Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 14, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | BMC Stock Holdings, Inc. | ||
Entity Central Index Key | 1,574,815 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 288,910,115 | ||
Entity Common Stock, Shares Outstanding | 65,335,544 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 1,089 | $ 63,262 |
Restricted assets | 0 | 36,106 |
Accounts receivables, net of allowances | 303,176 | 126,652 |
Inventories, net | 243,960 | 104,538 |
Costs in excess of billings on uncompleted contracts | 22,528 | 7,623 |
Income taxes receivable | 11,390 | 6,010 |
Prepaid expenses and other current assets | 31,817 | 13,904 |
Total current assets | 613,960 | 358,095 |
Property and equipment, net of accumulated depreciation | 295,978 | 140,435 |
Deferred financing costs | 9,464 | 8,243 |
Deferred income taxes | 0 | 70,492 |
Customer relationship intangible assets, net of accumulated amortization | 177,036 | 0 |
Other Intangible Assets, Net | 10,900 | 0 |
Other intangible assets, net of accumulated amortization | 187,936 | 0 |
Goodwill | 254,664 | 1,137 |
Other long-term assets | 14,006 | 10,110 |
Total assets | 1,376,008 | 588,512 |
Current liabilities | ||
Accounts payable | 135,632 | 46,278 |
Billings in excess of costs on uncompleted contracts | 15,888 | 7,470 |
Interest payable | 6,882 | 6,713 |
Current portion of long-term debt and capital lease obligation | 10,129 | 7,546 |
Current portion of insurance deductible reserves | 17,888 | 14,320 |
Other accrued liabilities | 91,888 | 40,186 |
Total current liabilities | 278,307 | 122,513 |
Insurance deductible reserves | 37,334 | 24,337 |
Long-term debt | 405,085 | 255,288 |
Long-term portion of capital lease obligation | 16,495 | 7,274 |
Deferred income taxes | 3,021 | 0 |
Other long-term liabilities | 6,834 | 22 |
Total liabilities | 747,076 | 409,434 |
Stockholders' equity | ||
Common stock, $0.01 par value, 300.0 million shares and 104.6 million authorized, 65.4 million and 39.5 million shares issued, and 65.3 million and 39.0 million outstanding at December 31, 2015 and December 31, 2014, respectively | 654 | 395 |
Additional paid-in capital | 626,402 | 174,203 |
Retained earnings | 2,302 | 7,133 |
Treasury stock, at cost, less than 0.1 million and 0.5 million shares at December 31, 2015 and December 31, 2014, respectively | (426) | (2,653) |
Total stockholders' equity | 628,932 | 179,078 |
Total liabilities and stockholders' equity | $ 1,376,008 | $ 588,512 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Stockholders' Equity: | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 300,000,000 | 104,600,000 |
Common stock, shares issued (in shares) | 65,360,000 | 39,455,000 |
Number of SBS shares outstanding on the closing date of the Merger | 65,300,000 | 39,000 |
Treasury stock, shares | 25,000 | 482,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Building products | $ 1,146,190 | $ 937,048 | $ 850,669 |
Construction services | 430,556 | 374,450 | 359,487 |
Net sales | 1,576,746 | 1,311,498 | 1,210,156 |
Building products | 864,485 | 705,812 | 648,274 |
Construction services | 350,851 | 310,612 | 305,335 |
Cost of sales | 1,215,336 | 1,016,424 | 953,609 |
Gross profit | 361,410 | 295,074 | 256,547 |
Selling, general and administrative expenses | 306,843 | 229,316 | 200,588 |
Depreciation expense | 15,700 | 11,492 | 9,168 |
Amortization expense | 3,626 | 0 | 1,310 |
Impairment of assets held for sale | 0 | 134 | 73 |
Merger-related costs | 22,993 | 0 | 0 |
Total operating expenses | 349,162 | 240,942 | 211,139 |
Income from operations | 12,248 | 54,132 | 45,408 |
Other income (expenses) | |||
Interest expense | (27,552) | (27,090) | (18,786) |
Other income (expense), net | 784 | 1,413 | 1,306 |
(Loss) income before income taxes | (14,520) | 28,455 | 27,928 |
Income tax expense | (9,689) | (65,577) | 6,273 |
Net (loss) income | (4,831) | 94,032 | 21,655 |
Income (loss) attributable to common stockholders | $ (4,831) | $ 94,032 | $ 21,655 |
Weighted average common shares outstanding | |||
Weighted average common shares outstanding, basic (in shares) | 41,260,000 | 38,828,000 | 38,321,000 |
Weighted average common shares outstanding, diluted (in shares) | 41,260,000 | 39,291,000 | 38,865,000 |
Net income (loss) per share | |||
Basic (in dollars per share) | $ (0.12) | $ 2.42 | $ 0.57 |
Diluted (in dollars per share) | $ (0.12) | $ 2.39 | $ 0.56 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY Statement - USD ($) $ in Thousands | Total | Common stock [Member] | Treasury stock [Member] | Additional paid-in capital [Member] | Retained earnings (deficit) [Member] |
Stockholders' equity, beginning of period at Dec. 31, 2012 | $ 56,057 | $ 378 | $ (797) | $ 165,030 | $ (108,554) |
Stockholders' Equity [Abstract] | |||||
Shares vested for long-term incentive plan | 0 | 14 | 24 | (38) | |
Shares repurchased | (461) | (461) | |||
Stock compensation expense | 2,425 | 2,425 | |||
Tax benefits related to stock based compensation plans | 2,553 | 2,553 | |||
Net (loss) income | 21,655 | 21,655 | |||
Stockholders' equity, end of period at Dec. 31, 2013 | 82,229 | $ 392 | $ (1,234) | 169,970 | (86,899) |
Common stock outstanding, beginning of period (in shares) at Dec. 31, 2012 | 37,768,000 | ||||
Treasury shares, beginning of period (in shares) at Dec. 31, 2012 | 454,000 | ||||
Stockholders Equity, Common Shares [Abstract] | |||||
Shares vested for long-term incentive plan (in shares) | (1,405,000) | (16,000) | |||
Shares repurchased (shares) | 46,000 | ||||
Common stock outstanding, end of period (in shares) at Dec. 31, 2013 | 39,173,000 | ||||
Treasury shares, end of period (in shares) at Dec. 31, 2013 | 484,000 | ||||
Stockholders' Equity [Abstract] | |||||
Shares vested for long-term incentive plan | 0 | $ 3 | $ 188 | (191) | |
Shares repurchased | (1,607) | (1,607) | |||
Stock compensation expense | 3,410 | 3,410 | |||
Tax benefits related to stock based compensation plans | 1,014 | 1,014 | |||
Net (loss) income | 94,032 | 94,032 | |||
Stockholders' equity, end of period at Dec. 31, 2014 | $ 179,078 | $ 395 | $ (2,653) | 174,203 | 7,133 |
Stockholders Equity, Common Shares [Abstract] | |||||
Shares vested for long-term incentive plan (in shares) | (282,000) | (126,000) | |||
Shares repurchased (shares) | 124,000 | ||||
Common stock outstanding, end of period (in shares) at Dec. 31, 2014 | 39,000 | 39,455,000 | |||
Treasury shares, end of period (in shares) at Dec. 31, 2014 | 482,000 | 482,000 | |||
Stockholders' Equity [Abstract] | |||||
Effect of reverse merger | $ 453,390 | $ 262 | 453,128 | ||
Cancellation of Legacy BMC treasury stock in connection with the Merger | 0 | $ (4) | $ (3,487) | (3,483) | |
Stock Issued During Period, Shares, Conversion of Units | 153,000 | ||||
Shares vested for long-term incentive plan | 0 | $ 1 | 194 | (195) | |
Shares repurchased | (1,454) | (1,454) | |||
Stock compensation expense | 2,749 | 2,749 | |||
Net (loss) income | (4,831) | (4,831) | |||
Stockholders' equity, end of period at Dec. 31, 2015 | $ 628,932 | $ 654 | $ (426) | $ 626,402 | $ 2,302 |
Stockholders Equity, Common Shares [Abstract] | |||||
Effect of reverse merger (shares) | 26,186,000 | ||||
Cancellation of Legacy BMC treasury stock in connection with the Merger (shares) | (434,000) | (434,000) | |||
Shares vested for long-term incentive plan (in shares) | 126,000 | ||||
Shares repurchased (shares) | 103,000 | ||||
Common stock outstanding, end of period (in shares) at Dec. 31, 2015 | 65,300,000 | 65,360,000 | |||
Treasury shares, end of period (in shares) at Dec. 31, 2015 | 25,000 | 25,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities | |||
Net (loss) income | $ (4,831) | $ 94,032 | $ 21,655 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities | |||
Depreciation expense | 20,963 | 15,457 | 12,457 |
Amortization of intangible assets | 3,626 | 0 | 1,310 |
Amortization of deferred loan costs | 2,525 | 2,277 | 1,303 |
Amortization of original issue discount | 244 | 257 | 57 |
Amortization of inventory step-up charges | 10,285 | 0 | 0 |
Deferred income taxes | (5,892) | (70,492) | 0 |
Non-cash stock compensation expense | 2,749 | 3,410 | 2,425 |
Impairment of assets held for sale | 0 | 134 | 73 |
Gain on sale of property, equipment and real estate | (497) | (804) | (772) |
Change in assets and liabilities, net of effects of acquisitions | |||
Accounts receivable, net of allowances | (24,061) | (6,299) | (10,680) |
Inventories, net | (16,452) | (15,927) | (14,028) |
Costs in excess of billings on uncompleted contracts | (4,026) | 276 | (1,554) |
Other current assets | (9,378) | (9,163) | (3,743) |
Other long-term assets | 1,240 | (1,688) | 453 |
Accounts payable | 873 | 9,666 | 3,777 |
Accrued expenses and other liabilities | 4,377 | 1,633 | 18,810 |
Billings in excess of costs on uncompleted contracts | 8,360 | 1,776 | (343) |
Interest on subordinate note | 0 | 0 | (16,840) |
Insurance deductible reserves | 7,973 | 6,165 | 997 |
Other long-term liabilities | 2,665 | 22 | 0 |
Net cash provided by operating activities | 743 | 30,732 | 15,357 |
Cash flows from investing activities | |||
Change in restricted assets | 36,106 | 10,326 | (46,432) |
Cash acquired in the Merger | 6,342 | 0 | 0 |
Purchases of businesses, net of cash acquired | (149,485) | (236) | (6,705) |
Purchases of property, equipment and real estate | (31,319) | (28,275) | (15,057) |
Proceeds from sale of property, equipment and real estate | 3,280 | 1,919 | 4,554 |
Other investing activities | 0 | 4 | (359) |
Net cash used in investing activities | (135,076) | (16,262) | (63,999) |
Cash flows from financing activities | |||
Proceeds from revolving line of credit | 293,183 | 0 | 338,618 |
Repayments of proceeds from revolving line of credit | (208,637) | 0 | (378,618) |
Proceeds from notes, net of original issue discount | 0 | 0 | 248,778 |
Principal payments on subordinate term note | 0 | 0 | (102,825) |
Borrowings under other notes | 2,491 | 9,991 | 3,660 |
Principal payments on other notes | (6,081) | (5,999) | (2,415) |
Secured borrowings | 767 | 0 | 0 |
Tax benefits related to stock based compensation | 0 | 1,014 | 2,553 |
Purchase of treasury stock | (1,454) | (1,607) | (461) |
Payments for debt issuance costs | (3,567) | (10) | (10,785) |
Payments on capital lease obligations | (4,542) | (3,813) | (2,407) |
Net cash provided by (used in) financing activities | 72,160 | (424) | 96,098 |
Net (decrease) increase in cash and cash equivalents | (62,173) | 14,046 | 47,456 |
Cash and cash equivalents | |||
Beginning of period | 63,262 | 49,216 | 1,760 |
End of period | 1,089 | 63,262 | 49,216 |
Supplemental disclosure of cash flow information | |||
Interest paid | 23,970 | 24,351 | 27,859 |
Cash paid (received) for income taxes, net | 4,310 | 12,917 | 1,025 |
Non-cash investing and financing transactions | |||
Accrued purchases of property and equipment | 1,968 | 0 | 0 |
Assets acquired under capital lease obligations | $ 2,342 | 3,929 | 9,966 |
Consideration transferred in connection with the Merger | $ 0 | $ 0 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization On December 1, 2015, Stock Building Supply Holdings, Inc. (“SBS”) completed a business combination with privately-held Building Materials Holding Corporation (“BMC”) in accordance with the terms of the Agreement and Plan of Merger, dated as of June 2, 2015, by and between SBS and BMC (the “Merger Agreement”), pursuant to which BMC merged with and into SBS (the “Merger”). As a result of the business combination, SBS survived the Merger and in connection therewith changed its name to “BMC Stock Holdings, Inc.” These financial statements represent the financial statements of BMC Stock Holdings, Inc., and its subsidiaries. All references to “BMC Stock,” “we,” “us,” “our” or the “Company” in this Annual Report on Form 10-K mean BMC Stock Holdings, Inc. Under U.S. generally accepted accounting principles ("U.S. GAAP"), the Merger is treated as a “reverse merger” under the acquisition method of accounting. For accounting purposes, BMC is considered to have acquired SBS. Consequently, the historical financial statements of the Company reflect only the operations and financial condition of BMC prior to the date of the Merger. The operating results of SBS are reported as part of the Company beginning on the closing date of the Merger. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Summary of Significant Accounting Policies Basis of presentation The accompanying consolidated financial statements have been prepared by management in conformity with U.S. GAAP. Principles of consolidation The consolidated financial statements include all accounts of BMC Stock Holdings, Inc., and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company evaluates these estimates and judgments on an ongoing basis and bases its estimates on historical experience, current conditions and various other assumptions that are believed to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. The significant estimates which could change by a material amount in the near term include revenue recognition for construction services, accounts receivable reserves, estimated losses on uncompleted contracts and changes in contract estimates, inventory reserves, supplier rebates, goodwill impairment, impairment of property and equipment, insurance deductible reserves, warranties, share-based compensation and estimates related to purchase accounting. Actual results may differ materially from these estimates under different assumptions or conditions. Business and credit concentrations The Company maintains cash at financial institutions in excess of federally insured limits. Accounts receivable potentially expose the Company to concentrations of credit risk. Mitigating this credit risk is collateral underlying certain accounts receivable (perfected liens or lien rights) as well as the Company’s analysis of a customer’s credit history prior to extending credit. Concentrations of credit risk with respect to accounts receivable are limited due to the Company’s large number of customers and their dispersion across various regions of the United States. At December 31, 2015 and 2014 , no customer represented more than 10% of accounts receivable. For the years ended December 31, 2015 , 2014 and 2013 , no customer represented more than 10% of revenue. The Company’s future results could be adversely affected by a number of factors including competitive pressure on sales and pricing, weather conditions, consumer spending and debt levels, interest rates, existing residential home sales and new home construction, lumber prices and product mix. Cash and cash equivalents Cash equivalents are highly liquid investments that are readily convertible to known amounts of cash and have a maturity of three months or less from the time of purchase. Book overdrafts occur when purchases on corporate purchasing cards and checks written exceed available bank balances at a specific bank, despite there being cash at the Company's other financial institutions. For accounting purposes, the Company reclassifies these book overdrafts to accounts payable on the consolidated balance sheets. Book overdrafts included in accounts payable were $0.3 million and $3.1 million at December 31, 2015 and 2014, respectively. Restricted assets As of December 31, 2014, the Company had restricted assets of $36.1 million which related to amounts deposited in a separate bank account to collateralize letters of credit related to insurance claims for periods prior to January 2010. During 2015, the Company was able to release these amounts into unrestricted cash as a result of reductions in claims and the transfer of the risk of loss of remaining claims to a reinsurer. Fair value of financial instruments ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument is categorized based upon the lowest level of input that is significant to the fair value calculation. Accounts receivable Accounts receivable result from the extending of credit to trade customers for the purchase of goods and services. The terms generally provide for payment within 30 days of being invoiced. On occasion, when necessary to compete in certain circumstances, the Company will sell product under extended payment terms. Accounts receivable are stated at estimated net realizable value. The allowance for doubtful accounts is based on an assessment of individual past due accounts, historical write-off experience, accounts receivable aging, customer disputes and the business environment. Account balances are charged off when the potential for recovery is considered remote. The Company grants trade discounts on a percentage basis. The Company records an allowance against accounts receivable for the amount of discounts it estimates will be taken by customers. The discounts are recorded as a reduction to revenue when products are sold. Consideration received from suppliers The Company enters into agreements with many of its suppliers providing for inventory purchase rebates (“supplier rebates”) upon achievement of specified volume purchasing levels. Supplier rebates are accrued as part of cost of goods sold based on progress towards earning the supplier rebates, taking into consideration cumulative purchases of inventory to date and projected purchases through the end of the year. The Company estimates the rebates applicable to inventory on-hand at each period end based on the inventory turns of the related items. Total rebates receivable at December 31, 2015 and 2014 are $13.7 million and $7.1 million , respectively, included in prepaid expenses and other current assets. Revenue recognition The Company recognizes revenue for sales of building products when products are delivered and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is reasonably assured, persuasive evidence of an arrangement exists and the sales price is fixed or determinable. All sales recognized are net of allowances for discounts and estimated returns, based on historical experience. Taxes assessed by governmental authorities that are directly imposed on our revenue-producing transactions are excluded from sales. The percentage-of-completion method is used to recognize revenue for construction services. Periodic estimates of progress towards completion are made based on either a comparison of labor costs incurred to date with total estimated contract labor costs or total costs incurred to date with total estimated contract costs. The percentage-of-completion method requires the use of various estimates, including among others, the extent of progress towards completion, contract revenues and contract completion costs. Contract revenues and contract costs to be recognized are dependent on the accuracy of estimates, including quantities of materials, labor productivity and other cost estimates. The Company has a history of making reasonable estimates of the extent of progress towards completion, contract revenues and contract completion costs. Due to uncertainties inherent in the estimation process, it is possible that actual contract revenues and completion costs may vary from estimates. Revenue recognized using the percentage-of-completion method for the years ended December 31, 2015, 2014 and 2013 represented approximately 92% , 94% and 95% of the total revenue for construction services for the respective periods. Estimated losses on uncompleted contracts and changes in contract estimates reflect the Company's best estimate of probable losses of unbilled receivables, and are recognized in the period such revisions are known and can be reasonably estimated . These estimates are recognized in cost of sales. Estimated losses on uncompleted contracts and changes in contract estimates are established by assessing estimated costs to complete, change orders and claims for uncompleted contracts. Assumptions for estimated costs to complete include material prices, labor costs, labor productivity and contract claims. Such estimates are inherently uncertain and therefore it is possible that actual completion costs may vary from these estimates. Shipping and handling costs The Company includes shipping and handling costs in selling, general and administrative expenses on the consolidated statements of operations. Shipping and handling costs were $81.6 million , $60.3 million and $52.2 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Property and equipment Property and equipment are stated at cost. Expenditures for renewals and betterments, which extend the useful lives of assets, are capitalized while maintenance and repairs are charged to expense as incurred. Property and equipment obtained through acquisition are stated at estimated fair market value as of the acquisition date, and are depreciated over their estimated remaining useful lives, which may differ from our stated policies for certain assets. Gains and losses related to the sale of property and equipment are recorded as selling, general and administrative expenses. Property and equipment are depreciated using the straight-line method and are generally depreciated over the following estimated service lives: Buildings and improvements 10–30 years Leasehold improvements Lesser of life of the asset or remaining lease term, and not to exceed 15 years Furniture, fixtures and equipment 2–10 years Vehicles 4–10 years Property and equipment that is expected to be sold within the next twelve months, is actively marketed in its current condition for a price that is reasonable in comparison to its estimated fair value and meets other relevant held-for-sale criteria are classified as assets held for sale. Assets held for sale are measured at the lower of carrying amount or fair value less costs to sell and are no longer depreciated. An impairment for assets held for sale is recognized if the carrying amount is not recoverable. Due to lack of materiality, assets held for sale were not presented separately and were classified as other long-term assets in the consolidated balance sheets and were $0 and $0.7 million at December 31, 2015 and 2014, respectively. Goodwill and other intangible assets At least annually, or more frequently as changes in circumstances indicate, the Company tests goodwill for impairment. To the extent that the carrying value of the net assets of any of the reporting units having goodwill is greater than their estimated fair value, the Company may be required to record impairment charges. We have determined that our reporting units are equivalent to our six operating segments, which are the Mid-Atlantic, Southeast, Texas, Intermountain, Western and Mountain West divisions. The Company is required to make certain assumptions and estimates regarding the fair value of the reporting units containing goodwill when assessing for impairment. Changes in the fact patterns underlying such assumptions and estimates could ultimately result in the recognition of additional impairment losses. We complete our annual impairment assessment during the third quarter of each year. We did not recognize any impairment for the years ended December 31, 2015, 2014 and 2013. We may consider qualitative factors as part of our annual impairment assessment to determine whether it is more likely than not that a reporting unit's carrying value exceeds its fair value. If our qualitative assessment indicates that goodwill impairment is more likely than not, we perform the two-step impairment test. Alternatively, we may bypass the qualitative test and initiate goodwill impairment testing with the first step of the two-step goodwill impairment test. During the first step of the goodwill impairment test, the fair value of the reporting unit is compared to its carrying value, including goodwill. We may derive a reporting unit's fair value through a combination of the market approach (a guideline transaction method) and the income approach. The income approach uses a reporting unit’s projection of estimated future cash flows that is discounted at a market derived weighted average cost of capital. The projection uses management’s best estimates of economic and market conditions over the projected period including growth rates in sales, costs, estimates of future expected changes in operating margins and cash expenditures. If the fair value of a reporting unit exceeds its carrying value, then we conclude no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, we perform the second step of the goodwill impairment test to measure possible goodwill impairment loss. During the second step, the implied fair value of the reporting unit's goodwill is compared to the carrying value of its goodwill. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of the goodwill, we would recognize an impairment loss in an amount equal to the excess, not to exceed the carrying value of the reporting unit's goodwill. Acquired intangible assets other than goodwill are amortized over their weighted average amortization period unless they are determined to be indefinite. Acquired intangible assets are carried at cost, less accumulated amortization. For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish the carrying value. The fair value of acquired intangible assets is determined using common valuation techniques, and the Company employs assumptions developed using the perspective of a market participant. Impairment of long-lived assets Long-lived assets, such as property, equipment and purchased intangible assets subject to amortization, are reviewed for impairment whenever facts and circumstances indicate that the carrying amount of an asset may not be recoverable. For impairment testing of long-lived assets, the Company identifies asset groups at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the assets. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. Income taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes ("ASC 740"), which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statement and tax basis of assets and liabilities existing at each balance sheet date using enacted tax rates for years in which taxes are expected to be paid or recovered. The Company evaluates its deferred tax assets on a quarterly basis to determine whether a valuation allowance is required. In accordance with ASC 740, the Company assesses whether a valuation allowance should be established based on its determination of whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends primarily on: (i) the Company's ability to carry back net operating losses to tax years where it has previously paid income taxes based on applicable federal law; (ii) the timing of the reversal of deferred tax liabilities; and (iii) the Company's ability to generate future taxable income during the periods in which the related deferred tax assets are deductible. The assessment of a valuation allowance includes giving appropriate consideration to all positive and negative evidence related to the realization of the deferred tax asset. This assessment considers, among other things, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company's experience with operating loss and tax credit carryforwards not expiring unused and tax planning alternatives. Significant judgment is required in determining the future tax consequences of events that have been recognized in the Company's consolidated financial statements and/or tax returns. Actual outcomes of these future tax consequences could differ materially from the outcomes that the Company currently anticipates. ASC 740 defines the methodology for recognizing the benefits of uncertain tax return positions as well as guidance regarding the measurement of the resulting tax benefits. These provisions require an enterprise to recognize the financial statement effects of a tax position when it is more likely than not, which is defined as a likelihood of more than 50%, based on technical merits, that the position will be sustained upon examination. The evaluation of whether a tax position meets the more likely than not recognition threshold requires a substantial degree of judgment by management based on the individual facts and circumstances. Actual results could differ from estimates. The Company recognized a liability of $3.0 million and $0.0 million for uncertain tax positions as of December 31, 2015 and 2014, respectively, which is included in income taxes receivable on the consolidated balance sheets. The Company’s policy is to recognize interest and penalties related to income tax liabilities and unrecognized tax benefits in income tax expense. Casualty and health insurance The Company carries insurance for general liability, auto liability and workers' compensation exposures subject to deductibles or self-insured retentions it believes to be reasonable under the circumstances, and the Company self-insures for employee and eligible dependent health care claims, with insurance purchased from independent carriers to cover individual claims in excess of the self-insured limits. The expected liability for unpaid claims, including incurred but not reported losses, is reflected on the consolidated balance sheets as a liability with current and long-term components. The amount recoverable from insurance providers is reflected on the consolidated balance sheets in prepaid expenses and other current assets. Provisions for losses are developed from actuarial valuations that rely upon the Company’s past claims experience, which considers both the frequency and settlement of claims. The casualty and health insurance liabilities are recorded at their undiscounted value. In January 2015, the Company entered into a retroactive reinsurance contract to transfer the risk of loss of certain insurance deductible reserves for workers’ compensation claims incurred from 2006 to 2011 to a reinsurer. As a part of the contract, the Company paid $11.1 million to the reinsurer to assume $8.3 million of insurance deductible reserves. The $2.8 million difference between the amount paid to the reinsurer and the reserves transferred was recorded in selling, general and administrative expenses on the consolidated statement of operations for the year ended December 31, 2015. Pursuant to the reinsurance contract, the reinsurer is obligated to pay an aggregate maximum of $17.5 million for these claims with any excess borne by the Company. The Company maintains the insurance deductible reserves related to these claims as a liability on its consolidated balance sheet with an offsetting reinsurance receivable, which includes current and long-term components. As of December 31, 2015, the carrying value of the insurance deductible reserves related to these claims and the offsetting reinsurance receivable was $6.4 million . Changes in these claims are recorded as an increase or decrease in the insurance deductible reserves and corresponding increase or decrease in the reinsurance receivable. Additionally, the Company monitors the financial condition of the reinsurer to minimize its exposure to significant losses from reinsurer insolvency. Retirement savings program The Company sponsors a defined contribution retirement savings plan. The Company has recorded expense of $2.4 million , $1.6 million and $0.3 million related to employer contributions for the years ended December 31, 2015 , 2014 and 2013 , respectively, which is included in selling, general and administrative expenses on the consolidated statements of operations. Lease obligations The Company recognizes lease obligations with fixed escalations of rental payments on a straight-line basis over the lease term, with the amount of rental expense in excess of lease payments recorded as a deferred rent liability. As of December 31, 2015 and 2014 , the Company had a deferred rent liability of $0.8 million and less than $0.1 million , respectively, included in accrued expenses and other liabilities and other long-term liabilities on the consolidated balance sheets. Advertising and promotion Costs associated with advertising and promoting products and services are expensed in the period incurred. Cooperative advertising allowances that are reimbursement of specific, incremental and identifiable costs incurred to promote vendors' products are recorded as an offset against advertising expenses in selling, general and administrative expenses. If those conditions are not met, the cooperative advertising allowances are recorded as reduction in inventory and a subsequent reduction in cost of goods sold when the related product is sold. Advertising and promotion expenses recorded in selling, general and administrative expenses, net of cooperative advertising allowances, were not significant for the years ended December 31, 2015, 2014 and 2013. Stock-based compensation In accordance with the requirements of ASC 718, Compensation—Stock Compensation (“ASC 718”), the Company measures and recognizes compensation expense for all share-based payment awards made to employees using a fair value based pricing model. The compensation expense is recognized over the requisite service period. Restructuring and related expenses The Company accounts for costs associated with exit or disposal in accordance with ASC 420, Exit or Disposal Cost Obligations (“ASC 420”), which requires that: (i) liabilities associated with exit and disposal activities be measured at fair value; (ii) one-time termination benefits be expensed at the date the entity notifies the employee, unless the employee must provide future service, in which case the benefits are expensed ratably over the future service period; (iii) liabilities related to an operating lease/contract be recognized and measured at its fair value when the contract does not have any future economic benefit to the entity (i.e., the entity ceases to utilize the rights conveyed by the contract); and (iv) for typically all other costs related to an exit or disposal activity to be expensed as incurred. Debt issuance costs Costs incurred in connection with the Company’s Credit Agreement and Senior Notes are capitalized and amortized over the term of the agreement. Total debt issuance costs, net of accumulated amortization, were $9.5 million and $8.2 million as of December 31, 2015 and 2014 , respectively. Amortization of debt issuance costs for the years ended December 31, 2015 , 2014 and 2013 was $2.5 million , $2.3 million and $1.3 million , respectively, and is included in interest expense on the consolidated statements of operations. Derivatives The Company recognizes all derivative instruments as assets or liabilities in the Company’s balance sheets at fair value. Changes in the fair value of derivative instruments that are not designated as hedges or that do not meet the hedge accounting criteria are reported in earnings. The Company elected not to designate any new derivative instruments as hedges for the years 2015 , 2014 or 2013 , and therefore all changes in the fair market value of the hedge contracts have been reported in cost of goods sold on the consolidated statements of operations. The Company does not enter into any derivatives for speculative or trading purposes; all derivatives are used to offset existing or expected risks associated with fluctuations in interest rates or commodities. Warranty expense The Company has warranty obligations with respect to most manufactured products. As of December 31, 2015 and 2014 , the Company had warranty liabilities of $1.8 million and $1.5 million , respectively, included in accrued expenses and other liabilities on the consolidated balance sheets. Headquarters relocation In May 2014, BMC announced a plan to relocate its headquarters from Boise, Idaho to Atlanta, Georgia. The relocation will occur in phases, and is expected to be substantially complete no later than December 2016. The Company incurred relocation costs, including employee retention, severance, recruiting, relocation and professional fees, of $3.9 million and $2.1 million during the years ended December 31, 2015 and 2014, respectively. These expenses are recognized in selling, general and administrative expenses on the consolidated statements of operations. Comprehensive (loss) income Comprehensive (loss) income is equal to the net (loss) income for all periods presented. Recently issued accounting pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 provides a comprehensive revenue recognition model requiring companies to recognize revenue for the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In July 2015, the FASB voted to defer the effective date of ASU 2014-09 by one year, and therefore the standard is effective for the Company’s annual and interim periods beginning on January 1, 2018. Early application is permitted, but only for the Company’s annual and interim periods beginning on January 1, 2017. The guidance permits the use of either a retrospective or cumulative effect transition method. We have not yet selected a transition method and are evaluating the impact of the standard on our financial statements. In April 2015, the FASB issued Accounting Standards Update No. 2015-05, Customer's Accounting for Fees Paid in a Cloud Computing Arrangement ("ASU 2015-05"). ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer's accounting for service contracts. ASU 2015-05 is effective for the Company’s annual and interim periods beginning on January 1, 2016. Early adoption is permitted. We are evaluating the impact of the standard on our financial statements. In July 2015, the FASB issued Accounting Standards Update No. 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”). ASU 2015-11 requires that inventory within the scope of the guidance be measured at the lower of cost and net realizable value. Prior to the issuance of the standard, inventory was measured at the lower of cost or market, where market was defined as replacement cost, with a ceiling of net realizable value and floor of net realizable value less a normal profit margin. Inventory measured using last-in, first-out (LIFO) and the retail inventory method are not impacted by the new guidance. Prospective application is required and early adoption is permitted. ASU 2015-11 is effective for the Company’s annual and interim periods beginning on January 1, 2017. We are evaluating the impact of the standard on our financial statements. In August 2015, the FASB issued Accounting Standards Update No. 2015-15, Interest - Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (“ASU 2015-15”). ASU 2015-15 clarifies the treatment of debt issuance costs for line-of-credit arrangements, which was not addressed in Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs. ASU 2015-15 clarifies that the SEC staff would not object to an entity deferring and presenting debt issuance costs related to a line-of-credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of such arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU 2015-15 is effective for the Company’s annual and interim periods beginning on January 1, 2016. Early adoption is permitted. We are evaluating the impact of the standard on our financial statements. In September 2015, the FASB issued Accounting Standards Update No. 2015-16, Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”). ASU 2015-16 requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, including the cumulative effect of the change in provisional amount as if the accounting had been completed at the acquisition date. The adjustments related to previous reporting periods since the acquisition date must be disclosed by income statement line item either on the face of the income statement or in the notes. Prospective application is required. The Company early adopted ASU 2015-16 during the fourth quarter of 2015. In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"), which requires management to classify all deferred tax liabilities and assets by jurisdiction as non-current on the balance sheet instead of separating deferred taxes into current and non-current amounts. The standard can be applied either prospectively or retrospectively to all periods presented. ASU 2015-17 is effective for the Company's annual and interim periods beginning on January 1, 2018. The Company elected to early adopt this standard during the fourth quarter of 2015, and elected to apply the retrospective approach. Accordingly, we have reclassified $8.7 million of current deferred tax assets to long-term on our consolidated balance sheet as of December 31, 2014. In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases ("ASU 2016-02"). The new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for the Company's annual and interim periods beginning on January 1, 2019. A |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Mergers and acquisitions | Acquisitions For all acquisitions, we allocate the purchase price to assets acquired and liabilities assumed as of the date of acquisition based on the estimated fair values at the date of acquisition. The excess of the fair value of the purchase consideration over the fair values of the identifiable assets and liabilities is recorded as goodwill. Management makes significant estimates and assumptions when determining the fair value of assets acquired and liabilities assumed. These estimates include, but are not limited to, discount rates, projected future net sales, projected future expected cash flows and useful lives. When necessary, we will engage third-party valuation firms to assist us in determining fair values of acquired assets and assumed liabilities. Merger with Stock Building Supply Holdings, Inc. As described in Note 1, SBS and BMC were merged in an all-stock transaction on December 1, 2015 . The Merger was accounted for as a reverse acquisition with BMC deemed to be the acquirer solely for accounting purposes. Accordingly, the consideration transferred has been allocated to the acquired assets and liabilities of SBS based upon their estimated fair values. The consideration transferred was calculated as the number of SBS common shares outstanding immediately prior to the Merger multiplied by the closing stock price of SBS on the closing date of the Merger. In addition, consideration transferred includes the fair value of outstanding SBS restricted stock units and stock options that vested upon consummation of the Merger, as well as the fair value of unvested SBS stock options multiplied by the portion of the requisite service period that elapsed prior to the closing date of the Merger. The calculation of consideration transferred is as follows: (in thousands, except share and per share data) Number of SBS shares outstanding on the closing date of the Merger 26,186,111 SBS common stock price per share on the closing date of the Merger $ 16.99 Deemed (for accounting purposes only) issuance of BMC stock to SBS shareholders 444,902 Fair value of SBS equity awards 8,488 Total consideration transferred $ 453,390 The preliminary allocated fair values of acquired assets and assumed liabilities is summarized as follows: (in thousands) Cash and cash equivalents $ 6,342 Accounts receivable 124,526 Inventories 115,888 Other current assets 26,314 Property and equipment 126,057 Customer relationships 129,800 Trademarks 4,500 Non-compete agreements 6,112 Favorable lease agreements 5,050 Other long-term assets 1,302 Accounts payable (77,062 ) Accrued expenses and other liabilities (40,652 ) Unfavorable lease agreements (4,550 ) Current portion of capital lease obligations (3,275 ) Other current liabilities (6,664 ) Long-term debt (67,713 ) Deferred income taxes (75,006 ) Long-term portion of capital lease obligations (11,612 ) Other long-term liabilities (5,666 ) Identifiable net assets acquired 253,691 Goodwill 199,699 Total net assets acquired $ 453,390 The gross contractual value and fair value of accounts receivable acquired were $129.2 million and $124.5 million , respectively. Inventory was valued at its estimated net realizable value, which is defined as expected sales price less cost to sell, plus a reasonable margin for the selling effort. The step-up in the basis of SBS's inventory totaled $13.2 million . Of this amount, $10.3 million was recognized in cost of goods sold in the Company's consolidated statement of operations for the year ended December 31, 2015. The remaining $2.9 million is expected to be recognized in cost of goods sold during the first quarter of 2016 as the remaining acquired inventory is sold. Personal property assets were valued using the cost approach and/or market approach, real property assets were valued using the sales comparison and/or cost approach, customer relationships were valued using the excess earnings method, trademarks were valued using the relief from royalty method and non-compete agreements were valued using the lost profit method. In estimating the fair value of favorable and unfavorable lease agreements, market rents were estimated for each of SBS’s leased locations. If the contractual rents were considered to be below/above the market rent, a favorable/unfavorable lease agreement was valued by discounting the difference between the contractual rent and estimated market rates over the remaining lease term. The customer relationships, trademarks and non-compete agreements are expected to be amortized over weighted average periods of 16.5 years , 4.2 years and 1.0 year , respectively. Acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives. The purchase price allocation is based upon all information available to the Company at the present time and is subject to change, and such changes could be material. Due to the size and complexity of the Merger and the consummation of the Merger shortly before the Company's fiscal 2015 year-end, the initial purchase accounting for intangible assets, fixed assets and inventory is not complete. As we receive additional information during the measurement period, these amounts may be adjusted. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and liabilities assumed, and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and non-contractual relationships, as well as expected future synergies. None of the goodwill recognized is expected to be be tax deductible. Net sales and estimated pre-tax loss of Legacy SBS included in the consolidated statements of operations for the year ended December 31, 2015 were $103.6 million and $18.6 million , respectively. Acquisition of Robert Bowden, Inc. On September 1, 2015 , Legacy BMC purchased certain assets (excluding cash) and assumed certain liabilities of Marietta, Georgia-based Robert Bowden Inc. ("RBI") for an initial purchase price of $102.4 million in cash (subject to certain adjustments). RBI has three locations in the Atlanta, Georgia area, including its manufacturing facility in Marietta. RBI sells millwork and window products to homebuilders and residential contractors primarily in the Atlanta metro market. Legacy BMC funded the transaction through borrowings under the Legacy BMC Revolver. The acquisition was accounted for using the acquisition method of accounting under ASC 805. The allocated fair values of acquired assets and assumed liabilities is summarized as follows: (in thousands) Accounts receivable $ 8,343 Inventories 6,702 Prepaid expenses and other current assets 122 Property and equipment 5,524 Customer relationships 39,900 Non-compete agreements 400 Accounts payable and other accrued liabilities (3,182 ) Identifiable net assets acquired 57,809 Goodwill 44,541 Total net assets acquired $ 102,350 Inventory and property and equipment were valued using the cost approach and/or market approach, customer relationships were valued using the excess earnings method and non-compete agreements were valued using the lost profit method. The customer relationships and non-compete agreements are expected to be amortized over periods of 10 years and 3 years , respectively. The purchase price allocation is based upon all information available to the Company at the present time and is subject to change, and such changes could be material. As we receive additional information during the measurement period, these assets and liabilities may be adjusted. Goodwill represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and non-contractual relationships, as well as expected future synergies. All of the goodwill recognized is expected to be be tax deductible. Net sales and estimated pre-tax income of RBI included in the consolidated statements of operations for the year ended December 31, 2015 were $27.0 million and $1.2 million , respectively. Acquisition of VNS Corporation On May 1, 2015 , Legacy BMC completed the acquisition of Vidalia, Georgia-based VNS Corporation (“VNS”), enabling Legacy BMC to expand its product offerings into the southeastern United States. Legacy BMC funded the transaction through the use of available cash and borrowings on the Legacy BMC Revolver. The final purchase price was $47.1 million , net of $2.3 million of acquired cash. The acquisition was accounted for using the acquisition method of accounting under ASC 805, Business Combinations. The allocated fair values of acquired assets and assumed liabilities is summarized as follows: (in thousands) Cash $ 2,344 Accounts receivable 19,594 Inventories 10,665 Prepaid expenses and other current assets 952 Property and equipment 11,643 Customer relationships 10,000 Trademarks 850 Other long-term assets 59 Accounts payable (7,464 ) Accrued payable and other accrued liabilities (4,087 ) Deferred taxes (4,364 ) Identifiable net assets acquired 40,192 Goodwill 9,287 Total net assets acquired $ 49,479 Inventory and property and equipment were valued using the cost approach and/or market approach, customer relationships were valued using the excess earnings method and trademarks were valued using the relief from royalty method. The customer relationships and trademarks are expected to be amortized over periods of 10 years and 2 years , respectively. The purchase price allocation is based upon all information available to the Company at the present time and is subject to change, and such changes could be material. As we receive additional information during the measurement period, these assets and liabilities may be adjusted. Goodwill represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and non-contractual relationships, as well as expected future synergies. None of the goodwill recognized is expected to be be deductible for tax purposes. Net sales and estimated pre-tax income of VNS included in the consolidated statements of operations for the year ended December 31, 2015 were $104.5 million and $4.7 million , respectively. Pro Forma Financial Information (Unaudited) The following unaudited pro forma combined results of operations give effect to the Merger and acquisitions of RBI and VNS by the Company as if SBS, RBI and VNS had been acquired on January 1, 2014, the beginning of the comparable prior annual period, applying certain assumptions and pro forma adjustments. These pro forma adjustments primarily relate to depreciation expense on stepped up fixed assets, amortization of acquired intangibles, cost of goods sold expense related to the sale of stepped up inventory, interest expense related to additional debt that would be needed to fund the acquisitions and the estimated impact of these adjustments on the Company's income tax provision. The unaudited pro forma consolidated results of operations are provided for illustrative purposes only and are not indicative of the Company's actual consolidated results of operations or consolidated financial position. The unaudited pro forma results of operations do not reflect any operating efficiencies or potential cost savings which may result from the Merger and acquisitions of RBI and VNS. Unaudited pro forma financial information is as follows: Pro Forma Year Ended December 31, (in thousands) 2015 2014 Net sales $ 2,890,163 $ 2,819,398 Net income 15,098 56,710 Basic net income per share 0.23 0.87 Diluted net income per share 0.23 0.86 Western Building Supply On November 11, 2013 , the Company acquired certain assets of Western Building Supply, a millwork business located in northern California for $6.7 million in cash. The acquisition provides us with millwork manufacturing capability to serve new customers in the northern California region. The impact of this acquisition on our operating results was not considered material for the reporting of pro forma financial information. |
Accounts Receivable Accounts Re
Accounts Receivable Accounts Receivable | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Accounts receivable | Accounts Receivable Accounts receivable consist of the following at December 31, 2015 and 2014 : (in thousands) 2015 2014 Trade receivables $ 311,932 $ 128,672 Allowance for doubtful accounts (2,357 ) (1,560 ) Other allowances (6,399 ) (460 ) $ 303,176 $ 126,652 The following table shows the changes in our allowance for doubtful accounts: (in thousands) 2015 2014 2013 Balance at January 1 $ 1,560 $ 1,259 $ 1,722 Write-offs (558 ) (488 ) (342 ) Recoveries 236 139 116 Increase (decrease) in allowance 1,119 650 (237 ) Balance at December 31 $ 2,357 $ 1,560 $ 1,259 |
Inventories Inventories
Inventories Inventories | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist principally of materials purchased for resale, including lumber, sheet goods, millwork, windows and doors, as well as certain manufactured products and are valued at the lower of cost or market, with cost being measured using a weighted average cost approach, which approximates the first-in, first-out approach. A provision for excess and obsolete inventory of $0.6 million and $0.3 million is recorded as of December 31, 2015 and 2014 , respectively. |
Property and Equipment Property
Property and Equipment Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and Equipment Property and equipment consists of the following at December 31, 2015 and 2014 : (in thousands) 2015 2014 Land $ 58,757 $ 39,284 Buildings and improvements 90,429 61,451 Leasehold improvements 10,934 1,486 Furniture, fixtures and equipment 115,861 50,251 Vehicles 87,307 44,819 Construction-in-progress 16,349 8,478 379,637 205,769 Less: Accumulated depreciation (83,659 ) (65,334 ) $ 295,978 $ 140,435 Total depreciation expense for the years ended December 31, 2015 , 2014 and 2013 was $21.0 million , $15.5 million and $12.5 million , respectively, including amortization expense related to capital leases. These amounts include depreciation expense of $5.3 million , $4.0 million and $3.3 million included in cost of goods sold in 2015 , 2014 and 2013 , respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible assets | Goodwill and Intangible Assets, Net Goodwill The carrying value of goodwill was $1.1 million as of December 31, 2013. There was no goodwill activity for the year ended December 31, 2014. The following table details the goodwill activity for the years ended December 31, 2015, 2014 and 2013: (in thousands) December 31, 2012 $ — Acquisition of Western Building Supply 1,137 December 31, 2013 and 2014 1,137 Acquisition of VNS Corporation 9,287 Acquisition of Robert Bowden, Inc. 44,541 Merger with Stock Building Supply Holdings, Inc. 199,699 December 31, 2015 $ 254,664 Intangible assets Intangible assets represent the value assigned to trademarks, customer relationships and non-compete agreements in connection with acquired companies. The trademarks, customer relationships and non-compete agreements are being amortized over weighted-average periods of 3.8 years , 14.7 years and 1.1 years , respectively. The following table provides the gross carrying amount and related accumulated amortization of definite-lived intangible assets. Trademarks Customer Relationships Non-Compete Agreements Gross Gross Gross Carrying Accumulated Carrying Accumulated Carrying Accumulated (in thousands) Amount Amortization Amount Amortization Amount Amortization Total December 31, 2014 $ — $ — $ — $ — $ — $ — $ — Acquisition of VNS 850 — 10,000 — — — 10,850 Acquisition of RBI — — 39,900 — 400 — 40,300 Acquisition of SBS 4,500 — 129,800 — 6,112 — 140,412 Amortization — (408 ) — (2,664 ) — (554 ) (3,626 ) December 31, 2015 $ 5,350 $ (408 ) $ 179,700 $ (2,664 ) $ 6,512 $ (554 ) $ 187,936 Aggregate amortization expense was $3.6 million , $0.0 million and $1.3 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Based upon current assumptions, the Company expects that its definite-lived intangible assets will be amortized according to the following schedule: (in thousands) 2016 $ 20,506 2017 14,632 2018 13,629 2019 12,957 2020 12,957 Thereafter 113,255 $ 187,936 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consists of the following at December 31, 2015 and 2014 : (in thousands) 2015 2014 Accrued payroll and other employee related expenses $ 42,776 $ 19,780 Accrued taxes 19,744 8,996 Advances from customers 10,133 2,830 Accrued lending fees 2,520 — Accrued professional fees 2,442 399 Accrued rebates payable 1,840 1,439 Accrued warranty reserve 1,762 1,452 Unfavorable leases 789 — Other 9,882 5,290 $ 91,888 $ 40,186 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term debt as of December 31, 2015 and 2014 consists of the following: (in thousands) December 31, 2015 December 31, 2014 Revolving credit agreement $ 152,260 $ — Senior secured notes 250,000 250,000 Other 6,266 9,856 408,526 259,856 Unamortized original issue discount (664 ) (907 ) 407,862 258,949 Less: Current portion of long-term debt 2,777 3,661 $ 405,085 $ 255,288 Revolving Credit Agreement On December 1, 2015, in connection with the Merger, the Company entered into a credit agreement (the "Credit Agreement") with Wells Fargo Capital Finance, as administrative agent, and certain other lenders. The Credit Agreement includes a revolving line of credit (the "Revolver") with maximum availability of $450 million , of which up to $75 million may be used for issuance of letters of credit. The Revolver is subject to an asset-based borrowing formula on eligible accounts receivable, credit card receivables and inventory, in each case reduced by certain reserves. We were in compliance with all debt covenants for the year ended December 31, 2015. Borrowings under the Revolver bear interest, at our option, at either the Base Rate (which means the higher of (i) the Federal Funds Rate plus 0.5% , (ii) the LIBOR rate plus 1.0% or (iii) the prime rate) plus a Base Rate Margin (which ranges from 0.25% to 0.75% based on Revolver availability) or LIBOR plus a LIBOR Rate Margin (which ranges from 1.25% to 1.75% based on Revolver availability). The fee on any outstanding letters of credit issued under the Revolver ranges from 0.75% - 1.25% , depending on whether the letters of credit are fully cash collateralized. The fee on the unused portion of the Revolver is 0.25% . The Credit Agreement contains customary nonfinancial covenants, including restrictions on new indebtedness, issuance of liens, investments, distributions to equityholders, asset sales and affiliate transactions. The Credit Agreement includes a financial covenant that requires us to maintain a minimum Fixed Charge Coverage Ratio of 1.00 :1:00, as defined therein. However, the covenant is only applicable if excess availability under the Credit Agreement is less than or equal to the greater of (1) $40 million and (2) 10% of the line cap, and remains in effect until excess availability has been greater than the greater of (1) $40 million and (2) 10% of the line cap for 30 consecutive days. We had outstanding borrowings of $152.3 million with net availability of $127.3 million as of December 31, 2015 . The interest rate on outstanding LIBOR Rate borrowings of $129.0 million ranged from 1.7% - 1.9% , the interest rate on outstanding FILO borrowings of $21.0 million of 2.7% and the interest rate on outstanding Base Rate borrowings of $2.3 million was 4.0% as of December 31, 2015 . We had $64.6 million in letters of credit outstanding under the Credit Agreement as of December 31, 2015 . The Revolver is collateralized by substantially all assets of the Company. The carrying value of the Revolver at December 31, 2015 approximates fair value as the Revolver contains a variable interest rate. As such, the fair value of the Revolver was classified as a Level 2 measurement in accordance with ASC 820. Senior Secured Notes On September 20, 2013, Legacy BMC issued $250.0 million of senior secured notes (the "Senior Notes"). The Senior Notes are governed by an indenture dated September 20, 2013 (the " BMC Indenture"). Concurrent with the Merger, the Company entered into a second supplemental indenture pursuant to which the Company assumed all obligations of Legacy BMC in relation to the Senior Notes (together with the BMC Indenture, the "Indenture"). The Senior Notes mature on September 15, 2018 and are secured by a first priority lien on certain property and equipment and a subordinate lien on certain assets which collectively approximate substantially all assets of the Company. The interest rate is fixed at 9.0% and is payable semiannually in March and September. The Indenture contains customary nonfinancial covenants, including restrictions on new indebtedness, issuance of liens, investments, distributions to equityholders, asset sales and affiliate transactions. The Senior Notes are held at BMC Stock Holdings, Inc., the parent company, which has no independent assets or operations. The Senior Notes are guaranteed by all of the subsidiaries of the Company. Each of the subsidiary guarantors is 100% owned, directly or indirectly, by the Company, and all guarantees are full and unconditional and joint and several. As of September 2015, we may redeem the Notes at a redemption price of 106.75% , declining to 103.375% beginning September 2016. Redemption prices are reduced to par value in September 2017. As of December 31, 2015, the estimated market value of the Senior Notes is $10.6 million more than the carrying amount. The fair value is based on the institutional trading activity and was classified as a Level 2 measurement in accordance with ASC 820. Other Other long-term debt consists of $5.8 million of term notes secured by delivery and handling equipment with various maturities through April 2019 and a $0.5 million term note secured by real property with a maturity of March 2021 . The interest rates range from 4.6% to 8.4% . Interest is paid monthly. Based on interest rates available to us, the estimated market value of other long-term debt approximates the carrying amount. Scheduled maturities of long-term debt were as follows: (in thousands) 2016 $ 2,777 2017 1,970 2018 403,504 2019 146 2020 115 Thereafter 14 $ 408,526 |
Other Long-term Liabilities Oth
Other Long-term Liabilities Other Long-term Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Other Liabilities, Noncurrent [Abstract] | |
Other long-term liabilities | Other Long-term Liabilities Other long-term liabilities consists of the following at December 31, 2015 and 2014 : (in thousands) 2015 2014 Unfavorable leases $ 3,696 $ — Long-term severance reserve 1,986 — Long-term deferred rent 774 22 Other 378 — $ 6,834 $ 22 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income Taxes The components of income tax (benefit) expense for the years ended December, 31 2015 , 2014 and 2013 are as follows: (in thousands) 2015 2014 2013 Current Federal $ (4,202 ) $ 3,765 $ 5,358 State 405 1,150 915 (3,797 ) 4,915 6,273 Deferred Federal (4,176 ) (69,281 ) — State (1,716 ) (1,211 ) — (5,892 ) (70,492 ) — $ (9,689 ) $ (65,577 ) $ 6,273 A reconciliation of differences between the statutory U.S. federal income tax rate of 35% and the Company’s effective tax rate from continuing operations for the years ended December 31, 2015 , 2014 , and 2013 follows: 2015 2014 2013 Federal statutory rate 35.0 % 35.0 % 35.0 % State taxes, net of federal tax 1.7 4.1 4.4 Nondeductible capitalized transaction costs (16.2 ) — — Nondeductible (permanent) items (3.0 ) 0.6 0.7 Changes in tax rates (6.2 ) — — Changes related to IRC section 382 limitations 55.5 — 17.6 Other items (0.1 ) (2.6 ) (1.6 ) Valuation allowance — (267.6 ) (33.6 ) Effective tax rate 66.7 % (230.5 )% 22.5 % For 2015, the Company recognized a $9.7 million income tax benefit, which included an income tax benefit of $8.1 million as a result of the Company adopting a tax position related to Internal Revenue Code ("IRC") section 382 limitations on its federal and state net operating loss carry-forwards and other built-in losses. IRC section 382 imposes annual limitations on the utilization of net operating loss carry-forwards, other tax carry-forwards and certain built-in losses (collectively, “Tax Attributes”) upon an ownership change as defined under that section. In general terms, an ownership change may result from transactions that increase the aggregate ownership of certain stockholders in the Company’s stock by more than 50 percentage points over a three year testing period. If the Company were to experience an IRC section 382 ownership change, an annual limitation could be imposed on certain Tax Attributes. Upon the Merger, the Company reviewed whether any of its Tax Attributes would be subject to IRC section 382 limitation and from such review, identified a tax position which involves using a specific identification method, instead of the Company's previous ratable allocation method, to determine the amount of tax-deductible built-in losses subject to IRC section 382 limitations. As a result of adopting this tax position in the fourth quarter of 2015, the Company more likely than not expects to realize additional federal and state net operating loss carry-forwards that were previously limited under the prior method of determining IRC section 382 limitations against its Tax Attributes. The Company did not recognize any material unfavorable adjustments to its Tax Attributes specifically related to the change of control from the Merger on December 1, 2015. For 2015, the Company's effective tax rate, excluding the IRC section 382 tax position change, was lower than the Company’s federal and state statutory rates primarily due to non-deductible merger-related transaction costs. In the fourth quarter of 2015, the Company recorded an out-of-period benefit of approximately $0.9 million to income taxes related to an error in the calculation of state net operating loss carryforwards. The Company has determined the adjustment is not material to the current period or any previously issued financial statements. On December 1, 2015, BMC and SBS completed the Merger. The Merger qualified as a tax-free reorganization within the meaning of IRC section 368(a), and therefore, the Company assumed the carryover tax basis of the acquired assets and liabilities of SBS. As a result, the Company recorded a net deferred tax liability of $75.0 million and a tax payable of $3.2 million impacting goodwill as part of purchase accounting. None of the goodwill recognized as part of this transaction is deductible for income tax purposes. On September 1, 2015, BMC acquired the assets of RBI and recognized an increase in tax basis based on the purchase price. Goodwill recognized as part of this transaction is deductible for income tax purposes. On May 1, 2015, BMC completed its stock acquisition of VNS. The Company assumed the carryover tax basis of the acquired assets and liabilities of VNS. As a result, the Company recorded a net deferred tax liability of $4.4 million and a tax receivable of $0.4 million impacting goodwill as part of purchase accounting. None of the goodwill recognized as part of this transaction is deductible for income tax purposes. For 2014, the Company recognized a $65.6 million income tax benefit primarily related to $76.1 million reversal of the valuation allowance, a discrete item, on BMC’s deferred tax assets during the three months ended June 30, 2014. This income tax benefit was reduced by $10.6 million income tax expense for federal and certain states. The Company’s effective tax rate prior to the reversal of the valuation allowance was 37.1% and was lower than the Company’s federal and state statutory rates due to tax credits partially offset by non-deductible expenses and non-deductible loss limitation. For 2013, the Company recognized $6.3 million of income tax expense. The Company’s effective tax rate was 22.5% and was lower than the Company’s federal and state statutory rates due to utilization of limited prior operating loss carryforwards and temporary differences and tax credits partially offset by non-deductible expenses. Significant components of the Company’s deferred tax assets and liabilities are as follows at December 31, 2015 and 2014 : (in thousands) 2015 2014 Deferred tax assets related to: Accounts receivable $ 3,780 $ 753 Inventory 4,725 1,667 Goodwill and intangibles — 22,932 Accrued compensation 5,462 1,555 Insurance deductible reserves 14,186 13,496 Stock-based compensation 2,759 1,240 Restructuring reserves 4,008 — Other accrued liabilities 918 821 Federal net operating loss carryforward 32,361 30,480 State net operating loss carryforward 5,036 1,211 Other 283 404 73,518 74,559 Valuation allowance (126 ) — Total deferred tax assets 73,392 74,559 Deferred tax liabilities related to: Goodwill and intangibles (32,452 ) (33 ) Property and equipment (42,261 ) (2,941 ) Other assets (1,700 ) (1,093 ) Total deferred tax liabilities (76,413 ) (4,067 ) Net deferred tax (liability) asset $ (3,021 ) $ 70,492 At December 31, 2015 , due to the IRC section 382 limitations, the Company estimates federal net operating loss carryforwards generated prior to November 2011 will be limited to approximately $4.8 million per year through 2034. These net operating losses may generally be carried forward 20 years. As a result, federal operating losses if unused will expire as follows: • $48.1 million in 2028; • $17.3 million in 2029; and • $27.1 million , or approximately $4.8 million per year, in years 2030 through 2034. In addition, at December 31, 2015, the Company had $126.2 million of state net operating loss carryforwards that expire at various dates commencing in 2017 through 2032. Deferred tax assets relating to tax benefits of stock-based compensation have been reduced to reflect exercises. Some exercises resulted in tax deductions in excess of previously recorded deferred tax benefits based on the value at the time of grant ("windfalls"). The Company has excluded excess windfall tax benefits resulting from stock-based compensation vesting and exercises as components of the Company’s gross deferred tax assets, as Tax Attributes related to such windfall tax benefits should not be recognized until they result in a reduction of taxes payable. The tax effected amount of unrealized net operating loss carryforwards resulting from stock-based compensation awards vested and/or exercised was $0.4 million , $0.0 million , and $0.0 million at December 31, 2015, 2014, and 2013, respectively. When realized, these excess windfall tax benefits are credited to additional paid-in capital. Excess windfall tax benefits recognized as a component of shareholders' equity were $0.0 million , $1.0 million , and $2.6 million for December 31, 2015, 2014, and 2013, respectively. The Company follows the "with-and-without" allocation approach to determine when such net operating loss carryforwards have been realized. The Company recognized a current income tax receivable of $11.4 million and $6.0 million at December 31, 2015 and 2014 , respectively. The Company paid federal and state income tax payments of $4.6 million and $12.9 million during 2015 and 2014, respectively. The Company received tax refunds of $0.3 million in 2015 and $0.0 million in 2014 . In accordance with ASC 740, the Company evaluates its deferred tax assets to determine if valuation allowances are required. In assessing the realizability of deferred tax assets, the Company considers both positive and negative evidence in determining whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2015, the primary positive evidence considered to support the realization of the Company's deferred tax assets includes: (i) the cumulative pre-tax income over the last 36 months, (ii) the reversal of deferred tax liabilities related to depreciation and amortization that would occur within the same jurisdiction and during the carry forward period necessary to absorb the federal and state net operating losses and other deferred tax assets, (iii) current and prior year utilization of federal and state net operating losses, and (iv) no history of material expiring Tax Attributes. The primary negative evidence considered includes: (i) the Company's cumulative losses prior to 2013, (ii) unsettled circumstances associated with the general economy and housing market, as well as mortgage credit availability, and (iii) no federal and state net operating loss carryback opportunities. To the extent the Company generates future net operating losses, the Company may be required to increase the valuation allowance on its deferred tax assets and income tax benefit would be adversely affected. Based upon the positive and negative evidence considered, the Company believes it is more likely than not that it will realize the benefit of the deferred tax assets, net of the existing state tax valuation allowances of $0.1 million as of December 31, 2015 . To the extent the Company generates sufficient taxable income in the future to fully utilize the tax benefits of the net deferred tax assets on which a valuation allowance was recorded, the Company’s effective tax rate would be impacted as the valuation allowance is reversed. The Company continues to evaluate its deferred tax asset on a quarterly basis and notes that, if economic conditions were to change such that the Company earns less taxable income than the amounts required to fully utilize its deferred tax asset, a portion of the asset may expire unused. As of June 30, 2014, BMC recognized no valuation allowance against the $76.1 million in total deferred tax assets compared to a valuation allowance of $75.2 million against total deferred tax assets as of December 31, 2013. BMC performed its quarterly assessment of all positive and negative evidence and determined that it was more likely than not that the deferred tax assets would be realizable. As of June 30, 2014, significant components of the deferred tax assets consisted of: (i) $30.5 million (or approximately $87.1 million of federal net operating loss carryforwards on a pre-tax effect basis) associated with federal net operating loss carryforwards; (ii) $24.8 million related to intangible assets reversing through 2020; (iii) $1.8 million in net operating losses from various states expiring between 2015 and 2031; and (iv) $19.0 million of deductible timing differences, primarily related to insurance reserves and other accruals. The positive evidence supporting the reversal of BMC’s deferred tax asset valuation allowance as of June 30, 2014 included: (i) cumulative pre-tax income for the three years ended June 30, 2014; (ii) cumulative pre-tax income in the five quarters ending June 30, 2014; (iii) increase in sales in most of BMC’s markets during 2013 and the six months ended June 30, 2014; (iv) projected future taxable income based on positive financial indicators compared to the prior year; and (v) no history of expiring tax attributes. Contributing to projected future taxable income were increases in sales and gross margin, as well as external factors, such as macroeconomic reports indicating falling unemployment, historically low interest rates and high housing affordability. The negative evidence evaluated included: (i) BMC’s cumulative losses prior to 2013; (ii) unsettled circumstances associated with the general economy and housing market, as well as mortgage credit availability; (iii) Section 382 limitations related to federal net operating loss; and (iv) no taxable income in the carryback periods. Taking all of the foregoing information into account, BMC’s analysis showed that, even if U.S. housing permits and starts were to stop growing at the pace they grew in 2013, such that BMC was unable to achieve pre-tax income in excess of the $27.9 million it experienced during 2013, which BMC’s projections for 2014 indicated would not be the case, then BMC would still be able to fully utilize its deferred tax asset allowed in 2014, with respect to which it reversed the valuation allowance. This fact, coupled with the other positive evidence described above, in BMC’s view significantly outweighed the available negative evidence and required BMC to conclude, in accordance with ASC 740, that it was more likely than not that the deferred tax assets at June 30, 2014 would be realized. As of December 31, 2014, BMC evaluated the realizability of its deferred tax assets and concluded that a valuation allowance was not required at that date. Positive evidence supporting the conclusion as of December 31, 2014 included the following: (i) BMC continued to recognize a cumulative pretax income for the three years ended December 31, 2014; (ii) BMC recorded sales and pre-tax income of $1.3 billion and $28.5 million , respectively, for 2014, increases of 8.4% and 2.2%, respectively, from 2013; (iii) BMC utilized federal and state net operating losses and other allowed deferred tax assets in 2014 and recorded taxable income for the year 2014; and (iv) no history of expiring tax attributes. The following table shows the changes in the amount of the Company’s valuation allowance: (in thousands) 2015 2014 2013 Balance at January 1, $ — $ 75,248 $ 84,629 Additions charged to expense — — — Additions charged to Goodwill/Purchase Accounting 126 — — Deductions - other — (75,248 ) (9,381 ) Balance at December 31, $ 126 $ — $ 75,248 During 2015, the Company recognized a liability of $3.0 million for uncertain tax positions related to the Company's tax accounting method to accelerate certain temporary tax deductions on its 2014 federal and state income tax returns, which is reducing income taxes receivable on the consolidated balance sheet as of December 31, 2015. At December 31, 2015, the Company anticipates that it is reasonably possible that the total unrecognized tax benefits may be recognized within the next twelve months. Due to their temporary nature, the Company does not anticipate any impact on the effective tax rate upon the recognition of the tax benefit. During 2014, the Company recognized no material uncertain tax positions. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits (exclusive of the effect of interest and penalties) is as follows: (in thousands) 2015 2014 Balance at January 1, $ — $ — Tax positions taken in prior periods: Gross increases — — Gross decreases — — Tax positions taken in current period: Gross increases 3,224 — Settlements with taxing authorities — — Lapse of applicable statute of limitations — — Balance at December 31, $ 3,224 $ — The Company‘s state tax returns are open to examination for an average of three years. However, certain jurisdictions remain open to examination longer than three years due to the existence of net operating losses. The Company’s federal returns are open to examination for three years; however, due to statutory waivers, SBS' tax years ended July 31, 2008 and May 5, 2009 remain open until January 31, 2017 with the federal tax authorities. SBS is currently under examination by the IRS for its tax years ended July 31, 2008 and May 5, 2009. At December 31, 2015 and 2014 , the amount recognized related to expected tax, penalties and interest payments as a result of the IRS audits in income taxes receivable on the consolidated balance sheets was immaterial. The Company’s policy is to recognize interest and penalties related to income tax liabilities and unrecognized tax benefits in income tax expense. During the years ended December 31, 2015, 2014 and 2013, penalties and interest related to income tax liabilities and uncertain tax benefits were not material. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and Contingencies The Company is obligated under capital leases covering fleet vehicles and certain equipment, as well as one facility. The fleet vehicles and equipment leases generally have terms ranging from three to six years and the facility lease has a remaining term of eight years. The carrying value of property and equipment under capital leases was $26.3 million and $11.7 million at December 31, 2015 and 2014 , respectively, net of accumulated depreciation of $21.5 million and $17.6 million , respectively. Amortization of assets held under capital leases is included within depreciation expense or cost of goods sold on the consolidated statements of operations. The Company also has noncancellable operating leases, primarily for buildings, improvements, and equipment. These leases generally contain renewal options for periods ranging from one to five years and require the Company to pay all executory costs such as property taxes, maintenance and insurance. Future minimum lease payments under noncancellable operating leases (with initial or remaining lease terms in excess of one year) and future minimum capital lease payments as of December 31, 2015 are as follows. (in thousands) Capital Operating 2016 $ 8,270 $ 27,483 2017 6,772 22,771 2018 3,936 19,131 2019 2,636 16,397 2020 1,892 11,062 Thereafter 2,929 40,952 26,436 $ 137,796 (a) Less: Amounts representing interest (2,589 ) Total obligation under capital leases 23,847 Less: Current portion of capital lease obligation (7,352 ) Long term capital lease obligation $ 16,495 (a) Minimum operating lease payments have not been reduced by minimum sublease rentals of $0.5 million due in the future under noncancelable subleases. Total rent expense under operating leases, excluding short-term rentals, for the years ended December 31, 2015 , 2014 and 2013 was $8.1 million , $4.2 million and $3.2 million , respectively, which are included in either cost of sales or selling, general and administrative expenses on the consolidated statements of operations, depending on the type of operations undertaken by the related facility or asset. Future payments for certain leases will be adjusted based on increases in the consumer price index. As of December 31, 2015 , the Company had purchase commitments $7.8 million related primarily to vehicles and certain IT equipment, which are enforceable and legally binding on us. From time to time, various claims, legal proceedings and litigation are asserted or commenced against the Company principally arising from alleged product liability, warranty, casualty, construction defect, contract, tort, employment and other disputes. In determining loss contingencies, management considers the likelihood of loss as well as the ability to reasonably estimate the amount of such loss or liability. An estimated loss is recorded when it is considered probable that such a liability has been incurred and when the amount of loss can be reasonably estimated. It is not certain that the Company will prevail in these matters. However, the Company does not believe that the ultimate outcome of any pending matters will have a material adverse effect on its consolidated financial position, results of operations or cash flows. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Equity | Stockholders' Equity Merger In connection with the Merger, each share of issued and outstanding BMC common stock, par value $0.001 per share, excluding (i) any shares of BMC common stock held in treasury or by any wholly owned subsidiary of BMC or (ii) any shares of BMC common stock held by any Legacy BMC stockholder who was entitled to exercise, and properly exercised, appraisal rights with respect to such shares of BMC common stock pursuant to the General Corporation Law of the State of Delaware, was converted into the right to receive 0.5231 shares of Company common stock, par value $0.01 per share. As a result, approximately 39.2 million shares of Company common stock were issued to Legacy BMC stockholders. Each holder of BMC common stock converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Company common stock received cash in lieu thereof in an amount each to such fractional amount multiplied by $17.19 , the last reported sale price of SBS common stock on the the last complete trading day prior to the Merger. Shares and price per share of BMC common stock for all prior periods have been restated to reflect the 0.5231 exchange ratio and BMC Stock's par value of $0.01 per share. Treasury stock Certain Legacy SBS employees elected to surrender shares to the Company to satisfy their tax withholding obligations in connection with the vesting of restricted stock awards on the Merger date. These surrendered shares are reflected as treasury stock, at cost, on the consolidated balance sheet as of December 31, 2015. All BMC treasury shares were canceled in connection with the Merger. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity based compensation | Stock Based Compensation Legacy BMC long-term incentive plans In March 2013, BMC's Board of Directors approved the 2013 long-term incentive plan ("BMC 2013 Incentive Plan") as subsequently approved by BMC's shareholders in May 2013. The BMC 2013 Incentive Plan provided for grants of stock options, restricted stock and other stock-based awards. There were 1.6 million common shares reserved for issuance under the plan. The awards granted under this plan vest immediately for directors and over a three year period for key employees. In March 2010, BMC's Board of Directors approved the 2010 long-term incentive plan ("BMC 2010 Incentive Plan") as approved by Legacy BMC's reorganization plan. The BMC 2010 Incentive Plan provided for grants of restricted stock. There were 5.2 million common shares reserved for issuance under the plan. The awards granted under this plan vest over a two year period for directors and a three year period for key employees. Legacy SBS long-term incentive plan In connection with its IPO in August 2013, SBS adopted the Stock Building Supply Holdings, Inc. 2013 Incentive Compensation Plan ("SBS 2013 Incentive Plan"). The SBS 2013 Incentive Plan provides for grants of stock options, stock appreciation rights, restricted stock, other stock-based awards, other cash-based compensation and performance awards. In general, if awards under the SBS 2013 Incentive Plan are for any reason canceled, or expire or terminate unexercised, the shares covered by such awards may again be available for the grant of awards under the SBS 2013 Incentive Plan. Awards granted under the SBS 2013 Incentive Plan generally vest over a period of three or four years. Stock options granted under the SBS 2013 Incentive Plan have a maximum contractual term of 10 years from the date of grant. Shares awarded that revert to the Company as a result of forfeiture or termination, expiration or cancellation of an award or that are used to exercise an award or for tax withholding, will be again available for issuance. Effect of the Merger on stock based awards The SBS 2013 Incentive Plan remained in effect upon consummation of the Merger. In connection with the Merger, the Company amended the SBS 2013 Incentive Plan in order to increase the number of shares of common stock authorized for issuance from 1.8 million to 5.6 million . As of December 31, 2015 , approximately 3.7 millions common shares were available for issuance under the SBS 2013 Incentive Plan. Upon consummation of the Merger, the Company assumed all obligations of BMC under the BMC 2010 Incentive Plan and BMC 2013 Incentive Plan, including BMC's time-vesting restricted stock and performance-vesting restricted stock. At the effective time of the Merger, (i) each BMC time-vesting restricted share outstanding immediately prior to such time was converted, on the same terms and conditions as were applicable to such BMC time-vesting restricted share at such time, into a restricted share with respect to the number of shares of BMC Stock common stock determined by multiplying each BMC time-vesting restricted share by the exchange ratio, rounded up to the nearest whole share. The performance goals of each award of BMC performance-vesting restricted stock outstanding immediately prior to the Merger was deemed satisfied at maximum and was converted, on the same terms and conditions (other than the terms and conditions relating to achievement of performance goals), into a restricted share with respect to that number of shares of BMC Stock common stock determined by multiplying each BMC performance-vesting restricted share by the exchange ratio, rounded up to the nearest whole share, provided that the vesting criteria applicable to such conversion will provide for vesting based solely on the holder's continuation of service through the time of vesting. Under the SBS 2013 Incentive Plan, the merger constituted a "change in control" of SBS. In connection with a "change in control," as defined in the SBS 2013 Incentive Plan, the vesting of outstanding awards under the SBS 2013 Incentive Plan was accelerated, with the exception of 0.2 million outstanding stock options and 0.3 million outstanding restricted stock units awarded to certain Legacy SBS employees during November 2015. The fair value of the vested awards on the Merger date of $8.3 million and the fair value of the non-vested awards on the closing date of the Merger related to pre-Merger service rendered of $0.2 million were included in the calculation of consideration transferred. Valuation of stock based awards Prior to the Merger, the fair value of BMC equity awards was calculated using the enterprise value per share. The enterprise value was derived using a blend of the market approach, the income approach and prior sales of BMC shares. Weights were assigned to each approach to calculate a weighted average enterprise value. The value of these awards was discounted for a lack of marketability and non-operating assets and liabilities. Due to the uncertainties inherent in the assumptions used in these various valuation approaches, it is possible that actual share-based compensation realized by the participant may vary from the estimate of the fair value of these restricted stock units. The fair value of the SBS stock options granted during November 2015 was estimated using the Black-Scholes option pricing model, with the following assumptions: Expected dividend yield 0 % Expected volatility factor (a) 44 % Risk-free interest rate (b) 2 % Expected term (in years) (c) 6.0 (a) The volatility factor was based on the average volatilities of similar public entities. (b) The risk-free interest rate was based on the U.S. Treasury yield at the time of grant. (c) The expected term was derived utilizing the "simplified method" in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 110, which uses the mid-point between the vesting date and the expiration date of the award. We believe use of this approach is appropriate given the lack of prior history of option exercises upon which to base an expected term. Stock based compensation is included in selling, general and administrative expenses on the consolidated statements of operations. The following table highlights stock based compensation for the years ended December 31, 2015 , 2014 and 2013 : (in thousands) 2015 2014 2013 Stock options $ 42 $ — $ — Restricted stock 2,607 3,410 2,425 Restricted stock units 100 — — Stock based compensation $ 2,749 $ 3,410 $ 2,425 Stock based award activity The following is a summary of restricted stock and restricted stock unit activity: Restricted Stock Restricted Stock Units Number of Shares Outstanding (in thousands) Weighted Average Grant Date Fair Value Number of Units Outstanding (in thousands) Weighted Average Grant Date Fair Value December 31, 2012 1,748 $ 2.01 — $ — Granted 565 10.19 — — Vested (1,420 ) 1.99 — — Forfeited — — — — December 31, 2013 893 7.25 — — Granted 264 11.66 — — Vested (408 ) 4.95 — — Forfeited (43 ) 8.97 — — December 31, 2014 706 10.15 — — Legacy SBS restricted stock units assumed — — 318 16.99 Granted 206 17.15 — — Vested (279 ) 9.07 — — Forfeited (178 ) 11.37 (36 ) 16.99 December 31, 2015 455 $ 13.51 282 $ 16.99 The following is a summary of stock option award activity. No stock options were granted by Legacy BMC during any periods prior to the Merger. Number of Options (in thousands) Weighted Average Exercise Price Contractual Term (in years) Intrinsic Value (in thousands) Outstanding at December 31, 2014 — $ — Legacy SBS stock options assumed 1,229 14.18 Granted — — Exercised — — Forfeited (1 ) 17.04 Expired — — Outstanding at December 31, 2015 1,228 $ 14.17 7.9 $ 4,470 Exercisable at December 31, 2015 992 $ 13.49 7.5 $ 4,470 Vested and expected to vest at December 31, 2015 1,184 $ 14.07 7.9 $ 4,470 The grant date fair value of Legacy SBS unvested stock options assumed in the Merger was $7.48 . The following table summarizes the Company’s total unrecognized compensation cost related to equity based compensation as of December 31, 2015 : (in thousands, except period data) Unrecognized Compensation Cost Weighted Average Remaining Period of Expense Recognition (in years) Stock options $ 1,687 2.8 Restricted stock 2,737 1.2 Restricted stock units 4,582 2.8 $ 9,006 |
Segments
Segments | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segments | Segments ASC 280, Segment Reporting (“ASC 280”) defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company's operating segments consist of the Mid-Atlantic, Southeast, Texas, Intermountain, West and Mountain West divisions. Due to the similar economic characteristics, nature of products, distribution methods and customers, the Company has aggregated our operating segments into one reportable segment, "Geographic divisions." In addition to our reportable segment, the Company's consolidated results include "Other reconciling items." Other reconciling items is comprised of our corporate activities. The following tables present Net sales, Adjusted EBITDA and certain other performance measures for the reportable segment and total company operations for the periods indicated. Year Ended December 31, 2015 December 31, 2015 (in thousands) Net Sales Gross Profit Depreciation & Amortization Adjusted EBITDA Total Assets Geographic divisions $ 1,576,746 $ 361,410 $ 23,726 $ 122,914 $ 1,305,545 Other reconciling items — — 863 (36,872 ) 70,463 $ 1,576,746 $ 361,410 $ 24,589 $ 1,376,008 Year Ended December 31, 2014 December 31, 2014 (in thousands) Net Sales Gross Profit Depreciation & Amortization Adjusted EBITDA Total Assets Geographic divisions $ 1,311,498 $ 295,074 $ 14,906 $ 98,933 $ 487,027 Other reconciling items — — 551 (21,664 ) 101,485 $ 1,311,498 $ 295,074 $ 15,457 $ 588,512 Year Ended December 31, 2013 December 31, 2013 (in thousands) Net Sales Gross Profit Depreciation & Amortization Adjusted EBITDA Total Assets Geographic divisions $ 1,210,156 $ 256,547 $ 13,156 $ 84,457 $ 446,716 Other reconciling items — — 611 (19,706 ) 21,556 $ 1,210,156 $ 256,547 $ 13,767 $ 468,272 Reconciliation to consolidated financial statements: Year Ended December 31, (in thousands) 2015 2014 2013 Income before income taxes $ (14,520 ) $ 28,455 $ 27,928 Interest expense 27,552 27,090 18,786 Depreciation and amortization 24,589 15,457 13,767 Impairment of assets held for sale — 134 73 Merger-related costs 22,993 — — Inventory step-up charges 10,285 — — Non-cash stock compensation expense 2,749 3,410 2,425 Headquarters relocation 3,865 2,054 — Insurance deductible reserve adjustments and casualty fire loss 3,026 669 1,772 Loss portfolio transfer 2,826 — — Acquisition costs and other items 2,677 — — Adjusted EBITDA of other reconciling items 36,872 21,664 19,706 Adjusted EBITDA of geographic divisions reportable segment $ 122,914 $ 98,933 $ 84,457 The Company does not earn revenues or have long-lived assets located in foreign countries. In accordance with the enterprise-wide disclosure requirements of the accounting standard, the Company's net sales from external customers by main product lines are as follows for the years ended December 31, 2015 , 2014 and 2013 : (in thousands) 2015 2014 2013 Structural components $ 249,371 $ 205,036 $ 190,626 Lumber & sheet goods 459,446 428,084 419,436 Millwork, doors & windows 442,675 328,063 278,704 Other building products & services 425,254 350,315 321,390 Total net sales $ 1,576,746 $ 1,311,498 $ 1,210,156 |
Earnings Per Common Share
Earnings Per Common Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Income (loss) per common share | Per Common Share Basic net income (loss) per share (“EPS”) is calculated by dividing net income (loss) attributable to common stockholders by the weighted average shares outstanding during the period. Diluted EPS is calculated by adjusting weighted average shares outstanding for the dilutive effect of potential common shares, determined using the treasury-stock method. For purposes of the diluted EPS calculation, stock options, nonvested stock and restricted stock unit awards are considered to be potential common shares. The basic and diluted EPS calculations for the years ended December 31, 2015 , 2014 and 2013 are presented below: Year Ended December 31, (in thousands, except per share amounts) 2015 2014 2013 (Loss) income attributable to common stockholders $ (4,831 ) $ 94,032 $ 21,655 Weighted average common shares outstanding, basic 41,260 38,828 38,321 Effect of dilutive securities: Restricted stock — 463 544 Weighted average common shares outstanding, diluted 41,260 39,291 38,865 Basic (loss) income per share $ (0.12 ) $ 2.42 $ 0.57 Diluted (loss) income per share $ (0.12 ) $ 2.39 $ 0.56 The following table provides the securities that could potentially dilute basic earnings per share in the future, but were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive: Year Ended December 31, (in thousands) 2015 2014 2013 Stock options 1,228 — — Restricted stock 455 — — Restricted stock units 282 — — |
Unaudited Quarterly Financial D
Unaudited Quarterly Financial Data Unaudited Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Data [Abstract] | |
Unaudited quarterly financial data | Unaudited Quarterly Financial Data The following tables summarize the consolidated quarterly results of operations for 2015 and 2014 : 2015 (in thousands, except per share amounts) First Second Third Fourth Net sales $ 292,826 $ 357,287 $ 416,471 $ 510,162 Gross profit 66,697 83,818 97,101 113,794 Net (loss) income (3,561 ) 2,125 4,047 (7,442 ) Basic (loss) income per share $ (0.09 ) $ 0.05 $ 0.10 $ (0.16 ) Diluted (loss) income per share $ (0.09 ) $ 0.05 $ 0.10 $ (0.16 ) 2014 (in thousands, except per share amounts) First Second Third Fourth Net sales $ 289,716 $ 351,620 $ 358,314 $ 311,848 Gross profit 61,819 79,491 81,642 72,122 Net (loss) income (1,674 ) 84,224 7,532 3,950 Basic (loss) income per share $ (0.04 ) $ 2.17 $ 0.19 $ 0.10 Diluted (loss) income per share $ (0.04 ) $ 2.14 $ 0.19 $ 0.10 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements have been prepared by management in conformity with U.S. GAAP. |
Principles of consolidation | Principles of consolidation The consolidated financial statements include all accounts of BMC Stock Holdings, Inc., and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. |
Use of estimates | se of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company evaluates these estimates and judgments on an ongoing basis and bases its estimates on historical experience, current conditions and various other assumptions that are believed to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. The significant estimates which could change by a material amount in the near term include revenue recognition for construction services, accounts receivable reserves, estimated losses on uncompleted contracts and changes in contract estimates, inventory reserves, supplier rebates, goodwill impairment, impairment of property and equipment, insurance deductible reserves, warranties, share-based compensation and estimates related to purchase accounting. Actual results may differ materially from these estimates under different assumptions or conditions. |
Business and credit concentrations | Business and credit concentrations The Company maintains cash at financial institutions in excess of federally insured limits. Accounts receivable potentially expose the Company to concentrations of credit risk. Mitigating this credit risk is collateral underlying certain accounts receivable (perfected liens or lien rights) as well as the Company’s analysis of a customer’s credit history prior to extending credit. Concentrations of credit risk with respect to accounts receivable are limited due to the Company’s large number of customers and their dispersion across various regions of the United States. At December 31, 2015 and 2014 , no customer represented more than 10% of accounts receivable. For the years ended December 31, 2015 , 2014 and 2013 , no customer represented more than 10% of revenue. The Company’s future results could be adversely affected by a number of factors including competitive pressure on sales and pricing, weather conditions, consumer spending and debt levels, interest rates, existing residential home sales and new home construction, lumber prices and product mix. |
Cash and cash equivalents | Cash and cash equivalents Cash equivalents are highly liquid investments that are readily convertible to known amounts of cash and have a maturity of three months or less from the time of purchase. Book overdrafts occur when purchases on corporate purchasing cards and checks written exceed available bank balances at a specific bank, despite there being cash at the Company's other financial institutions. For accounting purposes, the Company reclassifies these book overdrafts to accounts payable on the consolidated balance sheets. Book overdrafts included in accounts payable were $0.3 million and $3.1 million at December 31, 2015 and 2014, respectively. |
Restricted assets | Restricted assets As of December 31, 2014, the Company had restricted assets of $36.1 million which related to amounts deposited in a separate bank account to collateralize letters of credit related to insurance claims for periods prior to January 2010. During 2015, the Company was able to release these amounts into unrestricted cash as a result of reductions in claims and the transfer of the risk of loss of remaining claims to a reinsurer. |
Fair value of financial instruments | Fair value of financial instruments ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument is categorized based upon the lowest level of input that is significant to the fair value calculation. |
Accounts receivable | Accounts receivable Accounts receivable result from the extending of credit to trade customers for the purchase of goods and services. The terms generally provide for payment within 30 days of being invoiced. On occasion, when necessary to compete in certain circumstances, the Company will sell product under extended payment terms. Accounts receivable are stated at estimated net realizable value. The allowance for doubtful accounts is based on an assessment of individual past due accounts, historical write-off experience, accounts receivable aging, customer disputes and the business environment. Account balances are charged off when the potential for recovery is considered remote. The Company grants trade discounts on a percentage basis. The Company records an allowance against accounts receivable for the amount of discounts it estimates will be taken by customers. The discounts are recorded as a reduction to revenue when products are sold. |
Consideration received from suppliers | Consideration received from suppliers The Company enters into agreements with many of its suppliers providing for inventory purchase rebates (“supplier rebates”) upon achievement of specified volume purchasing levels. Supplier rebates are accrued as part of cost of goods sold based on progress towards earning the supplier rebates, taking into consideration cumulative purchases of inventory to date and projected purchases through the end of the year. The Company estimates the rebates applicable to inventory on-hand at each period end based on the inventory turns of the related items. Total rebates receivable at December 31, 2015 and 2014 are $13.7 million and $7.1 million , respectively, included in prepaid expenses and other current assets. |
Revenue recognition | Revenue recognition The Company recognizes revenue for sales of building products when products are delivered and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is reasonably assured, persuasive evidence of an arrangement exists and the sales price is fixed or determinable. All sales recognized are net of allowances for discounts and estimated returns, based on historical experience. Taxes assessed by governmental authorities that are directly imposed on our revenue-producing transactions are excluded from sales. The percentage-of-completion method is used to recognize revenue for construction services. Periodic estimates of progress towards completion are made based on either a comparison of labor costs incurred to date with total estimated contract labor costs or total costs incurred to date with total estimated contract costs. The percentage-of-completion method requires the use of various estimates, including among others, the extent of progress towards completion, contract revenues and contract completion costs. Contract revenues and contract costs to be recognized are dependent on the accuracy of estimates, including quantities of materials, labor productivity and other cost estimates. The Company has a history of making reasonable estimates of the extent of progress towards completion, contract revenues and contract completion costs. Due to uncertainties inherent in the estimation process, it is possible that actual contract revenues and completion costs may vary from estimates. Revenue recognized using the percentage-of-completion method for the years ended December 31, 2015, 2014 and 2013 represented approximately 92% , 94% and 95% of the total revenue for construction services for the respective periods. Estimated losses on uncompleted contracts and changes in contract estimates reflect the Company's best estimate of probable losses of unbilled receivables, and are recognized in the period such revisions are known and can be reasonably estimated . These estimates are recognized in cost of sales. Estimated losses on uncompleted contracts and changes in contract estimates are established by assessing estimated costs to complete, change orders and claims for uncompleted contracts. Assumptions for estimated costs to complete include material prices, labor costs, labor productivity and contract claims. Such estimates are inherently uncertain and therefore it is possible that actual completion costs may vary from these estimates. |
Shipping and handling costs | Shipping and handling costs The Company includes shipping and handling costs in selling, general and administrative expenses on the consolidated statements of operations. Shipping and handling costs were $81.6 million , $60.3 million and $52.2 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. |
Property and equipment | Property and equipment Property and equipment are stated at cost. Expenditures for renewals and betterments, which extend the useful lives of assets, are capitalized while maintenance and repairs are charged to expense as incurred. Property and equipment obtained through acquisition are stated at estimated fair market value as of the acquisition date, and are depreciated over their estimated remaining useful lives, which may differ from our stated policies for certain assets. Gains and losses related to the sale of property and equipment are recorded as selling, general and administrative expenses. Property and equipment are depreciated using the straight-line method and are generally depreciated over the following estimated service lives: Buildings and improvements 10–30 years Leasehold improvements Lesser of life of the asset or remaining lease term, and not to exceed 15 years Furniture, fixtures and equipment 2–10 years Vehicles 4–10 years Property and equipment that is expected to be sold within the next twelve months, is actively marketed in its current condition for a price that is reasonable in comparison to its estimated fair value and meets other relevant held-for-sale criteria are classified as assets held for sale. Assets held for sale are measured at the lower of carrying amount or fair value less costs to sell and are no longer depreciated. An impairment for assets held for sale is recognized if the carrying amount is not recoverable. Due to lack of materiality, assets held for sale were not presented separately and were classified as other long-term assets in the consolidated balance sheets and were $0 and $0.7 million at December 31, 2015 and 2014, respectively. |
Goodwill and other intangible assets | Goodwill and other intangible assets At least annually, or more frequently as changes in circumstances indicate, the Company tests goodwill for impairment. To the extent that the carrying value of the net assets of any of the reporting units having goodwill is greater than their estimated fair value, the Company may be required to record impairment charges. We have determined that our reporting units are equivalent to our six operating segments, which are the Mid-Atlantic, Southeast, Texas, Intermountain, Western and Mountain West divisions. The Company is required to make certain assumptions and estimates regarding the fair value of the reporting units containing goodwill when assessing for impairment. Changes in the fact patterns underlying such assumptions and estimates could ultimately result in the recognition of additional impairment losses. We complete our annual impairment assessment during the third quarter of each year. We did not recognize any impairment for the years ended December 31, 2015, 2014 and 2013. We may consider qualitative factors as part of our annual impairment assessment to determine whether it is more likely than not that a reporting unit's carrying value exceeds its fair value. If our qualitative assessment indicates that goodwill impairment is more likely than not, we perform the two-step impairment test. Alternatively, we may bypass the qualitative test and initiate goodwill impairment testing with the first step of the two-step goodwill impairment test. During the first step of the goodwill impairment test, the fair value of the reporting unit is compared to its carrying value, including goodwill. We may derive a reporting unit's fair value through a combination of the market approach (a guideline transaction method) and the income approach. The income approach uses a reporting unit’s projection of estimated future cash flows that is discounted at a market derived weighted average cost of capital. The projection uses management’s best estimates of economic and market conditions over the projected period including growth rates in sales, costs, estimates of future expected changes in operating margins and cash expenditures. If the fair value of a reporting unit exceeds its carrying value, then we conclude no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, we perform the second step of the goodwill impairment test to measure possible goodwill impairment loss. During the second step, the implied fair value of the reporting unit's goodwill is compared to the carrying value of its goodwill. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of the goodwill, we would recognize an impairment loss in an amount equal to the excess, not to exceed the carrying value of the reporting unit's goodwill. Acquired intangible assets other than goodwill are amortized over their weighted average amortization period unless they are determined to be indefinite. Acquired intangible assets are carried at cost, less accumulated amortization. For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish the carrying value. The fair value of acquired intangible assets is determined using common valuation techniques, and the Company employs assumptions developed using the perspective of a market participant. |
Impairment of long-lived assets | Impairment of long-lived assets Long-lived assets, such as property, equipment and purchased intangible assets subject to amortization, are reviewed for impairment whenever facts and circumstances indicate that the carrying amount of an asset may not be recoverable. For impairment testing of long-lived assets, the Company identifies asset groups at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the assets. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. |
Income taxes | Income taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes ("ASC 740"), which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statement and tax basis of assets and liabilities existing at each balance sheet date using enacted tax rates for years in which taxes are expected to be paid or recovered. The Company evaluates its deferred tax assets on a quarterly basis to determine whether a valuation allowance is required. In accordance with ASC 740, the Company assesses whether a valuation allowance should be established based on its determination of whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends primarily on: (i) the Company's ability to carry back net operating losses to tax years where it has previously paid income taxes based on applicable federal law; (ii) the timing of the reversal of deferred tax liabilities; and (iii) the Company's ability to generate future taxable income during the periods in which the related deferred tax assets are deductible. The assessment of a valuation allowance includes giving appropriate consideration to all positive and negative evidence related to the realization of the deferred tax asset. This assessment considers, among other things, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company's experience with operating loss and tax credit carryforwards not expiring unused and tax planning alternatives. Significant judgment is required in determining the future tax consequences of events that have been recognized in the Company's consolidated financial statements and/or tax returns. Actual outcomes of these future tax consequences could differ materially from the outcomes that the Company currently anticipates. ASC 740 defines the methodology for recognizing the benefits of uncertain tax return positions as well as guidance regarding the measurement of the resulting tax benefits. These provisions require an enterprise to recognize the financial statement effects of a tax position when it is more likely than not, which is defined as a likelihood of more than 50%, based on technical merits, that the position will be sustained upon examination. The evaluation of whether a tax position meets the more likely than not recognition threshold requires a substantial degree of judgment by management based on the individual facts and circumstances. Actual results could differ from estimates. The Company recognized a liability of $3.0 million and $0.0 million for uncertain tax positions as of December 31, 2015 and 2014, respectively, which is included in income taxes receivable on the consolidated balance sheets. The Company’s policy is to recognize interest and penalties related to income tax liabilities and unrecognized tax benefits in income tax expense. |
Casualty and health insurance | Casualty and health insurance The Company carries insurance for general liability, auto liability and workers' compensation exposures subject to deductibles or self-insured retentions it believes to be reasonable under the circumstances, and the Company self-insures for employee and eligible dependent health care claims, with insurance purchased from independent carriers to cover individual claims in excess of the self-insured limits. The expected liability for unpaid claims, including incurred but not reported losses, is reflected on the consolidated balance sheets as a liability with current and long-term components. The amount recoverable from insurance providers is reflected on the consolidated balance sheets in prepaid expenses and other current assets. Provisions for losses are developed from actuarial valuations that rely upon the Company’s past claims experience, which considers both the frequency and settlement of claims. The casualty and health insurance liabilities are recorded at their undiscounted value. In January 2015, the Company entered into a retroactive reinsurance contract to transfer the risk of loss of certain insurance deductible reserves for workers’ compensation claims incurred from 2006 to 2011 to a reinsurer. As a part of the contract, the Company paid $11.1 million to the reinsurer to assume $8.3 million of insurance deductible reserves. The $2.8 million difference between the amount paid to the reinsurer and the reserves transferred was recorded in selling, general and administrative expenses on the consolidated statement of operations for the year ended December 31, 2015. Pursuant to the reinsurance contract, the reinsurer is obligated to pay an aggregate maximum of $17.5 million for these claims with any excess borne by the Company. The Company maintains the insurance deductible reserves related to these claims as a liability on its consolidated balance sheet with an offsetting reinsurance receivable, which includes current and long-term components. As of December 31, 2015, the carrying value of the insurance deductible reserves related to these claims and the offsetting reinsurance receivable was $6.4 million . Changes in these claims are recorded as an increase or decrease in the insurance deductible reserves and corresponding increase or decrease in the reinsurance receivable. Additionally, the Company monitors the financial condition of the reinsurer to minimize its exposure to significant losses from reinsurer insolvency. |
Retirement savings program | Retirement savings program The Company sponsors a defined contribution retirement savings plan. The Company has recorded expense of $2.4 million , $1.6 million and $0.3 million related to employer contributions for the years ended December 31, 2015 , 2014 and 2013 , respectively, which is included in selling, general and administrative expenses on the consolidated statements of operations. |
Lease obligations | Lease obligations The Company recognizes lease obligations with fixed escalations of rental payments on a straight-line basis over the lease term, with the amount of rental expense in excess of lease payments recorded as a deferred rent liability. As of December 31, 2015 and 2014 , the Company had a deferred rent liability of $0.8 million and less than $0.1 million , respectively, included in accrued expenses and other liabilities and other long-term liabilities on the consolidated balance sheets. |
Advertising and promotion | Advertising and promotion Costs associated with advertising and promoting products and services are expensed in the period incurred. Cooperative advertising allowances that are reimbursement of specific, incremental and identifiable costs incurred to promote vendors' products are recorded as an offset against advertising expenses in selling, general and administrative expenses. If those conditions are not met, the cooperative advertising allowances are recorded as reduction in inventory and a subsequent reduction in cost of goods sold when the related product is sold. Advertising and promotion expenses recorded in selling, general and administrative expenses, net of cooperative advertising allowances, were not significant for the years ended December 31, 2015, 2014 and 2013. |
Stock-based compensation | Stock-based compensation In accordance with the requirements of ASC 718, Compensation—Stock Compensation (“ASC 718”), the Company measures and recognizes compensation expense for all share-based payment awards made to employees using a fair value based pricing model. The compensation expense is recognized over the requisite service period. |
Restructuring and related expenses | Restructuring and related expenses The Company accounts for costs associated with exit or disposal in accordance with ASC 420, Exit or Disposal Cost Obligations (“ASC 420”), which requires that: (i) liabilities associated with exit and disposal activities be measured at fair value; (ii) one-time termination benefits be expensed at the date the entity notifies the employee, unless the employee must provide future service, in which case the benefits are expensed ratably over the future service period; (iii) liabilities related to an operating lease/contract be recognized and measured at its fair value when the contract does not have any future economic benefit to the entity (i.e., the entity ceases to utilize the rights conveyed by the contract); and (iv) for typically all other costs related to an exit or disposal activity to be expensed as incurred. |
Debt issuance costs | Debt issuance costs Costs incurred in connection with the Company’s Credit Agreement and Senior Notes are capitalized and amortized over the term of the agreement. Total debt issuance costs, net of accumulated amortization, were $9.5 million and $8.2 million as of December 31, 2015 and 2014 , respectively. Amortization of debt issuance costs for the years ended December 31, 2015 , 2014 and 2013 was $2.5 million , $2.3 million and $1.3 million , respectively, and is included in interest expense on the consolidated statements of operations. |
Derivatives | Derivatives The Company recognizes all derivative instruments as assets or liabilities in the Company’s balance sheets at fair value. Changes in the fair value of derivative instruments that are not designated as hedges or that do not meet the hedge accounting criteria are reported in earnings. The Company elected not to designate any new derivative instruments as hedges for the years 2015 , 2014 or 2013 , and therefore all changes in the fair market value of the hedge contracts have been reported in cost of goods sold on the consolidated statements of operations. The Company does not enter into any derivatives for speculative or trading purposes; all derivatives are used to offset existing or expected risks associated with fluctuations in interest rates or commodities. |
Warranty expense | Warranty expense The Company has warranty obligations with respect to most manufactured products. As of December 31, 2015 and 2014 , the Company had warranty liabilities of $1.8 million and $1.5 million , respectively, included in accrued expenses and other liabilities on the consolidated balance sheets. |
Headquarters relocation | Headquarters relocation In May 2014, BMC announced a plan to relocate its headquarters from Boise, Idaho to Atlanta, Georgia. The relocation will occur in phases, and is expected to be substantially complete no later than December 2016. The Company incurred relocation costs, including employee retention, severance, recruiting, relocation and professional fees, of $3.9 million and $2.1 million during the years ended December 31, 2015 and 2014, respectively. These expenses are recognized in selling, general and administrative expenses on the consolidated statements of operations. |
Comprehensive income (loss) | Comprehensive (loss) income Comprehensive (loss) income is equal to the net (loss) income for all periods presented. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 provides a comprehensive revenue recognition model requiring companies to recognize revenue for the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In July 2015, the FASB voted to defer the effective date of ASU 2014-09 by one year, and therefore the standard is effective for the Company’s annual and interim periods beginning on January 1, 2018. Early application is permitted, but only for the Company’s annual and interim periods beginning on January 1, 2017. The guidance permits the use of either a retrospective or cumulative effect transition method. We have not yet selected a transition method and are evaluating the impact of the standard on our financial statements. In April 2015, the FASB issued Accounting Standards Update No. 2015-05, Customer's Accounting for Fees Paid in a Cloud Computing Arrangement ("ASU 2015-05"). ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer's accounting for service contracts. ASU 2015-05 is effective for the Company’s annual and interim periods beginning on January 1, 2016. Early adoption is permitted. We are evaluating the impact of the standard on our financial statements. In July 2015, the FASB issued Accounting Standards Update No. 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”). ASU 2015-11 requires that inventory within the scope of the guidance be measured at the lower of cost and net realizable value. Prior to the issuance of the standard, inventory was measured at the lower of cost or market, where market was defined as replacement cost, with a ceiling of net realizable value and floor of net realizable value less a normal profit margin. Inventory measured using last-in, first-out (LIFO) and the retail inventory method are not impacted by the new guidance. Prospective application is required and early adoption is permitted. ASU 2015-11 is effective for the Company’s annual and interim periods beginning on January 1, 2017. We are evaluating the impact of the standard on our financial statements. In August 2015, the FASB issued Accounting Standards Update No. 2015-15, Interest - Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (“ASU 2015-15”). ASU 2015-15 clarifies the treatment of debt issuance costs for line-of-credit arrangements, which was not addressed in Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs. ASU 2015-15 clarifies that the SEC staff would not object to an entity deferring and presenting debt issuance costs related to a line-of-credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of such arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU 2015-15 is effective for the Company’s annual and interim periods beginning on January 1, 2016. Early adoption is permitted. We are evaluating the impact of the standard on our financial statements. In September 2015, the FASB issued Accounting Standards Update No. 2015-16, Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”). ASU 2015-16 requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, including the cumulative effect of the change in provisional amount as if the accounting had been completed at the acquisition date. The adjustments related to previous reporting periods since the acquisition date must be disclosed by income statement line item either on the face of the income statement or in the notes. Prospective application is required. The Company early adopted ASU 2015-16 during the fourth quarter of 2015. In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"), which requires management to classify all deferred tax liabilities and assets by jurisdiction as non-current on the balance sheet instead of separating deferred taxes into current and non-current amounts. The standard can be applied either prospectively or retrospectively to all periods presented. ASU 2015-17 is effective for the Company's annual and interim periods beginning on January 1, 2018. The Company elected to early adopt this standard during the fourth quarter of 2015, and elected to apply the retrospective approach. Accordingly, we have reclassified $8.7 million of current deferred tax assets to long-term on our consolidated balance sheet as of December 31, 2014. In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases ("ASU 2016-02"). The new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for the Company's annual and interim periods beginning on January 1, 2019. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are evaluating the impact of the standard on our financial statements. |
Reclassifications | Reclassifications In addition to the reclassification related to ASU 2015-17 as discussed in "Recently Issued Accounting Pronouncements" above, certain other amounts in prior years have been reclassified to conform to the current year presentation. These include the following: • $7.1 million of vendor rebate and marketing receivables, which were previously included in "Receivables, net of allowances" on the consolidated balance sheet as of December 31, 2014, were reclassified to "Prepaid expenses and other current assets." • $2.8 million of cash advances from customers, which were previously included in "Accounts payable" on the consolidated balance sheet as of December 31, 2014, were reclassified to "Accrued expenses and other liabilities." • $19.8 million of accrued compensation, which was previously shown separately as a line called "Accrued compensation" on the consolidated balance sheet as of December 31, 2014, was reclassified to "Accrued expenses and other liabilities." In prior years, the Company included changes in book overdrafts as a financing activity on its consolidated statements of cash flows. Book overdrafts relate primarily to checks issued that have not been presented for payment to the bank, and are classified in accounts payable on the consolidated balance sheets. The Company has reclassified changes in book overdrafts for the years ended December 31, 2014 and 2013 from a financing activity to an operating activity to conform to the current year presentation. The effect of this reclassification on net cash flows from operating and financing activities as previously presented on the consolidated statements of cash flows for the years ended December 31, 2014 and 2013 is as follows: Year ended December 31, 2014, as previously presented Reclassification amount Year ended December 31, 2014, as reclassified Year ended December 31, 2013, as previously presented Reclassification amount Year ended December 31, 2013, as reclassified Net cash provided by operating activities $ 27,681 $ 3,051 $ 30,732 $ 21,154 $ (5,797 ) $ 15,357 Net cash provided by (used in) financing activities 2,627 (3,051 ) (424 ) 90,301 5,797 96,098 |
Acquisitions Acquisitions (Poli
Acquisitions Acquisitions (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Mergers and acquisitions | For all acquisitions, we allocate the purchase price to assets acquired and liabilities assumed as of the date of acquisition based on the estimated fair values at the date of acquisition. The excess of the fair value of the purchase consideration over the fair values of the identifiable assets and liabilities is recorded as goodwill. Management makes significant estimates and assumptions when determining the fair value of assets acquired and liabilities assumed. These estimates include, but are not limited to, discount rates, projected future net sales, projected future expected cash flows and useful lives. When necessary, we will engage third-party valuation firms to assist us in determining fair values of acquired assets and assumed liabilities. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Estimated Useful Lives [Table Text Block] | Property and equipment are depreciated using the straight-line method and are generally depreciated over the following estimated service lives: Buildings and improvements 10–30 years Leasehold improvements Lesser of life of the asset or remaining lease term, and not to exceed 15 years Furniture, fixtures and equipment 2–10 years Vehicles 4–10 years |
Prior Period Adjustments [Table Text Block] | The effect of this reclassification on net cash flows from operating and financing activities as previously presented on the consolidated statements of cash flows for the years ended December 31, 2014 and 2013 is as follows: Year ended December 31, 2014, as previously presented Reclassification amount Year ended December 31, 2014, as reclassified Year ended December 31, 2013, as previously presented Reclassification amount Year ended December 31, 2013, as reclassified Net cash provided by operating activities $ 27,681 $ 3,051 $ 30,732 $ 21,154 $ (5,797 ) $ 15,357 Net cash provided by (used in) financing activities 2,627 (3,051 ) (424 ) 90,301 5,797 96,098 |
Acquisitions Acquisitions (Tabl
Acquisitions Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Acquisition [Line Items] | |
Unaudited pro forma financial information | Unaudited pro forma financial information is as follows: Pro Forma Year Ended December 31, (in thousands) 2015 2014 Net sales $ 2,890,163 $ 2,819,398 Net income 15,098 56,710 Basic net income per share 0.23 0.87 Diluted net income per share 0.23 0.86 |
SBS [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The calculation of consideration transferred is as follows: (in thousands, except share and per share data) Number of SBS shares outstanding on the closing date of the Merger 26,186,111 SBS common stock price per share on the closing date of the Merger $ 16.99 Deemed (for accounting purposes only) issuance of BMC stock to SBS shareholders 444,902 Fair value of SBS equity awards 8,488 Total consideration transferred $ 453,390 The preliminary allocated fair values of acquired assets and assumed liabilities is summarized as follows: (in thousands) Cash and cash equivalents $ 6,342 Accounts receivable 124,526 Inventories 115,888 Other current assets 26,314 Property and equipment 126,057 Customer relationships 129,800 Trademarks 4,500 Non-compete agreements 6,112 Favorable lease agreements 5,050 Other long-term assets 1,302 Accounts payable (77,062 ) Accrued expenses and other liabilities (40,652 ) Unfavorable lease agreements (4,550 ) Current portion of capital lease obligations (3,275 ) Other current liabilities (6,664 ) Long-term debt (67,713 ) Deferred income taxes (75,006 ) Long-term portion of capital lease obligations (11,612 ) Other long-term liabilities (5,666 ) Identifiable net assets acquired 253,691 Goodwill 199,699 Total net assets acquired $ 453,390 |
RBI [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The allocated fair values of acquired assets and assumed liabilities is summarized as follows: (in thousands) Accounts receivable $ 8,343 Inventories 6,702 Prepaid expenses and other current assets 122 Property and equipment 5,524 Customer relationships 39,900 Non-compete agreements 400 Accounts payable and other accrued liabilities (3,182 ) Identifiable net assets acquired 57,809 Goodwill 44,541 Total net assets acquired $ 102,350 |
VNS [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The allocated fair values of acquired assets and assumed liabilities is summarized as follows: (in thousands) Cash $ 2,344 Accounts receivable 19,594 Inventories 10,665 Prepaid expenses and other current assets 952 Property and equipment 11,643 Customer relationships 10,000 Trademarks 850 Other long-term assets 59 Accounts payable (7,464 ) Accrued payable and other accrued liabilities (4,087 ) Deferred taxes (4,364 ) Identifiable net assets acquired 40,192 Goodwill 9,287 Total net assets acquired $ 49,479 |
Accounts Receivable Accounts 28
Accounts Receivable Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Accounts receivable consist of the following at December 31, 2015 and 2014 : (in thousands) 2015 2014 Trade receivables $ 311,932 $ 128,672 Allowance for doubtful accounts (2,357 ) (1,560 ) Other allowances (6,399 ) (460 ) $ 303,176 $ 126,652 |
Allowance for Credit Losses on Financing Receivables [Table Text Block] | The following table shows the changes in our allowance for doubtful accounts: (in thousands) 2015 2014 2013 Balance at January 1 $ 1,560 $ 1,259 $ 1,722 Write-offs (558 ) (488 ) (342 ) Recoveries 236 139 116 Increase (decrease) in allowance 1,119 650 (237 ) Balance at December 31 $ 2,357 $ 1,560 $ 1,259 |
Property and Equipment Proper29
Property and Equipment Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consists of the following at December 31, 2015 and 2014 : (in thousands) 2015 2014 Land $ 58,757 $ 39,284 Buildings and improvements 90,429 61,451 Leasehold improvements 10,934 1,486 Furniture, fixtures and equipment 115,861 50,251 Vehicles 87,307 44,819 Construction-in-progress 16,349 8,478 379,637 205,769 Less: Accumulated depreciation (83,659 ) (65,334 ) $ 295,978 $ 140,435 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in goodwill | Goodwill The carrying value of goodwill was $1.1 million as of December 31, 2013. There was no goodwill activity for the year ended December 31, 2014. The following table details the goodwill activity for the years ended December 31, 2015, 2014 and 2013: (in thousands) December 31, 2012 $ — Acquisition of Western Building Supply 1,137 December 31, 2013 and 2014 1,137 Acquisition of VNS Corporation 9,287 Acquisition of Robert Bowden, Inc. 44,541 Merger with Stock Building Supply Holdings, Inc. 199,699 December 31, 2015 $ 254,664 |
Finite-lived Intangible Assets Amortization Expense [Table Text Block] | The following table provides the gross carrying amount and related accumulated amortization of definite-lived intangible assets. Trademarks Customer Relationships Non-Compete Agreements Gross Gross Gross Carrying Accumulated Carrying Accumulated Carrying Accumulated (in thousands) Amount Amortization Amount Amortization Amount Amortization Total December 31, 2014 $ — $ — $ — $ — $ — $ — $ — Acquisition of VNS 850 — 10,000 — — — 10,850 Acquisition of RBI — — 39,900 — 400 — 40,300 Acquisition of SBS 4,500 — 129,800 — 6,112 — 140,412 Amortization — (408 ) — (2,664 ) — (554 ) (3,626 ) December 31, 2015 $ 5,350 $ (408 ) $ 179,700 $ (2,664 ) $ 6,512 $ (554 ) $ 187,936 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Based upon current assumptions, the Company expects that its definite-lived intangible assets will be amortized according to the following schedule: (in thousands) 2016 $ 20,506 2017 14,632 2018 13,629 2019 12,957 2020 12,957 Thereafter 113,255 $ 187,936 |
Accrued Expenses and Other Li31
Accrued Expenses and Other Liabilities Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities and Other Current Liabilities | Accrued expenses and other liabilities consists of the following at December 31, 2015 and 2014 : (in thousands) 2015 2014 Accrued payroll and other employee related expenses $ 42,776 $ 19,780 Accrued taxes 19,744 8,996 Advances from customers 10,133 2,830 Accrued lending fees 2,520 — Accrued professional fees 2,442 399 Accrued rebates payable 1,840 1,439 Accrued warranty reserve 1,762 1,452 Unfavorable leases 789 — Other 9,882 5,290 $ 91,888 $ 40,186 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt [Table Text Block] | Scheduled maturities of long-term debt were as follows: (in thousands) 2016 $ 2,777 2017 1,970 2018 403,504 2019 146 2020 115 Thereafter 14 $ 408,526 |
Schedule of Debt [Table Text Block] | Long-term debt as of December 31, 2015 and 2014 consists of the following: (in thousands) December 31, 2015 December 31, 2014 Revolving credit agreement $ 152,260 $ — Senior secured notes 250,000 250,000 Other 6,266 9,856 408,526 259,856 Unamortized original issue discount (664 ) (907 ) 407,862 258,949 Less: Current portion of long-term debt 2,777 3,661 $ 405,085 $ 255,288 |
Other Long-term Liabilities O33
Other Long-term Liabilities Other Long-term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Liabilities, Noncurrent [Abstract] | |
Other Noncurrent Liabilities [Table Text Block] | Other long-term liabilities consists of the following at December 31, 2015 and 2014 : (in thousands) 2015 2014 Unfavorable leases $ 3,696 $ — Long-term severance reserve 1,986 — Long-term deferred rent 774 22 Other 378 — $ 6,834 $ 22 |
Income Taxes Income Taxes (Tabl
Income Taxes Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax Expense (Benefit) [Table Text Block] | The components of income tax (benefit) expense for the years ended December, 31 2015 , 2014 and 2013 are as follows: (in thousands) 2015 2014 2013 Current Federal $ (4,202 ) $ 3,765 $ 5,358 State 405 1,150 915 (3,797 ) 4,915 6,273 Deferred Federal (4,176 ) (69,281 ) — State (1,716 ) (1,211 ) — (5,892 ) (70,492 ) — $ (9,689 ) $ (65,577 ) $ 6,273 |
Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of differences between the statutory U.S. federal income tax rate of 35% and the Company’s effective tax rate from continuing operations for the years ended December 31, 2015 , 2014 , and 2013 follows: 2015 2014 2013 Federal statutory rate 35.0 % 35.0 % 35.0 % State taxes, net of federal tax 1.7 4.1 4.4 Nondeductible capitalized transaction costs (16.2 ) — — Nondeductible (permanent) items (3.0 ) 0.6 0.7 Changes in tax rates (6.2 ) — — Changes related to IRC section 382 limitations 55.5 — 17.6 Other items (0.1 ) (2.6 ) (1.6 ) Valuation allowance — (267.6 ) (33.6 ) Effective tax rate 66.7 % (230.5 )% 22.5 % |
Components of Deferred Tax Assets and Liabilities [Table Text Block] | Significant components of the Company’s deferred tax assets and liabilities are as follows at December 31, 2015 and 2014 : (in thousands) 2015 2014 Deferred tax assets related to: Accounts receivable $ 3,780 $ 753 Inventory 4,725 1,667 Goodwill and intangibles — 22,932 Accrued compensation 5,462 1,555 Insurance deductible reserves 14,186 13,496 Stock-based compensation 2,759 1,240 Restructuring reserves 4,008 — Other accrued liabilities 918 821 Federal net operating loss carryforward 32,361 30,480 State net operating loss carryforward 5,036 1,211 Other 283 404 73,518 74,559 Valuation allowance (126 ) — Total deferred tax assets 73,392 74,559 Deferred tax liabilities related to: Goodwill and intangibles (32,452 ) (33 ) Property and equipment (42,261 ) (2,941 ) Other assets (1,700 ) (1,093 ) Total deferred tax liabilities (76,413 ) (4,067 ) Net deferred tax (liability) asset $ (3,021 ) $ 70,492 |
Valuation Allowance Roll Forward [Table Text Block] | The following table shows the changes in the amount of the Company’s valuation allowance: (in thousands) 2015 2014 2013 Balance at January 1, $ — $ 75,248 $ 84,629 Additions charged to expense — — — Additions charged to Goodwill/Purchase Accounting 126 — — Deductions - other — (75,248 ) (9,381 ) Balance at December 31, $ 126 $ — $ 75,248 |
Unrecognized Tax Benefits Roll Forward [Table Text Block] | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits (exclusive of the effect of interest and penalties) is as follows: (in thousands) 2015 2014 Balance at January 1, $ — $ — Tax positions taken in prior periods: Gross increases — — Gross decreases — — Tax positions taken in current period: Gross increases 3,224 — Settlements with taxing authorities — — Lapse of applicable statute of limitations — — Balance at December 31, $ 3,224 $ — |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule Of Future Minimum Lease Payments [Table Text Block] | Future minimum lease payments under noncancellable operating leases (with initial or remaining lease terms in excess of one year) and future minimum capital lease payments as of December 31, 2015 are as follows. (in thousands) Capital Operating 2016 $ 8,270 $ 27,483 2017 6,772 22,771 2018 3,936 19,131 2019 2,636 16,397 2020 1,892 11,062 Thereafter 2,929 40,952 26,436 $ 137,796 (a) Less: Amounts representing interest (2,589 ) Total obligation under capital leases 23,847 Less: Current portion of capital lease obligation (7,352 ) Long term capital lease obligation $ 16,495 (a) Minimum operating lease payments have not been reduced by minimum sublease rentals of $0.5 million due in the future under noncancelable subleases. |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of expenses related to share-based payments | The following table highlights stock based compensation for the years ended December 31, 2015 , 2014 and 2013 : (in thousands) 2015 2014 2013 Stock options $ 42 $ — $ — Restricted stock 2,607 3,410 2,425 Restricted stock units 100 — — Stock based compensation $ 2,749 $ 3,410 $ 2,425 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Expected dividend yield 0 % Expected volatility factor (a) 44 % Risk-free interest rate (b) 2 % Expected term (in years) (c) 6.0 (a) The volatility factor was based on the average volatilities of similar public entities. (b) The risk-free interest rate was based on the U.S. Treasury yield at the time of grant. (c) The expected term was derived utilizing the "simplified method" in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 110, which uses the mid-point between the vesting date and the expiration date of the award. We believe use of this approach is appropriate given the lack of prior history of option exercises upon which to base an expected term. |
Schedule of Share-based Compensation, Activity [Table Text Block] | The following is a summary of restricted stock and restricted stock unit activity: Restricted Stock Restricted Stock Units Number of Shares Outstanding (in thousands) Weighted Average Grant Date Fair Value Number of Units Outstanding (in thousands) Weighted Average Grant Date Fair Value December 31, 2012 1,748 $ 2.01 — $ — Granted 565 10.19 — — Vested (1,420 ) 1.99 — — Forfeited — — — — December 31, 2013 893 7.25 — — Granted 264 11.66 — — Vested (408 ) 4.95 — — Forfeited (43 ) 8.97 — — December 31, 2014 706 10.15 — — Legacy SBS restricted stock units assumed — — 318 16.99 Granted 206 17.15 — — Vested (279 ) 9.07 — — Forfeited (178 ) 11.37 (36 ) 16.99 December 31, 2015 455 $ 13.51 282 $ 16.99 |
Schedule of stock options | The following is a summary of stock option award activity. No stock options were granted by Legacy BMC during any periods prior to the Merger. Number of Options (in thousands) Weighted Average Exercise Price Contractual Term (in years) Intrinsic Value (in thousands) Outstanding at December 31, 2014 — $ — Legacy SBS stock options assumed 1,229 14.18 Granted — — Exercised — — Forfeited (1 ) 17.04 Expired — — Outstanding at December 31, 2015 1,228 $ 14.17 7.9 $ 4,470 Exercisable at December 31, 2015 992 $ 13.49 7.5 $ 4,470 Vested and expected to vest at December 31, 2015 1,184 $ 14.07 7.9 $ 4,470 |
Schedule of Unrecognized Compensation Cost, Nonvested Awards [Table Text Block] | The following table summarizes the Company’s total unrecognized compensation cost related to equity based compensation as of December 31, 2015 : (in thousands, except period data) Unrecognized Compensation Cost Weighted Average Remaining Period of Expense Recognition (in years) Stock options $ 1,687 2.8 Restricted stock 2,737 1.2 Restricted stock units 4,582 2.8 $ 9,006 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of net sales, adjusted EBITDA and certain other measures by reportable segment | The following tables present Net sales, Adjusted EBITDA and certain other performance measures for the reportable segment and total company operations for the periods indicated. Year Ended December 31, 2015 December 31, 2015 (in thousands) Net Sales Gross Profit Depreciation & Amortization Adjusted EBITDA Total Assets Geographic divisions $ 1,576,746 $ 361,410 $ 23,726 $ 122,914 $ 1,305,545 Other reconciling items — — 863 (36,872 ) 70,463 $ 1,576,746 $ 361,410 $ 24,589 $ 1,376,008 Year Ended December 31, 2014 December 31, 2014 (in thousands) Net Sales Gross Profit Depreciation & Amortization Adjusted EBITDA Total Assets Geographic divisions $ 1,311,498 $ 295,074 $ 14,906 $ 98,933 $ 487,027 Other reconciling items — — 551 (21,664 ) 101,485 $ 1,311,498 $ 295,074 $ 15,457 $ 588,512 Year Ended December 31, 2013 December 31, 2013 (in thousands) Net Sales Gross Profit Depreciation & Amortization Adjusted EBITDA Total Assets Geographic divisions $ 1,210,156 $ 256,547 $ 13,156 $ 84,457 $ 446,716 Other reconciling items — — 611 (19,706 ) 21,556 $ 1,210,156 $ 256,547 $ 13,767 $ 468,272 |
Reconciliation to consolidated financial statements: | Reconciliation to consolidated financial statements: Year Ended December 31, (in thousands) 2015 2014 2013 Income before income taxes $ (14,520 ) $ 28,455 $ 27,928 Interest expense 27,552 27,090 18,786 Depreciation and amortization 24,589 15,457 13,767 Impairment of assets held for sale — 134 73 Merger-related costs 22,993 — — Inventory step-up charges 10,285 — — Non-cash stock compensation expense 2,749 3,410 2,425 Headquarters relocation 3,865 2,054 — Insurance deductible reserve adjustments and casualty fire loss 3,026 669 1,772 Loss portfolio transfer 2,826 — — Acquisition costs and other items 2,677 — — Adjusted EBITDA of other reconciling items 36,872 21,664 19,706 Adjusted EBITDA of geographic divisions reportable segment $ 122,914 $ 98,933 $ 84,457 |
Revenue from External Customers by Products and Services [Table Text Block] | In accordance with the enterprise-wide disclosure requirements of the accounting standard, the Company's net sales from external customers by main product lines are as follows for the years ended December 31, 2015 , 2014 and 2013 : (in thousands) 2015 2014 2013 Structural components $ 249,371 $ 205,036 $ 190,626 Lumber & sheet goods 459,446 428,084 419,436 Millwork, doors & windows 442,675 328,063 278,704 Other building products & services 425,254 350,315 321,390 Total net sales $ 1,576,746 $ 1,311,498 $ 1,210,156 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted EPS calculations | The basic and diluted EPS calculations for the years ended December 31, 2015 , 2014 and 2013 are presented below: Year Ended December 31, (in thousands, except per share amounts) 2015 2014 2013 (Loss) income attributable to common stockholders $ (4,831 ) $ 94,032 $ 21,655 Weighted average common shares outstanding, basic 41,260 38,828 38,321 Effect of dilutive securities: Restricted stock — 463 544 Weighted average common shares outstanding, diluted 41,260 39,291 38,865 Basic (loss) income per share $ (0.12 ) $ 2.42 $ 0.57 Diluted (loss) income per share $ (0.12 ) $ 2.39 $ 0.56 |
Schedule of anti-dilutive securities excluded from computation of earnings per share | The following table provides the securities that could potentially dilute basic earnings per share in the future, but were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive: Year Ended December 31, (in thousands) 2015 2014 2013 Stock options 1,228 — — Restricted stock 455 — — Restricted stock units 282 — — |
Unaudited Quarterly Financial39
Unaudited Quarterly Financial Data Unaudited Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Data [Abstract] | |
Schedule of Quarterly Financial Information [Table Text Block] | The following tables summarize the consolidated quarterly results of operations for 2015 and 2014 : 2015 (in thousands, except per share amounts) First Second Third Fourth Net sales $ 292,826 $ 357,287 $ 416,471 $ 510,162 Gross profit 66,697 83,818 97,101 113,794 Net (loss) income (3,561 ) 2,125 4,047 (7,442 ) Basic (loss) income per share $ (0.09 ) $ 0.05 $ 0.10 $ (0.16 ) Diluted (loss) income per share $ (0.09 ) $ 0.05 $ 0.10 $ (0.16 ) 2014 (in thousands, except per share amounts) First Second Third Fourth Net sales $ 289,716 $ 351,620 $ 358,314 $ 311,848 Gross profit 61,819 79,491 81,642 72,122 Net (loss) income (1,674 ) 84,224 7,532 3,950 Basic (loss) income per share $ (0.04 ) $ 2.17 $ 0.19 $ 0.10 Diluted (loss) income per share $ (0.04 ) $ 2.14 $ 0.19 $ 0.10 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Useful Lives) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Property, Plant and Equipment [Line Items] | |
Reinsurance Receivables | $ 6.4 |
Building and improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Building and improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 30 years |
Leasehold improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Lesser of life of the asset or remaining lease term |
Leasehold improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Furniture, fixtures and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Furniture, fixtures and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Vehicles [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 4 years |
Vehicles [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Summary of Significant Accoun41
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Prior Period Adjustments) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net cash provided by operating activities | $ 743 | $ 30,732 | $ 15,357 |
Net cash provided by (used in) financing activities | 72,160 | (424) | 96,098 |
Previously reported [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net cash provided by operating activities | 27,681 | 21,154 | |
Net cash provided by (used in) financing activities | $ 2,627 | 90,301 | |
Previously reported [Member] | Financing Activities [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Book overdrafts | (3,051) | 5,797 | |
Reclass to Conform with Current Presentation [Member] | Operating Activities [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Book overdrafts | $ 3,051 | $ (5,797) |
Summary of Significant Accoun42
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Organization Consolidation And Presentation [Line Items] | |||
Liability for uncertain tax positions | $ 3,000,000 | ||
Headquarters relocation | $ 0 | ||
Payments for Reinsurance | 11,100,000 | ||
Restricted assets | 0 | $ 36,106,000 | |
Shipping and handling costs | 81,600,000 | 60,300,000 | 52,200,000 |
Debt issuance cost | 9,500,000 | 8,200,000 | |
Amortization of deferred loan costs | 2,525,000 | 2,277,000 | 1,303,000 |
Transferred Liability For Unpaid Claims | 8,300,000 | ||
Loss portfolio transfer | 2,826,000 | 0 | $ 0 |
Aggregate Maximum Obligation Of Reinsurer | 17,500,000 | ||
Self Insurance Reserve | 6,400,000 | ||
Advances from customers | $ 10,133,000 | 2,830,000 | |
Letter of Credit [Member] | |||
Organization Consolidation And Presentation [Line Items] | |||
Restricted assets | $ 36,100,000 | ||
Construction Services [Member] | |||
Organization Consolidation And Presentation [Line Items] | |||
Percent Of Completion Percentage | 92.00% | 94.00% | 95.00% |
Selling, general and administrative expenses [Member] | |||
Organization Consolidation And Presentation [Line Items] | |||
Headquarters relocation | $ 3,865,000 | $ 2,054,000 | |
Retirement savings expense recorded | 2,400,000 | 1,600,000 | $ 300,000 |
Loss portfolio transfer | 2,800,000 | ||
Interest expense [Member] | |||
Organization Consolidation And Presentation [Line Items] | |||
Amortization of deferred loan costs | 2,500,000 | 2,300,000 | $ 1,300,000 |
Income taxes receivable [Member] | |||
Organization Consolidation And Presentation [Line Items] | |||
Liability for uncertain tax positions | 3,000,000 | 0 | |
Prepaid expenses and other current assets [Member] | |||
Organization Consolidation And Presentation [Line Items] | |||
Vendor Allowance Receivable | 13,700,000 | 7,100,000 | |
Other assets [Member] | |||
Organization Consolidation And Presentation [Line Items] | |||
Assets held for sale | 0 | 700,000 | |
Accounts payable [Member] | |||
Organization Consolidation And Presentation [Line Items] | |||
Book overdrafts | 300,000 | 3,100,000 | |
Accrued expenses and other liabilities [Member] | |||
Organization Consolidation And Presentation [Line Items] | |||
Warranty obligations | 1,800,000 | 1,500,000 | |
Accrued expenses and other liabilities and other long-term liabilities [Member] | |||
Organization Consolidation And Presentation [Line Items] | |||
Deferred rent liability | $ 800,000 | 100,000 | |
Accounting Standards Update 2015 17 [Member] | Long Term Deferred Tax Assets [Member] | |||
Organization Consolidation And Presentation [Line Items] | |||
Current deferred tax assets | 8,700,000 | ||
Previously reported [Member] | Receivables [Member] | |||
Organization Consolidation And Presentation [Line Items] | |||
Vendor Allowance Receivable | 7,100,000 | ||
Previously reported [Member] | Accounts payable [Member] | |||
Organization Consolidation And Presentation [Line Items] | |||
Advances from customers | 2,800,000 | ||
Previously reported [Member] | Accrued Compensation [Member] | |||
Organization Consolidation And Presentation [Line Items] | |||
Accrued compensation | 19,800,000 | ||
Reclass to Conform with Current Presentation [Member] | Prepaid expenses and other current assets [Member] | |||
Organization Consolidation And Presentation [Line Items] | |||
Vendor Allowance Receivable | 7,100,000 | ||
Reclass to Conform with Current Presentation [Member] | Accrued expenses and other liabilities [Member] | |||
Organization Consolidation And Presentation [Line Items] | |||
Advances from customers | 2,800,000 | ||
Accrued compensation | $ 19,800,000 |
Acquisitions Acquisitions (Cons
Acquisitions Acquisitions (Consideration Transferred) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 01, 2015 | |
Business Acquisition [Line Items] | ||||
Common stock, shares outstanding (in shares) | 65,300,000 | 39,000 | ||
Consideration transferred in connection with the Merger | $ 0 | $ 0 | ||
SBS [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock, shares outstanding (in shares) | 26,186,111 | |||
Business Acquisition, Share Price | $ 16.99 | |||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 444,902 | |||
Consideration Attributable To Share Based Equity Awards | 8,488 | |||
Consideration transferred in connection with the Merger | $ 453,390 |
Acquisitions Acquisitions (Net
Acquisitions Acquisitions (Net Assets Acquired) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 6,342 | |||
Goodwill | 254,664 | $ 1,137 | $ 1,137 | $ 0 |
SBS [Member] | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | 124,526 | |||
Inventories | 115,888 | |||
Other current assets | 26,314 | |||
Property and equipment | 126,057 | |||
Favorable lease agreements | 5,050 | |||
Other long-term assets | 1,302 | |||
Accounts payable | 77,062 | |||
Accrued expenses and other liabilities | 40,652 | |||
Unfavorable lease agreements | 4,550 | |||
Current portion of capital lease obligations | 3,275 | |||
Other current liabilities | 6,664 | |||
Long-term debt | 67,713 | |||
Deferred income taxes | 75,006 | |||
Long-term portion of capital lease obligations | 11,612 | |||
Other long-term liabilities | 5,666 | |||
Identifiable net assets acquired | 253,691 | |||
Goodwill | 199,699 | |||
Total net assets acquired | 453,390 | |||
RBI [Member] | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | 8,343 | |||
Inventories | 6,702 | |||
Other current assets | 122 | |||
Property and equipment | 5,524 | |||
Other current liabilities | 3,182 | |||
Identifiable net assets acquired | 57,809 | |||
Goodwill | 44,541 | |||
Total net assets acquired | 102,350 | |||
VNS [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 2,344 | |||
Accounts receivable | 19,594 | |||
Inventories | 10,665 | |||
Other current assets | 952 | |||
Property and equipment | 11,643 | |||
Other long-term assets | 59 | |||
Accounts payable | 7,464 | |||
Accrued expenses and other liabilities | 4,087 | |||
Deferred income taxes | 4,364 | |||
Identifiable net assets acquired | 40,192 | |||
Goodwill | 9,287 | |||
Total net assets acquired | 49,479 | |||
Customer relationships [Member] | SBS [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | 129,800 | |||
Customer relationships [Member] | RBI [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | 39,900 | |||
Customer relationships [Member] | VNS [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | 10,000 | |||
Trademarks [Member] | SBS [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | 4,500 | |||
Trademarks [Member] | VNS [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | 850 | |||
Noncompete Agreements [Member] | SBS [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | 6,112 | |||
Noncompete Agreements [Member] | RBI [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | $ 400 |
Acquisitions Acquisitions (Pro
Acquisitions Acquisitions (Pro Forma) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||||||||
Net sales | $ 510,162 | $ 416,471 | $ 357,287 | $ 292,826 | $ 311,848 | $ 358,314 | $ 351,620 | $ 289,716 | $ 1,576,746 | $ 1,311,498 | $ 1,210,156 |
Net (loss) income | $ (7,442) | $ 4,047 | $ 2,125 | $ (3,561) | $ 3,950 | $ 7,532 | $ 84,224 | $ (1,674) | (4,831) | 94,032 | $ 21,655 |
Pro Forma [Member] | |||||||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||||||||
Net sales | 2,890,163 | 2,819,398 | |||||||||
Net (loss) income | $ 15,098 | $ 56,710 | |||||||||
Basic Earnings Per Share, Pro Forma | $ 0.23 | $ 0.87 | |||||||||
Diluted Earnings Per Share Pro Forma | $ 0.23 | $ 0.86 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Business Acquisition [Line Items] | ||||||||||||
Net sales | $ 510,162 | $ 416,471 | $ 357,287 | $ 292,826 | $ 311,848 | $ 358,314 | $ 351,620 | $ 289,716 | $ 1,576,746 | $ 1,311,498 | $ 1,210,156 | |
Income from continuing operations before income taxes | (14,520) | 28,455 | 27,928 | |||||||||
Goodwill | 254,664 | $ 1,137 | 254,664 | 1,137 | 1,137 | $ 0 | ||||||
Invetory step-up charges | 10,285 | $ 0 | $ 0 | |||||||||
SBS [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Combination, Inventory Adjustment, Net | 2,900 | 2,900 | ||||||||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 129,200 | 129,200 | ||||||||||
Business Combination, Acquired Receivables, Fair Value | 124,500 | $ 124,500 | ||||||||||
Date of acquisition | Dec. 1, 2015 | |||||||||||
Net sales | $ 103,600 | |||||||||||
Income from continuing operations before income taxes | 18,600 | |||||||||||
Goodwill | 199,699 | 199,699 | ||||||||||
Business Combination, Inventory Adjustment, Gross | 13,200 | 13,200 | ||||||||||
Invetory step-up charges | $ 10,285 | |||||||||||
VNS [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Date of acquisition | May 1, 2015 | |||||||||||
Net sales | $ 104,500 | |||||||||||
Income from continuing operations before income taxes | 4,700 | |||||||||||
Goodwill | 9,287 | 9,287 | ||||||||||
Business Combination, Purchase Price | 47,100 | $ 47,100 | ||||||||||
WBS [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Date of acquisition | Nov. 11, 2013 | |||||||||||
Business Combination, Purchase Price | $ 6,700 | |||||||||||
RBI [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Date of acquisition | Sep. 1, 2015 | |||||||||||
Net sales | $ 27,000 | |||||||||||
Income from continuing operations before income taxes | 1,200 | |||||||||||
Goodwill | 44,541 | 44,541 | ||||||||||
Business Combination, Purchase Price | 102,400 | $ 102,400 | ||||||||||
Customer relationships [Member] | SBS [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 16 years 6 months | |||||||||||
Intangible assets acquired | 129,800 | $ 129,800 | ||||||||||
Customer relationships [Member] | VNS [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||||||||||
Intangible assets acquired | 10,000 | $ 10,000 | ||||||||||
Customer relationships [Member] | RBI [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||||||||||
Intangible assets acquired | 39,900 | $ 39,900 | ||||||||||
Trademarks [Member] | SBS [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years 2 months 12 days | |||||||||||
Intangible assets acquired | 4,500 | $ 4,500 | ||||||||||
Trademarks [Member] | VNS [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years | |||||||||||
Intangible assets acquired | 850 | $ 850 | ||||||||||
Noncompete Agreements [Member] | SBS [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year | |||||||||||
Intangible assets acquired | 6,112 | $ 6,112 | ||||||||||
Noncompete Agreements [Member] | RBI [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | |||||||||||
Intangible assets acquired | $ 400 | $ 400 |
Accounts Receivable Accounts 47
Accounts Receivable Accounts Receivable (Accounts Receivable) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Receivables [Abstract] | ||
Trade receivables | $ 311,932 | $ 128,672 |
Allowance for doubtful accounts | (2,357) | (1,560) |
Other allowances | (6,399) | (460) |
Accounts receivable, net | $ 303,176 | $ 126,652 |
Accounts Receivable Accounts 48
Accounts Receivable Accounts Receivable (Allowance) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at January 1 | $ 1,560 | $ 1,259 | $ 1,722 |
Write-offs | (558) | (488) | (342) |
Recoveries | 236 | 139 | 116 |
Increase (decrease) in allowance | 1,119 | 650 | (237) |
Balance at December 31 | $ 2,357 | $ 1,560 | $ 1,259 |
Inventories Inventories (Narrat
Inventories Inventories (Narrative) (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Provision for excess and obsolete inventory | $ 0.6 | $ 0.3 |
Property and Equipment Proper50
Property and Equipment Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 379,637 | $ 205,769 |
Less: Accumulated depreciation | (83,659) | (65,334) |
Property and equipment, net of accumulated depreciation | 295,978 | 140,435 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 58,757 | 39,284 |
Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 90,429 | 61,451 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 10,934 | 1,486 |
Furniture, fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 115,861 | 50,251 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 87,307 | 44,819 |
Construction-in-progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 16,349 | $ 8,478 |
Property and Equipment Proper51
Property and Equipment Property and Equipment (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 20,963 | $ 15,457 | $ 12,457 |
Depreciation expense, cost of goods sold | $ 5,300 | $ 4,000 | $ 3,300 |
Goodwill and Intangible Asset52
Goodwill and Intangible Assets (Goodwill Rollforward) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2013 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 1,137 | $ 0 |
Ending balance | 254,664 | 1,137 |
WBS [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill acquired during period | $ 1,137 | |
VNS [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill acquired during period | 9,287 | |
Ending balance | 9,287 | |
RBI [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill acquired during period | 44,541 | |
Ending balance | 44,541 | |
SBS [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill acquired during period | 199,699 | |
Ending balance | $ 199,699 |
Goodwill and Intangible Asset53
Goodwill and Intangible Assets, net Goodwill and Intangible Assets (Intangible Rollforward) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Finite-lived Intangible Assets [Roll Forward] | |||
Net Finite-lived Intangible Assets, beginning of period | $ 0 | ||
Amortization | (3,626) | $ 0 | $ (1,310) |
Net Finite-lived Intangible Assets, end of period | 187,936 | 0 | |
Trademarks [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Gross Carrying Amount, beginning of period | 0 | ||
Accumulated Amortization, beginning of period | 0 | ||
Amortization | (408) | ||
Gross Carrying Amount, end of period | 5,350 | 0 | |
Accumulated Amortization, end of period | (408) | 0 | |
Customer relationships [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Gross Carrying Amount, beginning of period | 0 | ||
Accumulated Amortization, beginning of period | 0 | ||
Amortization | (2,664) | ||
Gross Carrying Amount, end of period | 179,700 | 0 | |
Accumulated Amortization, end of period | (2,664) | 0 | |
Noncompete Agreements [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Gross Carrying Amount, beginning of period | 0 | ||
Accumulated Amortization, beginning of period | 0 | ||
Amortization | (554) | ||
Gross Carrying Amount, end of period | 6,512 | 0 | |
Accumulated Amortization, end of period | (554) | $ 0 | |
VNS [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Acquisitions | 10,850 | ||
VNS [Member] | Trademarks [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Acquisitions | 850 | ||
VNS [Member] | Customer relationships [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Acquisitions | 10,000 | ||
RBI [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Acquisitions | 40,300 | ||
RBI [Member] | Customer relationships [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Acquisitions | 39,900 | ||
RBI [Member] | Noncompete Agreements [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Acquisitions | 400 | ||
SBS [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Acquisitions | 140,412 | ||
SBS [Member] | Trademarks [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Acquisitions | 4,500 | ||
SBS [Member] | Customer relationships [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Acquisitions | 129,800 | ||
SBS [Member] | Noncompete Agreements [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Acquisitions | $ 6,112 |
Goodwill and Intangible Asset54
Goodwill and Intangible Assets, net Goodwill and Intangible Assets (Intangible Amortization Schedule) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,016 | $ 20,506 | |
2,017 | 14,632 | |
2,018 | 13,629 | |
2,019 | 12,957 | |
2,020 | 12,957 | |
Thereafter | 113,255 | |
Finite-lived intangible assets, net | $ 187,936 | $ 0 |
Goodwill and Intangible Asset55
Goodwill and Intangible Assets, net Goodwill and Intangible Assets (Narrative) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 254,664,000 | $ 1,137,000 | $ 1,137,000 | $ 0 |
Goodwill activity | 0 | |||
Amortization expense | $ 3,626,000 | $ 0 | $ 1,310,000 | |
Trademarks [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted-average amortization period (in years) | 3 years 9 months 18 days | |||
Amortization expense | $ 408,000 | |||
Customer relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted-average amortization period (in years) | 14 years 8 months 12 days | |||
Amortization expense | $ 2,664,000 | |||
Noncompete Agreements [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted-average amortization period (in years) | 1 year 1 month 6 days | |||
Amortization expense | $ 554,000 |
Accrued Expenses and Other Li56
Accrued Expenses and Other Liabilities Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accrued payroll and other employee related expenses | $ 42,776 | $ 19,780 |
Accrued taxes | 19,744 | 8,996 |
Advances from customers | 10,133 | 2,830 |
Accrued lending fees | 2,520 | 0 |
Accrued professional fees | 2,442 | 399 |
Accrued rebates payable | 1,840 | 1,439 |
Accrued warranty reserve | 1,762 | 1,452 |
Unfavorable leases | 789 | 0 |
Other | 9,882 | 5,290 |
Accrued expenses and other liabilities | $ 91,888 | $ 40,186 |
Debt Debt (Long-term Debt Table
Debt Debt (Long-term Debt Table) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | $ 408,526 | $ 259,856 |
Debt Instrument, Unamortized Discount | (664) | (907) |
Long-term debt, net of discount | 407,862 | 258,949 |
Long-term debt, current portion | 2,777 | 3,661 |
Long-term debt, noncurrent | 405,085 | 255,288 |
Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | 152,260 | 0 |
Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | 250,000 | 250,000 |
Other [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | $ 6,266 | $ 9,856 |
Debt Debt (Maturities Table) (D
Debt Debt (Maturities Table) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
2,016 | $ 2,777 | $ 3,661 |
2,017 | 1,970 | |
2,018 | 403,504 | |
2,019 | 146 | |
2,020 | 115 | |
Thereafter | 14 | |
Long-term debt | $ 408,526 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | |
Senior Notes | $ 250 |
Unused capacity, commitment fee percentage | 0.25% |
Revolving Credit Facility [Member] | Wells Fargo Capital Finance [Member] | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 450 |
Maximum letters of credit issuance | $ 75 |
Minimum fixed charge coverage ratio | 1 |
Threshold for excess availability | $ 40 |
Debt Instrument, Covenant Compliance, Threshold For Line Cap Percentage | 10.00% |
Debt Instrument, Covenant Compliance, Minimum Excess Availability For 30 Consecutive Days | $ 40 |
Debt Instrument, Covenant Compliance, Minimum Line Cap Percentage For 30 Consecutive Days | 10.00% |
Revolving line of credit | $ 152.3 |
Remaining borrowing capacity | 127.3 |
Letters of credit, amount outstanding | $ 64.6 |
Revolving Credit Facility [Member] | Wells Fargo Capital Finance [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Outstanding letters of credit fee | 0.75% |
Revolving Credit Facility [Member] | Wells Fargo Capital Finance [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Outstanding letters of credit fee | 1.25% |
Revolving Credit Facility [Member] | Wells Fargo Capital Finance [Member] | Base Rate Option [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 0.25% |
Revolving Credit Facility [Member] | Wells Fargo Capital Finance [Member] | Base Rate Option [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 0.75% |
Revolving Credit Facility [Member] | Wells Fargo Capital Finance [Member] | LIBOR Rate Option [Member] | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.00% |
Revolving Credit Facility [Member] | Wells Fargo Capital Finance [Member] | LIBOR Rate Option [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.25% |
Revolving Credit Facility [Member] | Wells Fargo Capital Finance [Member] | LIBOR Rate Option [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.75% |
Revolving Credit Facility [Member] | Wells Fargo Capital Finance [Member] | Federal Funds Rate [Member] | Base Rate Option [Member] | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 0.50% |
Revolving Credit Facility [Member] | Wells Fargo Capital Finance [Member] | London Interbank Offered Rate (LIBOR) [Member] | |
Debt Instrument [Line Items] | |
Revolving line of credit | $ 129 |
Revolving Credit Facility [Member] | Wells Fargo Capital Finance [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Interest rate at period end | 1.70% |
Revolving Credit Facility [Member] | Wells Fargo Capital Finance [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Interest rate at period end | 1.90% |
Revolving Credit Facility [Member] | Wells Fargo Capital Finance [Member] | FILO [Member] | |
Debt Instrument [Line Items] | |
Revolving line of credit | $ 21 |
Interest rate at period end | 2.70% |
Revolving Credit Facility [Member] | Wells Fargo Capital Finance [Member] | Base Rate [Member] | |
Debt Instrument [Line Items] | |
Revolving line of credit | $ 2.3 |
Interest rate at period end | 4.00% |
Secured By Equipment [Member] | |
Debt Instrument [Line Items] | |
Other long-term debt | $ 5.8 |
Secured By Property [Member] | |
Debt Instrument [Line Items] | |
Other long-term debt | $ 0.5 |
Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Maturity date | Sep. 15, 2018 |
Interest rate | 9.00% |
Redemption price percentage | 106.75% |
Redemption price percentage in following year | 103.375% |
Market value in excess of carrying value | $ 10.6 |
Other [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 4.60% |
Other [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 8.40% |
Other [Member] | Secured By Equipment [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Maturity Date Range, End | Apr. 30, 2019 |
Other [Member] | Secured By Property [Member] | |
Debt Instrument [Line Items] | |
Maturity date | Mar. 31, 2021 |
Other Long-term Liabilities O60
Other Long-term Liabilities Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Other Liabilities, Noncurrent [Abstract] | ||
Unfavorable leases | $ 3,696 | $ 0 |
Long-term severance reserve | 1,986 | 0 |
Long-term deferred rent | 774 | 22 |
Other | 378 | 0 |
Total other long-term liabilities | $ 6,834 | $ 22 |
Income Taxes Income Taxes (Comp
Income Taxes Income Taxes (Components of Income Tax) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current | |||
Federal | $ (4,202) | $ 3,765 | $ 5,358 |
State | 405 | 1,150 | 915 |
Current income tax expense (benefit) | (3,797) | 4,915 | 6,273 |
Deferred | |||
Federal | (4,176) | (69,281) | 0 |
State | (1,716) | (1,211) | 0 |
Deferred income tax expense (benefit) | (5,892) | (70,492) | 0 |
Income tax expense (benefit) | $ (9,689) | $ (65,577) | $ 6,273 |
Income Taxes Income Taxes (Effe
Income Taxes Income Taxes (Effective Tax Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense at statutory rate | 35.00% | 35.00% | 35.00% |
State taxes, net of federal tax | 1.70% | 4.10% | 4.40% |
Nondeductible capitalized transaction costs | (16.20%) | 0.00% | 0.00% |
Nondeductible (permanent) items - other | (3.00%) | 0.60% | 0.70% |
Changes in tax rates | (6.20%) | 0.00% | 0.00% |
Effective Income Tax Rate Reconciliation IRC 382 Limitaions | 55.50% | 0.00% | 17.60% |
Other items | (0.10%) | (2.60%) | (1.60%) |
Valuation allowance | 0.00% | (267.60%) | (33.60%) |
Effective income tax rate | 66.70% | (230.50%) | 22.50% |
Income Taxes Income Taxes (Defe
Income Taxes Income Taxes (Deferred Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets related to | |||||
Accounts receivable | $ 3,780 | $ 753 | |||
Inventory | 4,725 | 1,667 | |||
Deferred Tax Assets, Goodwill and Intangible Assets | 0 | 22,932 | |||
Deferred Tax Assets Accrued Compensation | 5,462 | 1,555 | |||
Deferred Tax Assets Insurance Deductible Reserves | 14,186 | 13,496 | |||
Deferred Tax Assets Stock Based Compensation | 2,759 | 1,240 | |||
Deferred Tax Assets Restructuring Reserves | 4,008 | 0 | |||
Other accrued liabilities | 918 | 821 | |||
Deferred Tax Asset Federal Operating Loss Carryforward | 32,361 | 30,480 | |||
Deferred Tax Assets State NOL Carryforward | 5,036 | 1,211 | |||
Other | 283 | 404 | |||
Deferred tax assets, gross | 73,518 | 74,559 | |||
Valuation allowance | (126) | 0 | $ (75,248) | $ (84,629) | |
Total deferred tax assets | 73,392 | 74,559 | |||
Deferred tax liabilities related to | |||||
Goodwill and intangibles | (32,452) | (33) | |||
Property and equipment | (42,261) | (2,941) | |||
Other assets | (1,700) | (1,093) | |||
Total deferred tax liabilities | 76,413 | 4,067 | |||
Net deferred tax (liability) asset | $ 70,492 | $ 76,100 | |||
Net deferred tax (liability) asset | $ (3,021) |
Income Taxes Income Taxes (Valu
Income Taxes Income Taxes (Valuation Allowance) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at January 1, | $ 0 | $ 75,248 | $ 84,629 |
Balance at December 31, | 126 | 0 | 75,248 |
Additions charged to expense [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Increase (decrease) in valuation allowance from continuing operations | 0 | 0 | 0 |
Additions Charged to GW/Purchase Accting [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Increase (decrease) in valuation allowance from continuing operations | 126 | 0 | 0 |
Deductions - other [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Increase (decrease) in valuation allowance from continuing operations | $ 0 | $ (75,248) | $ (9,381) |
Income Taxes Income Taxes (Unre
Income Taxes Income Taxes (Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at January 1, | $ 0 | $ 0 |
Tax positions taken in prior periods: | ||
Gross increases | 0 | 0 |
Gross decreases | 0 | 0 |
Tax positions taken in current period: | ||
Gross increases | 3,224 | 0 |
Settlements with taxing authorities | 0 | 0 |
Lapse of applicable statute of limitations | 0 | 0 |
Balance at December 31, | $ 3,224 | $ 0 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Contingency [Line Items] | ||||||||||||
Federal NOL Carryforward Limiit Due To IRC 382 | $ 4,800,000 | $ 4,800,000 | ||||||||||
Current income tax expense (benefit) | (3,797,000) | $ 4,915,000 | $ 6,273,000 | |||||||||
Total income tax expense (benefit) | (9,689,000) | (65,577,000) | 6,273,000 | |||||||||
Income tax expense, continuing | (9,689,000) | (65,577,000) | 6,273,000 | |||||||||
Reversal Of Valuation Allowance | 76,100,000 | |||||||||||
Reduction Of Tax Benefit For Federal And State Tax Expense | $ 10,600,000 | |||||||||||
Effective Income Tax Rate Prior To Valuation Allowance | 37.10% | |||||||||||
State net operating loss carryforwards | 126,200,000 | 126,200,000 | ||||||||||
Unrealized NOLs From Stock Based Compensation | 400,000 | $ 0 | 400,000 | $ 0 | 0 | |||||||
Windfall Tax Benefits | 0 | 1,000,000 | 0 | 1,000,000 | 2,600,000 | |||||||
Income taxes receivable | 11,390,000 | 6,010,000 | 11,390,000 | 6,010,000 | ||||||||
Income taxes paid | 4,600,000 | 12,900,000 | ||||||||||
Income tax refunds received | 300,000 | 0 | ||||||||||
Valuation allowance | 126,000 | 0 | 126,000 | 0 | 75,248,000 | $ 84,629,000 | ||||||
Deferred Tax Assets, Net | 70,492,000 | $ 76,100,000 | 70,492,000 | |||||||||
Liability for uncertain tax positions | 3,000,000 | 3,000,000 | ||||||||||
Reduction of tax indemnification asset | $ 784,000 | $ 1,413,000 | $ 1,306,000 | |||||||||
Income tax expense at statutory rate | 35.00% | 35.00% | 35.00% | |||||||||
Effective Income Tax Rate Reconciliation, Percent | 66.70% | (230.50%) | 22.50% | |||||||||
DTA Federal NOL | 30,500,000 | |||||||||||
DTA Pre Tax Federal NOL Carryforward | 87,100,000 | |||||||||||
DTA Intangible Assets | 24,800,000 | |||||||||||
DTA State NOLs | 1,800,000 | |||||||||||
DTA Deductible Timing Differences | 19,000,000 | |||||||||||
Income from continuing operations before income taxes | $ (14,520,000) | $ 28,455,000 | $ 27,928,000 | |||||||||
Net sales | 510,162,000 | $ 416,471,000 | $ 357,287,000 | $ 292,826,000 | $ 311,848,000 | $ 358,314,000 | $ 351,620,000 | $ 289,716,000 | 1,576,746,000 | $ 1,311,498,000 | $ 1,210,156,000 | |
IRC 382 [Member] | ||||||||||||
Income Tax Contingency [Line Items] | ||||||||||||
Total income tax expense (benefit) | $ 8,100,000 | |||||||||||
Error In State NOL Carryforward Calculation [Member] | ||||||||||||
Income Tax Contingency [Line Items] | ||||||||||||
Out Of Period Benefit | 900,000 | |||||||||||
State and Local Jurisdiction [Member] | ||||||||||||
Income Tax Contingency [Line Items] | ||||||||||||
Income Tax Examination Period | 3 years | |||||||||||
Federal [Member] | ||||||||||||
Income Tax Contingency [Line Items] | ||||||||||||
Income Tax Examination Period | 3 years | |||||||||||
Tax Year 2028 [Member] | ||||||||||||
Income Tax Contingency [Line Items] | ||||||||||||
NOL Expiration | 48,100,000 | $ 48,100,000 | ||||||||||
Tax Year 2029 [Member] | ||||||||||||
Income Tax Contingency [Line Items] | ||||||||||||
NOL Expiration | 17,300,000 | 17,300,000 | ||||||||||
Tax Years 2030 through 2034 [Member] | ||||||||||||
Income Tax Contingency [Line Items] | ||||||||||||
NOL Expiration | 27,100,000 | 27,100,000 | ||||||||||
NOL Expiration Per Year | 4,800,000 | $ 4,800,000 | ||||||||||
Tax Year 2008 [Member] | Federal [Member] | ||||||||||||
Income Tax Contingency [Line Items] | ||||||||||||
Open tax year end | Jul. 31, 2008 | |||||||||||
Tax Year 2009 [Member] | Federal [Member] | ||||||||||||
Income Tax Contingency [Line Items] | ||||||||||||
Open tax year end | May 5, 2009 | |||||||||||
SBS [Member] | ||||||||||||
Income Tax Contingency [Line Items] | ||||||||||||
Deferred Tax Liability Related To Merger | 75,000,000 | $ 75,000,000 | ||||||||||
Tax Payable Receivable Recorded Related To Merger | 3,200,000 | 3,200,000 | ||||||||||
Income from continuing operations before income taxes | 18,600,000 | |||||||||||
Net sales | 103,600,000 | |||||||||||
VNS [Member] | ||||||||||||
Income Tax Contingency [Line Items] | ||||||||||||
Deferred Tax Liability Related To Merger | 4,400,000 | 4,400,000 | ||||||||||
Tax Payable Receivable Recorded Related To Merger | $ (400,000) | (400,000) | ||||||||||
Income from continuing operations before income taxes | 4,700,000 | |||||||||||
Net sales | $ 104,500,000 |
Commitments and Contingencies67
Commitments and Contingencies Commitments and Contingencies (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2,016 | $ 8,270 | ||
2,017 | 6,772 | ||
2,018 | 3,936 | ||
2,019 | 2,636 | ||
2,020 | 1,892 | ||
Thereafter | 2,929 | ||
Total minimum lease payments | 26,436 | ||
Less: Amounts representing interest | (2,589) | ||
Total obligation under capital leases | 23,847 | ||
Less: Current portion of capital lease obligation | (7,352) | ||
Long-term portion of capital lease obligation | 16,495 | $ 7,274 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2,016 | 27,483 | ||
2,017 | 22,771 | ||
2,018 | 19,131 | ||
2,019 | 16,397 | ||
2,020 | 11,062 | ||
Thereafter | 40,952 | ||
Total minimum lease payments | [1] | $ 137,796 | |
[1] | Minimum operating lease payments have not been reduced by minimum sublease rentals of $0.5 million due in the future under noncancelable subleases. |
Commitments and Contingencies68
Commitments and Contingencies Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Loss Contingencies [Line Items] | |||
Future minimum rentals under noncancelable subleases | $ 0.5 | ||
Operating leases, rent expense | 8.1 | $ 4.2 | $ 3.2 |
Commitment to purchase | $ 7.8 | ||
Vehicles And Equipment [Member] | Minimum [Member] | |||
Loss Contingencies [Line Items] | |||
Capital lease term | 3 years | ||
Vehicles And Equipment [Member] | Maximum [Member] | |||
Loss Contingencies [Line Items] | |||
Capital lease term | 6 years | ||
Furniture, fixtures and equipment [Member] | Minimum [Member] | |||
Loss Contingencies [Line Items] | |||
Capital lease term | 3 years | ||
Operating lease term | 1 year | ||
Furniture, fixtures and equipment [Member] | Maximum [Member] | |||
Loss Contingencies [Line Items] | |||
Capital lease term | 6 years | ||
Operating lease term | 5 years | ||
Building and improvements [Member] | |||
Loss Contingencies [Line Items] | |||
Remaining term on capital lease | 8 years | ||
Building and improvements [Member] | Minimum [Member] | |||
Loss Contingencies [Line Items] | |||
Operating lease term | 1 year | ||
Building and improvements [Member] | Maximum [Member] | |||
Loss Contingencies [Line Items] | |||
Operating lease term | 5 years | ||
Property And Equipment [Member] | |||
Loss Contingencies [Line Items] | |||
Capital lease carrying value | $ 26.3 | 11.7 | |
Capital leases, accumulated depreciation | $ (21.5) | $ (17.6) |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - $ / shares | Dec. 31, 2015 | Dec. 01, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | |||
Merger Share Exchange Ratio | 0.5231 | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Common stock, shares authorized (in shares) | 300,000,000 | 104,600,000 | |
Common stock, shares issued (in shares) | 65,360,000 | 39,455,000 | |
Common stock, shares outstanding (in shares) | 65,300,000 | 39,000 | |
Shares Issued In Connection With Merger | 39,200,000 | ||
Share Price Day Before Merger | $ 17.19 | ||
Legacy BMC [Member] | |||
Class of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.001 |
Stock Based Compensation (Stock
Stock Based Compensation (Stock based compensation expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock based compensation | $ 2,749 | $ 3,410 | $ 2,425 |
Restricted stock units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock based compensation | 100 | 0 | 0 |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock based compensation | 2,607 | 3,410 | 2,425 |
Stock options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock based compensation | $ 42 | $ 0 | $ 0 |
Stock Based Compensation Stock
Stock Based Compensation Stock Based Compensation (Valuation assumptions) (Details) | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||
Expected volatility factor, minimum | [1] | 47.00% | 49.00% | ||
Expected volatility factor, maximum | [1] | 49.00% | 51.00% | ||
Expected volatility factor | 44.00% | 58.00% | [1] | ||
Risk-free interest rate, minimum | [2] | 1.80% | 1.80% | 0.80% | |
Risk-free interest rate, maximum | [2] | 1.90% | 2.00% | 0.90% | |
Risk-free interest rate | 2.00% | ||||
Expected term (in years) | [3] | 6 years | |||
Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (in years) | [3] | 6 years | 3 years 8 months 12 days | ||
Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (in years) | [3] | 6 years 6 months | 3 years 10 months 24 days | ||
[1] | The volatility factor was based on the average volatilities of similar public entities. | ||||
[2] | The risk-free interest rate was based on the U.S. Treasury yield at the time of grant. | ||||
[3] | The expected term was derived utilizing the "simplified method" in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 110, which uses the mid-point between the vesting date and the expiration date of the award. We believe use of this approach is appropriate given the lack of prior history of option exercises upon which to base an expected term. |
Stock Based Compensation (Summa
Stock Based Compensation (Summary of restricted stock awards and restricted stock) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restricted Stock [Member] | |||
Restricted Stock and Restricted Stock Units, Number of shares outstanding (in shares): | |||
Beginning balance (in shares) | 706,000 | 893,000 | 1,748,000 |
Granted (in shares) | 206,000 | 264,000 | 565,000 |
Vested (in shares) | (279,000) | (408,000) | (1,420,000) |
Forfeited (in shares) | (178,000) | (43,000) | 0 |
Ending balance (in shares) | 455,000 | 706,000 | 893,000 |
Restricted Stock and Restricted Stock Units, Weighted average grant date fair value (in dollars per share): | |||
Beginning balance (in dollars per share) | $ 10.15 | $ 7.25 | $ 2.01 |
Granted (in dollars per share) | 17.15 | 11.66 | 10.19 |
Vested (in dollars per share) | 9.07 | 4.95 | 1.99 |
Forfeited (in dollars per share) | 11.37 | 8.97 | 0 |
Ending balance (in dollars per share) | $ 13.51 | $ 10.15 | $ 7.25 |
Restricted stock units [Member] | |||
Restricted Stock and Restricted Stock Units, Number of shares outstanding (in shares): | |||
Beginning balance (in shares) | 0 | ||
Legacy SBS restricted stock units assumed | 318,000 | ||
Granted (in shares) | 0 | ||
Vested (in shares) | 0 | ||
Forfeited (in shares) | (36,000) | ||
Ending balance (in shares) | 282,000 | 0 | |
Restricted Stock and Restricted Stock Units, Weighted average grant date fair value (in dollars per share): | |||
Beginning balance (in dollars per share) | $ 0 | ||
Legacy SBS restricted stock units assumed | 16.99 | ||
Granted (in dollars per share) | 0 | ||
Vested (in dollars per share) | 0 | ||
Forfeited (in dollars per share) | 16.99 | ||
Ending balance (in dollars per share) | $ 16.99 | $ 0 |
Stock Based Compensation Stoc73
Stock Based Compensation Stock Based Compensation (Summary of stock option awards) (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Stock options [Member] | |
Stock Options, Number of options outstanding (in shares): | |
Outstanding, beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | 0 |
Forfeited (in shares) | shares | (1,000) |
Expired (in shares) | shares | 0 |
Exercisable at December 31, 2013 (in shares) | shares | 992,000 |
Vested and expected to vest at December 31, 2013 | shares | 1,184,000 |
Stock Options, Weighted average exercise price (in dollars per share): | |
Outstanding, beginning balance (in dollars per share) | $ 0 |
Granted (in dollars per share) | 0 |
Exercised (in dollars per share) | 0 |
Forfeited (in dollars per share) | 17.04 |
Expired (in dollars per share) | 0 |
Outstanding, ending balance (in dollars per share) | 14.17 |
Exercisable at December 31, 2013 (in dollars per share) | 13.49 |
Vested and expected to vest at December 31, 2103 | $ 14.07 |
Stock Options, Contractual Term (in years) | |
Outstanding at December 31, 2013 | 7 years 10 months 24 days |
Exercisable at December 31, 2013 | 7 years 6 months |
Vested and expected to vest at December 31, 2013 | 7 years 10 months 24 days |
Stock Options, Intrinsic Value | |
Outstanding at December 31, 2013 | $ | $ 4,470 |
Exercisable at December 31, 2103 | $ | 4,470 |
Vested and expected to vest at December 31, 2013 | $ | $ 4,470 |
Equity Issued in Business Combination [Member] | |
Stock Options, Number of options outstanding (in shares): | |
Granted (in shares) | shares | 1,229,000 |
Stock Options, Weighted average exercise price (in dollars per share): | |
Granted (in dollars per share) | $ 14.18 |
Stock Based Compensation Stoc74
Stock Based Compensation Stock Based Compensation (Unrecognized compensation costs) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Unrecognized compensation cost | $ 9,006 |
Restricted Stock [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Unrecognized compensation cost | $ 2,737 |
Weighted average remaining period of expense recognition (in years) | 1 year 2 months 12 days |
Stock options [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Unrecognized compensation cost | $ 1,687 |
Weighted average remaining period of expense recognition (in years) | 2 years 9 months 18 days |
Restricted stock units [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Unrecognized compensation cost | $ 4,582 |
Weighted average remaining period of expense recognition (in years) | 2 years 9 months 18 days |
Stock Based Compensation (Narra
Stock Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 2,749 | $ 3,410 | $ 2,425 | |
Stock options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options, grants in period (in dollars per share) | $ 0 | |||
Options outstanding (in shares) | 0 | |||
Weighted average remaining contractual life, exercisable (in years) | 7 years 6 months | |||
Weighted average remaining contractual life, outstanding (in years) | 7 years 10 months 24 days | |||
Aggregate intrinsic value, exercisable | $ 4,470 | |||
Aggregate intrinsic value, outstanding | $ 4,470 | |||
Options exercised (in shares) | 0 | |||
SBS 2013 Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for future issuance (in shares) | 3,700,000 | |||
Maximum contractual term (in years) | 10 years | |||
Share Based Compensation, Shares Authorized Under Incentive Plans, Shares Reserved For Issuance | 5,600,000 | 1,800,000 | ||
BMC 2013 Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share Based Compensation, Shares Authorized Under Incentive Plans, Shares Reserved For Issuance | 1,600,000 | |||
BMC 2010 Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share Based Compensation, Shares Authorized Under Incentive Plans, Shares Reserved For Issuance | 5,200,000 | |||
Non-Vested [Member] | Stock options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 200,000 | |||
Non-Vested [Member] | Restricted stock units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 300,000 | |||
Non-Vested [Member] | SBS 2013 Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Consideration Attributable To Share Based Equity Awards | $ 200 | |||
Vested [Member] | SBS 2013 Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Consideration Attributable To Share Based Equity Awards | $ 8,300 | |||
Legacy SBS [Member] | Stock options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value at issue date (in dollars per share) | $ 7.48 |
Segments (Schedule of net sales
Segments (Schedule of net sales, adjusted EBITDA and certain other measures by reportable segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 510,162 | $ 416,471 | $ 357,287 | $ 292,826 | $ 311,848 | $ 358,314 | $ 351,620 | $ 289,716 | $ 1,576,746 | $ 1,311,498 | $ 1,210,156 |
Gross profit | 113,794 | $ 97,101 | $ 83,818 | $ 66,697 | 72,122 | $ 81,642 | $ 79,491 | $ 61,819 | 361,410 | 295,074 | 256,547 |
Depreciation & amortization | 24,589 | 15,457 | 13,767 | ||||||||
Total assets | 1,376,008 | 588,512 | 1,376,008 | 588,512 | 468,272 | ||||||
Operating segments [Member] | Geographic divisions [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 1,576,746 | 1,311,498 | 1,210,156 | ||||||||
Gross profit | 361,410 | 295,074 | 256,547 | ||||||||
Depreciation & amortization | 23,726 | 14,906 | 13,156 | ||||||||
Adjusted EBITDA | 122,914 | 98,933 | 84,457 | ||||||||
Total assets | 1,305,545 | 487,027 | 1,305,545 | 487,027 | 446,716 | ||||||
Other reconciling items [Member] | Other reconciling items [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 0 | 0 | 0 | ||||||||
Gross profit | 0 | 0 | 0 | ||||||||
Depreciation & amortization | 863 | 551 | 611 | ||||||||
Adjusted EBITDA | (36,872) | (21,664) | (19,706) | ||||||||
Total assets | $ 70,463 | $ 101,485 | $ 70,463 | $ 101,485 | $ 21,556 |
Segments (Reconciliation of adj
Segments (Reconciliation of adjusted EBITDA to consolidated financial statements) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Income from continuing operations before income taxes | $ (14,520) | $ 28,455 | $ 27,928 |
Interest expense | 27,552 | 27,090 | 18,786 |
Depreciation and amortization | 24,589 | 15,457 | 13,767 |
Impairment of assets held for sale | 0 | 134 | 73 |
Merger-related costs | 22,993 | 0 | 0 |
Invetory step-up charges | 10,285 | 0 | 0 |
Non-cash compensation expense | 2,749 | 3,410 | 2,425 |
Headquarters relocation | 0 | ||
Insurance Deductible Reserve Adjustments And Casualty Fire Loss | 3,026 | 669 | 1,772 |
Insurance deductible reserve adjustments and casualty fire loss | 7,973 | 6,165 | 997 |
Loss portfolio transfer | 2,826 | 0 | 0 |
Acquisition costs and other items | 2,677 | 0 | 0 |
Other reconciling items [Member] | Other reconciling items [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Depreciation and amortization | 863 | 551 | 611 |
Adjusted EBITDA | 36,872 | 21,664 | 19,706 |
Operating segments [Member] | Geographic divisions [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Depreciation and amortization | 23,726 | 14,906 | 13,156 |
Adjusted EBITDA | (122,914) | $ (98,933) | $ (84,457) |
SBS [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Income from continuing operations before income taxes | 18,600 | ||
Invetory step-up charges | $ 10,285 |
Segments Segments (External Cus
Segments Segments (External Customer Sales By Product) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue from External Customer [Line Items] | |||||||||||
Total net sales | $ 510,162 | $ 416,471 | $ 357,287 | $ 292,826 | $ 311,848 | $ 358,314 | $ 351,620 | $ 289,716 | $ 1,576,746 | $ 1,311,498 | $ 1,210,156 |
Structural components [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Total net sales | 249,371 | 205,036 | 190,626 | ||||||||
Millwork & other interior products [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Total net sales | 459,446 | 428,084 | 419,436 | ||||||||
Lumber & lumber sheet goods [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Total net sales | 442,675 | 328,063 | 278,704 | ||||||||
Other building products & services [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Total net sales | $ 425,254 | $ 350,315 | $ 321,390 |
Segments (Narrative) (Details)
Segments (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2015segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Earnings Per Common Share (Basi
Earnings Per Common Share (Basic and Diluted EPS) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Income (loss) attributable to common stockholders | $ (4,831) | $ 94,032 | $ 21,655 | ||||||||
Weighted Average Number of Shares Issued, Basic | 41,260,000 | 38,828,000 | 38,321,000 | ||||||||
Weighted average common shares outstanding, basic (in shares) | 41,260,000 | 38,828,000 | 38,321,000 | ||||||||
Weighted average common shares outstanding, diluted (in shares) | 41,260,000 | 39,291,000 | 38,865,000 | ||||||||
Basic EPS | |||||||||||
Net income (loss) per share (in dollars per share) | $ (0.16) | $ 0.10 | $ 0.05 | $ (0.09) | $ 0.10 | $ 0.19 | $ 2.17 | $ (0.04) | $ (0.12) | $ 2.42 | $ 0.57 |
Diluted EPS | |||||||||||
Net income (loss) per share (in dollars per share) | $ (0.16) | $ 0.10 | $ 0.05 | $ (0.09) | $ 0.10 | $ 0.19 | $ 2.14 | $ (0.04) | $ (0.12) | $ 2.39 | $ 0.56 |
Restricted Stock [Member] | |||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0 | 463,000 | 544,000 |
Earnings Per Common Share (Sche
Earnings Per Common Share (Schedule of anti-dilutive securities) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock option awards [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,228,000 | 0 | 0 |
Restricted Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 455,000 | 0 | 0 |
Restricted stock units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 282,000 | 0 | 0 |
Unaudited Quarterly Financial82
Unaudited Quarterly Financial Data Unaudited Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Data [Abstract] | |||||||||||
Net sales | $ 510,162 | $ 416,471 | $ 357,287 | $ 292,826 | $ 311,848 | $ 358,314 | $ 351,620 | $ 289,716 | $ 1,576,746 | $ 1,311,498 | $ 1,210,156 |
Gross profit | 113,794 | 97,101 | 83,818 | 66,697 | 72,122 | 81,642 | 79,491 | 61,819 | 361,410 | 295,074 | 256,547 |
Net (loss) income | $ (7,442) | $ 4,047 | $ 2,125 | $ (3,561) | $ 3,950 | $ 7,532 | $ 84,224 | $ (1,674) | $ (4,831) | $ 94,032 | $ 21,655 |
Basic income (loss) per share | |||||||||||
Net income (loss) per share (in dollars per share) | $ (0.16) | $ 0.10 | $ 0.05 | $ (0.09) | $ 0.10 | $ 0.19 | $ 2.17 | $ (0.04) | $ (0.12) | $ 2.42 | $ 0.57 |
Diluted income (loss) per share | |||||||||||
Net income (loss) per share (in dollars per share) | $ (0.16) | $ 0.10 | $ 0.05 | $ (0.09) | $ 0.10 | $ 0.19 | $ 2.14 | $ (0.04) | $ (0.12) | $ 2.39 | $ 0.56 |