 119,882 |
Other assets, net | 29,199 | 21,110 |
Total assets | 10,714,343 | 4,173,671 |
Current liabilities: | ||
Accounts payable | 1,093,370 | 600,357 |
Accrued liabilities | 718,904 | 327,081 |
Contract liabilities | 216,097 | 58,455 |
Current portion of operating lease liabilities | 96,680 | 61,625 |
Current maturities of long-term debt | 3,660 | 27,335 |
Total current liabilities | 2,128,711 | 1,074,853 |
Noncurrent portion of operating lease liabilities | 375,289 | 219,239 |
Long-term debt, net of current maturities, discounts and issuance costs | 2,926,122 | 1,596,905 |
Deferred income taxes | 362,121 | 49,495 |
Other long-term liabilities | 119,619 | 80,396 |
Total liabilities | 5,911,862 | 3,020,888 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value, 10,000 shares authorized; zero shares issued and outstanding | ||
Common stock, $0.01 par value, 300,000 shares authorized; 179,820 and 116,829 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 1,798 | 1,168 |
Additional paid-in capital | 4,260,670 | 589,241 |
Retained earnings | 540,013 | 562,374 |
Total stockholders' equity | 4,802,481 | 1,152,783 |
Total liabilities and stockholders' equity | $ 10,714,343 | $ 4,173,671 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Allowances on trade accounts receivable | $ 39,510 | $ 17,637 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 179,820,000 | 116,829,000 |
Common stock, shares outstanding | 179,820,000 | 116,829,000 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Cash flows from operating activities: | ||||
Net income | $ 1,725,416 | $ 313,537 | $ 221,809 | |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 547,352 | 116,566 | 100,038 | |
Amortization of debt discount, premium and issuance costs | 3,869 | 3,508 | 3,880 | |
Loss on extinguishment of debt | 3,027 | 6,700 | 8,189 | |
Deferred income taxes | (34,573) | 16,614 | 50,994 | |
Stock-based compensation expense | 31,486 | 17,022 | 12,239 | |
Net gain on sales of assets and asset impairments | (32,421) | (1,067) | (949) | |
Changes in assets and liabilities, net of assets acquired and liabilities assumed: | ||||
Receivables | (453,911) | (246,912) | 45,687 | |
Inventories | (282,165) | (220,101) | 44,202 | |
Contract assets | 103,326 | 12,631 | 2,898 | |
Other current assets | (33,489) | (19,743) | 4,674 | |
Other assets and liabilities | (1,155) | 50,370 | 1,611 | |
Accounts payable | 191,885 | 160,947 | 4,070 | |
Accrued liabilities | 91,419 | 55,361 | 7,004 | |
Contract liabilities | 90,135 | 19,896 | 3,496 | |
Net cash provided by operating activities | 1,743,549 | 260,067 | 504,046 | |
Cash flows from investing activities: | ||||
Cash used for acquisitions, net of cash acquired | (1,206,471) | (32,643) | (92,855) | |
Proceeds from divestiture of business | 76,162 | |||
Purchases of property, plant and equipment | (227,891) | (112,082) | (112,870) | |
Proceeds from sale of property, plant and equipment | 13,560 | 8,500 | 6,545 | |
Net cash used in investing activities | (1,344,640) | (136,225) | (199,180) | |
Cash flows from financing activities: | ||||
Borrowings under revolving credit facility | 3,125,000 | 891,000 | 1,040,000 | |
Repayments under revolving credit facility | (2,612,000) | (843,000) | (1,192,000) | |
Proceeds from long-term debt and other loans | 1,000,000 | 895,625 | 478,375 | |
Repayments of long-term debt and other loans | (554,677) | (618,542) | (610,834) | |
Payments of debt extinguishment costs | (4,950) | (22,686) | (2,301) | |
Payments of loan costs | (19,450) | (13,800) | (8,618) | |
Exercise of stock options | 726 | 1,424 | 4,873 | |
Repurchase of common stock | (1,714,761) | (4,153) | (10,392) | |
Net cash (used in) provided by financing activities | (780,112) | 285,868 | (300,897) | |
Net change in cash and cash equivalents | (381,203) | 409,710 | 3,969 | |
Cash and cash equivalents at beginning of period | 423,806 | 14,096 | 10,127 | |
Cash and cash equivalents at end of period | 42,603 | 423,806 | 14,096 | |
Supplemental disclosures of cash flow information: | ||||
Cash paid for interest | [1] | 105,570 | 110,600 | 100,354 |
Cash paid for income taxes | 633,060 | 43,400 | 18,107 | |
Supplemental disclosures of non-cash activities: | ||||
Non-cash consideration for the BMC Merger | 3,658,362 | |||
Accrued purchases of property, plant and equipment | 8,052 | 1,962 | 3,378 | |
Right-of-use assets obtained in exchange for operating lease obligations | 64,939 | 42,606 | 86,373 | |
Assets acquired under finance lease obligations | 1,644 | $ 16,964 | $ 16,462 | |
Amounts accrued for repurchases of common stock | $ 51,545 | |||
[1] | In $5.0 million |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Cash Flows [Abstract] | |||
Payments of debt extinguishment costs classified as financing outflows | $ 4,950 | $ 22,686 | $ 2,301 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | ||
Balance at Dec. 31, 2018 | $ 596,338 | $ 1,151 | $ 560,221 | $ 34,966 | ||
Balance, shares at Dec. 31, 2018 | 115,078 | |||||
Vesting of restricted stock units | $ 7 | (7) | ||||
Vesting of restricted stock units, shares | 735 | |||||
Shares withheld for restricted stock units vested | (2,450) | $ (2) | (2,448) | |||
Shares withheld for restricted stock units vested, shares | (196) | |||||
Repurchase of common stock | [1] | $ (7,942) | $ (4) | (7,938) | ||
Repurchase of common stock, shares | (500) | (460) | [1] | |||
Exercise of stock options | $ 4,959 | $ 9 | 4,950 | |||
Exercise of stock options, shares | 895 | |||||
Stock compensation expense | 12,239 | 12,239 | ||||
Net income | 221,809 | 221,809 | ||||
Balance at Dec. 31, 2019 | 824,953 | $ 1,161 | 574,955 | 248,837 | ||
Balance, shares at Dec. 31, 2019 | 116,052 | |||||
Vesting of restricted stock units | $ 7 | (7) | ||||
Vesting of restricted stock units, shares | 732 | |||||
Shares withheld for restricted stock units vested | (4,153) | $ (2) | (4,151) | |||
Shares withheld for restricted stock units vested, shares | (190) | |||||
Exercise of stock options | 1,424 | $ 2 | 1,422 | |||
Exercise of stock options, shares | 235 | |||||
Stock compensation expense | 17,022 | 17,022 | ||||
Net income | 313,537 | 313,537 | ||||
Balance at Dec. 31, 2020 | $ 1,152,783 | $ 1,168 | 589,241 | 562,374 | ||
Balance, shares at Dec. 31, 2020 | 116,829 | 116,829 | ||||
Merger consideration | $ 3,658,362 | $ 896 | 3,657,466 | |||
Merger consideration, shares | 89,586 | |||||
Vesting of restricted stock units | $ 11 | (11) | ||||
Vesting of restricted stock units, shares | 1,168 | |||||
Shares withheld for restricted stock units vested | (18,255) | $ (4) | (18,251) | |||
Shares withheld for restricted stock units vested, shares | (394) | |||||
Repurchase of common stock | [2] | $ (1,748,051) | $ (274) | (1,747,777) | ||
Repurchase of common stock, shares | (27,500) | (27,459) | [2] | |||
Exercise of stock options | $ 740 | $ 1 | 739 | |||
Exercise of stock options, shares | 90 | 90 | ||||
Stock compensation expense | $ 31,486 | 31,486 | ||||
Net income | 1,725,416 | 1,725,416 | ||||
Balance at Dec. 31, 2021 | $ 4,802,481 | $ 1,798 | $ 4,260,670 | $ 540,013 | ||
Balance, shares at Dec. 31, 2021 | 179,820 | 179,820 | ||||
[1] | During the year ended December 31, 2019, we repurchased and retired 0.5 million shares of our common stock, at an average price of $17.24 per share, for $7.9 million pursuant to the repurchase program authorized by our board of directors in February 2019. The primary purpose of the repurchase program was to offset dilution from employee stock awards. | |||||
[2] | During the year ended December 31, 2021, we repurchased and retired 27.5 million shares of our common stock at an average price of $63.63 per share, for $1,748.1 million, net of fees, pursuant to the repurchase program authorized by our board of directors in August 2021, and further expanded by our board of directors in November 2021. The primary purpose of the repurchase program was to offset dilution from the BMC Merger. |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2019 | |||
Statement Of Stockholders Equity [Abstract] | ||||
Repurchased and retired common stock, shares | 27,500 | 500 | ||
Repurchased and retired common stock | $ 1,748,051 | [1] | $ 7,942 | [2] |
Average price of common shares repurchased and retired | $ 63.63 | $ 17.24 | ||
[1] | During the year ended December 31, 2021, we repurchased and retired 27.5 million shares of our common stock at an average price of $63.63 per share, for $1,748.1 million, net of fees, pursuant to the repurchase program authorized by our board of directors in August 2021, and further expanded by our board of directors in November 2021. The primary purpose of the repurchase program was to offset dilution from the BMC Merger. | |||
[2] | During the year ended December 31, 2019, we repurchased and retired 0.5 million shares of our common stock, at an average price of $17.24 per share, for $7.9 million pursuant to the repurchase program authorized by our board of directors in February 2019. The primary purpose of the repurchase program was to offset dilution from employee stock awards. |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2021 | |
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. The company operates approximately 565 locations in 42 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, unless otherwise stated or the context otherwise requires. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies 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 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 credit losses, employee compensation programs, depreciation and amortization periods, income taxes, inventory values, insurance programs, goodwill, other intangible assets and long-lived assets. Reclassifications Certain prior periods’ amounts have been reclassified to conform to the current year presentation, including presenting contract assets and contract liabilities separately on the face of the financial statements, whereas, these contract assets and contract liabilities had previously been presented as a component of accounts receivable and accrued liabilities, respectively. These reclassifications had no impact on net income, total assets and liabilities, stockholders’ equity, or cash flows as previously reported Segments 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. For the period ended December 31, 2021, these product and service offerings are distributed across approximately 565 locations operating in 42 states across the United States. Following the merger with BMC Stock Holdings, Inc. on January 1, 2021, which is discussed in Note 3 to these consolidated financial statements, the Company reorganized the structure of its internal organization. Given the span and depth of our geographical reach, our locations are organized into three geographical divisions (East, Central, and West), which are also our operating segments. Our operating divisions are organized on a geographical basis to facilitate a disaggregated management of the Company and to respond to the local needs of the customers in the markets we serve. All of our segments have similar customers, products and services, and distribution methods. Due to these similarities, along with the similar economic profitability achieved across all our operating segments, we aggregate our three operating segments into one reportable segment in accordance with GAAP. Centralized financial and operational oversight, including resource allocation and assessment of performance on an income from continuing operations before income taxes basis, is performed by our CEO, whom we have determined to be our chief operating decision maker (“CODM”). The accounting policies of our operating segments are consistent with the accounting policies described in this Note 2 to these consolidated financial statements. Since the Company operates in one reportable segment, the primary measures reviewed by the CODM, including revenue, gross margin and income before income taxes, are shown in these consolidated financial statements. Our segments do not have any revenues or long-lived assets located in foreign countries. Business Combinations When they meet the requirements under ASC 805, Business Combinations, merger and acquisition transactions are accounted for using the acquisition method, and accordingly the results of operations of the acquiree are included in the Company’s consolidated financial statements from the acquisition date. The consideration transferred is allocated to the identifiable assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with any excess recorded as goodwill. Transaction-related costs are expensed in the period the costs are incurred. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill. 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 credit losses, employee compensation programs, depreciation and amortization periods, income taxes, inventory values, insurance programs, goodwill, other intangible assets and long-lived assets. Revenue Recognition We recognize revenue as performance obligations are satisfied by transferring control of a promised good or service to a customer in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We generally classify our revenues into two types: (i) distribution sales; or (ii) sales related to contracts with service elements. Distribution sales typically consist of the sale of building products we manufacture and the resale of purchased building products. We recognize revenue related to distribution sales at a point in time upon delivery of the ordered goods to our customers. Payment terms related to distribution sales are not significant as payment is generally received shortly after the point of sale. Our contracts with service elements primarily relate to installation and construction services. We evaluate whether multiple contracts should be combined and accounted for as a single contract and whether a single or combined contract should be accounted for as a single performance obligation or multiple performance obligations. If a contract is separated into more than one performance obligation, we allocate the transaction price to each performance obligation generally based on observable standalone selling prices of the underlying goods or services. Revenue related to contracts with service elements is generally recognized over time based on the extent of progress towards completion of the performance obligation because of continuous transfer of control to the customer. We consider costs incurred to be indicative of goods and services delivered to the customer. As such, we use a cost-based input method to recognize revenue on our contracts with service elements as it best depicts the transfer of assets to our customers. Payment terms related to sales for contracts with service elements are specific to each customer and contract. However, they are considered to be short-term in nature as payments are normally received either throughout the life of the contract or shortly after the contract is complete. 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 determinable. 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. The Company records sales incentives provided to customers as a reduction of revenue. We present all sales tax on a net basis in our consolidated financial statements. Costs to obtain contracts are expensed as incurred as our contracts are typically completed in one year or less, and where applicable, we generally would incur these costs whether or not we ultimately obtain the contract. We do not disclose the value of our remaining performance obligations on uncompleted contracts as our contracts generally have a duration of one year or less. The timing of revenue recognition, invoicing and cash collection results in accounts receivable, unbilled receivables, contract assets and contract liabilities. Contract assets include unbilled amounts when the revenue recognized exceeds the amount billed to the customer, and amounts representing a right to payment from previous performance that is conditional on something other than passage of time, such as retainage. Contract liabilities consist of deferred revenue and customer advances and deposits. The following table disaggregates our net sales by product category for the years ended December 31: (in thousands) 2021 2020 2019 (in thousands) Lumber & lumber sheet goods $ 8,412,210 $ 3,076,376 $ 2,251,580 Manufactured products 4,333,283 1,640,460 1,449,550 Windows, doors & millwork 3,332,005 1,629,179 1,542,924 Siding, metal & concrete products 1,531,058 773,640 712,644 Gypsum, roofing & insulation 656,383 514,638 528,571 Other building products & services 1,628,917 924,581 795,162 Net sales $ 19,893,856 $ 8,558,874 $ 7,280,431 Net sales from installation and construction services represents less than 10% of the Company’s net sales for each period presented. 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 net book cash balance resulting from outstanding checks that had not yet been paid by any single financial institution, they are reflected in accounts payable on the accompanying consolidated balance sheets. 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 geographic economy is not significant. Other receivables consist primarily of vendor rebates receivables and income tax receivables. Our customer mix is a balance of large national homebuilders, regional homebuilders, local and custom homebuilders and repair and remodeling contractors as well as multi-family builders. For the year ended December 31, 2021, our top 10 customers accounted for approximately 18% of our net sales, with our largest customer accounting for approximately 5% of net sales. The allowance for credit losses 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 and forecasted economic conditions that may affect the customer’s ability to pay, and historical experience. Accounts receivable are written off when deemed uncollectible. We also establish reserves for credit memos and customer returns. The reserve balance was $17.7 million and $11.9 million at December 31, 2021 and 2020, respectively. The activity in this reserve was not significant for each year presented. The following table shows the changes in our allowance for credit losses (in thousands): 2021 2020 2019 Balance at January 1, $ 5,774 $ 5,936 $ 6,195 Additions 20,451 4,720 5,811 Deductions (write-offs, net of recoveries) (4,464 ) (4,882 ) (6,070 ) Balance at December 31, $ 21,761 $ 5,774 $ 5,936 Accounts receivable consisted of the following at December 31 (in thousands): 2021 2020 Accounts receivable $ 1,748,306 $ 840,390 Less: allowances for returns and credit losses (39,510 ) (17,637 ) Accounts receivable, net $ 1,708,796 $ 822,753 Inventories Inventories consist principally of materials purchased for resale, including lumber, lumber sheet goods, windows, doors and millwork and other building products, as well as certain manufactured products and are stated at the lower of cost and net realizable value. 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 statement of operations. Throughout the year we estimate the amount of the rebates based upon the expected level of purchases. We continually evaluate and revise these estimates as necessary based on actual purchase levels. We source products from a large number of suppliers. Materials purchased from our largest single supplier represented approximately 7% of our total materials purchased in 2021. 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 statement of operations and totaled Income Taxes We account for income taxes utilizing the asset and 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. Debt Issuance Costs and Debt Discount/Premium Loan costs are capitalized upon the issuance of long-term debt and amortized over the life of the related debt. Debt issuance costs associated with term debt are presented as a reduction to long-term debt. Debt issuance costs associated with revolving debt arrangements are presented as a component of other assets. Debt issuance costs incurred in connection with revolving debt arrangements are amortized using the straight-line method. Debt issuance costs , discounts and premiums incurred in connection with term debt are amortized over the life of the related debt using the effective interest method. Amortization of debt issuance costs, discount s and premiums are included in interest expense. Upon changes to our debt structure, we evaluate debt issuance costs , discounts and premiums in accordance with the Debt topic of the Codification. We adjust debt issuance costs , discounts and premiums as necessary based on the results of this evaluation, as discussed in Note 8 . 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 10 to 40 years Machinery and equipment 7 to 10 years Furniture, fixtures and information technology 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 furniture, fixtures and information technology and generally depreciated using the straight-line method over the estimated useful lives of the assets, generally three years. Leases We lease certain land, buildings, rolling stock and other types of equipment for use in our operations. These leases typically have initial terms ranging from five to 15 years. Many of our leases contain renewal options which are exercisable at our discretion. These renewal options generally have terms ranging from one to five years. We also lease certain properties from related parties, including current employees and non-affiliate stockholders. Under the Leases We determine if an arrangement is a lease at the inception of the arrangement. Lease liabilities are recognized based on the present value of lease payments over the lease term at the arrangement’s commencement date. Right-of-use assets are recognized based on the amount of the measurement of the lease liability adjusted for any We have certain lease agreements that are subject to changes based on the Consumer Price Index or another referenced index. In the event of changes to the relevant index, lease liabilities are not remeasured and incremental costs are treated as variable lease payments and recognized in the period in which the obligation for those payments is incurred. 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. 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 amount 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 amount 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 amount is greater than estimated fair value. The net carrying amount 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. 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. On a quarterly basis, we engage an external actuarial professional to independently assess and estimate the total liability outstanding. Provisions for losses are developed from these valuations which rely upon our past claims experience, which considers both the frequency and settlement of claims. The legal costs associated with these claims are included in these developed provisions. We discount our worker’s compensation, general liability, and auto liability insurance reserves based upon estimated future payment streams at our risk-free rate. Our total insurance reserve balances were $171.1 million and $90.8 million as of December 31, 2021 and 2020, respectively. Of these balances $103.0 million and $52.1 million were recorded as other long-term liabilities as of December 31, 2021 and 2020, respectively. Included in these reserve balances as of December 31, 2021 and 2020, were approximately $12.6 million and $5.7 million, respectively, of claims that exceeded stop-loss limits and are expected to be recovered under insurance policies which are also recorded as other receivables and other assets in the accompanying consolidated balance sheet. Net Income per Common Share Net income per common share, or earnings per share (“EPS”), is calculated in accordance with the Earnings per Share The table below presents the calculation of basic and diluted EPS for the years ended December 31: Years Ended December 31, 2021 2020 2019 (in thousands, except per share amounts) Numerator: Net income $ 1,725,416 $ 313,537 $ 221,809 Denominator: Weighted average shares outstanding, basic 201,839 116,611 115,713 Dilutive effect of options and RSUs 1,631 1,306 1,312 Weighted average shares outstanding, diluted 203,470 117,917 117,025 Net income per share: Basic $ 8.55 $ 2.69 $ 1.92 Diluted $ 8.48 $ 2.66 $ 1.90 Antidilutive and contingent RSUs excluded from diluted EPS 225 291 402 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 amounts 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 carrying amount of a reporting unit exceeds its fair 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 and vesting of RSUs. We recognize the effect of pre-vesting forfeitures in the period they actually occur. We did not grant any options during the years ended December 31, 2021, 2020, or 2019. The fair value of RSU awards which are subject to or contain market conditions is estimated on the date of grant using the Monte Carlo simulation model with the following weighted average assumptions for the year ended December 31: 2021 2020 2019 Expected volatility (company) 51.3 % 40.0 % 38.3 % Expected volatility (peer group median) 42.9 % 40.0 % 33.2 % Correlation between the company and peer group median 0.6 0.5 0.5 Expected dividend yield 0.0 % 0.0 % 0.0 % Risk-free rate 0.3 % 0.9 % 2.6 % The expected volatilities and correlation are based on the historical daily returns of our common stock and the common stocks of the constituents of the Company’s peer group over the most recent period equal to the measurement period. The expected dividend yield is based on our history of not paying regular dividends in the past and our current intention to not pay regular dividends in the foreseeable future. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant and has a term equal to the measurement period. 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. As of December 31, 2021 and 2020, the Company does not have any financial instruments which are measured at fair value on a recurring basis. We have elected to report the value of our 2027 notes, 2030 notes, 2032 notes, and 2026 facility at amortized cost. The fair values of the 2027 notes, 2030 notes, and 2032 notes at December 31, 2021 were approximately $646.2 million, $590.9 million, and $1,045.0 million Comprehensive Income Comprehensive income 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 and other gains and losses affecting stockholders’ equity that, under GAAP, are excluded from net income. We had no items of other comprehensive income for the years ended December 31, 2021, 2020, and 2019. Recently Issued Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers which intends to address diversity and inconsistency in the accounting related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. This standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The purpose of ASU 2020-04 is to provide optional guidance for a period of time related to accounting for reference rate reform on financial reporting. It is intended to reduce the potential burden of reviewing contract modifications related to discontinued rates. The amendments and expedients in this update are effective, as elected, beginning March 12, 2020 through December 31, 2022 and may be elected by topic. We have yet to elect adoption and the adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In December 2019, the FASB issued an update to existing guidance under the Income Taxes Income Taxes |
Business Combinations and Dispo
Business Combinations and Dispositions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations and Dispositions | 3. Business Combinations and Dispositions On January 1, 2021, we completed our 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”). On January 1, 2022, we completed a legal entity reorganization pursuant to which, among other things, BMC was merged with and into Builders FirstSource, Inc., with Builders FirstSource, Inc. continuing as the surviving corporation. 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 $6.5 billion and $789.5 million, respectively, for the year ended December 31, 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 $17.6 million and $22.5 million related to the BMC Merger in the years ended December 31, 2021 and 2020, respectively, which are included in selling, general and administrative expenses in the accompanying 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 a purchase price of $ 24.8 On July 1, 2021, we acquired all of the operating affiliates of Cornerstone Building Alliance SW, LLC (“Alliance”) for a purchase price of, $408.9 million, net of cash acquired. Alliance operates in Arizona, primarily serving the greater Phoenix, Tucson, and Prescott Valley metropolitan areas. Alliance manufactures roof trusses and distributes lumber and related products to residential homebuilders and commercial contractors. This acquisition was funded with a combination of cash on hand and borrowings under our 2026 facility On August 16, 2021, we acquired certain assets and operations of WTS Paradigm, LLC (“Paradigm”), a software solutions and services provider for the building products industry for a purchase price of $449.6 million, net of cash acquired. Located in Middleton, Wisconsin, Paradigm enhances the Company’s digital capabilities and aligns with our broader vision to provide digital solutions that improve efficiency and solve pain points in the homebuilding process. This acquisition was funded with cash on hand. On September 1, 2021, we acquired certain assets and operations of CTF Holdings Limited Partnership (“CTF”) for a purchase price of $182.5 million, net of cash acquired. Prior to the acquisition, CTF was the largest independent truss manufacturer in California, supplying framing contractors and builders in both the single and multifamily markets . This acquisition was funded with cash on hand. On December 6, 2021, we acquired certain assets and operations of Truss Technologies, Inc. (“TTI”) for a purchase price of $29.8 million. TTI operates in Michigan, primarily in the greater Grand Rapids area and manufactures roof and floor trusses and engineered wood products. This acquisition was funded with cash on hand. On December 31, 2021, we acquired certain assets and operations of National Lumber Massachusetts Business Trust and its subsidiary, as well as the affiliated corporation Oxford Lumber and Materials, Inc. (collectively “National Lumber”) for a combined purchase price of $278.3 million, net of cash acquired. National Lumber is the largest independent lumber and building materials platform in New England, distributing lumber and lumber sheet goods, manufacturing prefabricated components and trusses, and providing various service offerings. The purchase agreement for National Lumber contains an earn-out provision contingent upon the achievement of specified profitability targets through fiscal year 2022 and includes certain employment restrictions . This earn-out provision could result in an additional cash payment ranging from zero to $ 21.5 million depending on the level of achievement of the specified targets. This acquisition was funded with cash on hand and borrowings under the 2026 facility. These six transactions were accounted for by the acquisition method, and accordingly the results of operations have been included in the Company’s consolidated financial statements from each respective 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 $372.1 million was primarily related to customer relationships, and developed technology acquired from Paradigm. Customer relationships associated with John’s Lumber, Alliance, Paradigm, CTF, TTI and National were $2.6 million, $108.2 million, $22.3 million, $52.8 million, $10.8 million and $53.6 million, respectively. Developed Technology associated with Paradigm was $95.6 million. We recorded goodwill for John’s Lumber, Alliance, Paradigm, CTF, TTI and National of $8.4 million, $181.5 million, $318.2 million, $98.1 million, $9.7 million and $127.5 million, respectively. Pro forma results of operations as well as net sales and income attributable to the acquisitions discussed above are not presented as these acquisitions did not have a material impact on our results of operations, individually or in the aggregate. We incurred $9.3 million of acquisition related costs attributable to these acquisitions in the year ended December 31, 2021, which is included in selling, general and administrative expenses in the consolidated statements of operations. On July 26, 2021, we completed the sale of our standalone Eastern U.S. gypsum distribution operations (“Gypsum Divestiture”) for total cash proceeds of $76.2 million, resulting in a gain on sale totaling $26.3 million. The disposition does not meet the criteria for discontinued operations classification, thus the results of operations for this divestiture are reported within the Company’s one reportable segment, and the gain on sale is included within selling, general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2021. The following table summarizes the aggregate fair values of the assets acquired and liabilities assumed for these acquisitions during the year ended December 31, 2021, (in thousands): BMC Merger All Other Acquisitions Total Cash and cash equivalents $ 167,490 $ 44,469 $ 211,959 Accounts receivable 428,221 146,742 574,963 Other receivables 36,704 6,660 43,364 Inventories 460,146 116,571 576,717 Contract assets 40,983 6,014 46,997 Other current assets 32,891 3,716 36,607 Property, plant and equipment 555,170 70,419 625,589 Operating lease right-of-use assets 179,133 44,083 223,216 Goodwill 1,751,604 743,207 2,494,811 Intangible assets 1,470,000 372,100 1,842,100 Other assets 6,244 641 6,885 Total assets $ 5,128,586 $ 1,554,622 $ 6,683,208 Accounts payable $ 279,980 $ 19,808 $ 299,788 Accrued liabilities 201,046 47,407 248,453 Contract liabilities 45,072 22,436 67,508 Operating lease liabilities 180,650 44,083 224,733 Long-term debt 366,797 42 366,839 Deferred income taxes 349,971 1,881 351,852 Other long-term liabilities 46,707 535 47,242 Total liabilities $ 1,470,224 $ 136,192 $ 1,606,416 Total consideration transferred $ 3,658,363 $ 1,418,430 $ 5,076,793 The following table reflects the unaudited 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. Twelve Months Ended December 31, 2021 2020 (in thousands) Net sales $ 19,893,856 $ 12,766,114 Net income 1,874,632 240,699 Pro forma net income 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 $17.6 million incurred in 2021 are assumed to have occurred on January 1, 2020, and are presented as an expense during the twelve months ended December 31, 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 for the year ended December 31, 2020. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
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: 2021 2020 (in thousands) Land $ 329,354 $ 206,321 Buildings and improvements 565,546 386,922 Machinery and equipment 937,648 517,543 Furniture, fixtures and information technology 138,115 102,309 Construction in progress 80,500 16,568 Finance lease right-of-use assets 6,054 43,256 Property, plant and equipment 2,057,217 1,272,919 Less: accumulated depreciation 671,776 523,789 Property, plant and equipment, net $ 1,385,441 $ 749,130 Depreciation expense was $189.3 million, $94.5 million and $84.0 million, of which $43.5 million, $20.8 million, and $19.7 million was included in cost of sales, for the years ended December 31, 2021, 2020, and 2019, respectively. Included in property, plant and equipment are certain assets held under other finance obligations. These assets are recorded at the present value of the lease payments and include land, buildings and equipment. Amortization charges associated with assets held under other finance obligations are included in depreciation expense. The following balances held under other finance obligations are included on the accompanying consolidated balance sheet as of December 31: 2021 2020 (in thousands) Land $ 110,878 $ 116,638 Buildings and improvements 119,240 131,390 Assets held under other finance obligations 230,118 248,028 Less: accumulated amortization 24,309 25,015 Assets held under other finance obligations, net $ 205,809 $ 223,013 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | 5. Goodwill The following table sets forth the changes in the carrying amount of goodwill for the years ended December 31, 2021and 2020 (in thousands): Balance as of December 31, 2019 (1) $ 769,022 Acquisitions 16,283 Balance as of December 31, 2020 (1) $ 785,305 BMC Merger 1,751,604 All other acquisitions 743,207 Gypsum Divestiture (9,924 ) Balance as of December 31, 2021 (1) $ 3,270,192 (1) Goodwill In 2021, the change in the carrying amount of goodwill is attributable to the BMC Merger and other acquisitions, as well as the Gypsum Divestiture. The amount allocated to goodwill is attributable to the assembled workforces acquired, expected synergies, and expected growth from the new markets the Company entered into. The goodwill recognized from the BMC Merger and CTF will not be deductible for tax purposes. The $645.1 million of goodwill recognized from the other acquisitions is expected to be tax deductible and will be amortized ratably over a 15-year period for tax purposes. 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 In evaluating goodwill for impairment, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If it is concluded that it is more likely than not that the fair value of the reporting unit is not less than its carrying value, then no further testing of the goodwill is required. However, if we determine that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, we perform a quantitative goodwill impairment test. This test identifies both the existence of and the amount of goodwill impairment by comparing the fair value of a reporting unit to its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount goodwill is not impaired. If the carrying amount of a reporting unit exceeds its fair value an impairment loss is recognized in an amount equal to that excess, limited to the amount of goodwill allocated to that reporting unit. The process of evaluating goodwill for impairment involves the determination of the fair value of our reporting units. As a result of the change in segments discussed in Note 2 to these consolidated financial statements, the Company has determined that the reporting units to be used in the analysis of goodwill impairment should align with its three operating segments. 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 evaluating goodwill for impairment at December 31, 2021, we developed the fair value 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 We recorded no goodwill impairment charges in 2021, 2020, and 2019. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 6. Intangible Assets The following table presents intangible assets as of December 31: 2021 2020 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization (in thousands) Customer relationships $ 1,781,264 $ (328,540 ) $ 195,435 $ (94,690 ) Trade names 201,861 (155,141 ) 52,061 (38,138 ) Subcontractor relationships 5,440 (3,757 ) 5,440 (1,944 ) Non-compete agreements 13,519 (3,243 ) 3,719 (2,001 ) Developed technology 95,600 (3,594 ) - - Total intangible assets $ 2,097,684 $ (494,275 ) $ 256,655 $ (136,773 ) During the years ended December 31, 2021, 2020, and 2019, we recorded amortization expense in relation to the above-listed intangible assets of $358.1 million, $22.1 million, and $16.1 million, respectively. We recorded no intangible asset impairment charges for the years ended December 31, 2021, 2020 or 2019. In connection with the BMC Merger and current year acquisitions, we recorded intangible assets of $1.8 billion, which includes $1.6 billion of customer relationships, $149.8 million of trade names, $95.6 million of developed technology, and $9.8 million of non-compete agreements. The weighted average useful lives of the acquired intangible assets are 12.2 years in total, 12.5 years for customer relationships, 7.0 years for trade names, 9.1 years for developed technology and 5.7 years for non-compete agreements. The fair value of acquired customer relationship intangible assets was primarily estimated by applying the multi-period excess earnings method, which involved the use of significant estimates and assumptions primarily related to forecasted revenue growth rates, gross margin . These measures are based on significant Level 3 inputs not observable in the market. Key assumptions developed based on the Company’s historical experience, future projections and comparable market data include future cash flows, long-term growth rates, attrition rates and discount rates. In connection with the Gypsum Divestiture, we derecognized $0.5 million of intangible assets, net. Refer to Note 3 – Business Combinations and Dispositions for additional information. The following table presents the estimated amortization expense for intangible assets for the years ending December 31 (in thousands): 2022 $ 260,867 2023 230,168 2024 201,423 2025 172,843 2026 153,052 Thereafter 585,056 Total future net intangible amortization expense $ 1,603,409 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | 7. Accrued Liabilities Accrued liabilities consisted of the following: December 31, 2021 December 31, 2020 (in thousands) Accrued payroll and other employee related expenses $ 385,800 $ 176,379 Accrued business taxes 81,055 46,717 Self-insurance reserves 68,060 38,642 Accrued rebates payable 51,805 18,592 Amounts accrued for repurchases of common stock 51,545 — Accrued interest 31,666 13,567 Income taxes payable 2,230 12,236 Other 46,743 20,948 Total accrued liabilities $ 718,904 $ 327,081 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 8. Long-Term Debt Long-term debt consisted of the following: December 31, 2021 December 31, 2020 (in thousands) 2026 revolving credit facility (1) $ 588,000 $ 75,000 2027 notes 612,500 777,500 2030 notes 550,000 550,000 2032 notes 1,000,000 - Other finance obligations 202,995 216,072 Finance lease obligations 3,787 23,873 2,957,282 1,642,445 Unamortized debt discount/premium and debt issuance costs (27,500 ) (18,205 ) 2,929,782 1,624,240 Less: current maturities of lease obligations 3,660 27,335 Long-term debt, net of current maturities, discounts and issuance costs $ 2,926,122 $ 1,596,905 (1) The weighted average interest rate was 2.8% and 3.8% as of December 31, 2021 and 2020, respectively. 2019 Debt Transactions Note Repurchase Transactions In the first quarter of 2019, the Company executed a series of open market purchases of its 5.625% senior secured notes due 2024 (“2024 notes”). These transactions resulted in $20.4 million in aggregate principal amount of the 2024 notes being repurchased at prices ranging from 94.9% to 95.9% of par value. These repurchases were considered to be debt extinguishments and as such, we recognized a gain on debt extinguishment of $0.7 million in interest expense. Refinancing Transactions In April 2019, the Company extended the maturity date of its previous revolving credit facility by 20 months to November 22, 2023. All other material terms of the revolving credit facility were unchanged from those of the previous agreement. We incurred $1.2 million in lender and third-party fees which, together with $5.9 million in remaining unamortized debt issuance costs, were recorded as other assets and are being amortized over the remaining contractual life. In May 2019, we completed a private offering of $400.0 million in aggregate principal amount of 6.750% senior secured notes due 2027 (the “2027 notes”) at an issue price equal to 100% of their par value. The proceeds from the issuance of the 2027 notes were used, together with cash on hand, to purchase $97.0 million in aggregate principal amount of 2024 notes, to repay $300.0 million of our previous senior secured term loan facility due 2024 (the “2024 term loan”) and to pay related transaction fees and expenses. We incurred $6.1 million of various third-party fees and expenses. Of these costs, $2.1 million were recorded to interest expense in the second quarter of 2019. The remaining $4.0 million in costs incurred have been recorded as a reduction to long-term debt and are being amortized over the contractual life of the 2027 notes using the effective interest method. Further, we recorded an additional $2.2 million to interest expense in the second quarter of 2019 related to the write-off of unamortized debt discount and debt issuance costs in connection with the partial repayment of the 2024 term loan. In July 2019, we completed a private offering of an additional $75.0 million in aggregate principal amount of 2027 notes at an issue price of 104.5% of their par value. The proceeds from the issuance of the 2027 notes were used together with cash on hand to redeem an additional $75.0 million in aggregate principal amount of 2024 notes and to pay related transaction fees and expenses. The additional $3.4 million in proceeds received in excess of par value represents a debt premium which has been recorded as an increase to long-term debt. In addition, we incurred $1.3 million of various third-party fees and expenses which have been recorded as a reduction to long-term debt, which together with the premium are being amortized over the contractual life of the 2027 notes using the effective interest method. The redemption of the 2024 notes was considered to be a debt extinguishment. As such, we recognized a loss on extinguishment of $3.1 million recorded to interest expense. Term Loan Repayment In November 2019, we repaid $105.1 million of the 2024 term loan using cash on hand. In connection with this repayment we recognized a loss on extinguishment of $3.5 million related to the write-off of unamortized debt discount and debt issuance costs. This loss on extinguishment was recorded to interest expense in the fourth quarter of 2019. 2020 Debt Transactions Refinancing Transactions In February 2020, the Company completed a private offering of $550.0 million in aggregate principal amount of its 5.00% unsecured senior notes due 2030 (“2030 notes”) at an issue price equal to 100% of par value. The net proceeds from the issuance of the 2030 notes were used together with a borrowing on our previous revolving credit facility to redeem the remaining $503.9 million in outstanding aggregate principal amount of 2024 notes and $47.5 million in aggregate principal amount of 2027 notes and to pay related transaction fees and expenses. We incurred $8.3 million of various third-party fees and expenses which were recorded as a reduction to long-term debt and are being amortized over the contractual life of the 2030 notes using the effective interest method. In addition, as the Company concluded that the redemption of the 2024 notes and 2027 notes were debt extinguishments, the Company recorded a loss on extinguishment of $28.0 million in interest expense. Of this loss, approximately $22.7 million was attributable to the payment of redemption premiums on the extinguished notes and $5.3 million was attributable to the write-off of unamortized debt issuance costs and debt premium. In April 2020, the Company completed a private offering of an additional $350.0 million in aggregate principal amount of 2027 notes at an issue price of 98.75% of par value. The net proceeds from the issuance of the 2027 notes were used to repay the funds borrowed under the previous revolving credit facility and to pay related transaction fees and expenses, with the remaining net proceeds used for general corporate purposes. The Company recognized the $4.4 million in proceeds received below par value as a debt discount recorded as a reduction to long-term debt. In addition, we incurred $5.5 million of various third-party fees and expenses, recorded as a reduction to long-term debt, which together with the discount will be amortized over the contractual life of the 2027 notes using the effective interest method. Term Loan Repayment In November 2020, we repaid the remaining $52.0 million of the 2024 term loan using cash on hand. In connection with this repayment we recognized a loss on extinguishment of $1.4 million related to the write-off of unamortized debt discount and debt issuance costs recorded to interest expense. 2021 Debt Transactions Revolving Credit Facility Amendments On January 29, 2021, the Company amended its revolving credit facility to increase the total commitments by an aggregate amount of $500.0 million resulting in a new $1.4 billion amended credit facility, and to extend the maturity date from November 2023 January 2026 On December 17, 2021, the Company amended its revolving credit facility to extend the maturity by 11 months to December 17, 2026. Additionally, the amendment reduced the interest rates and commitment fee under the credit facility by 0.500% and 0.175%, respectively. All other material terms of the credit facility remain unchanged from those of the previous agreement. In connection with this amendment, we incurred approximately $1.5 million of new debt issuance costs which, together with the previous unamortized debt issuance costs, will be deferred and amortized over the remaining contractual lift. Subsequent to year-end on February 4, 2022, the Company amended the 2026 facility to increase the total commitments by an aggregate amount of $400.0 million resulting in a new $1.8 billion amended credit facility. All other material terms of the credit facility remain unchanged from those of the previous agreement. Notes Repurchase Transactions On March 3, 2021, pursuant to the optional call feature in the indenture governing our 2027 notes, $82.5 million of 2027 notes were redeemed at a redemption price equal to 103% of the principal amount of the notes, plus accrued and unpaid interest. On December 3, 2021, we redeemed an additional $82.5 million of 2027 notes at a redemption price equal to 103% of the principal amount of the notes, plus accrued and unpaid interest. Notes Offering Transaction On July 23, 2021, the Company completed a private offering of $1.0 billion in aggregate principal amount of 2032 notes (the “2032 notes”) at an issue price equal to 100% of their par value. Net proceeds from the offering were used to repay indebtedness outstanding under the 2026 facility and related transaction fees and expenses, with the remaining net proceeds used for general corporate purposes. In connection with the offering, . The 2032 notes are discussed in more detail below. 2026 Revolving Credit Facility As of December 31, 2021, the 2026 facility provides for a $1.4 billion revolving credit line, further amended on February 4, 2022 to $1.8 billion as noted above, to be used for working capital, general corporate purposes and funding capital expenditures and growth opportunities. In addition, we may use the 2026 facility to facilitate debt repayment and consolidation. The available borrowing capacity, or borrowing base, is derived from a percentage of the Company’s eligible receivables and inventory, as defined by the agreement, subject to certain reserves. As of December 31, 2021, we had $588.0 million in outstanding borrowings under our 2026 facility and our net excess borrowing availability was $685.6 million after being reduced by outstanding letters of credit of approximately $126.4 million. As of December 31, 2021 , b orrowings under the 202 6 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 % per annum in the case of eurodollar rate loans and 0.25 % to % per annum in the case of base rate loans. The margin in either case is based on a measur e of availability under the 202 6 facility. A commitment fee, currently % per annum, is charged on the unused amount of the revolver based on quarterly average loan utilization. Letters of credit under the 202 6 facility are assessed at a rate equal to the applicable eurodollar margin, currently 1.25% , 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. Effective with the February 4, 2022 amendment , the applicable margin ranges for eurodollar rate loans were amended to be from 1.35 % to 1.60 % and there are no change s to base rate loan borrowings. All obligations under the 2026 facility are guaranteed jointly and severally by the Company and all other subsidiaries that guarantee the 2027 notes, the 2030 notes, and the 2032 notes (such subsidiaries, the “Debt Guarantors”). All obligations and the guarantees of those obligations are secured by substantially all of the assets of the Company and the Debt Guarantors subject to certain exceptions and permitted liens, including with respect to the 2026 facility, a first-priority security interest in such assets that constitute ABL Collateral (as defined below) and a second-priority security interest in such assets that constitute Notes Collateral (as defined below). “ABL Collateral” includes substantially all presently owned and after-acquired accounts receivable, inventory, rights of unpaid vendors with respect to inventory, deposit accounts, commodity accounts, securities accounts and lock boxes, investment property, cash and cash equivalents, and general intangibles, books and records, supporting obligations and documents and related letters of credit, commercial tort claims or other claims related to and proceeds of each of the foregoing. “Notes Collateral” includes all collateral that is not ABL Collateral. The 2026 facility contains restrictive covenants which, among other things, limit the Company’s ability to incur additional indebtedness, incur liens, engage in mergers or other fundamental changes, sell certain assets, pay dividends, make acquisitions or investments, prepay certain indebtedness, change the nature of our business, and engage in certain transactions with affiliates. In addition, the 2026 facility also contains a financial covenant requiring the satisfaction of a minimum fixed charge ratio of 1.00 to 1.00 if our excess availability falls below the greater of $80.0 million or 10% of the maximum borrowing amount, which was $140.0 million as of December 31, 2021. Senior Secured Notes due 2027 As of December 31, 2021, we have $612.5 million outstanding in aggregate principal amount of the 2027 notes which mature on June 1, 2027. Interest accrues on the 2027 notes at a rate of 6.75% per annum and is payable semi-annually on June 1 and December 1 of each year. The terms of the 2027 notes are governed by the indenture, dated as of the May 30, 2019 (the “2027 Indenture”), among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee and as notes collateral agent. The 2027 notes, subject to certain exceptions, are guaranteed, jointly and severally, on a senior secured basis, the Debt Guarantors. All obligations under the 2027 notes, and the guarantees of those obligations, are secured by substantially all of the assets of the Company and the Debt Guarantors subject to certain exceptions and permitted liens, including a first-priority security interest in such assets that constitute Notes Collateral and a second-priority security interest in such assets that constitute ABL Collateral. The 2027 Indenture contains restrictive covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional debt or issue preferred stock, create liens, create restrictions on the Company’s subsidiaries’ ability to make payments to the Company, pay dividends and make other distributions in respect of the Company’s and its subsidiaries’ capital stock, make certain investments or certain other restricted payments, guarantee indebtedness, designate unrestricted subsidiaries, sell certain kinds of assets, enter into certain types of transactions with affiliates, and effect mergers and consolidations. At any time prior to June 1, 2022, the Company may redeem the 2027 notes in whole or in part at a redemption price equal to 100% of the principal amount of the 2027 notes plus the “applicable premium” set forth in the 2027 Indenture. At any time on or after June 1, 2022, the Company may redeem the 2027 notes at the redemption prices set forth in the 2027 Indenture, plus accrued and unpaid interest, if any, to the redemption date. At any time and from time to time during the 36-month period following the May 30, 2019, the Company may redeem up to 10% of the aggregate principal amount of the 2027 notes during each twelve-month period commencing on May 30, 2019 at a redemption price of 103% of the aggregate principal amount thereof plus accrued and unpaid interest to the redemption date. As of December 31, 2021, we have exercised all the early call options as previously described. In addition, at any time prior to June 1, 2022, the Company may redeem up to 40% of the aggregate principal amount of the 2027 notes with the net cash proceeds of one or more equity offerings, as described in the 2027 Indenture, at a price equal to 106.750% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. If the Company experiences certain change of control events, holders of the 2027 notes may require it to repurchase all or part of their 2027 notes at 101 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date. Senior Secured Notes due 2030 As of December 31, 2021, we have $550.0 million outstanding in aggregate principal amount of the 2030 notes, which mature on March 1, 2030. Interest accrues on the 2030 notes at a rate of 5.00% per annum and is payable semi-annually on March 1 and September 1 of each year, commencing on September 1, 2020. The terms of the 2030 notes are governed by the indenture, dated as of the February 11, 2020 (the “2030 Indenture”), among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee. The 2030 notes, subject to certain exceptions, are guaranteed, jointly and severally, on a senior unsecured basis, by the Debt Guarantors. Subject to certain exceptions, future subsidiaries that guarantee the 2026 facility, the 2027 notes, the 2032 notes or certain other indebtedness will also guarantee the 2030 notes. The 2030 notes constitute senior unsecured obligations of the Company and the Debt Guarantors, pari passu The 2030 Indenture contains restrictive covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional debt or issue preferred stock, create liens, create restrictions on the Company’s subsidiaries’ ability to make payments to the Company, pay dividends and make other distributions in respect of the Company’s and its subsidiaries’ capital stock, make certain investments or certain other restricted payments, guarantee indebtedness, designate unrestricted subsidiaries, sell certain kinds of assets, enter into certain types of transactions with affiliates, and effect mergers and consolidations. At any time prior to March 1, 2025, the Company may redeem the 2030 notes in whole or in part at a redemption price equal to 100% of the principal amount of the 2030 notes plus the “applicable premium” set forth in the 2030 Indenture. In addition, at any time prior to March 1, 2023, the Company may redeem up to 40% of the aggregate principal amount of the 2030 notes with the net cash proceeds of one or more equity offerings, as described in the 2030 Indenture, at a price equal to 105.0% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. At any time on or after March 1, 2025, the Company may redeem the 2030 notes at the redemption prices set forth in the 2030 Indenture, plus accrued and unpaid interest, if any, to the redemption date. If the Company experiences certain change of control events, holders of the 2030 notes may require it to repurchase all or part of their 2030 notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date. Senior Secured Notes due 2032 As of December 31, 2021, we have $1.0 billion outstanding in aggregate principal amount of the 2032 notes, which mature on February 1, 2032. Interest accrues on the 2032 notes at a rate of 4.25% per annum and is payable semi-annually on February 1 and August 1 of each year, commencing on February 1, 2022. The terms of the 2032 notes are governed by the indenture, dated as of the July 23, 2021 (the “2032 Indenture”), among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee. The 2032 notes, subject to certain exceptions, are guaranteed, jointly and severally, on a senior unsecured basis, by the Debt Guarantors. Subject to certain exceptions, future subsidiaries that guarantee the 2026 facility, the 2027 notes, the 2030 notes or certain other indebtedness will also guarantee the 2032 notes. The 2032 notes constitute senior unsecured obligations of the Company and Debt Guarantors, pari passu in right of payment with all of the existing and future senior indebtedness of the Company, including indebtedness under the 2026 facility, the 2027 notes and the 2030 notes, effectively subordinated to all existing and future secured indebtedness of the Company and the Debt Guarantors (including indebtedness under the 2026 facility and the 2027 notes) to the extent of the value of the assets securing such indebtedness, senior to all of the future subordinated indebtedness of the Company and the Debt Guarantors and structurally subordinated to any existing and future indebtedness and other liabilities, including preferred stock, of the Company’s subsidiaries that do not guarantee the 2032 notes. The 2032 Indenture contains restrictive covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional debt or issue preferred stock, create liens, create restrictions on the Company’s subsidiaries’ ability to make payments to the Company, pay dividends and make other distributions in respect of the Company’s and its subsidiaries’ capital stock, make certain investments or certain other restricted payments, guarantee indebtedness, designate unrestricted subsidiaries, sell certain kinds of assets, enter into certain types of transactions with affiliates, and effect mergers and consolidations. At any time prior to August 1, 2026, the Company may redeem the 2032 notes in whole or in part at a redemption price equal to 100% of the principal amount of the 2032 notes plus the “applicable premium” set forth in the 2032 Indenture. At any time on or after August 1, 2026, the Company may redeem the 2032 notes at the redemption prices set forth in the 2032 Indenture, plus accrued and unpaid interest, if any, to the redemption date. At any time prior to August 1, 2024, the Company may redeem up to 40% of the aggregate principal amount of the 2032 notes with the net cash proceeds of one or more equity offerings, as described in the 2032 Indenture, at a price equal to 104.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. If the Company experiences certain change of control triggering events, holders of the 2032 notes may require it to repurchase all or part of their 2032 notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date. On January 21, 2022, the Company completed private offering of an additional $300.0 million in aggregate principal amount of 2032 notes at an issue price equal to 100.50% of par value. The net proceeds from the offering were used to repay indebtedness outstanding under the 2026 facility and pay related transaction fees and expenses. In connection with the offering, . As of December 31, 2021 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, 2021were as follows (in thousands): Year ending December 31, 2022 $ - 2023 - 2024 - 2025 - 2026 588,000 Thereafter 2,162,500 Total long-term debt $ 2,750,500 |
Leases and Other Finance Obliga
Leases and Other Finance Obligations | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases and Other Finance Obligations | 9. Leases and Other Finance Obligations Right-of-use assets and lease liabilities consisted of the following as of December 31: 2021 2020 (in thousands) Assets Operating lease right-of-use assets, net $ 457,833 $ 274,562 Finance lease right-of-use assets, net (included in property, plant and equipment, net) 4,111 34,905 Total right-of-use assets $ 461,944 $ 309,467 Liabilities Current Current portion of operating lease liabilities $ 96,680 $ 61,625 Current portion of finance lease liabilities (included in current maturities of long-term debt) 1,439 12,178 Noncurrent Noncurrent portion of operating lease liabilities 375,289 219,239 Noncurrent portion of finance lease liabilities (included in long-term debt, net of current maturities) 2,348 11,695 Total lease liabilities $ 475,756 $ 304,737 Total lease costs consisted of the following for the years ended December 31: 2021 2020 (in thousands) Operating lease costs (1) $ 133,009 $ 85,798 Finance lease costs: Amortization of finance lease right-of-use assets 2,166 6,325 Interest on finance lease liabilities 360 1,424 Variable lease costs 27,276 17,607 Total lease costs $ 162,811 $ 111,154 (1) Includes short-term lease costs and sublease income which were not material for either period. Future maturities of lease liabilities as of December 31, 2021 were as follows: Finance Leases Operating Leases (in thousands) 2022 $ 1,570 $ 115,675 2023 1,337 102,699 2024 480 85,724 2025 257 62,585 2026 128 50,872 Thereafter 309 142,084 Total lease payments 4,081 559,639 Less: amount representing interest (294 ) (87,670 ) Present value of lease liabilities 3,787 471,969 Less: current portion (1,439 ) (96,680 ) Long-term lease liabilities, net of current portion $ 2,348 $ 375,289 Weighted average lease terms and discount rates as of December 31 were as follows: 2021 2020 Weighted average remaining lease term (years) Operating leases 6.3 6.3 Finance leases 3.4 2.1 Weighted average discount rate Operating leases 5.3 % 6.3 % Finance leases 4.4 % 5.9 % The following table presents cash paid for amounts included in the measurement of lease liabilities for the years ended December 31: 2021 2020 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 118,314 $ 82,559 Operating cash flows from finance leases 360 1,424 Financing cash flows from finance leases 2,709 13,409 Residual value guarantees in our lease agreements are not material. 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, these guarantees have not been recognized in the calculation of our right-of-use assets and lease liabilities. Our lease agreements do not impose any significant restrictions or covenants on us. As of December 31, 2021, we do not have any material leases that have been signed but have not yet commenced and are not reflected on our consolidated balance sheet. Leases with related parties are not significant as of and for the years ended December 31, 2021 , 2020 , and 2019 . Other Finance Obligations In addition to the operating and finance lease arrangements described above, the Company is party to 121 individual property lease agreements with a single lessor as of December 31, 2021. These lease agreements had initial terms ranging from nine to 15 years with renewal options in five-year We were deemed the owner of certain of our facilities during their construction period based on an evaluation made in accordance with the Leases As of December 31, 2021, other finance obligations consist of $203.0 million, with cash payments of $21.2 million for the year ended December 31, 2021. These other finance obligations are included on the consolidated balance sheet as part of long-term debt. The related assets are recorded as components of property, plant, and equipment on the consolidated balance sheet. Future maturities for other finance obligations as of December 31, 2021 were as follows (in thousands): 2022 $ 16,885 2023 16,893 2024 16,911 2025 16,911 2026 16,690 Thereafter 157,653 Total $ 241,943 |
Employee Stock-Based Compensati
Employee Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
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”), as amended, 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. As of December 31, 2021, the Company had reserved 15.1 million shares of common stock for the grant of awards under the 2014 Plan, subject to adjustment as provided by the 2014 Plan. In 2020, the number of shares available under the 2014 Plan had been adjusted to allow for the assumption of options and shares granted in connection with the BMC Merger. All 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 2007 Incentive Plan Under our 2007 Incentive Plan (“2007 Plan”), the Company was 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. Stock options granted under the 2007 Plan do not have a term exceeding 10 years from the date of grant. As of May 24, 2017, no further grants will be made under the 2007 plan. All remaining awards granted under the 2007 Plan are fully vested and exercisable. 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 granted under the 2005 Plan do not have a term exceeding 10 years from the date of grant. As of June 27, 2015, no further grants will be made under the 2005 Plan. All remaining awards granted under the 2005 Plan are fully vested and exercisable. 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 The following table summarizes our stock option activity: Weighted Weighted Average Average Exercise Remaining Aggregate Options Price Years Intrinsic Value (in thousands) (in thousands) Outstanding at December 31, 2020 199 $ 7.68 Assumed in BMC Merger 84 $ 12.69 Exercised (90 ) $ 8.25 Forfeited - $ - Outstanding at December 31, 2021 193 $ 9.60 2.9 $ 14,696 Exercisable at December 31, 2021 $ 193 $ 9.60 2.9 $ 14,696 The outstanding options at December 31, 2021 include 128,000 options under the 2014 plan, 28,000 options under the 2007 Plan, 18,000 options under the 2005 Plan and 19,000 options under the 1998 Plan. As of December 31, 2021, all outstanding options under the 2014 Plan, the 2007 Plan, the 2005 Plan and the 1998 Plan were exercisable. There were no options granted during the years ended December 31, 2021, 2020 or 2019. The total intrinsic value of options exercised during the years ended December 31, 2021, 2020, and 2019 were $7.0 million, $4.8 million and $12.5 million, respectively. Vesting of all of our stock options is contingent solely on continuous employment over the requisite service period. Restricted Stock Units The total outstanding RSUs at December 31, 2021 include 2,058,000 units granted under the 2014 Plan. The Company grants RSUs to employees under our 2014 Incentive Plan for which vesting is based solely on continuous employment over the requisite service period. Generally, the RSUs vest 33 The following table summarizes activity for RSUs subject solely to service conditions for the year ended December 31, 2021 (shares in thousands): Weighted Average Grant Shares Date Fair Value Nonvested at December 31, 2020 1,401 $ 17.60 Granted 645 $ 47.36 Vested (726 ) $ 19.01 Forfeited (37 ) $ 45.38 Nonvested at December 31, 2021 1,283 $ 30.97 The weighted average grant date fair value of RSUs for which vesting is subject solely to service conditions granted during the years ended December 31, 2021, 2020 and 2019 were $47.36, $19.54, and $14.29, respectively. Performance and Service Condition Based Restricted Stock Unit Grants The Company grants RSUs to employees under our 2014 Incentive Plan for which vesting is based on the Company’s achievement of certain performance targets, generally over a two-year five-year Performance, Market and Service Condition Based Restricted Stock Unit Grants The Company grants RSUs to employees under our 2014 Incentive Plan, that cliff vest on the third anniversary of the grant date based on the Company’s level of achievement of performance goals relating to return on invested capital over a three-year The following table summarizes activity for RSUs for which vesting is subject to performance, market and service conditions for the year ended December 31, 2021 (shares in thousands): Weighted Average Grant Shares Date Fair Value Nonvested at December 31, 2020 948 $ 18.97 Granted 284 $ 41.62 Vested (442 ) $ 20.62 Forfeited (15 ) $ 44.45 Nonvested at December 31, 2021 775 $ 25.85 The weighted average grant date fair value of RSUs for which vesting is subject to performance, market and service conditions granted during the years ended December 31, 2021, 2020 and 2019 were $41.62, $23.18 and $14.42, respectively. Our results of operations include stock compensation expense of $31.5 million, $17.0 million and $12.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. We recognized excess tax benefits for stock options exercised and RSUs vested of $8.7 million, $2.1 million and $2.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. The total fair value of options vested during the years ended December 31, 2021, 2020, and 2019 were $0.1 million, $0.1 million and $0.3 million, respectively. The total fair value of RSUs vested during the years ended December 31, 2021, 2020 and 2019 were $22.9 million, $11.3 million and $9.8 million, respectively. As of December 31, 2021, there was approximately $33.0 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 1.8 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The components of income tax expense included in continuing operations were as follows for the years ended December 31: 2021 2020 2019 (in thousands) Current: Federal $ 475,737 $ 66,017 $ 3,678 State 84,967 11,998 6,274 560,704 78,015 9,952 Deferred: Federal (33,803 ) 16,270 45,955 State (770 ) 344 5,039 (34,573 ) 16,614 50,994 Income tax expense $ 526,131 $ 94,629 $ 60,946 Temporary differences, which give rise to deferred tax assets and liabilities, were as follows as of December 31: 2021 2020 (in thousands) Deferred tax assets related to: Accrued expenses $ 31,828 $ 19,182 Insurance reserves 32,080 16,582 Stock-based compensation expense 5,008 3,549 Accounts receivable 8,742 4,726 Inventories 10,387 6,152 Operating loss and credit carryforwards 18,356 10,812 Operating lease liabilities 113,273 70,216 Other 3,098 3,746 222,772 134,965 Valuation allowance (2,573 ) (2,409 ) Total deferred tax assets 220,199 132,556 Deferred tax liabilities related to: Prepaid expenses (8,960 ) (3,914 ) Goodwill and other intangible assets (307,165 ) (47,490 ) Property, plant and equipment (156,315 ) (57,353 ) Operating lease right-of-use assets (109,880 ) (68,641 ) Total deferred tax liabilities (582,320 ) (177,398 ) Net deferred tax liability $ (362,121 ) $ (44,842 ) 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: 2021 2020 2019 Statutory federal income tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal income tax 3.2 3.7 2.8 Stock-based compensation windfall benefit (0.4 ) (0.5 ) (0.8 ) Permanent difference - 162(m) limitation 0.3 0.5 0.4 Permanent difference - credits (0.9 ) (1.7 ) (2.3 ) Permanent difference - other 0.2 0.3 0.7 Other — (0.1 ) (0.2 ) 23.4 % 23.2 % 21.6 % We have $113.2 million of state net operating loss carryforwards and $1.3 million of state tax credit carryforwards expiring at various dates through 2035. We also have $63.2 million of federal net operating loss carryforwards expiring at various dates through 2034. We evaluate our deferred tax assets on a quarterly basis to determine whether a valuation allowance is required. In accordance with the Income Taxes topic of the Codification we assess whether it is more likely than not that some or all of our deferred tax assets will not be realized. Significant judgment is required in estimating valuation allowances for deferred tax assets and in making this determination, we consider all available positive and negative evidence and make certain assumptions. The realization of a deferred tax asset ultimately depends on the existence of sufficient taxable income in the applicable carryforward period . Changes in our estimates of future taxable income and tax planning strategies will affect our estimate of the realization of the tax benefits of these tax carryforwards. 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. The balance for uncertain tax positions, excluding penalties and interest, was $14.5 million and $9.2 million as of December 31, 2021 and 2020, respectively, with $5.3 million and $7.2 million recorded in the Company’s consolidated statement of operations for the years ended December 31, 2021 and 2020, and with no significant amounts recorded in the year ended December 31, 2019. 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 2021, 2020 or 2019. 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 2014. We are currently under IRS audit for various aspects of our 2015, 2016, 2017 and 2019 tax years. We report income-based tax in 41 states with various years open to examination. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 12. Employee Benefit Plans We maintain one active defined contribution 401(k) plan. Our employees are eligible to participate in the plan subject to certain employment eligibility provisions. Participants can contribute up to 75% 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 We maintain one active defined benefit post-retirement plan which provides income at a defined percentage of a participant’s salary for a period after retirement. The plan is not material and is fully funded by investments segregated for the sole purpose of funding the plan. 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 years ended December 31, 2021, 2020 and 2019 were not significant. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies As of December 31, 2021, we had outstanding letters of credit totaling $126.4 million under our 2026 facility that principally support our self-insurance programs. The Company has a number of known and threatened construction defect legal claims. While these claims are generally covered under the Company’s existing insurance programs to the extent any loss exceeds the deductible, there is a reasonable possibility of loss that is not able to be estimated at this time because (i) many of the proceedings are in the discovery stage, (ii) the outcome of future litigation is uncertain, and/or (iii) the complex nature of the claims. Although the Company cannot estimate a reasonable range of loss based on currently available information, the resolution of these matters could have a material adverse effect on the Company's financial position, results of operations or cash flows. In addition, we are involved in various other claims and lawsuits incidental to the conduct of our business in the ordinary course. We carry insurance coverage in such amounts in excess of our self-insured retention as we believe to be reasonable under the circumstances and that may or may not cover any or all of our liabilities in respect of such claims and lawsuits. Although the ultimate disposition of these other proceedings cannot be predicted with certainty, management believes the outcome of any such claims that are pending or threatened, either individually or on a combined basis, will not have a material adverse effect on our consolidated financial position, cash flows or results of operations. However, there can be no assurances that future adverse judgments and costs would not be material to our results of operations or liquidity for a particular period. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions An executive officer of one of our customers, Ashton Woods USA, L.L.C., is a member of the Company’s board of directors. A ccounts receivable due from and net sales to Ashton Woods USA, L.L.C. were approximately 1% of our total accounts receivable and our total net sales, respectively, for the year ended December 31, 2021. Further, the Company has entered into certain leases of land and buildings with certain employees or non-affiliate stockholders. Activity associated with these related party transactions was not significant as of or for the years ended December 31, 2021, 2020 or 2019. Transactions between the Company and other related parties occur in the ordinary course of business. However, the Company carefully monitors and assesses related party relationships. Management does not believe that any of these transactions with related parties had a material impact on the Company’s results for the years ended December 31, 2021, 2020, or 2019. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events Debt Transactions As discussed in Note 8, on January 21, 2022, the Company completed a private offering of an additional $300.0 million in aggregate principal amount of 2032 notes at an issue price equal to 100.50% of par value. Net proceeds from the offering were used to repay borrowings on the 2026 facility and to pay related transaction fees and expenses. In addition, the Company amended the 2026 facility to increase the total commitments by an aggregate amount of $400.0 million resulting in a new $1.8 billion amended credit facility. Company Shares Repurchases On January 12, 2022, the Company completed its final share repurchases under its two previously announced share repurchase authorizations totaling $2.0 billion. From January 1, 2022 to January 12, 2022, the Company repurchased and retired approximately 3.1 million shares of our common stock at an average price of $81.35 per share for $252.7 million, including fees. Additionally, on February 18, 2022, the Company announced that its board of directors authorized the repurchase an additional $1.0 billion of its shares of common stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
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 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 credit losses, employee compensation programs, depreciation and amortization periods, income taxes, inventory values, insurance programs, goodwill, other intangible assets and long-lived assets. 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 credit losses, employee compensation programs, depreciation and amortization periods, income taxes, inventory values, insurance programs, goodwill, other intangible assets and long-lived assets. |
Reclassifications | Reclassifications Certain prior periods’ amounts have been reclassified to conform to the current year presentation, including presenting contract assets and contract liabilities separately on the face of the financial statements, whereas, these contract assets and contract liabilities had previously been presented as a component of accounts receivable and accrued liabilities, respectively. These reclassifications had no impact on net income, total assets and liabilities, stockholders’ equity, or cash flows as previously reported |
Segments | Segments 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. For the period ended December 31, 2021, these product and service offerings are distributed across approximately 565 locations operating in 42 states across the United States. Following the merger with BMC Stock Holdings, Inc. on January 1, 2021, which is discussed in Note 3 to these consolidated financial statements, the Company reorganized the structure of its internal organization. Given the span and depth of our geographical reach, our locations are organized into three geographical divisions (East, Central, and West), which are also our operating segments. Our operating divisions are organized on a geographical basis to facilitate a disaggregated management of the Company and to respond to the local needs of the customers in the markets we serve. All of our segments have similar customers, products and services, and distribution methods. Due to these similarities, along with the similar economic profitability achieved across all our operating segments, we aggregate our three operating segments into one reportable segment in accordance with GAAP. Centralized financial and operational oversight, including resource allocation and assessment of performance on an income from continuing operations before income taxes basis, is performed by our CEO, whom we have determined to be our chief operating decision maker (“CODM”). The accounting policies of our operating segments are consistent with the accounting policies described in this Note 2 to these consolidated financial statements. Since the Company operates in one reportable segment, the primary measures reviewed by the CODM, including revenue, gross margin and income before income taxes, are shown in these consolidated financial statements. Our segments do not have any revenues or long-lived assets located in foreign countries. |
Business Combinations | Business Combinations When they meet the requirements under ASC 805, Business Combinations, merger and acquisition transactions are accounted for using the acquisition method, and accordingly the results of operations of the acquiree are included in the Company’s consolidated financial statements from the acquisition date. The consideration transferred is allocated to the identifiable assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with any excess recorded as goodwill. Transaction-related costs are expensed in the period the costs are incurred. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill. |
Revenue Recognition | Revenue Recognition We recognize revenue as performance obligations are satisfied by transferring control of a promised good or service to a customer in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We generally classify our revenues into two types: (i) distribution sales; or (ii) sales related to contracts with service elements. Distribution sales typically consist of the sale of building products we manufacture and the resale of purchased building products. We recognize revenue related to distribution sales at a point in time upon delivery of the ordered goods to our customers. Payment terms related to distribution sales are not significant as payment is generally received shortly after the point of sale. Our contracts with service elements primarily relate to installation and construction services. We evaluate whether multiple contracts should be combined and accounted for as a single contract and whether a single or combined contract should be accounted for as a single performance obligation or multiple performance obligations. If a contract is separated into more than one performance obligation, we allocate the transaction price to each performance obligation generally based on observable standalone selling prices of the underlying goods or services. Revenue related to contracts with service elements is generally recognized over time based on the extent of progress towards completion of the performance obligation because of continuous transfer of control to the customer. We consider costs incurred to be indicative of goods and services delivered to the customer. As such, we use a cost-based input method to recognize revenue on our contracts with service elements as it best depicts the transfer of assets to our customers. Payment terms related to sales for contracts with service elements are specific to each customer and contract. However, they are considered to be short-term in nature as payments are normally received either throughout the life of the contract or shortly after the contract is complete. 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 determinable. 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. The Company records sales incentives provided to customers as a reduction of revenue. We present all sales tax on a net basis in our consolidated financial statements. Costs to obtain contracts are expensed as incurred as our contracts are typically completed in one year or less, and where applicable, we generally would incur these costs whether or not we ultimately obtain the contract. We do not disclose the value of our remaining performance obligations on uncompleted contracts as our contracts generally have a duration of one year or less. The timing of revenue recognition, invoicing and cash collection results in accounts receivable, unbilled receivables, contract assets and contract liabilities. Contract assets include unbilled amounts when the revenue recognized exceeds the amount billed to the customer, and amounts representing a right to payment from previous performance that is conditional on something other than passage of time, such as retainage. Contract liabilities consist of deferred revenue and customer advances and deposits. The following table disaggregates our net sales by product category for the years ended December 31: (in thousands) 2021 2020 2019 (in thousands) Lumber & lumber sheet goods $ 8,412,210 $ 3,076,376 $ 2,251,580 Manufactured products 4,333,283 1,640,460 1,449,550 Windows, doors & millwork 3,332,005 1,629,179 1,542,924 Siding, metal & concrete products 1,531,058 773,640 712,644 Gypsum, roofing & insulation 656,383 514,638 528,571 Other building products & services 1,628,917 924,581 795,162 Net sales $ 19,893,856 $ 8,558,874 $ 7,280,431 Net sales from installation and construction services represents less than 10% of the Company’s net sales for each period presented. |
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 net book cash balance resulting from outstanding checks that had not yet been paid by any single financial institution, they are reflected in accounts payable on the accompanying consolidated balance sheets. |
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 geographic economy is not significant. Other receivables consist primarily of vendor rebates receivables and income tax receivables. Our customer mix is a balance of large national homebuilders, regional homebuilders, local and custom homebuilders and repair and remodeling contractors as well as multi-family builders. For the year ended December 31, 2021, our top 10 customers accounted for approximately 18% of our net sales, with our largest customer accounting for approximately 5% of net sales. The allowance for credit losses 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 and forecasted economic conditions that may affect the customer’s ability to pay, and historical experience. Accounts receivable are written off when deemed uncollectible. We also establish reserves for credit memos and customer returns. The reserve balance was $17.7 million and $11.9 million at December 31, 2021 and 2020, respectively. The activity in this reserve was not significant for each year presented. The following table shows the changes in our allowance for credit losses (in thousands): 2021 2020 2019 Balance at January 1, $ 5,774 $ 5,936 $ 6,195 Additions 20,451 4,720 5,811 Deductions (write-offs, net of recoveries) (4,464 ) (4,882 ) (6,070 ) Balance at December 31, $ 21,761 $ 5,774 $ 5,936 Accounts receivable consisted of the following at December 31 (in thousands): 2021 2020 Accounts receivable $ 1,748,306 $ 840,390 Less: allowances for returns and credit losses (39,510 ) (17,637 ) Accounts receivable, net $ 1,708,796 $ 822,753 |
Inventories | Inventories Inventories consist principally of materials purchased for resale, including lumber, lumber sheet goods, windows, doors and millwork and other building products, as well as certain manufactured products and are stated at the lower of cost and net realizable value. 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 statement of operations. Throughout the year we estimate the amount of the rebates based upon the expected level of purchases. We continually evaluate and revise these estimates as necessary based on actual purchase levels. We source products from a large number of suppliers. Materials purchased from our largest single supplier represented approximately 7% of our total materials purchased in 2021. |
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 statement of operations and totaled |
Income Taxes | Income Taxes We account for income taxes utilizing the asset and 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. |
Debt Issuance Costs and Debt Discount/Premium | Debt Issuance Costs and Debt Discount/Premium Loan costs are capitalized upon the issuance of long-term debt and amortized over the life of the related debt. Debt issuance costs associated with term debt are presented as a reduction to long-term debt. Debt issuance costs associated with revolving debt arrangements are presented as a component of other assets. Debt issuance costs incurred in connection with revolving debt arrangements are amortized using the straight-line method. Debt issuance costs , discounts and premiums incurred in connection with term debt are amortized over the life of the related debt using the effective interest method. Amortization of debt issuance costs, discount s and premiums are included in interest expense. Upon changes to our debt structure, we evaluate debt issuance costs , discounts and premiums in accordance with the Debt topic of the Codification. We adjust debt issuance costs , discounts and premiums as necessary based on the results of this evaluation, as discussed in Note 8 . |
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 10 to 40 years Machinery and equipment 7 to 10 years Furniture, fixtures and information technology 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 furniture, fixtures and information technology and generally depreciated using the straight-line method over the estimated useful lives of the assets, generally three years. |
Leases | Leases We lease certain land, buildings, rolling stock and other types of equipment for use in our operations. These leases typically have initial terms ranging from five to 15 years. Many of our leases contain renewal options which are exercisable at our discretion. These renewal options generally have terms ranging from one to five years. We also lease certain properties from related parties, including current employees and non-affiliate stockholders. Under the Leases We determine if an arrangement is a lease at the inception of the arrangement. Lease liabilities are recognized based on the present value of lease payments over the lease term at the arrangement’s commencement date. Right-of-use assets are recognized based on the amount of the measurement of the lease liability adjusted for any We have certain lease agreements that are subject to changes based on the Consumer Price Index or another referenced index. In the event of changes to the relevant index, lease liabilities are not remeasured and incremental costs are treated as variable lease payments and recognized in the period in which the obligation for those payments is incurred. 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. |
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 amount 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 amount 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 amount is greater than estimated fair value. The net carrying amount 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. |
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. On a quarterly basis, we engage an external actuarial professional to independently assess and estimate the total liability outstanding. Provisions for losses are developed from these valuations which rely upon our past claims experience, which considers both the frequency and settlement of claims. The legal costs associated with these claims are included in these developed provisions. We discount our worker’s compensation, general liability, and auto liability insurance reserves based upon estimated future payment streams at our risk-free rate. Our total insurance reserve balances were $171.1 million and $90.8 million as of December 31, 2021 and 2020, respectively. Of these balances $103.0 million and $52.1 million were recorded as other long-term liabilities as of December 31, 2021 and 2020, respectively. Included in these reserve balances as of December 31, 2021 and 2020, were approximately $12.6 million and $5.7 million, respectively, of claims that exceeded stop-loss limits and are expected to be recovered under insurance policies which are also recorded as other receivables and other assets in the accompanying consolidated balance sheet. |
Net Income per Common Share | Net Income per Common Share Net income per common share, or earnings per share (“EPS”), is calculated in accordance with the Earnings per Share The table below presents the calculation of basic and diluted EPS for the years ended December 31: Years Ended December 31, 2021 2020 2019 (in thousands, except per share amounts) Numerator: Net income $ 1,725,416 $ 313,537 $ 221,809 Denominator: Weighted average shares outstanding, basic 201,839 116,611 115,713 Dilutive effect of options and RSUs 1,631 1,306 1,312 Weighted average shares outstanding, diluted 203,470 117,917 117,025 Net income per share: Basic $ 8.55 $ 2.69 $ 1.92 Diluted $ 8.48 $ 2.66 $ 1.90 Antidilutive and contingent RSUs excluded from diluted EPS 225 291 402 |
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 amounts 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 carrying amount of a reporting unit exceeds its fair 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 and vesting of RSUs. We recognize the effect of pre-vesting forfeitures in the period they actually occur. We did not grant any options during the years ended December 31, 2021, 2020, or 2019. The fair value of RSU awards which are subject to or contain market conditions is estimated on the date of grant using the Monte Carlo simulation model with the following weighted average assumptions for the year ended December 31: 2021 2020 2019 Expected volatility (company) 51.3 % 40.0 % 38.3 % Expected volatility (peer group median) 42.9 % 40.0 % 33.2 % Correlation between the company and peer group median 0.6 0.5 0.5 Expected dividend yield 0.0 % 0.0 % 0.0 % Risk-free rate 0.3 % 0.9 % 2.6 % The expected volatilities and correlation are based on the historical daily returns of our common stock and the common stocks of the constituents of the Company’s peer group over the most recent period equal to the measurement period. The expected dividend yield is based on our history of not paying regular dividends in the past and our current intention to not pay regular dividends in the foreseeable future. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant and has a term equal to the measurement period. |
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. As of December 31, 2021 and 2020, the Company does not have any financial instruments which are measured at fair value on a recurring basis. We have elected to report the value of our 2027 notes, 2030 notes, 2032 notes, and 2026 facility at amortized cost. The fair values of the 2027 notes, 2030 notes, and 2032 notes at December 31, 2021 were approximately $646.2 million, $590.9 million, and $1,045.0 million |
Comprehensive Income | Comprehensive Income Comprehensive income 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 and other gains and losses affecting stockholders’ equity that, under GAAP, are excluded from net income. We had no items of other comprehensive income for the years ended December 31, 2021, 2020, and 2019. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers which intends to address diversity and inconsistency in the accounting related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. This standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The purpose of ASU 2020-04 is to provide optional guidance for a period of time related to accounting for reference rate reform on financial reporting. It is intended to reduce the potential burden of reviewing contract modifications related to discontinued rates. The amendments and expedients in this update are effective, as elected, beginning March 12, 2020 through December 31, 2022 and may be elected by topic. We have yet to elect adoption and the adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In December 2019, the FASB issued an update to existing guidance under the Income Taxes Income Taxes |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies [Line Items] | |
Schedule of Net Sales by Product Category | The following table disaggregates our net sales by product category for the years ended December 31: (in thousands) 2021 2020 2019 (in thousands) Lumber & lumber sheet goods $ 8,412,210 $ 3,076,376 $ 2,251,580 Manufactured products 4,333,283 1,640,460 1,449,550 Windows, doors & millwork 3,332,005 1,629,179 1,542,924 Siding, metal & concrete products 1,531,058 773,640 712,644 Gypsum, roofing & insulation 656,383 514,638 528,571 Other building products & services 1,628,917 924,581 795,162 Net sales $ 19,893,856 $ 8,558,874 $ 7,280,431 |
Reconciliation of Accounts Receivable - Classified | The following table shows the changes in our allowance for credit losses (in thousands): 2021 2020 2019 Balance at January 1, $ 5,774 $ 5,936 $ 6,195 Additions 20,451 4,720 5,811 Deductions (write-offs, net of recoveries) (4,464 ) (4,882 ) (6,070 ) Balance at December 31, $ 21,761 $ 5,774 $ 5,936 |
Rollforward of Allowance for Credit Losses | Accounts receivable consisted of the following at December 31 (in thousands): 2021 2020 Accounts receivable $ 1,748,306 $ 840,390 Less: allowances for returns and credit losses (39,510 ) (17,637 ) Accounts receivable, net $ 1,708,796 $ 822,753 |
Summary of Calculation of Basic And Diluted EPS | The table below presents the calculation of basic and diluted EPS for the years ended December 31: Years Ended December 31, 2021 2020 2019 (in thousands, except per share amounts) Numerator: Net income $ 1,725,416 $ 313,537 $ 221,809 Denominator: Weighted average shares outstanding, basic 201,839 116,611 115,713 Dilutive effect of options and RSUs 1,631 1,306 1,312 Weighted average shares outstanding, diluted 203,470 117,917 117,025 Net income per share: Basic $ 8.55 $ 2.69 $ 1.92 Diluted $ 8.48 $ 2.66 $ 1.90 Antidilutive and contingent RSUs excluded from diluted EPS 225 291 402 |
Market Condition Based Restricted Stock Unit Grants | |
Significant Accounting Policies [Line Items] | |
Schedule of Share-based Payment Award, Restricted Stock Unit, Valuation Assumptions | The fair value of RSU awards which are subject to or contain market conditions is estimated on the date of grant using the Monte Carlo simulation model with the following weighted average assumptions for the year ended December 31: 2021 2020 2019 Expected volatility (company) 51.3 % 40.0 % 38.3 % Expected volatility (peer group median) 42.9 % 40.0 % 33.2 % Correlation between the company and peer group median 0.6 0.5 0.5 Expected dividend yield 0.0 % 0.0 % 0.0 % Risk-free rate 0.3 % 0.9 % 2.6 % |
Business Combinations and Dis_2
Business Combinations and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Calculation of Consideration Transferred | 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 |
Summary of Aggregate Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the aggregate fair values of the assets acquired and liabilities assumed for these acquisitions during the year ended December 31, 2021, (in thousands): BMC Merger All Other Acquisitions Total Cash and cash equivalents $ 167,490 $ 44,469 $ 211,959 Accounts receivable 428,221 146,742 574,963 Other receivables 36,704 6,660 43,364 Inventories 460,146 116,571 576,717 Contract assets 40,983 6,014 46,997 Other current assets 32,891 3,716 36,607 Property, plant and equipment 555,170 70,419 625,589 Operating lease right-of-use assets 179,133 44,083 223,216 Goodwill 1,751,604 743,207 2,494,811 Intangible assets 1,470,000 372,100 1,842,100 Other assets 6,244 641 6,885 Total assets $ 5,128,586 $ 1,554,622 $ 6,683,208 Accounts payable $ 279,980 $ 19,808 $ 299,788 Accrued liabilities 201,046 47,407 248,453 Contract liabilities 45,072 22,436 67,508 Operating lease liabilities 180,650 44,083 224,733 Long-term debt 366,797 42 366,839 Deferred income taxes 349,971 1,881 351,852 Other long-term liabilities 46,707 535 47,242 Total liabilities $ 1,470,224 $ 136,192 $ 1,606,416 Total consideration transferred $ 3,658,363 $ 1,418,430 $ 5,076,793 |
Unaudited Pro Forma Operating Results | The following table reflects the unaudited 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). Twelve Months Ended December 31, 2021 2020 (in thousands) Net sales $ 19,893,856 $ 12,766,114 Net income 1,874,632 240,699 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment consisted of the following at December 31: 2021 2020 (in thousands) Land $ 329,354 $ 206,321 Buildings and improvements 565,546 386,922 Machinery and equipment 937,648 517,543 Furniture, fixtures and information technology 138,115 102,309 Construction in progress 80,500 16,568 Finance lease right-of-use assets 6,054 43,256 Property, plant and equipment 2,057,217 1,272,919 Less: accumulated depreciation 671,776 523,789 Property, plant and equipment, net $ 1,385,441 $ 749,130 |
Schedule of Balances Held Under Other Finance Obligations | The following balances held under other finance obligations are included on the accompanying consolidated balance sheet as of December 31: 2021 2020 (in thousands) Land $ 110,878 $ 116,638 Buildings and improvements 119,240 131,390 Assets held under other finance obligations 230,118 248,028 Less: accumulated amortization 24,309 25,015 Assets held under other finance obligations, net $ 205,809 $ 223,013 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Schedule of Change in Carrying Amount of Goodwill | The following table sets forth the changes in the carrying amount of goodwill for the years ended December 31, 2021and 2020 (in thousands): Balance as of December 31, 2019 (1) $ 769,022 Acquisitions 16,283 Balance as of December 31, 2020 (1) $ 785,305 BMC Merger 1,751,604 All other acquisitions 743,207 Gypsum Divestiture (9,924 ) Balance as of December 31, 2021 (1) $ 3,270,192 (1) Goodwill |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The following table presents intangible assets as of December 31: 2021 2020 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization (in thousands) Customer relationships $ 1,781,264 $ (328,540 ) $ 195,435 $ (94,690 ) Trade names 201,861 (155,141 ) 52,061 (38,138 ) Subcontractor relationships 5,440 (3,757 ) 5,440 (1,944 ) Non-compete agreements 13,519 (3,243 ) 3,719 (2,001 ) Developed technology 95,600 (3,594 ) - - Total intangible assets $ 2,097,684 $ (494,275 ) $ 256,655 $ (136,773 ) |
Estimated Amortization Expense for Intangible Assets | The following table presents the estimated amortization expense for intangible assets for the years ending December 31 (in thousands): 2022 $ 260,867 2023 230,168 2024 201,423 2025 172,843 2026 153,052 Thereafter 585,056 Total future net intangible amortization expense $ 1,603,409 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Liabilities | Accrued liabilities consisted of the following: December 31, 2021 December 31, 2020 (in thousands) Accrued payroll and other employee related expenses $ 385,800 $ 176,379 Accrued business taxes 81,055 46,717 Self-insurance reserves 68,060 38,642 Accrued rebates payable 51,805 18,592 Amounts accrued for repurchases of common stock 51,545 — Accrued interest 31,666 13,567 Income taxes payable 2,230 12,236 Other 46,743 20,948 Total accrued liabilities $ 718,904 $ 327,081 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Long-term debt consisted of the following: December 31, 2021 December 31, 2020 (in thousands) 2026 revolving credit facility (1) $ 588,000 $ 75,000 2027 notes 612,500 777,500 2030 notes 550,000 550,000 2032 notes 1,000,000 - Other finance obligations 202,995 216,072 Finance lease obligations 3,787 23,873 2,957,282 1,642,445 Unamortized debt discount/premium and debt issuance costs (27,500 ) (18,205 ) 2,929,782 1,624,240 Less: current maturities of lease obligations 3,660 27,335 Long-term debt, net of current maturities, discounts and issuance costs $ 2,926,122 $ 1,596,905 (1) The weighted average interest rate was 2.8% and 3.8% as of December 31, 2021 and 2020, respectively. |
Future Maturities of Long-Term Debt | Future maturities of long-term debt as of December 31, 2021were as follows (in thousands): Year ending December 31, 2022 $ - 2023 - 2024 - 2025 - 2026 588,000 Thereafter 2,162,500 Total long-term debt $ 2,750,500 |
Leases and Other Finance Obli_2
Leases and Other Finance Obligations (Table) | 12 Months Ended |
Dec. 31, 2021 | |
Lessee Lease Description [Line Items] | |
Summary of Right-of-use Assets and Lease Liabilities | Right-of-use assets and lease liabilities consisted of the following as of December 31: 2021 2020 (in thousands) Assets Operating lease right-of-use assets, net $ 457,833 $ 274,562 Finance lease right-of-use assets, net (included in property, plant and equipment, net) 4,111 34,905 Total right-of-use assets $ 461,944 $ 309,467 Liabilities Current Current portion of operating lease liabilities $ 96,680 $ 61,625 Current portion of finance lease liabilities (included in current maturities of long-term debt) 1,439 12,178 Noncurrent Noncurrent portion of operating lease liabilities 375,289 219,239 Noncurrent portion of finance lease liabilities (included in long-term debt, net of current maturities) 2,348 11,695 Total lease liabilities $ 475,756 $ 304,737 |
Summary of Total Lease Costs | Total lease costs consisted of the following for the years ended December 31: 2021 2020 (in thousands) Operating lease costs (1) $ 133,009 $ 85,798 Finance lease costs: Amortization of finance lease right-of-use assets 2,166 6,325 Interest on finance lease liabilities 360 1,424 Variable lease costs 27,276 17,607 Total lease costs $ 162,811 $ 111,154 (1) Includes short-term lease costs and sublease income which were not material for either period. |
Summary of Future Maturities of Lease Liabilities | Future maturities of lease liabilities as of December 31, 2021 were as follows: Finance Leases Operating Leases (in thousands) 2022 $ 1,570 $ 115,675 2023 1,337 102,699 2024 480 85,724 2025 257 62,585 2026 128 50,872 Thereafter 309 142,084 Total lease payments 4,081 559,639 Less: amount representing interest (294 ) (87,670 ) Present value of lease liabilities 3,787 471,969 Less: current portion (1,439 ) (96,680 ) Long-term lease liabilities, net of current portion $ 2,348 $ 375,289 |
Summary of Weighted Average Lease Terms and Discount Rates | Weighted average lease terms and discount rates as of December 31 were as follows: 2021 2020 Weighted average remaining lease term (years) Operating leases 6.3 6.3 Finance leases 3.4 2.1 Weighted average discount rate Operating leases 5.3 % 6.3 % Finance leases 4.4 % 5.9 % |
Summary of Cash paid for Amounts Included in Measurement of Lease Liabilities | The following table presents cash paid for amounts included in the measurement of lease liabilities for the years ended December 31: 2021 2020 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 118,314 $ 82,559 Operating cash flows from finance leases 360 1,424 Financing cash flows from finance leases 2,709 13,409 |
Other Finance Obligations | |
Lessee Lease Description [Line Items] | |
Summary of Future Maturities of Other Finance Obligation | Future maturities for other finance obligations as of December 31, 2021 were as follows (in thousands): 2022 $ 16,885 2023 16,893 2024 16,911 2025 16,911 2026 16,690 Thereafter 157,653 Total $ 241,943 |
Employee Stock-Based Compensa_2
Employee Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Option Activity | The following table summarizes our stock option activity: Weighted Weighted Average Average Exercise Remaining Aggregate Options Price Years Intrinsic Value (in thousands) (in thousands) Outstanding at December 31, 2020 199 $ 7.68 Assumed in BMC Merger 84 $ 12.69 Exercised (90 ) $ 8.25 Forfeited - $ - Outstanding at December 31, 2021 193 $ 9.60 2.9 $ 14,696 Exercisable at December 31, 2021 $ 193 $ 9.60 2.9 $ 14,696 |
Service Condition Based Restricted Stock Unit Grants | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Stock Unit Activity | The following table summarizes activity for RSUs subject solely to service conditions for the year ended December 31, 2021 (shares in thousands): Weighted Average Grant Shares Date Fair Value Nonvested at December 31, 2020 1,401 $ 17.60 Granted 645 $ 47.36 Vested (726 ) $ 19.01 Forfeited (37 ) $ 45.38 Nonvested at December 31, 2021 1,283 $ 30.97 |
Performance Market and Service Condition Based Restricted Stock Unit Grants | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Stock Unit Activity | The following table summarizes activity for RSUs for which vesting is subject to performance, market and service conditions for the year ended December 31, 2021 (shares in thousands): Weighted Average Grant Shares Date Fair Value Nonvested at December 31, 2020 948 $ 18.97 Granted 284 $ 41.62 Vested (442 ) $ 20.62 Forfeited (15 ) $ 44.45 Nonvested at December 31, 2021 775 $ 25.85 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax Expense Included in Continuing Operations | The components of income tax expense included in continuing operations were as follows for the years ended December 31: 2021 2020 2019 (in thousands) Current: Federal $ 475,737 $ 66,017 $ 3,678 State 84,967 11,998 6,274 560,704 78,015 9,952 Deferred: Federal (33,803 ) 16,270 45,955 State (770 ) 344 5,039 (34,573 ) 16,614 50,994 Income tax expense $ 526,131 $ 94,629 $ 60,946 |
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: 2021 2020 (in thousands) Deferred tax assets related to: Accrued expenses $ 31,828 $ 19,182 Insurance reserves 32,080 16,582 Stock-based compensation expense 5,008 3,549 Accounts receivable 8,742 4,726 Inventories 10,387 6,152 Operating loss and credit carryforwards 18,356 10,812 Operating lease liabilities 113,273 70,216 Other 3,098 3,746 222,772 134,965 Valuation allowance (2,573 ) (2,409 ) Total deferred tax assets 220,199 132,556 Deferred tax liabilities related to: Prepaid expenses (8,960 ) (3,914 ) Goodwill and other intangible assets (307,165 ) (47,490 ) Property, plant and equipment (156,315 ) (57,353 ) Operating lease right-of-use assets (109,880 ) (68,641 ) Total deferred tax liabilities (582,320 ) (177,398 ) Net deferred tax liability $ (362,121 ) $ (44,842 ) |
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: 2021 2020 2019 Statutory federal income tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal income tax 3.2 3.7 2.8 Stock-based compensation windfall benefit (0.4 ) (0.5 ) (0.8 ) Permanent difference - 162(m) limitation 0.3 0.5 0.4 Permanent difference - credits (0.9 ) (1.7 ) (2.3 ) Permanent difference - other 0.2 0.3 0.7 Other — (0.1 ) (0.2 ) 23.4 % 23.2 % 21.6 % |
Description of the Business - A
Description of the Business - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021StoreStates | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Entity formed, year | 1998 |
Number of Locations | Store | 565 |
Number of states | States | 42 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)StoreStatesRegionSegmentCustomershares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | |
Significant Accounting Policies [Line Items] | |||
Number of Locations | Store | 565 | ||
Number of states | States | 42 | ||
Number of geographic regions | Region | 3 | ||
Number of operating segments | Segment | 3 | ||
Number of reportable segment | Segment | 1 | ||
Sales return reserve | $ 17.7 | $ 11.9 | |
Insurance reserve balance | $ 171.1 | $ 90.8 | |
Options granted | shares | 0 | 0 | 0 |
2030 Notes | Level 2 | |||
Significant Accounting Policies [Line Items] | |||
Fair value of long term debt | $ 590.9 | ||
2027 Notes | Level 2 | |||
Significant Accounting Policies [Line Items] | |||
Fair value of long term debt | 646.2 | ||
2032 Notes | Level 2 | |||
Significant Accounting Policies [Line Items] | |||
Fair value of long term debt | 1,045 | ||
Other Long-term Liabilities | |||
Significant Accounting Policies [Line Items] | |||
Insurance reserve balance | 103 | $ 52.1 | |
Other Receivables and Other Assets | |||
Significant Accounting Policies [Line Items] | |||
Insurance receivable for claims that exceeds stop-loss limits | $ 12.6 | 5.7 | |
Leasehold Improvements | |||
Significant Accounting Policies [Line Items] | |||
Leasehold improvements | The shorter of the estimated useful life or the remaining lease term | ||
Computer Software | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 3 years | ||
Shipping and Handling Costs | |||
Significant Accounting Policies [Line Items] | |||
Shipping and handling costs | $ 512.8 | $ 347.7 | $ 332.5 |
Customer Concentration Risk | Sales Revenue, Net | |||
Significant Accounting Policies [Line Items] | |||
Number of top sales customers | Customer | 10 | ||
Maximum net sale to single customer, percentage | 5.00% | ||
Customer Concentration Risk | Sales Revenue, Net | Top Ten Customers | |||
Significant Accounting Policies [Line Items] | |||
Percentage of net revenue from major customers | 18.00% | ||
Supplier Concentration Risk | Cost of Goods Sold | |||
Significant Accounting Policies [Line Items] | |||
Purchases from largest single supplier, percentage | 7.00% | ||
Minimum | Lease Agreements | |||
Significant Accounting Policies [Line Items] | |||
Total lease term | 5 years | ||
Renewal term | 1 year | ||
Minimum | Buildings and Improvements | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 10 years | ||
Minimum | Machinery and Equipment | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 7 years | ||
Minimum | Furniture, Fixtures and Information Technology | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 3 years | ||
Maximum | Lease Agreements | |||
Significant Accounting Policies [Line Items] | |||
Total lease term | 15 years | ||
Renewal term | 5 years | ||
Maximum | Buildings and Improvements | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 40 years | ||
Maximum | Machinery and Equipment | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 10 years | ||
Maximum | Furniture, Fixtures and Information Technology | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 5 years | ||
Transferred over Time | Maximum | |||
Significant Accounting Policies [Line Items] | |||
Percentage of revenue from installation and construction services | 10.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Net Sales by Product Category (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Entity Wide Information Revenue From External Customer [Line Items] | |||
Net sales | $ 19,893,856 | $ 8,558,874 | $ 7,280,431 |
Lumber and Lumber Sheet Goods | |||
Entity Wide Information Revenue From External Customer [Line Items] | |||
Net sales | 8,412,210 | 3,076,376 | 2,251,580 |
Manufactured Products | |||
Entity Wide Information Revenue From External Customer [Line Items] | |||
Net sales | 4,333,283 | 1,640,460 | 1,449,550 |
Windows, Doors and Millwork | |||
Entity Wide Information Revenue From External Customer [Line Items] | |||
Net sales | 3,332,005 | 1,629,179 | 1,542,924 |
Siding, Metal and Concrete Products | |||
Entity Wide Information Revenue From External Customer [Line Items] | |||
Net sales | 1,531,058 | 773,640 | 712,644 |
Gypsum, Roofing and Insulation | |||
Entity Wide Information Revenue From External Customer [Line Items] | |||
Net sales | 656,383 | 514,638 | 528,571 |
Other Building Products and Services | |||
Entity Wide Information Revenue From External Customer [Line Items] | |||
Net sales | $ 1,628,917 | $ 924,581 | $ 795,162 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Rollforward of Allowance for Credit Losses (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Rollforward of allowance for doubtful accounts | |||
Beginning Balance | $ 5,774 | $ 5,936 | $ 6,195 |
Additions | 20,451 | 4,720 | 5,811 |
Deductions (write-offs, net of recoveries) | (4,464) | (4,882) | (6,070) |
Ending Balance | $ 21,761 | $ 5,774 | $ 5,936 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Reconciliation of Accounts Receivable - Classified (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Reconciliation of accounts receivable - classified | ||
Accounts receivable | $ 1,748,306 | $ 840,390 |
Less: allowances for returns and credit losses | (39,510) | (17,637) |
Accounts receivable, net | $ 1,708,796 | $ 822,753 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Calculation of Basic And Diluted EPS (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net income | $ 1,725,416 | $ 313,537 | $ 221,809 |
Denominator: | |||
Weighted average shares outstanding, basic | 201,839 | 116,611 | 115,713 |
Dilutive effect of options and RSUs | 1,631 | 1,306 | 1,312 |
Weighted average shares outstanding, diluted | 203,470 | 117,917 | 117,025 |
Net income per share: | |||
Basic | $ 8.55 | $ 2.69 | $ 1.92 |
Diluted | $ 8.48 | $ 2.66 | $ 1.90 |
Antidilutive and contingent RSUs excluded from diluted EPS | 225 | 291 | 402 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Restricted Stock Unit Valuation (Detail) - Market Condition Based Restricted Stock Unit Grants | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of fair value option award of weighted average assumptions | |||
Expected volatility (company) | 51.30% | 40.00% | 38.30% |
Expected volatility (peer group median) | 42.90% | 40.00% | 33.20% |
Correlation between the company and peer group median | 0.6 | 0.5 | 0.5 |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free rate | 0.30% | 0.90% | 2.60% |
Business Combinations and Dis_3
Business Combinations and Dispositions - Additional Information (Detail) $ / shares in Units, shares in Thousands | Dec. 31, 2021USD ($)shares | Dec. 06, 2021USD ($) | Sep. 01, 2021USD ($) | Aug. 16, 2021USD ($) | Jul. 26, 2021USD ($) | Jul. 01, 2021USD ($) | May 03, 2021USD ($) | Jan. 01, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)Segmentshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | |||||||||||
Net sales | $ 19,893,856,000 | $ 8,558,874,000 | $ 7,280,431,000 | ||||||||
Income before income taxes | $ 2,251,547,000 | $ 408,166,000 | 282,755,000 | ||||||||
Fair value of intangible assets acquired | $ 1,842,100,000 | ||||||||||
Common stock, shares issued | shares | 179,820 | 179,820 | 116,829 | ||||||||
Common stock, shares outstanding | shares | 179,820 | 179,820 | 116,829 | ||||||||
Goodwill | $ 3,270,192,000 | 2,494,811,000 | $ 3,270,192,000 | $ 785,305,000 | $ 769,022,000 | ||||||
Number of reportable segment | Segment | 1 | ||||||||||
Eastern U.S. Gypsum Distribution Operations | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash proceeds | $ 76,200,000 | ||||||||||
Total gain on sale | $ 26,300,000 | ||||||||||
Number of reportable segment | Segment | 1 | ||||||||||
Customer Relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Transaction related costs, incurred | $ 9,300,000 | ||||||||||
John’s Lumber and Hardware Co | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price of certain assets acquired | $ 24,800,000 | ||||||||||
Goodwill | 8,400,000 | 8,400,000 | |||||||||
John’s Lumber and Hardware Co | Customer Relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of intangible assets acquired | 2,600,000 | 2,600,000 | |||||||||
Cornerstone Building Alliance SW, LLC | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price of certain assets, net of cash acquired | $ 408,900,000 | ||||||||||
Goodwill | 181,500,000 | 181,500,000 | |||||||||
Cornerstone Building Alliance SW, LLC | Customer Relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of intangible assets acquired | 108,200,000 | 108,200,000 | |||||||||
WTS Paradigm, LLC | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price of certain assets, net of cash acquired | $ 449,600,000 | ||||||||||
Goodwill | 318,200,000 | 318,200,000 | |||||||||
WTS Paradigm, LLC | Customer Relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of intangible assets acquired | 22,300,000 | 22,300,000 | |||||||||
WTS Paradigm, LLC | Customer Relationships and Developed Technology | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of intangible assets acquired | 372,100,000 | 372,100,000 | |||||||||
WTS Paradigm, LLC | Developed Technology | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of intangible assets acquired | 95,600,000 | 95,600,000 | |||||||||
CTF Holdings Limited Partnership | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price of certain assets, net of cash acquired | $ 182,500,000 | ||||||||||
Goodwill | 98,100,000 | 98,100,000 | |||||||||
CTF Holdings Limited Partnership | Customer Relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of intangible assets acquired | 52,800,000 | 52,800,000 | |||||||||
Truss Technologies, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price of certain assets acquired | $ 29,800,000 | ||||||||||
Goodwill | 9,700,000 | 9,700,000 | |||||||||
Truss Technologies, Inc. | Customer Relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of intangible assets acquired | 10,800,000 | 10,800,000 | |||||||||
National Lumbar | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price of certain assets, net of cash acquired | 278,300,000 | ||||||||||
Potential earn-out payment, minimum | 0 | 0 | |||||||||
Potential earn-out payment, maximum | 21,500,000 | 21,500,000 | |||||||||
Goodwill | 127,500,000 | 127,500,000 | |||||||||
National Lumbar | Customer Relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of intangible assets acquired | 53,600,000 | 53,600,000 | |||||||||
BMC Stock Holdings, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of intangible assets acquired | $ 1,470,000,000 | ||||||||||
Common stock, shares issued | shares | 88,683 | ||||||||||
Common stock, shares outstanding | shares | 67,568 | ||||||||||
Purchase price of certain assets acquired | $ 3,658,362,000 | ||||||||||
Goodwill | $ 1,751,604,000 | ||||||||||
Transaction related expenses assumed | 17,600,000 | ||||||||||
BMC Stock Holdings, Inc. | BMC | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Common stock price per share | $ / shares | $ 40.81 | ||||||||||
BMC Stock Holdings, Inc. | Merger Agreement | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Net sales | 6,500,000,000 | ||||||||||
Income before income taxes | 789,500,000 | ||||||||||
Long-term debt, assumed | 359,800,000 | 359,800,000 | |||||||||
Transaction related costs, incurred | 17,600,000 | $ 22,500,000 | |||||||||
Common stock, shares issued | shares | 88,700 | ||||||||||
Common stock, shares outstanding | shares | 900 | ||||||||||
BMC Stock Holdings, Inc. | Merger Agreement | Customer Relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of intangible assets acquired | $ 1,500,000,000 | $ 1,500,000,000 | |||||||||
BMC Stock Holdings, Inc. | Merger Agreement | BMC | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Merger agreement date | Aug. 26, 2020 | ||||||||||
Common stock price per share | $ / shares | $ 40.81 |
Business Combinations and Dis_4
Business Combinations and Dispositions - Schedule of Calculation of Consideration Transferred (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Jan. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 179,820 | 116,829 | |
Common stock, shares issued | 179,820 | 116,829 | |
BMC Stock Holdings, Inc. | |||
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 67,568 | ||
Exchange ratio for common shares outstanding per Merger Agreement | 1.3125% | ||
Common stock, shares issued | 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 | ||
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 | ||
BMC Stock Holdings, Inc. | BMC | |||
Business Acquisition [Line Items] | |||
Common stock price per share | $ 40.81 |
Business Combinations and Dis_5
Business Combinations and Dispositions - Summary of Aggregate Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 01, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 211,959 | ||||
Accounts receivable | 574,963 | ||||
Other receivables | 43,364 | ||||
Inventories | 576,717 | ||||
Contract assets | 46,997 | ||||
Other current assets | 36,607 | ||||
Property, plant and equipment | 625,589 | ||||
Operating lease right-of-use assets | 223,216 | ||||
Goodwill | $ 3,270,192 | 2,494,811 | $ 785,305 | $ 769,022 | |
Intangible assets | 1,842,100 | ||||
Other assets | 6,885 | ||||
Total assets | 6,683,208 | ||||
Accounts payable | 299,788 | ||||
Accrued liabilities | 248,453 | ||||
Contract liabilities | 67,508 | ||||
Operating lease liabilities | 224,733 | ||||
Long-term debt | 366,839 | ||||
Deferred income taxes | 351,852 | ||||
Other long-term liabilities | 47,242 | ||||
Total liabilities | 1,606,416 | ||||
Total consideration transferred | 5,076,793 | ||||
All Other Acquisitions | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | 44,469 | ||||
Accounts receivable | 146,742 | ||||
Other receivables | 6,660 | ||||
Inventories | 116,571 | ||||
Contract assets | 6,014 | ||||
Other current assets | 3,716 | ||||
Property, plant and equipment | 70,419 | ||||
Operating lease right-of-use assets | 44,083 | ||||
Goodwill | 743,207 | ||||
Intangible assets | 372,100 | ||||
Other assets | 641 | ||||
Total assets | 1,554,622 | ||||
Accounts payable | 19,808 | ||||
Accrued liabilities | 47,407 | ||||
Contract liabilities | 22,436 | ||||
Operating lease liabilities | 44,083 | ||||
Long-term debt | 42 | ||||
Deferred income taxes | 1,881 | ||||
Other long-term liabilities | 535 | ||||
Total liabilities | 136,192 | ||||
Total consideration transferred | $ 1,418,430 | ||||
BMC Stock Holdings, Inc. | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 167,490 | ||||
Accounts receivable | 428,221 | ||||
Other receivables | 36,704 | ||||
Inventories | 460,146 | ||||
Contract assets | 40,983 | ||||
Other current assets | 32,891 | ||||
Property, plant and equipment | 555,170 | ||||
Operating lease right-of-use assets | 179,133 | ||||
Goodwill | 1,751,604 | ||||
Intangible assets | 1,470,000 | ||||
Other assets | 6,244 | ||||
Total assets | 5,128,586 | ||||
Accounts payable | 279,980 | ||||
Accrued liabilities | 201,046 | ||||
Contract liabilities | 45,072 | ||||
Operating lease liabilities | 180,650 | ||||
Long-term debt | 366,797 | ||||
Deferred income taxes | 349,971 | ||||
Other long-term liabilities | 46,707 | ||||
Total liabilities | 1,470,224 | ||||
Total consideration transferred | $ 3,658,363 |
Business Combinations and Dis_6
Business Combinations and Dispositions - Unaudited Pro Forma Operating Results (Detail) - BMC Stock Holdings, Inc. - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Net sales | $ 19,893,856 | $ 12,766,114 |
Net income | $ 1,874,632 | $ 240,699 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Summary of Property, Plant and Equipment | ||
Property, plant and equipment | $ 2,057,217 | $ 1,272,919 |
Less: accumulated depreciation | 671,776 | 523,789 |
Property, plant and equipment, net | 1,385,441 | 749,130 |
Land | ||
Summary of Property, Plant and Equipment | ||
Property, plant and equipment | 329,354 | 206,321 |
Buildings and Improvements | ||
Summary of Property, Plant and Equipment | ||
Property, plant and equipment | 565,546 | 386,922 |
Machinery and Equipment | ||
Summary of Property, Plant and Equipment | ||
Property, plant and equipment | 937,648 | 517,543 |
Furniture, Fixtures and Information Technology | ||
Summary of Property, Plant and Equipment | ||
Property, plant and equipment | 138,115 | 102,309 |
Construction in Progress | ||
Summary of Property, Plant and Equipment | ||
Property, plant and equipment | 80,500 | 16,568 |
Finance Lease Right-of-use Assets | ||
Summary of Property, Plant and Equipment | ||
Property, plant and equipment | $ 6,054 | $ 43,256 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 189.3 | $ 94.5 | $ 84 |
Depreciation expense included in cost of goods | $ 43.5 | $ 20.8 | $ 19.7 |
Property, Plant and Equipment_3
Property, Plant and Equipment - Schedule of Balances Held Under Other Finance Obligations (Detail) - Other Finance Obligations - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Assets held under other finance obligations | $ 230,118 | $ 248,028 |
Less: accumulated amortization | 24,309 | 25,015 |
Assets held under other finance obligations, net | 205,809 | 223,013 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Assets held under other finance obligations | 110,878 | 116,638 |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Assets held under other finance obligations | $ 119,240 | $ 131,390 |
Goodwill - Schedule of Change i
Goodwill - Schedule of Change in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||
Beginning Balance | $ 785,305 | $ 769,022 |
Acquisitions | 645,100 | 16,283 |
Gypsum Divestiture | (9,924) | |
Ending Balance | 3,270,192 | $ 785,305 |
All Other Acquisitions | ||
Goodwill [Line Items] | ||
Acquisitions | 743,207 | |
BMC Merger | ||
Goodwill [Line Items] | ||
Acquisitions | $ 1,751,604 |
Goodwill - Schedule of Change_2
Goodwill - Schedule of Change in Carrying Amount of Goodwill (Parenthetical) (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Accumulated impairment losses | $ 44.6 | $ 44.6 | $ 44.6 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Goodwill recognized from other acquisitions | $ 645,100,000 | $ 16,283,000 | |
Goodwill amortization period | 15 years | ||
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, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,097,684 | $ 256,655 |
Accumulated Amortization | (494,275) | (136,773) |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,781,264 | 195,435 |
Accumulated Amortization | (328,540) | (94,690) |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 201,861 | 52,061 |
Accumulated Amortization | (155,141) | (38,138) |
Subcontractor Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,440 | 5,440 |
Accumulated Amortization | (3,757) | (1,944) |
Non-compete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 13,519 | 3,719 |
Accumulated Amortization | (3,243) | $ (2,001) |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 95,600 | |
Accumulated Amortization | $ (3,594) |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite Lived Intangible Assets [Line Items] | |||
Amortization Expenses | $ 358,100,000 | $ 22,100,000 | $ 16,100,000 |
Impairment charge against intangible assets | 0 | $ 0 | $ 0 |
BMC Merger and Current Year Acquisitions | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets in connection with acquisition | $ 1,800,000,000 | ||
Weighted average useful lives of the acquired intangible assets | 12 years 2 months 12 days | ||
BMC Merger and Current Year Acquisitions | Customer Relationships | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets in connection with acquisition | $ 1,600,000,000 | ||
Weighted average useful lives of the acquired intangible assets | 12 years 6 months | ||
BMC Merger and Current Year Acquisitions | Trade Names | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets in connection with acquisition | $ 149,800,000 | ||
Weighted average useful lives of the acquired intangible assets | 7 years | ||
BMC Merger and Current Year Acquisitions | Developed Technology | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets in connection with acquisition | $ 95,600,000 | ||
Weighted average useful lives of the acquired intangible assets | 9 years 1 month 6 days | ||
BMC Merger and Current Year Acquisitions | Non-compete Agreements | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets in connection with acquisition | $ 9,800,000 | ||
Weighted average useful lives of the acquired intangible assets | 5 years 8 months 12 days | ||
Eastern U.S. Gypsum Distribution Operations | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, net derecognized | $ 500,000 |
Intangible Assets - Estimated A
Intangible Assets - Estimated Amortization Expense for Intangible Assets (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2022 | $ 260,867 |
2023 | 230,168 |
2024 | 201,423 |
2025 | 172,843 |
2026 | 153,052 |
Thereafter | 585,056 |
Total future net intangible amortization expense | $ 1,603,409 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Summary of accrued liabilities | ||
Accrued payroll and other employee related expenses | $ 385,800 | $ 176,379 |
Accrued business taxes | 81,055 | 46,717 |
Self-insurance reserves | 68,060 | 38,642 |
Accrued rebates payable | 51,805 | 18,592 |
Amounts accrued for repurchases of common stock | 51,545 | |
Accrued interest | 31,666 | 13,567 |
Income taxes payable | 2,230 | 12,236 |
Other | 46,743 | 20,948 |
Total accrued liabilities | $ 718,904 | $ 327,081 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-Term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Jul. 23, 2021 | Dec. 31, 2020 | Apr. 30, 2020 | Feb. 29, 2020 | Jul. 31, 2019 | May 31, 2019 |
Debt Instrument [Line Items] | |||||||
Debt instrument carrying amount | $ 2,957,282 | $ 1,642,445 | |||||
Unamortized debt discount/premium and debt issuance costs | (27,500) | (18,205) | |||||
Long-term debt and capital lease obligation | 2,929,782 | 1,624,240 | |||||
Less: current maturities of lease obligations | 3,660 | 27,335 | |||||
Long-term debt, net of current maturities, discounts and issuance costs | 2,926,122 | 1,596,905 | |||||
2026 Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument carrying amount | 588,000 | 75,000 | |||||
2027 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument carrying amount | 612,500 | 777,500 | $ 350,000 | $ 47,500 | $ 75,000 | $ 400,000 | |
2030 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument carrying amount | 550,000 | 550,000 | $ 550,000 | ||||
2032 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument carrying amount | 1,000,000 | $ 1,000,000 | |||||
Other Finance Obligations | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument carrying amount | 202,995 | 216,072 | |||||
Finance Lease Obligations | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument carrying amount | $ 3,787 | $ 23,873 |
Long-Term Debt - Summary of L_2
Long-Term Debt - Summary of Long-Term Debt (Parenthetical) (Detail) | Dec. 31, 2021 | Dec. 31, 2020 |
2026 Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 2.80% | 3.80% |
Long-Term Debt - Note Repurchas
Long-Term Debt - Note Repurchase Transactions - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 03, 2021 | Mar. 03, 2021 | May 31, 2019 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||||||
Gain (loss) on extinguishment of debt | $ (3,027) | $ (6,700) | $ (8,189) | ||||||
2024 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Private offered aggregate principal amount rate | 5.625% | ||||||||
Notes repurchase amount | $ 20,400 | ||||||||
Gain (loss) on extinguishment of debt | $ 700 | ||||||||
2027 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Private offered aggregate principal amount rate | 6.75% | 6.75% | 6.75% | ||||||
Purchase price, Percentage of principal amount | 101.00% | ||||||||
Gain (loss) on extinguishment of debt | $ (3,500) | $ (3,600) | |||||||
Debt instrument redeemed | $ 97,000 | ||||||||
Debt Instrument Redemption Price Percentage | 101.00% | ||||||||
Gain (Loss) on repurchase of debt instrument | $ (2,500) | $ (2,500) | |||||||
Write-off of unamortized net debt discount and debt issuance costs | $ 1,000 | $ 1,100 | |||||||
2027 Notes | Redemption Period on March 3, 2021, Pursuant to the Optional Call Feature in the Indenture | |||||||||
Debt Instrument [Line Items] | |||||||||
Purchase price, Percentage of principal amount | 103.00% | 103.00% | 103.00% | ||||||
Debt instrument redeemed | $ 82,500 | $ 82,500 | |||||||
Debt Instrument Redemption Price Percentage | 103.00% | 103.00% | 103.00% | ||||||
Minimum | 2024 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Purchase price, Percentage of principal amount | 94.90% | ||||||||
Debt Instrument Redemption Price Percentage | 94.90% | ||||||||
Maximum | 2024 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Purchase price, Percentage of principal amount | 95.90% | ||||||||
Debt Instrument Redemption Price Percentage | 95.90% |
Long-Term Debt - Refinancing Tr
Long-Term Debt - Refinancing Transactions - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 17, 2021 | Dec. 03, 2021 | Mar. 03, 2021 | Jan. 29, 2021 | Jan. 28, 2021 | Nov. 30, 2020 | Apr. 30, 2020 | Nov. 30, 2019 | Jul. 31, 2019 | May 31, 2019 | Apr. 30, 2019 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 29, 2020 |
Debt Instrument [Line Items] | ||||||||||||||||||
Debt issuance costs | $ 19,450 | $ 13,800 | $ 8,618 | |||||||||||||||
Debt instrument carrying amount | $ 2,957,282 | 2,957,282 | 1,642,445 | |||||||||||||||
Gain (loss) on extinguishment of debt | $ (3,027) | (6,700) | $ (8,189) | |||||||||||||||
2027 Notes | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Revolving credit facility due date | Jun. 1, 2027 | |||||||||||||||||
Debt issuance costs | $ 6,100 | |||||||||||||||||
Debt instrument carrying amount | $ 350,000 | $ 75,000 | $ 400,000 | $ 612,500 | $ 612,500 | $ 777,500 | $ 47,500 | |||||||||||
Private offered aggregate principal amount rate | 6.75% | 6.75% | 6.75% | |||||||||||||||
Net percentage of proceeds from debt issuance | 98.75% | 104.50% | 100.00% | |||||||||||||||
Debt instrument redeemed | $ 97,000 | |||||||||||||||||
Repayment of term loan | 300,000 | |||||||||||||||||
Debt issuance costs recorded to interest expense | $ 5,500 | $ 2,100 | ||||||||||||||||
Debt issuance costs | $ 1,300 | $ 4,000 | ||||||||||||||||
Write off of unamortized deferred loan cost | $ 1,000 | $ 1,100 | ||||||||||||||||
Proceeds from issuance of long-term debt | 3,400 | |||||||||||||||||
Gain (loss) on extinguishment of debt | $ (3,500) | $ (3,600) | ||||||||||||||||
2024 Term Loan | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument redeemed | $ 105,100 | |||||||||||||||||
Write off of unamortized deferred loan cost | $ 2,200 | |||||||||||||||||
Gain (loss) on extinguishment of debt | $ 3,500 | |||||||||||||||||
2024 Notes | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument carrying amount | $ 503,900 | |||||||||||||||||
Debt instrument redeemed | $ 52,000 | 75,000 | ||||||||||||||||
Gain (loss) on extinguishment of debt | $ 1,400 | $ 3,100 | ||||||||||||||||
Revolving Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Revolving credit facility extended maturity period | 11 months | 20 months | ||||||||||||||||
Revolving credit facility due date | Dec. 17, 2026 | Jan. 31, 2026 | Nov. 30, 2023 | Nov. 22, 2023 | ||||||||||||||
Debt issuance costs | $ 1,500 | $ 1,200 | ||||||||||||||||
Unamortized debt discount and debt issuance costs | $ 1,000 | $ 5,900 |
Long-Term Debt - Term Loan Repa
Long-Term Debt - Term Loan Repayment - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||
Gain (loss) on extinguishment of debt | $ (3,027) | $ (6,700) | $ (8,189) | |
2024 Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt instrument redeemed | $ 105,100 | |||
Gain (loss) on extinguishment of debt | $ 3,500 |
Long-Term Debt - 2020 Debt Tran
Long-Term Debt - 2020 Debt Transactions - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 03, 2021 | Mar. 03, 2021 | Nov. 30, 2020 | Apr. 30, 2020 | Feb. 29, 2020 | Jul. 31, 2019 | May 31, 2019 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||||||||||
Debt instrument carrying amount | $ 2,957,282 | $ 2,957,282 | $ 1,642,445 | ||||||||||
Debt issuance costs | 19,450 | 13,800 | $ 8,618 | ||||||||||
Gain (loss) on extinguishment of debt | (3,027) | (6,700) | $ (8,189) | ||||||||||
2030 Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument carrying amount | $ 550,000 | 550,000 | 550,000 | 550,000 | |||||||||
Private offered aggregate principal amount rate | 5.00% | ||||||||||||
Net percentage of proceeds from debt issuance | 100.00% | ||||||||||||
Debt issuance costs | $ 8,300 | ||||||||||||
2024 Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument carrying amount | 503,900 | ||||||||||||
Gain (loss) on extinguishment of debt | $ 1,400 | $ 3,100 | |||||||||||
Debt instrument redeemed | $ 52,000 | 75,000 | |||||||||||
2027 Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument carrying amount | $ 350,000 | 47,500 | $ 75,000 | $ 400,000 | $ 612,500 | $ 612,500 | $ 777,500 | ||||||
Private offered aggregate principal amount rate | 6.75% | 6.75% | 6.75% | ||||||||||
Net percentage of proceeds from debt issuance | 98.75% | 104.50% | 100.00% | ||||||||||
Debt issuance costs | $ 6,100 | ||||||||||||
Gain (loss) on extinguishment of debt | $ (3,500) | $ (3,600) | |||||||||||
Gain (Loss) on repurchase of debt instrument | $ (2,500) | $ (2,500) | |||||||||||
Write off of unamortized deferred loan cost | $ 1,000 | $ 1,100 | |||||||||||
Proceeds from issuance of notes | $ 4,400 | ||||||||||||
Debt issuance costs recorded to interest expense | $ 5,500 | $ 2,100 | |||||||||||
Debt instrument redeemed | $ 97,000 | ||||||||||||
2024 Notes and 2027 Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Gain (loss) on extinguishment of debt | 28,000 | ||||||||||||
Gain (Loss) on repurchase of debt instrument | 22,700 | ||||||||||||
Write off of unamortized deferred loan cost | $ 5,300 |
Long-Term Debt - 2021 Debt Tran
Long-Term Debt - 2021 Debt Transactions - Additional Information (Detail) - USD ($) | Feb. 04, 2022 | Dec. 17, 2021 | Jan. 29, 2021 | Jan. 28, 2021 | Apr. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | $ 4,300,000 | |||||||
Debt issuance costs | $ 19,450,000 | $ 13,800,000 | $ 8,618,000 | |||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Increase in line of credit facility | 500,000,000 | |||||||
Line of credit facility maximum borrowing capacity | $ 1,400,000,000 | |||||||
Revolving credit facility due date | Dec. 17, 2026 | Jan. 31, 2026 | Nov. 30, 2023 | Nov. 22, 2023 | ||||
Unamortized debt discount and debt issuance costs | $ 1,000,000 | $ 5,900,000 | ||||||
Revolving credit facility extended maturity period | 11 months | 20 months | ||||||
Line of credit facility, interest rate | 0.50% | |||||||
Line of credit commitment fee percentage | 0.175% | |||||||
Debt issuance costs | $ 1,500,000 | $ 1,200,000 | ||||||
Revolving Credit Facility | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Increase in line of credit facility | $ 400,000,000 | |||||||
Line of credit facility maximum borrowing capacity | $ 1,800,000,000 |
Long-Term Debt - Notes Offering
Long-Term Debt - Notes Offering Transaction - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Jul. 23, 2021 | Jan. 29, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||
Debt instrument carrying amount | $ 2,957,282 | $ 1,642,445 | ||
Debt issuance costs | $ 4,300 | |||
2032 Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument carrying amount | $ 1,000,000 | $ 1,000,000 | ||
Private offered aggregate principal amount rate | 4.25% | 100.00% | ||
Debt issuance costs | $ 13,700 |
Long-Term Debt - 2026 Revolving
Long-Term Debt - 2026 Revolving Credit Facility - Additional Information (Detail) | Feb. 04, 2022USD ($) | Dec. 31, 2021USD ($) | Jan. 21, 2022USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | ||||
Line of credit facility outstanding | $ 2,957,282,000 | $ 1,642,445,000 | ||
Outstanding letters of credit | 126,400,000 | |||
2026 Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility maximum borrowing capacity | 1,400,000,000 | |||
Line of credit facility, excess remaining borrowing capacity | 685,600,000 | |||
Line of credit facility outstanding | 588,000,000 | $ 75,000,000 | ||
Outstanding letters of credit | $ 126,400,000 | |||
Line of credit commitment fee percentage | 0.20% | |||
Interest rates of outstanding letters of credit | 1.25% | |||
Fronting fee per annum | 0.125% | |||
Minimum fixed charge ratio | 1 | |||
Debt instrument, covenant description | In addition, the 2026 facility also contains a financial covenant requiring the satisfaction of a minimum fixed charge ratio of 1.00 to 1.00 if our excess availability falls below the greater of $80.0 million or 10% of the maximum borrowing amount, which was $140.0 million as of December 31, 2021. | |||
Debt instrument minimum excess availability-dollars | $ 80,000,000 | |||
Debt instrument minimum excess availability-percentage | 10.00% | |||
Debt instrument covenant maximum borrowing capacity amount | $ 140,000,000 | |||
2026 Revolving Credit Facility | Minimum | Eurodollar Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument applicable rate | 1.25% | |||
2026 Revolving Credit Facility | Minimum | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument applicable rate | 0.25% | |||
2026 Revolving Credit Facility | Maximum | Eurodollar Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument applicable rate | 1.50% | |||
2026 Revolving Credit Facility | Maximum | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument applicable rate | 0.50% | |||
2026 Revolving Credit Facility | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility maximum borrowing capacity | $ 1,800,000,000 | $ 1,800,000,000 | ||
Line of credit facility outstanding | $ 400,000,000 | |||
2026 Revolving Credit Facility | Subsequent Event | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument applicable rate | 1.35% | |||
2026 Revolving Credit Facility | Subsequent Event | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument applicable rate | 1.60% |
Long-Term Debt - Senior Secured
Long-Term Debt - Senior Secured Notes due 2027 - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 03, 2021 | Mar. 03, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2020 | Feb. 29, 2020 | Jul. 31, 2019 | May 31, 2019 |
Debt Instrument [Line Items] | ||||||||
Debt instrument carrying amount | $ 2,957,282 | $ 1,642,445 | ||||||
2027 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument carrying amount | $ 612,500 | $ 777,500 | $ 350,000 | $ 47,500 | $ 75,000 | $ 400,000 | ||
Revolving credit facility due date | Jun. 1, 2027 | |||||||
Private offered aggregate principal amount rate | 6.75% | 6.75% | ||||||
Debt instrument interest rate terms | payable semi-annually on June 1 and December 1 of each year. | |||||||
Purchase price, Percentage of principal amount | 101.00% | |||||||
Redemption period | 36 months | |||||||
2027 Notes | Redemption Period Prior to June 1, 2022 | ||||||||
Debt Instrument [Line Items] | ||||||||
Purchase price, Percentage of principal amount | 100.00% | |||||||
2027 Notes | Redemption Period on March 3, 2021, Pursuant to the Optional Call Feature in the Indenture | ||||||||
Debt Instrument [Line Items] | ||||||||
Purchase price, Percentage of principal amount | 103.00% | 103.00% | 103.00% | |||||
2027 Notes | Debt Instrument, Redemption, Period Three | ||||||||
Debt Instrument [Line Items] | ||||||||
Purchase price, Percentage of principal amount | 106.75% | |||||||
2027 Notes | Maximum | Redemption Period on March 3, 2021, Pursuant to the Optional Call Feature in the Indenture | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption percentage of aggregate principal amount redeemable in each twelve-month period commencing on closing date | 10.00% | |||||||
2027 Notes | Maximum | Debt Instrument, Redemption, Period Three | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption percentage of aggregate principal amount | 40.00% |
Long Term Debt - Senior Secured
Long Term Debt - Senior Secured Notes due 2030 - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Debt instrument carrying amount | $ 2,957,282 | $ 1,642,445 |
2030 Notes | ||
Debt Instrument [Line Items] | ||
Debt instrument carrying amount | $ 550,000 | |
Revolving credit facility due date | Mar. 1, 2030 | |
Private offered aggregate principal amount rate | 5.00% | |
Debt instrument interest rate terms | payable semi-annually on March 1 and September 1 of each year, commencing on September 1, 2020. | |
Purchase price, Percentage of principal amount | 101.00% | |
2030 Notes | Redemption Period Prior to March 1, 2025 | ||
Debt Instrument [Line Items] | ||
Purchase price, Percentage of principal amount | 100.00% | |
2030 Notes | Debt Instrument, Redemption, Period Three | ||
Debt Instrument [Line Items] | ||
Purchase price, Percentage of principal amount | 105.00% | |
2030 Notes | Maximum | Debt Instrument, Redemption, Period Three | ||
Debt Instrument [Line Items] | ||
Redemption percentage of aggregate principal amount | 40.00% |
Long-Term Debt - Senior Unsecur
Long-Term Debt - Senior Unsecured Notes due 2032 - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Jan. 21, 2022 | Jul. 23, 2021 | Jan. 29, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 2,957,282 | $ 1,642,445 | |||
Debt issuance costs | $ 4,300 | ||||
2032 Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 1,000,000 | $ 1,000,000 | |||
Revolving credit facility due date | Feb. 1, 2032 | ||||
Private offered aggregate principal amount rate | 4.25% | 100.00% | |||
Debt instrument interest rate terms | payable semi-annually on February 1 and August 1 of each year, commencing on February 1, 2022. | ||||
Debt Instrument Redemption Price Percentage | 101.00% | ||||
Debt issuance costs | $ 13,700 | ||||
2032 Notes | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 300,000 | ||||
Private offered aggregate principal amount rate | 100.50% | ||||
Debt issuance costs | $ 3,800 | ||||
2032 Notes | Redemption Period Prior to August 1, 2026 | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Redemption Price Percentage | 100.00% | ||||
2032 Notes | Redemption Period Prior to August 1, 2024 | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Redemption Price Percentage | 104.25% | ||||
2032 Notes | Redemption Period Prior to August 1, 2024 | Maximum | |||||
Debt Instrument [Line Items] | |||||
Redemption percentage of aggregate principal amount | 40.00% |
Long-Term Debt - Future Maturit
Long-Term Debt - Future Maturities of Long-Term Debt (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Long Term Debt By Maturity [Abstract] | |
2026 | $ 588,000 |
Thereafter | 2,162,500 |
Total long-term debt | $ 2,750,500 |
Leases and Other Finance Obli_3
Leases and Other Finance Obligations - Summary of Right-of-use Assets and Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Operating lease right-of-use assets, net | $ 457,833 | $ 274,562 |
Finance lease right-of-use assets, net (included in property, plant and equipment, net) | $ 4,111 | $ 34,905 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant and equipment, net | Property, plant and equipment, net |
Total right-of-use assets | $ 461,944 | $ 309,467 |
Current | ||
Current portion of operating lease liabilities | 96,680 | 61,625 |
Current portion of finance lease liabilities (included in current maturities of long-term debt) | $ 1,439 | $ 12,178 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current maturities of long-term debt | Current maturities of long-term debt |
Noncurrent | ||
Noncurrent portion of operating lease liabilities | $ 375,289 | $ 219,239 |
Noncurrent portion of finance lease liabilities (included in long-term debt, net of current maturities) | $ 2,348 | $ 11,695 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term debt, net of current maturities, discounts and issuance costs | Long-term debt, net of current maturities, discounts and issuance costs |
Total lease liabilities | $ 475,756 | $ 304,737 |
Leases and Other Finance Obli_4
Leases and Other Finance Obligations - Summary of Total Lease Costs (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lease Cost [Abstract] | ||
Operating lease costs | $ 133,009 | $ 85,798 |
Amortization of finance lease right-of-use assets | 2,166 | 6,325 |
Interest on finance lease liabilities | 360 | 1,424 |
Variable lease costs | 27,276 | 17,607 |
Total lease costs | $ 162,811 | $ 111,154 |
Leases and Other Finance Obli_5
Leases and Other Finance Obligations - Summary of Future Maturities of Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2022 | $ 115,675 | |
2023 | 102,699 | |
2024 | 85,724 | |
2025 | 62,585 | |
2026 | 50,872 | |
Thereafter | 142,084 | |
Total lease payments | 559,639 | |
Less: amount representing interest | (87,670) | |
Present value of lease liabilities | 471,969 | |
Less: current portion | (96,680) | $ (61,625) |
Long-term lease liabilities, net of current portion | 375,289 | 219,239 |
Finance Leases | ||
2022 | 1,570 | |
2023 | 1,337 | |
2024 | 480 | |
2025 | 257 | |
2026 | 128 | |
Thereafter | 309 | |
Total lease payments | 4,081 | |
Less: amount representing interest | (294) | |
Present value of lease liabilities | 3,787 | |
Less: current portion | (1,439) | (12,178) |
Long-term lease liabilities, net of current portion | $ 2,348 | $ 11,695 |
Leases and Other Finance Obli_6
Leases and Other Finance Obligations - Summary of Weighted Average Lease Terms and Discount Rates (Detail) | Dec. 31, 2021 | Dec. 31, 2020 |
Weighted average remaining lease term (years) | ||
Operating leases | 6 years 3 months 18 days | 6 years 3 months 18 days |
Finance leases | 3 years 4 months 24 days | 2 years 1 month 6 days |
Weighted average discount rate | ||
Operating leases | 5.30% | 6.30% |
Finance leases | 4.40% | 5.90% |
Leases and Other Finance Obli_7
Leases and Other Finance Obligations - Summary of Cash paid for Amounts Included in Measurement of Lease Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 118,314 | $ 82,559 |
Operating cash flows from finance leases | 360 | 1,424 |
Financing cash flows from finance leases | $ 2,709 | $ 13,409 |
Leases and Other Finance Obli_8
Leases and Other Finance Obligations - Other Finance Obligations - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)Property | |
Other Finance Obligations [Line Items] | |
Number of leased properties with single lessor | Property | 121 |
Other finance obligation, renewal term | 5 years |
Total lease term | 30 years |
Master lease agreement description | Company is party to 121 individual property lease agreements with a single lessor as of December 31, 2021. These lease agreements had initial terms ranging from nine to 15 years with renewal options in five-year increments providing for up to approximately 30-year total lease terms. |
Other finance obligations | $ 203 |
Payment of other finance obligation | $ 21.2 |
Minimum | |
Other Finance Obligations [Line Items] | |
Other finance obligation, term | 9 years |
Maximum | |
Other Finance Obligations [Line Items] | |
Other finance obligation, term | 15 years |
Leases and Other Finance Obli_9
Leases and Other Finance Obligations - Summary of Future Maturities of Other Finance Obligation (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Other Finance Obligations [Abstract] | |
2022 | $ 16,885 |
2023 | 16,893 |
2024 | 16,911 |
2025 | 16,911 |
2026 | 16,690 |
Thereafter | 157,653 |
Total | $ 241,943 |
Employee Stock-Based Compensa_3
Employee Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 24, 2017 | Jun. 27, 2015 | Jan. 01, 2005 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Option Outstanding | 193,000 | 199,000 | ||||
Intrinsic value option exercised | $ 7 | $ 4.8 | $ 12.5 | |||
Stock compensation expense | 31.5 | 17 | 12.2 | |||
Recognized excess tax benefits for stock options exercised | 8.7 | 2.1 | 2.2 | |||
Total fair value of options vested | 0.1 | 0.1 | 0.3 | |||
Total unrecognized compensation cost | $ 33 | |||||
Expected weighted average recognition period | 1 year 9 months 18 days | |||||
2014 Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares reserved for share based compensation award | 15,100,000 | |||||
Shares available for issuance | 8,100,000 | |||||
Number of additional shares available for future issuance | 800,000 | |||||
Option Outstanding | 128,000 | |||||
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 | |||||
2014 Incentive Plan | Cliff Vest | Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock award granted vested period | 3 years | |||||
2014 Incentive Plan | Cliff Vest | 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] | ||||||
Shares available for issuance | 0 | |||||
Option Outstanding | 28,000 | |||||
2005 Equity Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares available for issuance | 0 | |||||
Option Outstanding | 18,000 | |||||
1998 Stock Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares available for issuance | 0 | |||||
Option Outstanding | 19,000 | |||||
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 | 2005 Equity Incentive Plan | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Granted term | 10 years | |||||
Restricted Stock Units (RSUs) | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total fair value of restricted stock/unit | $ 22.9 | $ 11.3 | $ 9.8 | |||
Restricted Stock Units (RSUs) | 2014 Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
RSUs Outstanding | 2,058,000 | |||||
Restricted Stock Units (RSUs) | 2014 Incentive Plan | Share Based Compensation Award Tranche One | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock award vesting percentage | 33.00% | |||||
Restricted Stock Units (RSUs) | 2014 Incentive Plan | Share Based Compensation Award Tranche Two | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock award vesting percentage | 33.00% | |||||
Restricted Stock Units (RSUs) | 2014 Incentive Plan | Share Based Compensation Award Tranche Three | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock award vesting percentage | 33.00% | |||||
Restricted Stock Units (RSUs) | 2014 Incentive Plan | Share Based Compensation Award Vesting On Second Anniversary | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock award vesting percentage | 50.00% | |||||
Restricted Stock Units (RSUs) | 2014 Incentive Plan | Share Based Compensation Award Vesting On Second and Third Anniversary | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock award vesting percentage | 25.00% | |||||
Restricted Stock Units (RSUs) | 2014 Incentive Plan | Share Based Compensation Award Vesting On Fourth Anniversary | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock award vesting percentage | 50.00% | |||||
Restricted Stock Units (RSUs) | 2014 Incentive Plan | Share Based Compensation Award Vesting Over Three Years | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock award granted vested period | 3 years | |||||
Restricted Stock Units (RSUs) | 2014 Incentive Plan | Share Based Compensation Award Vesting Over Two Years | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock award granted vested period | 2 years | |||||
Service Condition Based Restricted Stock Unit Grants | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
RSUs Outstanding | 1,283,000 | 1,401,000 | ||||
Weighted average grant date fair value, granted | $ 47.36 | $ 19.54 | $ 14.29 | |||
Performance and Service Condition Based Restricted Stock Unit Grants | 2014 Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock award granted vested period | 2 years | |||||
RSUs Outstanding | 92,000 | |||||
Stock award granted vesting period based on performance condition | 5 years | |||||
Performance and Service Condition Based Restricted Stock Unit Grants | 2014 Incentive Plan | Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of number of shares of common stock earned | 0.00% | |||||
Performance and Service Condition Based Restricted Stock Unit Grants | 2014 Incentive Plan | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of number of shares of common stock earned | 120.00% | |||||
Performance Market and Service Condition Based Restricted Stock Unit Grants | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
RSUs Outstanding | 775,000 | 948,000 | ||||
Weighted average grant date fair value, granted | $ 41.62 | $ 23.18 | $ 14.42 | |||
Performance Market and Service Condition Based Restricted Stock Unit Grants | 2014 Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock award granted vested period | 3 years | |||||
RSUs Outstanding | 683,000 | |||||
Increased percentage of number of shares of additional common stock earned | 10.00% | |||||
Decreased percentage of number of shares of additional common stock earned | 10.00% | |||||
Performance Market and Service Condition Based Restricted Stock Unit Grants | 2014 Incentive Plan | Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of number of shares of common stock earned | 0.00% | |||||
Performance Market and Service Condition Based Restricted Stock Unit Grants | 2014 Incentive Plan | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of number of shares of common stock earned | 200.00% |
Employee Stock-Based Compensa_4
Employee Stock-Based Compensation - Summary of Stock Option Activity (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Summarizes stock option activity | |
Options, Outstanding Number, Beginning Balance | shares | 199 |
Options, Assumed in BMC Merger | shares | 84 |
Options, Exercised | shares | (90) |
Options, Outstanding Number, Ending Balance | shares | 193 |
Exercisable Options, Outstanding Number, Ending Balance | shares | 193 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 7.68 |
Weighted Average Exercise Price, Assumed in BMC Merger | $ / shares | 12.69 |
Weighted Average Exercise Price, Exercised | $ / shares | 8.25 |
Weighted Average Exercise Price, Ending Balance | $ / shares | 9.60 |
Exercisable, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 9.60 |
Weighted Average Remaining Years, Outstanding | 2 years 10 months 24 days |
Weighted Average Remaining Years, Exercisable | 2 years 10 months 24 days |
Aggregate Intrinsic Value, Outstanding | $ | $ 14,696 |
Exercisable, Aggregate Intrinsic Value | $ | $ 14,696 |
Employee Stock-Based Compensa_5
Employee Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Detail) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Service Condition Based Restricted Stock Unit Grants | |||
Summarizes restricted stock activity | |||
Shares, Nonvested, Beginning balance | 1,401 | ||
Shares, Granted | 645 | ||
Shares, Vested | (726) | ||
Shares, Forfeited | (37) | ||
Shares, Nonvested, Ending balance | 1,283 | 1,401 | |
Weighted Average Grant Date Fair Value, Nonvested, Beginning Balance | $ 17.60 | ||
Weighted Average Grant Date Fair Value, Granted | 47.36 | $ 19.54 | $ 14.29 |
Weighted Average Grant Date Fair Value, Vested | 19.01 | ||
Weighted Average Grant Date Fair Value, Forfeited | 45.38 | ||
Weighted Average Grant Date Fair Value, Nonvested, Ending Balance | $ 30.97 | $ 17.60 | |
Performance Market and Service Condition Based Restricted Stock Unit Grants | |||
Summarizes restricted stock activity | |||
Shares, Nonvested, Beginning balance | 948 | ||
Shares, Granted | 284 | ||
Shares, Vested | (442) | ||
Shares, Forfeited | (15) | ||
Shares, Nonvested, Ending balance | 775 | 948 | |
Weighted Average Grant Date Fair Value, Nonvested, Beginning Balance | $ 18.97 | ||
Weighted Average Grant Date Fair Value, Granted | 41.62 | $ 23.18 | $ 14.42 |
Weighted Average Grant Date Fair Value, Vested | 20.62 | ||
Weighted Average Grant Date Fair Value, Forfeited | 44.45 | ||
Weighted Average Grant Date Fair Value, Nonvested, Ending Balance | $ 25.85 | $ 18.97 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense Included in Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 475,737 | $ 66,017 | $ 3,678 |
State | 84,967 | 11,998 | 6,274 |
Total current income tax expense (benefit) | 560,704 | 78,015 | 9,952 |
Deferred: | |||
Federal | (33,803) | 16,270 | 45,955 |
State | (770) | 344 | 5,039 |
Total deferred income tax expense (benefit) | (34,573) | 16,614 | 50,994 |
Income tax expense | $ 526,131 | $ 94,629 | $ 60,946 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets related to: | ||
Accrued expenses | $ 31,828 | $ 19,182 |
Insurance reserves | 32,080 | 16,582 |
Stock-based compensation expense | 5,008 | 3,549 |
Accounts receivable | 8,742 | 4,726 |
Inventories | 10,387 | 6,152 |
Operating loss and credit carryforwards | 18,356 | 10,812 |
Operating lease liabilities | 113,273 | 70,216 |
Other | 3,098 | 3,746 |
Total | 222,772 | 134,965 |
Valuation allowance | (2,573) | (2,409) |
Total deferred tax assets | 220,199 | 132,556 |
Deferred tax liabilities related to: | ||
Prepaid expenses | (8,960) | (3,914) |
Goodwill and other intangible assets | (307,165) | (47,490) |
Property, plant and equipment | (156,315) | (57,353) |
Operating lease right-of-use assets | (109,880) | (68,641) |
Total deferred tax liabilities | (582,320) | (177,398) |
Net deferred tax liability | $ (362,121) | $ (44,842) |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate to Our Effective Rate for Continuing Operations (Detail) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Line Items] | |||
Statutory federal income tax rate | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal income tax | 3.20% | 3.70% | 2.80% |
Stock-based compensation windfall benefit | (40.00%) | (50.00%) | (80.00%) |
Permanent difference - credits | (0.90%) | (1.70%) | (2.30%) |
Permanent difference - other | 0.20% | 0.30% | 0.70% |
Other | (0.10%) | (0.20%) | |
Total effective rate for continuing operations | 23.40% | 23.20% | 21.60% |
162(m) Limitation | |||
Income Taxes [Line Items] | |||
Permanent difference | 0.30% | 0.50% | 0.40% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)States | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Income Taxes [Line Items] | |||
Uncertain tax position benefit affecting effective income tax rate | $ 14.5 | $ 9.2 | |
Significant amount of uncertain tax position recorded in consolidated statement of operations and comprehensive income | 7.2 | 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 | $ 0 |
Number of states | States | 41 | ||
State | |||
Income Taxes [Line Items] | |||
State and Federal net Operating loss carry-forwards | $ 113.2 | ||
State and Federal Tax credit carry-forwards | $ 1.3 | ||
State and Federal net Operating loss carry-forwards expiration year | 2035 | ||
Federal | |||
Income Taxes [Line Items] | |||
State and Federal net Operating loss carry-forwards | $ 63.2 | ||
State and Federal net Operating loss carry-forwards expiration year | 2034 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |||
Contribution by Plan participants as annual compensation percentage | 75.00% | ||
Plan Pro rata vesting period | 5 years | ||
Plan Expenses recognized | $ 30.2 | $ 8.1 | $ 7.8 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Dec. 31, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Outstanding letters of credit | $ 126.4 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Percentage of accounts receivable due from and net sales | 1.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Millions | Jan. 21, 2022 | Jan. 12, 2022 | Feb. 18, 2022 | Feb. 04, 2022 | Dec. 31, 2021 | Jul. 23, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||||
Debt instrument carrying amount | $ 2,957,282,000 | $ 1,642,445,000 | |||||
2032 Notes | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument carrying amount | 1,000,000,000 | $ 1,000,000,000 | |||||
2026 Revolving Credit Facility | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument carrying amount | 588,000,000 | $ 75,000,000 | |||||
Line of credit facility maximum borrowing capacity | $ 1,400,000,000 | ||||||
Subsequent Event | Company Shares Repurchases | |||||||
Subsequent Event [Line Items] | |||||||
Share repurchase authorizations amount | $ 2,000,000,000 | $ 1,000,000,000 | |||||
Number of shares repurchased and retired | 3.1 | ||||||
Common stock, average price | $ 81.35 | ||||||
Common stock amount including fees | $ 252,700,000 | ||||||
Subsequent Event | 2032 Notes | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument carrying amount | $ 300,000,000 | ||||||
Net percentage of proceeds from debt issuance | 100.50% | ||||||
Subsequent Event | 2026 Revolving Credit Facility | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument carrying amount | $ 400,000,000 | ||||||
Line of credit facility maximum borrowing capacity | $ 1,800,000,000 | $ 1,800,000,000 |