Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 05, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | BMC Stock Holdings, Inc. | |
Entity Central Index Key | 1,574,815 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 66,897,704 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 4,778 | $ 8,917 |
Accounts receivable, net of allowances | 343,246 | 313,304 |
Inventories, net | 294,851 | 272,276 |
Costs in excess of billings on uncompleted contracts | 25,959 | 26,373 |
Income taxes receivable | 2,208 | 2,437 |
Prepaid expenses and other current assets | 44,550 | 43,635 |
Total current assets | 715,592 | 666,942 |
Property and equipment, net of accumulated depreciation | 286,798 | 286,741 |
Deferred income taxes | 0 | 550 |
Customer relationship intangible assets, net of accumulated amortization | 164,377 | 164,191 |
Other intangible assets, net of accumulated amortization | 2,917 | 3,024 |
Goodwill | 257,134 | 254,832 |
Other long-term assets | 17,795 | 18,734 |
Total assets | 1,444,613 | 1,395,014 |
Current liabilities | ||
Accounts payable | 196,996 | 165,540 |
Accrued expenses and other liabilities | 74,664 | 88,786 |
Billings in excess of costs on uncompleted contracts | 18,467 | 15,691 |
Interest payable | 10,441 | 5,619 |
Current portion: Long-term debt and capital lease obligations | 9,327 | 11,155 |
Current portion: Insurance reserves | 15,589 | 16,021 |
Total current liabilities | 325,484 | 302,812 |
Insurance reserves | 39,943 | 39,184 |
Long-term debt | 363,791 | 344,827 |
Long-term portion of capital lease obligations | 19,940 | 20,581 |
Deferred income taxes | 210 | 0 |
Other long-term liabilities | 7,437 | 7,009 |
Total liabilities | 756,805 | 714,413 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity | ||
Preferred stock, $0.01 par value, 50.0 million shares authorized, no shares issued and outstanding at March 31, 2017 and December 31, 2016 | 0 | 0 |
Common stock, $0.01 par value, 300.0 million shares authorized, 67.1 million and 66.8 million shares issued, and 66.9 million and 66.7 million outstanding at March 31, 2017 and December 31, 2016, respectively | 671 | 668 |
Additional paid-in capital | 652,972 | 649,280 |
Retained earnings | 36,926 | 33,182 |
Treasury stock, at cost, 0.2 million and 0.1 million shares at March 31, 2017 and December 31, 2016, respectively | (2,761) | (2,529) |
Total stockholders' equity | 687,808 | 680,601 |
Total liabilities and stockholders' equity | $ 1,444,613 | $ 1,395,014 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares shares in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Stockholders' Equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 50 | 50 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 300 | 300 |
Common stock, shares issued (in shares) | 67.1 | 66.8 |
Common stock, shares outstanding (in shares) | 66.9 | 66.7 |
Treasury stock, shares | 0.2 | 0.1 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net sales | ||
Building products | $ 572,120 | $ 553,379 |
Construction services | 185,580 | 174,039 |
Net sales | 757,700 | 727,418 |
Cost of sales | ||
Building products | 426,083 | 420,531 |
Construction services | 153,420 | 140,270 |
Cost of sales | 579,503 | 560,801 |
Gross profit | 178,197 | 166,617 |
Selling, general and administrative expenses | 148,888 | 141,781 |
Depreciation expense | 10,561 | 8,792 |
Amortization expense | 3,821 | 5,245 |
Merger and integration costs | 4,441 | 2,836 |
Impairment of assets | 0 | 11,883 |
Total operating expenses | 167,711 | 170,537 |
Income (loss) from operations | 10,486 | (3,920) |
Other income (expense) | ||
Interest expense | (6,088) | (8,231) |
Other income, net | 319 | 1,455 |
Income (loss) before income taxes | 4,717 | (10,696) |
Income tax expense (benefit) | 973 | (3,940) |
Net income (loss) | $ 3,744 | $ (6,756) |
Weighted average common shares outstanding | ||
Basic (in shares) | 66,692 | 65,338 |
Diluted (in shares) | 67,186 | 65,338 |
Net income (loss) per common share | ||
Basic (in dollars per share) | $ 0.06 | $ (0.10) |
Diluted (in dollars per share) | $ 0.06 | $ (0.10) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities | ||
Net income (loss) | $ 3,744 | $ (6,756) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Depreciation expense | 12,992 | 11,437 |
Amortization of intangible assets | 3,821 | 5,245 |
Amortization of debt issuance costs | 421 | 915 |
Amortization of favorable and unfavorable leases | (314) | (9) |
Deferred income taxes | 760 | (5,521) |
Non-cash stock compensation expense | 1,231 | 1,889 |
Loss on sale of property, equipment and real estate | 107 | 18 |
Impairment of assets | 0 | 11,883 |
Amortization of inventory step-up charges | 0 | 2,884 |
Amortization of original issue discount | 0 | 62 |
Gain on insurance proceeds | 0 | (1,003) |
Change in assets and liabilities | ||
Accounts receivable, net of allowances | (29,086) | (25,920) |
Inventories, net | (22,030) | (13,042) |
Accounts payable | 30,868 | 43,425 |
Other assets and liabilities | (6,420) | (11,878) |
Net cash (used in) provided by operating activities | (3,906) | 13,629 |
Cash flows from investing activities | ||
Purchases of property, equipment and real estate | (10,662) | (5,471) |
Purchases of businesses | (6,693) | 0 |
Proceeds from sale of property, equipment and real estate | 866 | 217 |
Insurance proceeds | 0 | 1,003 |
Net cash used in investing activities | (16,489) | (4,251) |
Cash flows from financing activities | ||
Proceeds from revolving line of credit | 175,058 | 364,270 |
Repayments of proceeds from revolving line of credit | (155,313) | (364,978) |
Principal payments on other notes | (2,557) | (2,043) |
Payments on capital leases obligations | (2,667) | (1,933) |
Other financing activities, net | 1,735 | (1,419) |
Net cash provided by (used in) financing activities | 16,256 | (6,103) |
Net (decrease) increase in cash and cash equivalents | (4,139) | 3,275 |
Cash and cash equivalents | ||
Beginning of period | 8,917 | 1,089 |
End of period | 4,778 | 4,364 |
Non-cash investing and financing transactions | ||
Assets acquired under capital lease obligations | $ 1,765 | $ 2,707 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization These unaudited financial statements represent the financial statements of BMC Stock Holdings, Inc., and its subsidiaries. All references to “BMC,” “we,” “us,” “our” or the “Company” mean BMC Stock Holdings, Inc. The Company distributes lumber and building materials to new construction and repair and remodeling contractors. Additionally, we provide solution-based services to our customers, including component design, product specification and installation services. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) that permit reduced disclosure for interim periods. The condensed consolidated balance sheet as of December 31, 2016 was derived from audited financial statements, but does not include all necessary disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The unaudited condensed consolidated financial statements include all accounts of the Company and its subsidiaries and, in the opinion of management, include all recurring adjustments and normal accruals necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the dates and periods presented. These unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (“ 2016 Annual Report on Form 10-K”). Results for interim periods are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. All material intercompany accounts and transactions have been eliminated in consolidation. Comprehensive income (loss) Comprehensive income (loss) is equal to the net income (loss) for all periods presented. Recently adopted accounting pronouncements In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 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 became effective for the Company’s annual and interim periods beginning on January 1, 2017. The adoption of the guidance did not have a material impact on our financial statements. Recently issued accounting pronouncements not yet adopted In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), and issued subsequent amendments to the initial guidance within Accounting Standards Update 2016-08, Revenue from Contracts with Customers, Principal versus Agent Considerations (“ASU 2016-08”) issued in March 2016, Accounting Standards Update 2016-10, Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing (“ASU 2016-10”) issued in April 2016, Accounting Standards Update 2016-12, Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”) issued in May 2016 and Accounting Standards Update 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (“ASU 2016-20”) issued in December 2016 (ASU 2014-09, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 collectively “Topic 606”). Topic 606 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. The guidance permits the use of either a full retrospective or modified retrospective transition method. We expect to adopt the standard on January 1, 2018 using the modified retrospective transition method, with the option to utilize certain practical expedients as defined in Topic 606. The modified retrospective transition method recognizes the cumulative effect of initially applying the standard in retained earnings on the date of adoption. We are continuing to evaluate the impact of the standard on our financial statements, but based on our preliminary assessment, we believe that contracts with a construction service element may be impacted. As we continue to evaluate the standard and finalize our assessment, our current conclusions are subject to change. 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 in the process of evaluating the impact of the standard on our financial statements. As a lessee, certain of our various leases under existing guidance are classified as operating leases that are not recorded on the balance sheet but are recorded in the statement of operations as expense is incurred. Upon adoption of the standard, we will be required to record substantially all leases on the balance sheet as a ROU asset and a lease liability. The timing of expense recognition and classification in the statement of operations could change based on the classification of leases as either operating or financing. In August 2016, the FASB issued Accounting Standards Update 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 was issued to decrease the diversity in practice of how certain cash receipts and cash payments are presented and classified in the statement of cash flows by providing guidance on eight specific cash flow issues. ASU 2016-15 is effective for the Company’s annual and interim periods beginning on January 1, 2018, with early adoption permitted and retrospective application required. The adoption of the standard is not expected to have a material impact on our financial statements. In November 2016, the FASB issued Accounting Standards Update 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). ASU 2016-18 requires that the statement of cash flows include restricted cash in the beginning and end-of-period total amounts shown and that the statement of cash flows explain the changes in restricted cash during the period. ASU 2016-18 is effective for the Company's annual and interim periods beginning on January 1, 2018. Retrospective application is required and early adoption is permitted. The adoption of the standard is not expected to have a material impact on our financial statements. In January 2017, the FASB issued Accounting Standards Update 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). ASU 2017-01 provides guidance in determining when a set of assets and activities meets the definition of a business. ASU 2017-01 is effective for the Company's annual and interim periods beginning on January 1, 2018. Early application is permitted for transactions meeting certain criteria and prospective application is required. The adoption of the standard is not expected to have a material impact on our financial statements. In January 2017, the FASB issued Accounting Standards Update 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires computation of the implied fair value of a reporting unit's goodwill. The amount of a goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for the Company's annual goodwill impairment test and any interim tests during the Company's annual and interim periods beginning on January 1, 2020. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. Prospective application is required. The adoption of the standard is not expected to have a material impact on our financial statements. In February 2017, the FASB issued Accounting Standards Update 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (“ASU 2017-05”). ASU 2017-05 clarifies the scope of Subtopic 610-20, which provides guidance for recognizing gains and losses from the sale or transfer of nonfinancial assets in contracts with noncustomers. ASU 2017-05 also provides guidance for partial sales of nonfinancial assets. ASU 2017-05 is effective for the Company’s annual and interim periods beginning on January 1, 2018 and we are required to adopt ASU 2017-05 at the same time that we adopt ASU 2014-09. The guidance permits the use of either a retrospective or cumulative effect transition method. We are evaluating the impact of the standard on our financial statements. |
Acquisition of Code Plus Compon
Acquisition of Code Plus Components, LLC | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisition of Code Plus Components, LLC | Acquisition of Code Plus Components, LLC On March 27, 2017 , the Company acquired substantially all of the assets and assumed certain liabilities of Code Plus Components, LLC (“Code Plus”), a manufacturer of structural components located in Martinsburg, West Virginia, for a preliminary purchase price of $7.1 million . The purchase price includes an initial holdback of $0.4 million due to the sellers one year from the closing date. The holdback amount may be reduced under certain circumstances. Additionally, the acquisition includes an earnout provision which would require the Company to pay the sellers up to an additional $0.8 million upon the acquired operations achieving certain performance targets. The Company funded the transaction through borrowings on the Company’s revolving line of credit. The acquisition was accounted for using the acquisition method of accounting under ASC 805, Business Combinations, whereby the results of operations of Code Plus are included in the Company’s consolidated financial statements beginning on the acquisition date. Due to the timing of the close of the acquisition, the initial purchase accounting for intangible assets and property and equipment is not complete. The preliminary purchase price allocation resulted in the initial recognition of goodwill of $2.3 million , a customer relationship intangible asset of $3.4 million and a non-compete agreement intangible asset of $0.5 million , as well as other operating assets and liabilities. All of the goodwill recognized is expected to be deductible for tax purposes. The impact of the acquisition was not significant for the reporting of pro forma financial information. The results of operations of Code Plus included in the Company’s consolidated statements of operations since the acquisition date are not material. For the year ended December 31, 2016, Code Plus generated net sales of approximately $14.2 million . The Company incurred transaction costs of $0.1 million for the three months ended March 31, 2017 , which are included in selling, general and administrative expenses in the condensed consolidated statements of operations. |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2017 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable Accounts receivable consist of the following at March 31, 2017 and December 31, 2016 : (in thousands) March 31, December 31, Trade receivables $ 354,940 $ 323,725 Allowance for doubtful accounts (4,006 ) (4,162 ) Other allowances (7,688 ) (6,259 ) $ 343,246 $ 313,304 |
Impairment of BMHC ERP System I
Impairment of BMHC ERP System Impairment of BMHC ERP System | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Impairment of BMHC ERP System | Impairment of BMHC ERP System During 2013, Building Materials Holding Corporation (“BMHC” or “Legacy BMHC”) selected a new third-party software vendor for its planned Enterprise Resource Planning (“New ERP”) system and began incurring costs related to design, development and implementation of the New ERP. BMHC also began paying an annual licensing fee. During March 2016, the Company decided to integrate all operations under the Enterprise Resource Planning system utilized by Stock Building Supply Holdings, Inc. (“SBS” and the “Legacy SBS ERP system”) and to discontinue use of the New ERP. In connection with this decision, the Company recorded asset impairment charges of approximately $11.9 million in its condensed consolidated statement of operations for the three months ended March 31, 2016 related to capitalized software development costs for New ERP functionality that the Company had intended to implement in future periods. These costs had previously been recorded as construction-in-progress within property and equipment on the condensed consolidated balance sheets. As of March 31, 2017 , the Company had approximately $1.2 million of unamortized prepaid expenses related to the New ERP recorded within prepaid expenses and other current assets on its condensed consolidated balance sheet. These unamortized prepaid expenses relate to license and service contracts that will continue to be utilized by the Company until the time the Company ceases using the New ERP system. The Company is also obligated under a non-cancellable agreement to make future payments through the third quarter of 2017 of approximately $2.0 million related to New ERP software licenses. The Company may be required to accelerate the expense recognition of any unamortized prepaid costs and future contractual costs once we cease using the New ERP. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term debt as of March 31, 2017 and December 31, 2016 consists of the following: (in thousands) March 31, December 31, Senior secured notes, due 2024 $ 350,000 $ 350,000 Revolving credit agreement 19,745 — Other 406 2,963 370,151 352,963 Unamortized debt issuance costs related to senior secured notes (6,265 ) (6,474 ) 363,886 346,489 Less: Current portion of long-term debt 95 1,662 $ 363,791 $ 344,827 Senior Secured Notes On September 15, 2016 , the Company issued $350.0 million of senior secured notes due 2024 (the “Senior Notes”) under an unregistered private placement not subject to the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Senior Notes were issued by BMC East, LLC, a 100% owned subsidiary of the Company, and are guaranteed by the Company and the other subsidiaries that guarantee our Credit Agreement (as defined below). 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. The interest rate is fixed at 5.5% and is payable semiannually on April 1 and October 1 . As of March 31, 2017 , the estimated market value of the Senior Notes was $7.0 million more than the carrying amount. The fair value is based on institutional trading activity and was classified as a Level 2 measurement in accordance with ASC 820. Revolving Credit Agreement On December 1, 2015 , we entered into a senior secured credit agreement with Wells Fargo Capital Finance, as administrative agent, and certain other lenders (the “Credit Agreement”), which includes a revolving line of credit (the “Revolver”). The Credit Agreement, as amended, has an aggregate commitment of $375.0 million . We had outstanding borrowings under the Revolver of $19.7 million with net availability of $288.2 million as of March 31, 2017 . The interest rate on outstanding borrowings was 4.25% as of March 31, 2017. We had $67.0 million in letters of credit outstanding under the Credit Agreement as of March 31, 2017 . The carrying value of the Revolver at March 31, 2017 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. Other Other long-term debt as of March 31, 2017 consists of a $0.4 million term note secured by real property with a maturity of February 2021 . The interest rate is 7.0% and is paid monthly. The estimated market value of other long-term debt approximates the carrying amount. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company evaluates its deferred tax assets quarterly 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. The Company had a valuation allowance of $0.1 million against its deferred tax assets related to certain state tax jurisdictions as of March 31, 2017 and December 31, 2016 . To the extent the Company generates future tax net operating losses, the Company may be required to increase the valuation allowance on deferred tax assets, which may unfavorably impact the effective tax rate. The Company has no material uncertain tax positions as of March 31, 2017 and December 31, 2016 . For the three months ended March 31, 2017 , the Company’s effective tax rate was 20.6% , which varied from the federal statutory rate of 35% primarily due to excess tax windfall benefits from stock compensation of $0.8 million offset by state income tax expense. For the three months ended March 31, 2016 , the effective tax rate was 36.8% , which varied from the federal statutory rate of 35% primarily due to state taxes and non-deductible costs related to the merger of BMHC and SBS (the “Merger”). |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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 currently 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. |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Based Compensation | Stock Based Compensation The following table highlights the expense related to stock based compensation for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, (in thousands) 2017 2016 Restricted stock $ 136 $ 692 Restricted stock units 817 879 Performance-based restricted stock units 187 2 Stock options 91 316 Stock based compensation $ 1,231 $ 1,889 During the three months ended March 31, 2017 , in addition to grants of service-based restricted stock unit awards, the Company granted performance-based restricted stock units that vest on Ma rch 15, 2020 . The grant date fair value of the performance-based restricted stock units was $21.35 . The number of performance-based restricted stock units that are issued on the vesting date could range from zero to a maximum of 158,402 , based 50% upon the Company’s average return on invested capital (“ROIC”) over the three year period from January 1, 2017 through December 31, 2019 and 50% upon the Company’s cumulative adjusted earnings per share (“Adjusted EPS”) over the same three year period. During the three months ended March 31, 2016 , in addition to grants of service-based restricted stock unit awards, the Company granted performance-based restricted stock units that vest on March 15, 2019 . The number of performance-based restricted stock units that are issued on the vesting date could range from zero to a maximum of 206,250 , based upon the Company’s cumulative Adjusted EBITDA over the three year period from January 1, 2016 through December 31, 2018 . |
Segments
Segments | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segments | Segments ASC 280, Segment Reporting, 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 (“CODM”) in deciding how to allocate resources and in assessing performance. Beginning January 1, 2017, the Company’s operating segments consist of the Mid-Atlantic, Southeast, Texas, Intermountain and Western divisions after the Company realigned certain of its markets, which resulted in the consolidation of the Company’s historical Mountain West division into the Intermountain division. Following the realignment, the CODM continues to review aggregate information to allocate resources and assess performance. Based on this, as well as the similar economic characteristics, nature of products, distribution methods and customers of the divisions both before and after the realignment, the Company has aggregated its 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 and other income and expenses not allocated to the operating segments. The following tables present Net Sales, Adjusted EBITDA and certain other measures for the reportable segment and total Company operations for the three months ended March 31, 2017 and 2016 . Adjusted EBITDA is used as a performance metric by the CODM in determining how to allocate resources and assess performance. Three Months Ended March 31, 2017 (in thousands) Net Sales Gross Profit Depreciation & Amortization Adjusted EBITDA Geographic divisions $ 757,700 $ 178,197 $ 16,227 $ 47,403 Other reconciling items — — 586 (13,840 ) $ 757,700 $ 178,197 $ 16,813 Three Months Ended March 31, 2016 (in thousands) Net Sales Gross Profit Depreciation & Amortization Adjusted EBITDA Geographic divisions $ 727,418 $ 166,617 $ 15,606 $ 52,979 Other reconciling items — — 1,076 (19,270 ) $ 727,418 $ 166,617 $ 16,682 Reconciliation to consolidated financial statements: Three Months Ended March 31, (in thousands) 2017 2016 Income (loss) before income taxes $ 4,717 $ (10,696 ) Interest expense 6,088 8,231 Depreciation and amortization 16,813 16,682 Merger and integration costs 4,441 2,836 Non-cash stock compensation expense 1,231 1,889 Acquisition costs 273 — Impairment of assets — 11,883 Inventory step-up charges — 2,884 Adjusted EBITDA of other reconciling items 13,840 19,270 Adjusted EBITDA of geographic divisions reportable segment $ 47,403 $ 52,979 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic net income (loss) per share (“EPS”) is calculated by dividing net income 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, restricted stock and restricted stock unit awards are considered to be potential common shares. During periods of net loss, no effect is given to potential common shares as they are anti-dilutive. Performance-based restricted stock units are not included in the calculation of diluted EPS until they are contingently issuable. The basic and diluted EPS calculations for the three months ended March 31, 2017 and 2016 are presented below: Three Months Ended March 31, (in thousands, except per share amounts) 2017 2016 Income (loss) attributable to common stockholders $ 3,744 $ (6,756 ) Weighted average common shares outstanding, basic 66,692 65,338 Effect of dilutive securities: Restricted stock 83 — Restricted stock units 178 — Stock options 233 — Weighted average common shares outstanding, diluted 67,186 65,338 Basic income (loss) per common share $ 0.06 $ (0.10 ) Diluted income (loss) per common share $ 0.06 $ (0.10 ) The following table provides the securities that could potentially dilute EPS in the future, but were not included in the computation of diluted EPS for the periods presented because to do so would have been anti-dilutive. The amounts included in this table exclude performance-based restricted stock units. The number of currently outstanding performance-based restricted stock units that are issued upon vesting could range from zero to a maximum of 364,652 . Three Months Ended March 31, (in thousands) 2017 2016 Restricted stock — 362 Restricted stock units 21 357 Stock options 303 1,222 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 3, 2017 , the Company acquired substantially all of the assets and assumed certain liabilities of Texas Plywood & Lumber Company, Inc. (“TexPly”), a supplier of production millwork and doors in the Dallas-Fort Worth area, for a preliminary purchase price of $32.1 million , of which $2.5 million was deposited in an escrow account to fund post-closing adjustments and other indemnification obligations for a period of one year from the closing date of the acquisition. The Company funded the transaction through borrowings on the Company’s Revolver. For the year ended December 31, 2016, TexPly generated net sales of approximately $55.2 million . The results of operations of TexPly will be included in the Company’s consolidated financial statements beginning on the acquisition date. Due to the timing of the close of the acquisition, the initial purchase accounting for the acquisition is incomplete and therefore, certain disclosures required by ASC 805, Business Combinations, have not been included. The Company is in the process of performing its valuation of the acquired assets and liabilities and currently anticipates a customer relationship intangible asset and goodwill, among other operating assets and liabilities, to be recognized as part of this acquisition. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | Basis of Presentation The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) that permit reduced disclosure for interim periods. The condensed consolidated balance sheet as of December 31, 2016 was derived from audited financial statements, but does not include all necessary disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The unaudited condensed consolidated financial statements include all accounts of the Company and its subsidiaries and, in the opinion of management, include all recurring adjustments and normal accruals necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the dates and periods presented. These unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (“ 2016 Annual Report on Form 10-K”). Results for interim periods are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. All material intercompany accounts and transactions have been eliminated in consolidation. |
Comprehensive income (loss) | Comprehensive income (loss) Comprehensive income (loss) is equal to the net income (loss) for all periods presented. |
Recently issued accounting pronouncements | Recently adopted accounting pronouncements In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 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 became effective for the Company’s annual and interim periods beginning on January 1, 2017. The adoption of the guidance did not have a material impact on our financial statements. Recently issued accounting pronouncements not yet adopted In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), and issued subsequent amendments to the initial guidance within Accounting Standards Update 2016-08, Revenue from Contracts with Customers, Principal versus Agent Considerations (“ASU 2016-08”) issued in March 2016, Accounting Standards Update 2016-10, Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing (“ASU 2016-10”) issued in April 2016, Accounting Standards Update 2016-12, Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”) issued in May 2016 and Accounting Standards Update 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (“ASU 2016-20”) issued in December 2016 (ASU 2014-09, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 collectively “Topic 606”). Topic 606 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. The guidance permits the use of either a full retrospective or modified retrospective transition method. We expect to adopt the standard on January 1, 2018 using the modified retrospective transition method, with the option to utilize certain practical expedients as defined in Topic 606. The modified retrospective transition method recognizes the cumulative effect of initially applying the standard in retained earnings on the date of adoption. We are continuing to evaluate the impact of the standard on our financial statements, but based on our preliminary assessment, we believe that contracts with a construction service element may be impacted. As we continue to evaluate the standard and finalize our assessment, our current conclusions are subject to change. 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 in the process of evaluating the impact of the standard on our financial statements. As a lessee, certain of our various leases under existing guidance are classified as operating leases that are not recorded on the balance sheet but are recorded in the statement of operations as expense is incurred. Upon adoption of the standard, we will be required to record substantially all leases on the balance sheet as a ROU asset and a lease liability. The timing of expense recognition and classification in the statement of operations could change based on the classification of leases as either operating or financing. In August 2016, the FASB issued Accounting Standards Update 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 was issued to decrease the diversity in practice of how certain cash receipts and cash payments are presented and classified in the statement of cash flows by providing guidance on eight specific cash flow issues. ASU 2016-15 is effective for the Company’s annual and interim periods beginning on January 1, 2018, with early adoption permitted and retrospective application required. The adoption of the standard is not expected to have a material impact on our financial statements. In November 2016, the FASB issued Accounting Standards Update 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). ASU 2016-18 requires that the statement of cash flows include restricted cash in the beginning and end-of-period total amounts shown and that the statement of cash flows explain the changes in restricted cash during the period. ASU 2016-18 is effective for the Company's annual and interim periods beginning on January 1, 2018. Retrospective application is required and early adoption is permitted. The adoption of the standard is not expected to have a material impact on our financial statements. In January 2017, the FASB issued Accounting Standards Update 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). ASU 2017-01 provides guidance in determining when a set of assets and activities meets the definition of a business. ASU 2017-01 is effective for the Company's annual and interim periods beginning on January 1, 2018. Early application is permitted for transactions meeting certain criteria and prospective application is required. The adoption of the standard is not expected to have a material impact on our financial statements. In January 2017, the FASB issued Accounting Standards Update 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires computation of the implied fair value of a reporting unit's goodwill. The amount of a goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for the Company's annual goodwill impairment test and any interim tests during the Company's annual and interim periods beginning on January 1, 2020. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. Prospective application is required. The adoption of the standard is not expected to have a material impact on our financial statements. In February 2017, the FASB issued Accounting Standards Update 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (“ASU 2017-05”). ASU 2017-05 clarifies the scope of Subtopic 610-20, which provides guidance for recognizing gains and losses from the sale or transfer of nonfinancial assets in contracts with noncustomers. ASU 2017-05 also provides guidance for partial sales of nonfinancial assets. ASU 2017-05 is effective for the Company’s annual and interim periods beginning on January 1, 2018 and we are required to adopt ASU 2017-05 at the same time that we adopt ASU 2014-09. The guidance permits the use of either a retrospective or cumulative effect transition method. We are evaluating the impact of the standard on our financial statements. |
Income Taxes (Policies)
Income Taxes (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income Taxes The Company evaluates its deferred tax assets quarterly 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. |
Commitments and Contingencies (
Commitments and Contingencies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and Contingencies 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. |
Earnings Per Share (Policies)
Earnings Per Share (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings Per Share Basic net income (loss) per share (“EPS”) is calculated by dividing net income 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, restricted stock and restricted stock unit awards are considered to be potential common shares. During periods of net loss, no effect is given to potential common shares as they are anti-dilutive. Performance-based restricted stock units are not included in the calculation of diluted EPS until they are contingently issuable. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Receivables [Abstract] | |
Schedule of accounts receivable | Accounts receivable consist of the following at March 31, 2017 and December 31, 2016 : (in thousands) March 31, December 31, Trade receivables $ 354,940 $ 323,725 Allowance for doubtful accounts (4,006 ) (4,162 ) Other allowances (7,688 ) (6,259 ) $ 343,246 $ 313,304 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Long-term debt as of March 31, 2017 and December 31, 2016 consists of the following: (in thousands) March 31, December 31, Senior secured notes, due 2024 $ 350,000 $ 350,000 Revolving credit agreement 19,745 — Other 406 2,963 370,151 352,963 Unamortized debt issuance costs related to senior secured notes (6,265 ) (6,474 ) 363,886 346,489 Less: Current portion of long-term debt 95 1,662 $ 363,791 $ 344,827 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of expenses related to share-based payments | The following table highlights the expense related to stock based compensation for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, (in thousands) 2017 2016 Restricted stock $ 136 $ 692 Restricted stock units 817 879 Performance-based restricted stock units 187 2 Stock options 91 316 Stock based compensation $ 1,231 $ 1,889 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 measures for the reportable segment and total Company operations for the three months ended March 31, 2017 and 2016 . Adjusted EBITDA is used as a performance metric by the CODM in determining how to allocate resources and assess performance. Three Months Ended March 31, 2017 (in thousands) Net Sales Gross Profit Depreciation & Amortization Adjusted EBITDA Geographic divisions $ 757,700 $ 178,197 $ 16,227 $ 47,403 Other reconciling items — — 586 (13,840 ) $ 757,700 $ 178,197 $ 16,813 Three Months Ended March 31, 2016 (in thousands) Net Sales Gross Profit Depreciation & Amortization Adjusted EBITDA Geographic divisions $ 727,418 $ 166,617 $ 15,606 $ 52,979 Other reconciling items — — 1,076 (19,270 ) $ 727,418 $ 166,617 $ 16,682 |
Reconciliation to consolidated financial statements | Reconciliation to consolidated financial statements: Three Months Ended March 31, (in thousands) 2017 2016 Income (loss) before income taxes $ 4,717 $ (10,696 ) Interest expense 6,088 8,231 Depreciation and amortization 16,813 16,682 Merger and integration costs 4,441 2,836 Non-cash stock compensation expense 1,231 1,889 Acquisition costs 273 — Impairment of assets — 11,883 Inventory step-up charges — 2,884 Adjusted EBITDA of other reconciling items 13,840 19,270 Adjusted EBITDA of geographic divisions reportable segment $ 47,403 $ 52,979 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted EPS calculations | The basic and diluted EPS calculations for the three months ended March 31, 2017 and 2016 are presented below: Three Months Ended March 31, (in thousands, except per share amounts) 2017 2016 Income (loss) attributable to common stockholders $ 3,744 $ (6,756 ) Weighted average common shares outstanding, basic 66,692 65,338 Effect of dilutive securities: Restricted stock 83 — Restricted stock units 178 — Stock options 233 — Weighted average common shares outstanding, diluted 67,186 65,338 Basic income (loss) per common share $ 0.06 $ (0.10 ) Diluted income (loss) per common share $ 0.06 $ (0.10 ) |
Schedule of anti-dilutive securities excluded from computation of earnings per share | The following table provides the securities that could potentially dilute EPS in the future, but were not included in the computation of diluted EPS for the periods presented because to do so would have been anti-dilutive. The amounts included in this table exclude performance-based restricted stock units. The number of currently outstanding performance-based restricted stock units that are issued upon vesting could range from zero to a maximum of 364,652 . Three Months Ended March 31, (in thousands) 2017 2016 Restricted stock — 362 Restricted stock units 21 357 Stock options 303 1,222 |
Acquisition of Code Plus Comp27
Acquisition of Code Plus Components, LLC (Narrative) (Details) - USD ($) $ in Thousands | Mar. 27, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 257,134 | $ 254,832 | ||
Net sales | 757,700 | $ 727,418 | ||
Income before income taxes | 4,717 | (10,696) | ||
Acquisition costs | 273 | $ 0 | ||
Code Plus [Member] | ||||
Business Acquisition [Line Items] | ||||
Date of acquisition | Mar. 27, 2017 | |||
Purchase price | $ 7,100 | |||
Initial holdback | 400 | |||
Earnout provision | 800 | |||
Goodwill | 2,300 | |||
Pre-acquisition sales | $ 14,200 | |||
Goodwill recognized expected to be deductible for tax | 2,300 | |||
Customer relationships [Member] | Code Plus [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 3,400 | |||
Non-compete agreements [Member] | Code Plus [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 500 | |||
Selling, general and administrative expenses [Member] | Code Plus [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition costs | $ 100 |
Accounts Receivable (Accounts R
Accounts Receivable (Accounts Receivable) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Receivables [Abstract] | ||
Trade receivables | $ 354,940 | $ 323,725 |
Allowance for doubtful accounts | (4,006) | (4,162) |
Other allowances | (7,688) | (6,259) |
Accounts receivable, net | $ 343,246 | $ 313,304 |
Impairment of BMHC ERP System29
Impairment of BMHC ERP System Impairment of BMCH ERP System (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Impairment of assets | $ 0 | $ 11,883 |
ERP System [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Impairment of assets | $ 11,883 | |
Purchase Obligation | 2,000 | |
ERP System [Member] | Prepaid expenses and other current assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Unamortized prepaid license and service contract expenses | $ 1,200 |
Debt (Debt Table) (Details)
Debt (Debt Table) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 15, 2016 |
Debt Instrument [Line Items] | |||
Outstanding borrowings | $ 370,151 | $ 352,963 | |
Unamortized debt issuance costs related to senior secured notes | (6,265) | (6,474) | |
Total debt | 363,886 | 346,489 | |
Less: Current portion of long-term debt | 95 | 1,662 | |
Long-term debt | 363,791 | 344,827 | |
Senior secured notes, due 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding borrowings | 350,000 | 350,000 | $ 350,000 |
Revolving credit agreement [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding borrowings | 19,745 | 0 | |
Other debt [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding borrowings | $ 406 | $ 2,963 |
Debt Debt (Narrative) (Details)
Debt Debt (Narrative) (Details) - USD ($) $ in Thousands | Sep. 15, 2016 | Dec. 01, 2015 | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||
Outstanding borrowings | $ 370,151 | $ 352,963 | ||
Senior secured notes, due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt issuance date | Sep. 15, 2016 | |||
Outstanding borrowings | $ 350,000 | 350,000 | 350,000 | |
Maturity date, year | 2,024 | |||
Interest rate | 5.50% | |||
Interest payment dates | payable semiannually on April 1 and October 1 | |||
Fair value in excess of carrying value | 7,000 | |||
Revolving credit agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 375,000 | |||
Outstanding borrowings | 19,745 | 0 | ||
Net availability | $ 288,200 | |||
Interest rate | 4.25% | |||
Letters of credit outstanding | $ 67,000 | |||
Date entered into agreement | Dec. 1, 2015 | |||
Other debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Feb. 28, 2021 | |||
Outstanding borrowings | $ 406 | $ 2,963 | ||
Interest rate | 7.00% | |||
BMC East, LLC [Member] | Senior secured notes, due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Ownership percent | 100.00% | |||
Guarantor Subsidiaries [Member] | Senior secured notes, due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Ownership percent | 100.00% |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | |||
Valuation allowance | $ 100,000 | $ 100,000 | |
Uncertain tax positions | $ 0 | $ 0 | |
Income tax expense at statutory rate | 35.00% | 35.00% | |
Effective income tax rate | 20.60% | 36.80% | |
Tax impact of windfall tax benefits from stock compensation | $ 800,000 |
Stock Based Compensation (Stock
Stock Based Compensation (Stock based compensation expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | $ 1,231 | $ 1,889 |
Restricted stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | 136 | 692 |
Restricted stock units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | 817 | 879 |
Performance-based restricted stock units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | 187 | 2 |
Stock options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | $ 91 | $ 316 |
Stock Based Compensation (Narra
Stock Based Compensation (Narrative) (Details) - Performance-based restricted stock units [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Performance-based shares available for vesting | 0 | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Performance-based shares available for vesting | 364,652 | |
Q1 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting date | Mar. 15, 2020 | |
Grant date fair value (in dollars per share) | $ 21.35 | |
Award vesting period (in years) | 3 years | |
Percent of performance measurement based on ROIC | 50.00% | |
Percent of performance measurement based on Adjusted EPS | 50.00% | |
Performance period (start date) | Jan. 1, 2017 | |
Performance period (end date) | Dec. 31, 2019 | |
Q1 2017 [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock units granted | 0 | |
Q1 2017 [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock units granted | 158,402 | |
Q1 2016 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting date | Mar. 15, 2019 | |
Award vesting period (in years) | 3 years | |
Performance period (start date) | Jan. 1, 2016 | |
Performance period (end date) | Dec. 31, 2018 | |
Q1 2016 [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock units granted | 0 | |
Q1 2016 [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock units granted | 206,250 |
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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 757,700 | $ 727,418 |
Gross profit | 178,197 | 166,617 |
Depreciation & amortization | 16,813 | 16,682 |
Operating segments [Member] | Geographic divisions [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 757,700 | 727,418 |
Gross profit | 178,197 | 166,617 |
Depreciation & amortization | 16,227 | 15,606 |
Adjusted EBITDA | 47,403 | 52,979 |
Other reconciling items [Member] | Other reconciling items [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 0 | 0 |
Gross profit | 0 | 0 |
Depreciation & amortization | 586 | 1,076 |
Adjusted EBITDA | $ (13,840) | $ (19,270) |
Segments (Reconciliation of adj
Segments (Reconciliation of adjusted EBITDA to consolidated financial statements) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Income (loss) before income taxes | $ 4,717 | $ (10,696) |
Interest expense | 6,088 | 8,231 |
Depreciation and amortization | 16,813 | 16,682 |
Merger and integration costs | 4,441 | 2,836 |
Non-cash stock compensation expense | 1,231 | 1,889 |
Acquisition costs | 273 | 0 |
Impairment of assets | 0 | 11,883 |
Inventory step-up charges | 0 | 2,884 |
Other reconciling items [Member] | Other reconciling items [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Depreciation and amortization | 586 | 1,076 |
Adjusted EBITDA | 13,840 | 19,270 |
Operating segments [Member] | Geographic divisions [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Depreciation and amortization | 16,227 | 15,606 |
Adjusted EBITDA | $ (47,403) | $ (52,979) |
Segments (Narrative) (Details)
Segments (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2017segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Earnings Per Share (Basic and D
Earnings Per Share (Basic and Diluted EPS) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Income (loss) attributable to common stockholders | $ 3,744 | $ (6,756) |
Weighted average common shares outstanding, basic (in shares) | 66,692 | 65,338 |
Weighted average common shares outstanding, diluted (in shares) | 67,186 | 65,338 |
Basic income (loss) per common share (in dollars per share) | $ 0.06 | $ (0.10) |
Diluted income (loss) per common share (in dollars per share) | $ 0.06 | $ (0.10) |
Restricted stock [Member] | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Stock based payment arrangements (in shares) | 83 | 0 |
Restricted stock units [Member] | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Stock based payment arrangements (in shares) | 178 | 0 |
Stock options [Member] | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Stock based payment arrangements (in shares) | 233 | 0 |
Earnings Per Share (Schedule of
Earnings Per Share (Schedule of anti-dilutive securities) (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
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) | 0 | 362 |
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) | 21 | 357 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 303 | 1,222 |
Earnings Per Share Earnings Per
Earnings Per Share Earnings Per Share (Narrative) (Details) - Performance-based restricted stock units [Member] | 3 Months Ended |
Mar. 31, 2017shares | |
Minimum [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Performance-based shares available for vesting | 0 |
Maximum [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Performance-based shares available for vesting | 364,652 |
Subsequent Events (Details)
Subsequent Events (Details) - TexPly [Member] - USD ($) $ in Millions | Apr. 03, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | ||
Pre-acquisition sales | $ 55.2 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Date of acquisition | Apr. 3, 2017 | |
Purchase price | $ 32.1 | |
Escrow deposit | $ 2.5 |