Equity and redeemable securities | 6 Months Ended |
Jun. 30, 2013 |
Equity and Temporary Equity Disclsoure [Abstract] | |
Equity and redeemable securities | Equity and redeemable securities |
Common Stock |
The Company has authorized 22,725,500 Class A Voting Common shares and 3,246,500 Class B Non-Voting Common shares with a par value of $0.01 per share. Upon the closing of the IPO, all outstanding shares of Class A Voting Common stock and Class B Non-Voting Common stock were reclassified and converted into an equal number of shares of a single class of common stock (Note 16). |
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Preferred Stock |
Class A Junior Preferred Stock |
On May 5, 2009, the Company authorized 10,000 Class A Junior Preferred shares available for issuance with a par value of $0.01 per share. At June 30, 2013 and December 31, 2012, the number of Class A Junior Preferred shares issued and outstanding was 5,100. These preferred shares, held by Gores, are redeemable by the Company at any time after July 31, 2012 for the liquidation preference of $1.00 per share, but have no voting or participation rights other than in the event of a liquidation. |
In the event of an involuntary liquidation, these shares are entitled to the liquidation preference which is to be paid out after Class B Senior Preferred shares and Class C Convertible Preferred shares but before all common shares. Further, these preferred shares have no conversion features into common shares and are recorded as redeemable securities (outside of permanent equity) on the accompanying consolidated balance sheets. |
Upon the closing of the IPO, these shares were reclassified and converted into 365 shares of the Company's common stock (Note 16). |
Class B Senior Preferred Stock |
On June 30, 2009, the Company authorized 500,000 Class B Senior Preferred shares available for issuance with a par value of $0.01 per share. At June 30, 2013 and December 31, 2012, the number of Class B Senior Preferred shares issued and outstanding was 37,467 and 36,388. These preferred shares, held by Gores, are redeemable at any time after May 5, 2011 by the Company for the liquidation preference of $1,000 per share plus accumulated and unpaid dividends. |
These shares have no voting or participating rights, but are eligible to receive cumulative preferential distributions of 8% annually when authorized by the board. Dividends earned, but not declared or paid by the Class B Preferred shares as of June 30, 2013 and December 31, 2012 were $483 and $89, respectively. In the event of an involuntary liquidation, these shares are entitled to the liquidation preference which is to be paid out before all other Preferred and Common shares. These shares are also mandatorily redeemable at the liquidation preference upon an initial public offering. These preferred shares have no conversion features into common shares and are recorded as redeemable securities (outside of permanent equity) on the accompanying consolidated balance sheets. |
Upon the closing of the IPO, these shares were reclassified and converted into 2,736,637 shares of the Company's common stock (Note 16). |
Class C Convertible Preferred Stock |
On January 26, 2012, the Company authorized 5,000 Class C Convertible Preferred shares available for issuance with a par value of $0.01 per share. At June 30, 2013 and December 31, 2012, the number of Class C Convertible Preferred shares issued and outstanding was 5,000. These preferred shares, held by Gores, have the same voting rights as the Class A Voting Common shares. The shares are entitled to receive distributions equal to the amount of distributions as if the shares have been converted into Class A Voting Common shares. In the event of an involuntary liquidation, these shares are entitled to the liquidation which is to be paid out after Class B Preferred shares but before all other Preferred and Common shares. These shares also provide the holder with the option to convert into 4,454,889 Class A Voting Common shares at any time at a conversion price of $1.122. The Class C Convertible Preferred shares are recorded as redeemable securities (outside of permanent equity) on the accompanying consolidated balance sheets. As the conversion rate was less than the deemed fair value of the Class A Common shares of $2.25, the Class C Convertible Preferred shares contained a BCF as described in ASC 470. The difference in the stated conversion price and estimated fair value of the Class A Common shares of $5,000 was accounted for as a BCF. As the option to convert the shares belonged to the holder, the BCF was recognized during the six months ended June 30, 2012 as a deemed dividend, which increased the Company’s net loss attributable to common stockholders by $5,000 as well as the Company’s net loss per share by $0.39. |
Upon the closing of the IPO, these shares were reclassified and converted into 4,454,889 shares of the Company's common stock (Note 16). |
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The following table shows the changes in preferred stock: |
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| | Class A | | Class B | | Class C |
| | Shares | | Amount | | Shares | | Amount | | Shares | | Amount |
December 31, 2011 | | 5,100 | | | $ | — | | | 48,760 | | | $ | 54,997 | | | — | | | $ | — | |
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Issuance of Convertible Class C Preferred stock | | — | | | — | | | — | | | — | | | 5,000 | | | 5,000 | |
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Recognition of beneficial conversion feature on | | — | | | — | | | — | | | — | | | — | | | (5,000 | ) |
Convertible Class C Preferred stock |
Deemed dividend on Convertible Class C Preferred stock | | — | | | — | | | — | | | — | | | — | | | 5,000 | |
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Dividends accrued on Class B Preferred stock | | — | | | — | | | — | | | 4,480 | | | — | | | — | |
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Redemption of Class B Preferred stock | | — | | | — | | | (12,372 | ) | | (12,372 | ) | | — | | | — | |
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Dividends paid on Class B Preferred stock | | — | | | — | | | — | | | (10,628 | ) | | — | | | — | |
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31-Dec-12 | | 5,100 | | | — | | | 36,388 | | | 36,477 | | | 5,000 | | | 5,000 | |
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Conversion of Saturn Acquisition Holdings, LLC preferred stock to Stock Building Supply Holdings, Inc. preferred stock (Note 1) | | — | | | — | | | 1,079 | | | — | | | — | | | — | |
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Dividends accrued on Class B preferred stock | | — | | | — | | | — | | | 1,473 | | | — | | | — | |
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June 30, 2013 | | 5,100 | | | $ | — | | | 37,467 | | | $ | 37,950 | | | 5,000 | | | $ | 5,000 | |
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