Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 28, 2018 | Jun. 30, 2017 | |
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, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 1,163,134,334 | ||
Entity Common Stock, Shares Outstanding | 67,140,448 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 11,750 | $ 8,917 |
Accounts receivable, net of allowances | 322,892 | 313,304 |
Inventories, net | 309,060 | 272,276 |
Costs in excess of billings on uncompleted contracts | 28,738 | 26,373 |
Income taxes receivable | 3,748 | 2,437 |
Prepaid expenses and other current assets | 57,949 | 43,635 |
Total current assets | 734,137 | 666,942 |
Property and equipment, net of accumulated depreciation | 295,820 | 286,741 |
Deferred income taxes | 0 | 550 |
Customer relationship intangible assets, net of accumulated amortization | 166,306 | 164,191 |
Other intangible assets, net of accumulated amortization | 1,306 | 3,024 |
Goodwill | 261,792 | 254,832 |
Other long-term assets | 13,989 | 18,734 |
Total assets | 1,473,350 | 1,395,014 |
Current liabilities | ||
Accounts payable | 174,583 | 165,540 |
Accrued expenses and other liabilities | 96,262 | 88,786 |
Billings in excess of costs on uncompleted contracts | 18,428 | 15,691 |
Interest payable | 4,769 | 5,619 |
Current portion of long-term debt and capital lease obligations | 7,739 | 11,155 |
Current portion of insurance reserves | 13,496 | 16,021 |
Total current liabilities | 315,277 | 302,812 |
Insurance reserves | 38,470 | 39,184 |
Long-term debt | 349,059 | 344,827 |
Long-term portion of capital lease obligations | 14,838 | 20,581 |
Deferred income taxes | 1,768 | 0 |
Other long-term liabilities | 7,039 | 7,009 |
Total liabilities | 726,451 | 714,413 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity | ||
Preferred stock, $0.01 par value, 50.0 million shares authorized, no shares issued and outstanding at December 31, 2017 and December 31, 2016 | 0 | 0 |
Common stock, $0.01 par value, 300.0 million shares authorized, 67.3 million and 66.8 million shares issued, and 67.1 million and 66.7 million outstanding at December 31, 2017 and December 31, 2016, respectively | 673 | 668 |
Additional paid-in capital | 659,440 | 649,280 |
Retained earnings | 90,607 | 33,182 |
Treasury stock, at cost, 0.2 million and 0.1 million shares at December 31, 2017 and December 31, 2016, respectively | (3,821) | (2,529) |
Total stockholders' equity | 746,899 | 680,601 |
Total liabilities and stockholders' equity | $ 1,473,350 | $ 1,395,014 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Millions | Dec. 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) | 67.3 | 66.8 |
Common stock, shares outstanding (in shares) | 67.1 | 66.7 |
Treasury stock, shares | 0.2 | 0.1 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Building products | $ 2,561,454 | $ 2,336,041 | $ 1,146,190 |
Construction services | 804,514 | 757,702 | 430,556 |
Net sales | 3,365,968 | 3,093,743 | 1,576,746 |
Building products | 1,906,583 | 1,725,843 | 864,485 |
Construction services | 663,870 | 625,935 | 350,851 |
Cost of sales | 2,570,453 | 2,351,778 | 1,215,336 |
Gross profit | 795,515 | 741,965 | 361,410 |
Selling, general and administrative expenses | 619,546 | 571,799 | 306,843 |
Depreciation expense | 43,022 | 38,441 | 15,700 |
Amortization expense | 16,003 | 20,721 | 3,626 |
Merger and integration costs | 15,336 | 15,340 | 22,993 |
Impairment of assets | 435 | 11,928 | 0 |
Total operating expenses | 694,342 | 658,229 | 349,162 |
Income from operations | 101,173 | 83,736 | 12,248 |
Other income (expense) | |||
Interest expense | (25,036) | (30,131) | (27,552) |
Loss on debt extinguishment | 0 | (12,529) | 0 |
Other income, net | 5,690 | 4,070 | 784 |
Income (loss) before income taxes | 81,827 | 45,146 | (14,520) |
Income tax expense (benefit) | 24,402 | 14,266 | (9,689) |
Net income (loss) | $ 57,425 | $ 30,880 | $ (4,831) |
Weighted average common shares outstanding | |||
Basic (in shares) | 66,900 | 66,055 | 41,260 |
Diluted (in shares) | 67,404 | 66,609 | 41,260 |
Net income (loss) per share | |||
Basic (in dollars per share) | $ 0.86 | $ 0.47 | $ (0.12) |
Diluted (in dollars per share) | $ 0.85 | $ 0.46 | $ (0.12) |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY Statement - USD ($) shares in Thousands, $ 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, 2014 | $ 179,078 | $ 395 | $ (2,653) | $ 174,203 | $ 7,133 |
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) | |
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 income (loss) | (4,831) | (4,831) | |||
Stockholders' equity, end of period at Dec. 31, 2015 | 628,932 | $ 654 | $ (426) | 626,402 | 2,302 |
Common stock outstanding, beginning of period (in shares) at Dec. 31, 2014 | 39,455 | ||||
Treasury shares, beginning of period (in shares) at Dec. 31, 2014 | 482 | ||||
Stockholders Equity, Common Shares [Abstract] | |||||
Effect of reverse merger (shares) | 26,186 | ||||
Cancellation of Legacy BMC treasury stock in connection with the Merger (shares) | 434 | 434 | |||
Shares vested for long-term incentive plan | 153 | 126 | |||
Shares repurchased (shares) | 103 | ||||
Common stock outstanding, end of period (in shares) at Dec. 31, 2015 | 65,360 | ||||
Treasury shares, end of period (in shares) at Dec. 31, 2015 | 25 | ||||
Stockholders' Equity [Abstract] | |||||
Tax benefits related to stock based compensation plans | 483 | 483 | |||
Shares vested for long-term incentive plan | 0 | $ 4 | $ 0 | (4) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 0 | ||||
Issuance of common stock, net of offering costs | 13,776 | 8 | 13,768 | ||
Exercise of stock options | 1,301 | 2 | 1,299 | ||
Shares repurchased | (2,023) | $ (2,023) | |||
Share withholdings made in satisfaction of exercise price | (80) | 80 | |||
Stock compensation expense | 7,252 | 7,252 | |||
Net income (loss) | 30,880 | 30,880 | |||
Stockholders' equity, end of period at Dec. 31, 2016 | $ 680,601 | $ 668 | $ (2,529) | 649,280 | 33,182 |
Stockholders Equity, Common Shares [Abstract] | |||||
Issuance of common stock (in shares) | 855 | ||||
Exercise of stock options (in shares) | 175 | ||||
Shares vested for long-term incentive plan | 424 | ||||
Shares repurchased (shares) | 119 | ||||
Share withholdings made in satisfaction of exercise price (shares) | 0 | 4 | |||
Common stock outstanding, end of period (in shares) at Dec. 31, 2016 | 66,700 | 66,814 | |||
Treasury shares, end of period (in shares) at Dec. 31, 2016 | 100 | 148 | |||
Stockholders' Equity [Abstract] | |||||
Shares vested for long-term incentive plan | $ 0 | $ 2 | (2) | ||
Exercise of stock options | 3,396 | 3 | 3,393 | ||
Shares repurchased | (1,292) | $ (1,292) | |||
Stock compensation expense | 6,769 | 6,769 | |||
Net income (loss) | 57,425 | 57,425 | |||
Stockholders' equity, end of period at Dec. 31, 2017 | $ 746,899 | $ 673 | $ (3,821) | $ 659,440 | $ 90,607 |
Stockholders Equity, Common Shares [Abstract] | |||||
Exercise of stock options (in shares) | 260 | ||||
Shares vested for long-term incentive plan | 212 | ||||
Shares repurchased (shares) | 59 | ||||
Common stock outstanding, end of period (in shares) at Dec. 31, 2017 | 67,100 | 67,286 | |||
Treasury shares, end of period (in shares) at Dec. 31, 2017 | 200 | 207 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | |||
Net income (loss) | $ 57,425 | $ 30,880 | $ (4,831) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities | |||
Depreciation expense | 53,214 | 47,959 | 20,963 |
Amortization of intangible assets | 16,003 | 20,721 | 3,626 |
Amortization of debt issuance costs | 1,684 | 3,114 | 2,525 |
Deferred income taxes | 2,318 | (3,571) | (5,892) |
Non-cash stock compensation expense | 6,769 | 7,252 | 2,749 |
Gain on sale of property, equipment and real estate | (1,683) | (1,396) | (497) |
Gain on insurance proceeds | (1,991) | (1,003) | 0 |
Impairment of assets | 435 | 11,928 | 0 |
Loss on debt extinguishment | 0 | 12,529 | 0 |
Amortization of inventory step-up charges | 0 | 2,884 | 10,285 |
Other non-cash adjustments | 552 | 98 | 244 |
Change in assets and liabilities, net of effects of acquisitions | |||
Accounts receivable, net of allowances | (3,252) | (10,128) | (24,061) |
Inventories, net | (32,297) | (31,200) | (16,452) |
Costs in excess of billings on uncompleted contracts | (2,364) | (3,845) | (4,026) |
Income taxes receivable | (1,311) | 9,627 | (8,176) |
Prepaid expenses and other current assets | (13,191) | (12,208) | (1,202) |
Other long-term assets | 3,458 | (126) | 1,240 |
Accounts payable | 3,477 | 28,592 | 873 |
Accrued expenses and other liabilities | 5,417 | (5,859) | 4,377 |
Billings in excess of costs on uncompleted contracts | 2,737 | (197) | 8,360 |
Insurance reserves | (3,239) | (16) | 7,973 |
Other long-term liabilities | (227) | 853 | 2,665 |
Net cash provided by operating activities | 93,934 | 106,888 | 743 |
Cash flows from investing activities | |||
Purchases of property, equipment and real estate | (63,278) | (38,067) | (31,319) |
Purchases of businesses, net of cash acquired | (38,438) | 0 | (149,485) |
Proceeds from sale of property, equipment and real estate | 13,445 | 3,187 | 3,280 |
Insurance proceeds | 0 | 1,151 | 0 |
Change in restricted assets | 0 | 0 | 36,106 |
Cash acquired in the Merger | 0 | 0 | 6,342 |
Net cash used in investing activities | (88,271) | (33,729) | (135,076) |
Cash flows from financing activities | |||
Proceeds from revolving line of credit | 995,306 | 1,544,064 | 293,183 |
Repayments of proceeds from revolving line of credit | (990,844) | (1,696,324) | (208,637) |
Payments on capital lease obligations | (9,926) | (8,800) | (4,542) |
Principal payments on other notes | (2,627) | (3,303) | (6,081) |
Secured borrowings | 2,880 | 1,427 | 767 |
Proceeds from exercise of stock options | 3,396 | 1,301 | 0 |
Purchase of treasury stock | (977) | (2,023) | (1,454) |
Payments of debt issuance costs | (38) | (7,011) | (3,567) |
Proceeds from issuance of Senior Notes | 0 | 350,000 | 0 |
Redemption of Extinguished Senior Notes | 0 | 250,000 | 0 |
Proceeds from issuance of common stock, net of offering costs | 0 | 13,776 | 0 |
Payments of debt extinguishment costs | 0 | (8,438) | 0 |
Borrowings under other notes | 0 | 0 | 2,491 |
Net cash (used in) provided by financing activities | (2,830) | (65,331) | 72,160 |
Net increase (decrease) in cash and cash equivalents | 2,833 | 7,828 | (62,173) |
Cash and cash equivalents | |||
Beginning of period | 8,917 | 1,089 | 63,262 |
End of period | 11,750 | 8,917 | 1,089 |
Supplemental disclosure of cash flow information | |||
Interest paid | 24,210 | 28,081 | 23,970 |
Cash paid for income taxes, net | 22,858 | 8,210 | 4,310 |
Non-cash investing and financing transactions | |||
Accrued purchases of property and equipment | 811 | 505 | 1,968 |
Assets acquired under capital lease obligations | 2,481 | 15,089 | 2,342 |
Consideration transferred in connection with the Merger | $ 0 | $ 0 | $ 453,390 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2017 | |
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 (“BMHC”) in accordance with the terms of the Agreement and Plan of Merger, dated as of June 2, 2015, by and between SBS and BMHC (the “Merger Agreement”), pursuant to which BMHC 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,” “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 was treated as a “reverse merger” under the acquisition method of accounting. For accounting purposes, BMHC is considered to have acquired SBS. Consequently, the historical financial statements of the Company reflect only the operations and financial condition of BMHC 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. The Company distributes lumber and building materials to new construction and repair and remodeling contractors. Additionally, the Company provides solution-based services to our customers, including component design, product specification and installation services. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | 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 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 reserves, warranties and share-based compensation. 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, 2017 and 2016 , no customer represented more than 10% of accounts receivable. For the years ended December 31, 2017 , 2016 and 2015 , no customer accounted for 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 $0.1 million and $0.2 million at December 31, 2017 and 2016 , respectively. Restricted assets Historically, the Company had restricted assets, 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 the years ended December 31, 2015 and 2014, the Company was able to release the majority of these amounts into unrestricted cash as a result of reductions in claims and the transfer of the risk of loss of certain claims to a reinsurer. In connection with the senior secured credit agreement entered into on December 1, 2015 with Wells Fargo Capital Finance, described elsewhere in this document, the Company was able to release the remaining cash collateral into unrestricted cash. 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 estimated percentage of supplier rebates to be earned. The Company also receives consideration from suppliers to promote their products ("marketing and advertising allowances"), which are accrued as part of cost of goods sold or selling, general and administrative expenses, depending on the nature of the allowance. Total rebates and marketing and advertising allowances receivable at December 31, 2017 and 2016 are $23.3 million and $21.4 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 the Company's 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, 2017 , 2016 and 2015 represented approximately 95% , 94% and 92% 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 $172.2 million , $152.7 million and $81.6 million for the years ended December 31, 2017 , 2016 and 2015 , 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 the Company's 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 3–30 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. Assets held for sale were not presented separately and were classified as other long-term assets in the consolidated balance sheets and were $2.3 million and $2.0 million at December 31, 2017 and 2016 , 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. Beginning January 1, 2017, following the realignment of certain markets which resulted in the consolidation of the Company's historical Mountain West division into the Intermountain division, the Company's five operating segments, which have been determined to be the Company's reporting units, are the Mid-Atlantic, Southeast, Texas, Intermountain and Western divisions. Following the realignment, the chief operating decision maker 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. 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. The Company completes its annual impairment assessment during the third quarter of each year. The Company did not recognize any impairment for the years ended December 31, 2017 , 2016 and 2015 . The Company may consider qualitative factors as part of its annual impairment assessment to determine whether it is more likely than not that a reporting unit's carrying value exceeds its fair value. If the Company's qualitative assessment indicates that goodwill impairment is more likely than not, the Company performs the two-step impairment test. Alternatively, the Company 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. The Company 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 the Company concludes no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, the Company performs 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, the Company 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. Merger and integration costs Merger and integration costs related to the ongoing integration of BMHC and SBS consist primarily of severance, rebranding, system integration costs and professional fees. 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 had no material uncertain tax positions as of December 31, 2017. 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 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 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 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, 2017 and 2016 , the carrying value of the insurance reserves related to these claims and the offsetting reinsurance receivable was $4.5 million and $5.6 million , respectively. Changes in these claims are recorded as an increase or decrease in the insurance 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 $5.2 million , $4.6 million and $2.4 million related to employer contributions for the years ended December 31, 2017 , 2016 and 2015 , respectively. These expenses are recorded to either selling, general and administrative expenses or cost of sales on the consolidated statements of operations, depending on the classification of the employee. 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, 2017 and 2016 , the Company had a deferred rent liability of $4.2 million and $3.6 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 a reduction in inventory and a subsequent reduction in cost of goods sold when the related product is sold. For the years ended December 31, 2017 and 2016 , the Company recorded $5.8 million and $3.7 million , respectively, of advertising and promotion expenses, net of cooperative advertising allowances, in selling, general and administrative expenses. Advertising and promotion expenses, net of cooperative advertising allowances, were not material for the year ended December 31, 2015. 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, using graded vesting. Exit or disposal costs 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) all other costs related to an exit or disposal activity be expensed as incurred. Debt issuance costs Costs incurred in connection with the Company’s revolving line of credit and senior secured notes are capitalized and amortized over the term of the agreement. Total debt issuance costs, net of accumulated amortization, were $8.1 million and $9.8 million as of December 31, 2017 and 2016 , respectively. Debt issuance costs related to the Company's revolving line of credit and senior secured notes are included in other long-term assets and long-term debt, respectively, on the consolidated balance sheets. Amortization of debt issuance costs for the years ended December 31, 2017 , 2016 and 2015 was $1.7 million , $3.1 million and $2.5 million , respectively, and is included in interest expense on the consolidated statements of operations. Derivatives The Company will occasionally enter into derivative instruments to offset existing or expected risks associated with fluctuations in commodity prices. The Company does not enter into derivative instruments for speculative or trading purposes. 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 2017 , 2016 or 2015 , and therefore, all changes in the fair market value of the derivative instruments have been reported in cost of goods sold on the consolidated statements of operations. Warranty expense The Company has warranty obligations with respect to most manufactured products. As of December 31, 2017 and 2016 , the Company had warranty liabilities of $2.5 million and $1.8 million , respectively, included in accrued expenses and other liabilities on the consolidated balance sheets. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. 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 the Company's 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. The Company will utilize the modified retrospective transition method, which recognizes the cumulative effect of initially applying the standard in retained earnings on the date of adoption, utilizing certain practical expedients as defined in Topic 606. The Company has evaluated the new standard against its existing accounting policies and practices, including reviewing purchase orders, invoices, shipping terms, conducting questionnaires with finance and operations personnel and reviewing contracts with customers. The adoption of the standard is not expected to have a material impact on the timing of revenue recognition or amount of revenue recognized from the Company's building products contracts. Revenue for building products contracts will continue to be recognized at a point in time, when control of the promised goods is transferred to the customer, with the exception of certain product offerings which are customized to customer specifications and meet the criteria to be recognized over time, which is consistent with the Company’s current accounting. The Company has not identified any information to date that would indicate that the adoption of Topic 606 will have a material impact on the accounting for the Company’s construction services contracts. Revenue for construction services contracts will generally continue to be recognized over time as the Company satisfies the performance obligations in the contracts. The Company is also prepared to meet the disclosure requirements of the standard, which are significant and incremental to the current disclosures. 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 begi |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions For all acquisitions, the Company allocates 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. Acquisition of Texas Plywood & Lumber Company, Inc. 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 purchase price of $31.7 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. This acquisition enhances the Company’s value-added offerings and footprint in the Dallas-Fort Worth market. The acquisition was accounted for using the acquisition method of accounting under ASC 805, Business Combinations ("ASC 805"), whereby the results of operations of TexPly are included in the Company’s consolidated financial statements beginning on the acquisition date. The purchase price allocation resulted in the recognition of goodwill of $3.6 million , a customer relationship intangible asset of $13.6 million , accounts receivable of $5.2 million , inventory of $3.9 million and real property of $5.4 million , as well as other operating assets and liabilities. The customer relationship intangible asset has a useful life of 13 years . 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 deductible for tax purposes. For the year ended December 31, 2016, TexPly generated net sales of approximately $55.2 million . The Company incurred transaction costs of $0.3 million for the year ended December 31, 2017 , which are included in selling, general and administrative expenses in the consolidated statements of operations. 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 purchase price of $7.1 million . This acquisition allowed the Company to add truss manufacturing capability to its value-added offerings in the Washington, DC metro area. 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 that would require the Company to pay the sellers up to an additional $0.8 million upon the acquired operations achieving certain performance targets from the acquisition date through December 31, 2018. 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, whereby the results of operations of Code Plus are included in the Company’s consolidated financial statements beginning on the acquisition date. The purchase price allocation resulted in the recognition of goodwill of $3.4 million , a customer relationship intangible asset of $2.3 million and a non-compete agreement intangible asset of $0.5 million , as well as other operating assets and liabilities. The purchase price allocation reflects a measurement period adjustment which increased goodwill and reduced the customer relationship intangible asset by $1.1 million . The customer relationship intangible asset and non-compete agreement intangible asset have useful lives of 12 years and 5 years , respectively. 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 deductible for tax purposes. 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 year ended December 31, 2017 , which are included in selling, general and administrative expenses in the consolidated statements of operations. Net sales for Code Plus and TexPly, in aggregate, included in the consolidated statements of operations were $54.3 million for the year ended December 31, 2017 . Estimated pre-tax earnings of Code Plus and TexPly, in aggregate, included in the consolidated statements of operations were $3.2 million for the year ended December 31, 2017 . The impact of the Code Plus and TexPly acquisitions was not considered significant for the reporting of pro forma financial information. Merger with Stock Building Supply Holdings, Inc. As described in Note 1, BMHC and SBS were merged in an all-stock transaction on December 1, 2015 . The Merger was accounted for as a reverse acquisition with BMHC 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 final 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 final 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 26,504 Property and equipment 125,717 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 253,541 Goodwill 199,849 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 which $2.9 million was recognized in cost of goods sold in the Company's consolidated statements of operations during the year ended December 31, 2016 and $10.3 million was recognized during the year ended December 31, 2015. 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 being amortized over weighted average periods of 16.5 years , 3.8 years and 1.0 year , respectively. Acquired property and equipment is being depreciated on a straight-line basis over the respective estimated remaining useful lives. 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 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 , BMHC purchased certain assets (excluding cash) and assumed certain liabilities of Marietta, Georgia-based Robert Bowden Inc. ("RBI") for a 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. BMHC funded the transaction through borrowings under BMHC's revolving line of credit (the "BMHC Revolver"). The acquisition was accounted for using the acquisition method of accounting under ASC 805. The purchase price allocation resulted in the recognition of goodwill of $44.4 million , a customer relationship intangible asset of $39.9 million , a non-compete agreement intangible asset of $0.4 million , accounts receivable of $8.3 million , inventory of $6.7 million and property and equipment of $5.5 million , as well as other operating assets and liabilities. The customer relationships and non-compete agreements are being amortized over periods of 10 years and 3 years , respectively. 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 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 , BMHC completed the acquisition of Vidalia, Georgia-based VNS Corporation (“VNS”), enabling BMHC to expand its product offerings into the southeastern United States. BMHC funded the transaction through the use of available cash and borrowings on the BMHC Revolver. The 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. The purchase price allocation resulted in the recognition of goodwill of $9.4 million , a customer relationship intangible asset of $10.0 million , a trademark intangible asset of $0.9 million , accounts receivable of $19.5 million , property and equipment of $11.6 million , inventory of $10.7 million , and accounts payable of $7.5 million , as well as other operating assets and liabilities. The customer relationships and trademarks are being amortized over periods of 10 years and 2 years , respectively. 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 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 $103.1 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 cost savings which resulted from the Merger and acquisitions of RBI and VNS or may be realized in the future. Unaudited pro forma financial information is as follows: Pro Forma Year Ended December 31, (in thousands) 2015 Net sales $ 2,890,163 Net income 15,098 Basic net income per share 0.23 Diluted net income per share 0.23 |
Accounts Receivable Accounts Re
Accounts Receivable Accounts Receivable | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable Accounts receivable consist of the following at December 31, 2017 and 2016 : (in thousands) 2017 2016 Trade receivables $ 333,954 $ 323,725 Allowance for doubtful accounts (4,771 ) (4,162 ) Other allowances (6,291 ) (6,259 ) $ 322,892 $ 313,304 The following table shows the changes in the allowance for doubtful accounts: (in thousands) 2017 2016 2015 Balance at January 1 $ 4,162 $ 2,357 $ 1,560 Write-offs (3,665 ) (2,186 ) (558 ) Recoveries 960 2,587 236 Increase in allowance 3,314 1,404 1,119 Balance at December 31 $ 4,771 $ 4,162 $ 2,357 |
Inventories Inventories
Inventories Inventories | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist principally of materials purchased for resale, including lumber, sheet goods, millwork, doors and windows, as well as certain manufactured products and are valued at the lower of cost or net realizable value, 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 $1.5 million and $1.7 million is recorded as of December 31, 2017 and 2016 , respectively. |
Property and Equipment Property
Property and Equipment Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consists of the following at December 31, 2017 and 2016 : (in thousands) 2017 2016 Land $ 51,009 $ 57,693 Buildings and improvements 104,752 93,252 Leasehold improvements 19,750 17,610 Furniture, fixtures and equipment 161,014 136,513 Vehicles 120,855 97,119 Construction-in-progress 14,519 12,574 471,899 414,761 Less: Accumulated depreciation (176,079 ) (128,020 ) $ 295,820 $ 286,741 Total depreciation expense for the years ended December 31, 2017 , 2016 and 2015 was $53.2 million , $48.0 million and $21.0 million , respectively, including amortization expense related to capital leases. These amounts include depreciation expense of $10.2 million , $9.5 million and $5.3 million included in cost of goods sold in 2017 , 2016 and 2015 , respectively. Impairment of BMHC ERP System During 2013, 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 Legacy SBS (the "Legacy SBS ERP system") and to discontinue the use of the New ERP. In connection with this decision, the Company recorded asset impairment charges of approximately $11.9 million in its consolidated statement of operations for the year ended December 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 consolidated balance sheets. During the year ended December 31, 2017, the Company determined that it had ceased receiving economic benefit from certain non-cancellable license and service contracts related to the New ERP. In accordance with ASC 420, Exit or Disposal Cost Obligations, as of the cease use date, the Company recognized approximately $2.8 million of expense within Merger and integration costs in its consolidated statements of operations for the year ended December 31, 2017, consisting of $2.1 million for contractual payments due subsequent to the cease use date, all of which have been paid as of December 31, 2017, and the acceleration of expense recognition of unamortized prepaid costs of $0.7 million . |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net Goodwill The following table details the goodwill activity for the years ended December 31, 2017 , 2016 and 2015 : (in thousands) December 31, 2014 $ 1,137 Acquisition of VNS 9,287 Acquisition of RBI 44,541 Merger with SBS 199,699 December 31, 2015 254,664 VNS measurement period adjustment 142 RBI measurement period adjustment (124 ) SBS measurement period adjustment 150 December 31, 2016 254,832 Acquisition of Code Plus 3,402 Acquisition of TexPly 3,558 December 31, 2017 $ 261,792 Intangible assets Intangible assets represent the value assigned to trademarks, customer relationships and non-compete agreements in connection with acquired companies. 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 Merger with 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 Amortization — (2,140 ) — (12,845 ) — (5,736 ) (20,721 ) December 31, 2016 5,350 (2,548 ) 179,700 (15,509 ) 6,512 (6,290 ) 167,215 Acquisition of Code Plus — — 2,300 — 500 — 2,800 Acquisition of TexPly — — 13,600 — — — 13,600 Amortization — (2,010 ) — (13,785 ) — (208 ) (16,003 ) December 31, 2107 $ 5,350 $ (4,558 ) $ 195,600 $ (29,294 ) $ 7,012 $ (6,498 ) $ 167,612 Aggregate amortization expense was $16.0 million , $20.7 million and $3.6 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Based upon current assumptions, the Company expects that its definite-lived intangible assets will be amortized according to the following schedule: (in thousands) 2018 $ 14,383 2019 14,294 2020 14,294 2021 14,294 2022 14,219 Thereafter 96,128 $ 167,612 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 : (in thousands) 2017 2016 Accrued payroll and other employee related expenses $ 41,798 $ 41,728 Accrued taxes 20,741 19,083 Advances from customers 11,664 10,062 Accrued rebates payable 4,653 2,564 Pending litigation accrual 2,950 — Accrued warranty reserve 2,467 1,813 Accrued credit card fees 1,127 873 Current portion of deferred rent 818 460 Accrued professional fees 715 727 Unfavorable leases 520 789 Other 8,809 10,687 $ 96,262 $ 88,786 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term debt at December 31, 2017 and 2016 consists of the following: (in thousands) December 31, 2017 December 31, 2016 Senior secured notes, due 2024 $ 350,000 $ 350,000 Revolving credit agreement 4,462 — Other 336 2,963 354,798 352,963 Unamortized debt issuance costs related to senior secured notes (5,639 ) (6,474 ) 349,159 346,489 Less: Current portion of long-term debt 100 1,662 $ 349,059 $ 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 are governed by an indenture dated September 15, 2016 (the “Indenture”). 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 the 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 Senior Notes mature on October 1, 2024 and are secured by a first priority lien on certain assets of the Company and a second priority lien on the collateral that secures the Credit Agreement on a first-priority basis, which collectively accounts for substantially all assets of the Company. The interest rate is fixed at 5.5% and is payable semiannually on April 1 and October 1 . The Indenture contains customary nonfinancial covenants, including restrictions on new indebtedness, issuance of liens and guarantees, investments, distributions to equityholders, asset sales and affiliate transactions. At any time prior to October 1, 2019, the Company may redeem the Senior Notes in whole or in part at a price equal to 100% of the principal, plus accrued and unpaid interest, plus the greater of (a) 1% of the principal amount of such Senior Note and (b) on any redemption date, the excess (to the extent positive) of the present value of the redemption price of such Senior Note at October 1, 2019 (equal to 104.125% ) plus all required interest payments due on such Senior Note to and including October 1, 2019 (excluding accrued but unpaid interest), computed upon the redemption date using a discount rate equal to the applicable treasury rate, as defined in the Indenture, at such redemption date plus 50 basis points, over the outstanding principal amount of such Senior Note. Further, during any twelve month period prior to October 1, 2019, the Company may redeem up to 10% of the Senior Notes at a redemption price equal to 103% plus accrued and unpaid interest. At any time on or after October 1, 2019, the Company may redeem the Senior Notes in whole or in part at the redemption prices set forth in the Indenture plus accrued and unpaid interest. In addition, at any time prior to October 1, 2019, the Company may redeem up to 40% of the aggregate principal amount of the Senior Notes with the net cash proceeds of one or more equity offerings, as described in the Indenture, at a price equal to 105.5% plus accrued and unpaid interest. If the Company experiences certain change of control events, holders of the Senior Notes may require the Company to repurchase all or part of their Senior Notes at a price equal to 101% plus accrued and unpaid interest. The Company was in compliance with all debt covenants under the Indenture for the year ended December 31, 2017 . The net cash proceeds from the Senior Notes were used to redeem in full $250.0 million of 9.0% senior secured notes that were issued by BMHC in September 2013 and which were scheduled to mature in September 2018 (the “Extinguished Senior Notes”), and to pay accrued interest on the Extinguished Senior Notes of $11.3 million . In connection with the redemption of the Extinguished Senior Notes, the Company incurred a loss on debt extinguishment of $12.5 million , consisting of a call premium of $8.4 million , and the write off of unamortized debt issuance costs and original issue discount of $4.1 million . The remaining proceeds were used to repay outstanding borrowings on the Revolver (as defined below) and to pay debt issuance costs of $6.7 million , which will be amortized over the term of the Senior Notes. As of December 31, 2017 , the estimated market value of the Senior Notes was $14.0 million higher 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 , in connection with the Merger, the Company entered into a senior secured credit agreement with Wells Fargo Capital Finance, as administrative agent, and certain other lenders (the “Original Credit Agreement”) which includes a revolving line of credit (the “Revolver”). On September 15, 2016 , the Company entered into the second amendment to the Credit Agreement (the “Second Amendment” and, the Original Credit Agreement as amended by the Second Amendment, the "Credit Agreement"), which reduced the aggregate commitment from $450.0 million to $375.0 million and increased the letters of credit commitment from $75.0 million to $100.0 million . 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. Borrowings under the Revolver bear interest, at the Company's 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% to 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 Fixed Charge Coverage Ratio, as defined therein, of at least 1.00 :1:00, at the end of any fiscal quarter during the period from the date that Excess Availability, as defined therein, under the Credit Agreement is less than or equal to the greater of (1) $33.3 million and (2) 10% of the line cap, and remains in effect until excess availability has been greater than the greater of (1) $33.3 million and (2) 10% of the line cap for a period of at least 30 consecutive days. The Revolver matures at the earlier of (i) December 1, 2020 and (ii) the date that is three months prior to the maturity of the Senior Notes, or if the Senior Notes are refinanced or repaid, the date that is three months prior to the new maturity date of the replacement notes or other indebtedness that replaced or refinanced the Senior Notes. Due to the redemption of the Extinguished Senior Notes during September 2016, the issuance of the Senior Notes which mature on October 1, 2024 and the Company entering into the Second Amendment, the effective maturity date of the Revolver was extended from June 15, 2018, the date three months prior to the maturity date of the Extinguished Senior Notes, to December 1, 2020. After considering the increase to the remaining term and the reduction of the aggregate commitment resulting from the Second Amendment, the overall borrowing capacity of the Revolver increased. Accordingly, all existing unamortized debt issuance costs and new debt issuance costs related to the Second Amendment are being amortized through December 1, 2020. The Company was in compliance with all debt covenants under the Credit Agreement for the year ended December 31, 2017 . The Company had outstanding borrowings under the Revolver of $4.5 million with net availability of $308.2 million as of December 31, 2017 . The interest rate on borrowings outstanding as of December 31, 2017 , all of which were Base Rate borrowings, was 4.75% . The Company had $62.3 million in letters of credit outstanding under the Credit Agreement as of December 31, 2017 . Obligations under the Credit Agreement are guaranteed by the Company's material subsidiaries. Obligations under the Credit Agreement and the guarantees of those obligations, are secured by substantially all of the Company's assets and those of the guarantors, subject to certain exceptions and permitted liens, including a first-priority security interest in certain accounts receivable, inventory and certain other assets of the Company and a second-priority security interest in substantially all other assets of the Company that secure the Senior Notes on a first-priority basis. The carrying value of the Revolver at December 31, 2017 approximates fair value as the rates are comparable to those at which the Company could currently borrow under similar terms, are variable and incorporate a measure of the Company's credit risk. 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 consists of a $0.3 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. Scheduled maturities of long-term debt were as follows: (in thousands) 2018 $ 100 2019 107 2020 4,577 2021 14 2022 — Thereafter 350,000 $ 354,798 |
Other Long-term Liabilities Oth
Other Long-term Liabilities Other Long-term Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Other Liabilities, Noncurrent [Abstract] | |
Other Long-term Liabilities | Other Long-term Liabilities Other long-term liabilities consists of the following at December 31, 2017 and 2016 : (in thousands) 2017 2016 Long-term deferred rent $ 3,428 $ 3,170 Unfavorable leases 2,298 2,907 Other 1,313 932 $ 7,039 $ 7,009 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of income tax expense (benefit) for the years ended December, 31 2017 , 2016 and 2015 are as follows: (in thousands) 2017 2016 2015 Current Federal $ 20,215 $ 16,713 $ (4,202 ) State 1,869 1,124 405 22,084 17,837 (3,797 ) Deferred Federal 1,797 (3,049 ) (4,176 ) State 521 (522 ) (1,716 ) 2,318 (3,571 ) (5,892 ) $ 24,402 $ 14,266 $ (9,689 ) 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, 2017 , 2016 and 2015 follows: 2017 2016 2015 Federal statutory rate 35.0 % 35.0 % 35.0 % State taxes, net of federal tax 2.9 2.7 1.7 Nondeductible capitalized transaction costs 0.2 1.4 (16.2 ) Nondeductible compensation expense 0.2 0.5 — Nondeductible (permanent) items 0.9 1.0 (3.0 ) IRC Section 199 manufacturing deduction (2.5 ) (3.5 ) — Changes in tax rates, including 2017 Tax Act (4.4 ) 1.6 (6.2 ) Changes related to IRC section 382 limitations — (3.9 ) 55.5 Excess windfall benefit of stock compensation (2.3 ) (3.7 ) — Other items (0.2 ) 0.5 (0.1 ) Effective tax rate 29.8 % 31.6 % 66.7 % For the year ended December 31, 2017, the Company recognized $24.4 million of income tax expense, which included an income tax benefit of $3.6 million related to a reduction of the Company's net deferred tax liability due to the lowering of the U.S. corporate income tax rate to 21% from 35% within the Tax Cuts and Jobs Act of 2017 ("2017 Tax Act"), which was enacted on December 22, 2017. This legislation significantly changes U.S. tax law effective January 1, 2018 by, among other things, lowering corporate income tax rates, eliminating Internal Revenue Code ("IRC") Section 199 manufacturing deduction, accelerating tax depreciation on certain acquired assets, further limiting executive compensation, and creating certain interest deduction limitations. The Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118 to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Act. The Company has recognized the net tax benefit of $3.6 million related to the impact of the 2017 Tax Act for the remeasurement of deferred tax assets and liabilities and included this amount in its consolidated financial statements for the year ended December 31, 2017, on a provisional basis based on information currently available. The 2017 Tax Act may be subject to technical amendments, as well as interpretations and implementing regulations by the Department of Treasury and Internal Revenue Service, any of which could increase or decrease one or more impacts of the legislation. As such, we may record additional provisional amounts or adjustments to provisional amounts during the measurement period ending no later than December 2018. For the year ended December 31, 2017, the Company's effective tax rate was lower than the Company's federal and state statutory rates primarily due to the enactment of the 2017 Tax Act, an IRC section 199 manufacturing deduction, and excess windfall tax benefits of stock compensation deductions. The effective tax rate for 2017 was 29.8% and excluding the impacts of the 2017 Tax Act, the Company's effective income tax rate in 2017 would have been 34.2% . For the year ended December 31, 2016, the Company recognized $14.3 million of income tax expense, which included an income tax benefit of $1.7 million as a result of the Company adopting a state tax position related to IRC section 382 limitations on a state net operating loss carry-forward. For the year ended December 31, 2016, the Company's effective tax rate, excluding the state tax position change, was lower than the Company’s federal and state statutory rates primarily due to excess windfall tax benefits of stock compensation deductions and an IRC section 199 manufacturing deduction. For the year ended December 31, 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 IRC section 382 limitations on its federal and state net operating loss carryforwards 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 the year ended December 31, 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. On December 1, 2015, BMHC 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 May 1, 2015, BMHC 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. Significant components of the Company’s deferred tax assets and liabilities are as follows at December 31, 2017 and 2016 : (in thousands) 2017 2016 Deferred tax assets related to: Accounts receivable $ 2,061 $ 2,951 Inventory 1,931 2,857 Accrued compensation 2,981 6,044 Insurance reserves 10,778 17,126 Stock-based compensation 2,388 3,210 Restructuring reserves 365 1,868 Other accrued liabilities 1,149 665 Federal net operating loss carryforward 17,372 30,664 State net operating loss carryforward 5,559 5,593 Other 1,633 2,398 46,217 73,376 Valuation allowance (145 ) (125 ) Total deferred tax assets 46,072 73,251 Deferred tax liabilities related to: Goodwill and intangibles (21,030 ) (31,808 ) Property and equipment (25,440 ) (38,836 ) Other assets (1,370 ) (2,057 ) Total deferred tax liabilities (47,840 ) (72,701 ) Net deferred tax (liability) asset $ (1,768 ) $ 550 At December 31, 2017 , due to 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: • $34.2 million in 2028; • $17.3 million in 2029; and • $31.2 million in years 2030 through 2034. In addition, at December 31, 2017, the Company had $108.5 million of state net operating loss carryforwards that expire at various dates commencing in 2017 through 2032. During the first quarter of 2016, the Company elected to early adopt ASU 2016-09 and has prospectively recognized tax benefits of $1.9 million and $1.7 million during 2017 and 2016, respectively, from stock-based compensation deductions into its income tax expense. Deferred tax assets relating to tax benefits of stock-based compensation were reduced to reflect exercises or vesting; however, some exercises or vesting resulted in tax deductions in excess of previously recorded deferred tax benefits based on the value at the time of grant ("windfalls"). Prior to the adoption of ASU 2016-09, the Company had 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 were not recognized until they resulted 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 , $0 and $0.4 million at December 31, 2017 , 2016 and 2015 , respectively. When realized, these excess windfall tax benefits were credited to additional paid-in capital. Excess windfall tax benefits recognized as a component of shareholders' equity were $0 , $0.4 million and $0 for December 31, 2017 , 2016 and 2015 , respectively. The Company had followed 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 $3.7 million and $2.4 million at December 31, 2017 and 2016 , respectively. The Company paid federal and state income tax payments of $23.5 million and $8.8 million during 2017 and 2016 , respectively. The Company received tax refunds of $0.6 million and $0.6 million in 2017 and 2016 , respectively. 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, 2017 and 2016 , 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 and $0.1 million as of December 31, 2017 and 2016, respectively. 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. The following table shows the changes in the amount of the Company’s valuation allowance: (in thousands) 2017 2016 2015 Balance at January 1, $ 125 $ 126 $ — Additions charged to expense 20 — — Additions charged to Goodwill/Purchase Accounting — — 126 Deductions - other — (1 ) — Balance at December 31, $ 145 $ 125 $ 126 The Company has no material uncertain tax positions as of December 31, 2017 and December 31, 2016. 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) 2017 2016 Balance at January 1, $ — $ 3,224 Tax positions taken in prior periods: Gross increases — — Gross decreases — (3,224 ) Tax positions taken in current period: Gross increases — — Settlements with taxing authorities — — Lapse of applicable statute of limitations — — Balance at December 31, $ — $ — 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 July 31, 2019 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, 2017 and 2016 , 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, 2017 , 2016 and 2015 , 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, 2017 | |
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 six years. The carrying value of property and equipment under capital leases was $25.2 million and $32.6 million at December 31, 2017 and 2016 , respectively, net of accumulated depreciation of $37.1 million and $28.8 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, 2017 are as follows: (in thousands) Capital Operating 2018 $ 8,450 $ 27,640 2019 7,073 25,323 2020 5,412 19,022 2021 1,934 16,500 2022 873 12,809 Thereafter 660 37,269 24,402 $ 138,563 (a) Less: Amounts representing interest (1,925 ) Total obligation under capital leases 22,477 Less: Current portion of capital lease obligation (7,639 ) Long-term capital lease obligation $ 14,838 (a) Minimum operating lease payments have not been reduced by minimum sublease rentals of $0.1 million due in the future under noncancelable subleases. Total rent expense under operating leases, excluding short-term rentals, for the years ended December 31, 2017 , 2016 and 2015 was $30.5 million , $29.3 million and $8.1 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, 2017 , the Company had purchase commitments totaling $7.1 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. The Company recorded $3.0 million of expense within selling, general and administrative expenses in its statements of operations for the year ended December 31, 2017 in relation to pending litigation. The amount accrued is based upon currently available information, however, the ultimate obligation may be higher. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Merger In connection with the Merger, each share of issued and outstanding BMHC common stock, par value $0.001 per share, excluding (i) any shares of BMHC common stock held in treasury or by any wholly owned subsidiary of BMHC or (ii) any shares of BMHC common stock held by any BMHC stockholder who was entitled to exercise, and properly exercised, appraisal rights with respect to such shares of BMHC 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 BMHC stockholders. Each holder of BMHC 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 last complete trading day prior to the Merger. Shares and price per share of BMHC common stock for all prior periods have been restated to reflect the 0.5231 exchange ratio and BMC's par value of $0.01 per share. Treasury stock Employees have the option to surrender shares to the Company to satisfy their tax withholding obligations in connection with the vesting of restricted stock and restricted stock unit awards. These surrendered shares are reflected as treasury stock, at cost, on the consolidated balance sheet as of December 31, 2017 and 2016 . All BMHC treasury shares were canceled in connection with the Merger. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Based Compensation | Stock Based Compensation BMHC long-term incentive plans In March 2013, BMHC's Board of Directors approved the 2013 long-term incentive plan ("BMHC 2013 Incentive Plan") as subsequently approved by BMHC's shareholders in May 2013. The BMHC 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, BMHC's Board of Directors approved the 2010 long-term incentive plan ("BMHC 2010 Incentive Plan") as approved by BMHC's reorganization plan. The BMHC 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. SBS long-term incentive plan In connection with its initial public offering 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, 2017 , approximately 3.1 million common shares were available for issuance under the SBS 2013 Incentive Plan. Upon consummation of the Merger, the Company assumed all obligations of BMHC under the BMHC 2010 Incentive Plan and BMHC 2013 Incentive Plan, including BMHC's time-vesting restricted stock and performance-vesting restricted stock. At the effective time of the Merger, (i) each BMHC time-vesting restricted share outstanding immediately prior to such time was converted, on the same terms and conditions as were applicable to such BMHC time-vesting restricted share at such time, into a restricted share with respect to the number of shares of BMC common stock determined by multiplying each BMHC time-vesting restricted share by the exchange ratio, rounded up to the nearest whole share. The performance goals of each award of BMHC 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 common stock determined by multiplying each BMHC 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. Performance-based restricted stock units During the year ended December 31, 2017, in addition to grants of service-based restricted stock unit awards, the Company granted performance-based restricted stock units that vest on March 15, 2020 . The number of performance-based restricted stock units that are issued on the vesting date could range from zero to a maximum of 0.2 million , based 50% upon the Company’s average return on invested capital 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 year ended December 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 0.2 million , based upon the Company's cumulative Adjusted EBITDA over the three year period from January 1, 2016 through December 31, 2018 . Compensation cost for the performance-based restricted stock units is recorded based on the expected number of units that will vest and is adjusted, as appropriate, throughout the performance period. Stock based compensation expense 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, 2017 , 2016 and 2015 : (in thousands) 2017 2016 2015 Restricted stock units (a) $ 6,006 $ 4,643 $ 100 Restricted stock 436 1,559 2,607 Stock options 327 1,050 42 Stock based compensation $ 6,769 $ 7,252 $ 2,749 (a) Includes service-based and performance-based restricted stock units. Stock based award activity The following is a summary of restricted stock and restricted stock unit activity, excluding performance-based restricted stock units: 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, 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 Granted — — 166 17.65 Vested (301 ) 11.95 (123 ) 16.86 Forfeited (37 ) 13.69 (27 ) 17.16 December 31, 2016 117 17.42 298 17.39 Granted — — 396 21.79 Vested (49 ) 16.25 (163 ) 17.49 Forfeited (8 ) 19.08 (21 ) 20.34 December 31, 2017 60 $ 18.17 510 $ 20.65 The following is a summary of the maximum number of performance-based restricted stock units which could be earned and related activity. There were no performance-based restricted stock units granted prior to December 31, 2015: Performance-Based Restricted Stock Units Number of Units Outstanding (in thousands) Weighted Average Grant Date Fair Value December 31, 2015 — $ — Granted (a) 206 16.35 Vested — — Forfeited — — December 31, 2016 206 16.35 Granted (a) 255 21.94 Vested — — Forfeited (8 ) 22.90 December 31, 2017 453 $ 19.37 (a) Represents the maximum number of performance-based restricted stock units which could be earned. The following is a summary of stock option award activity. No stock options were granted by BMHC 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 Granted 3 17.04 Exercised (175 ) 7.90 Forfeited (10 ) 17.04 Expired (22 ) 17.53 Outstanding at December 31, 2016 1,024 15.15 Granted — — Exercised (260 ) 13.05 Forfeited (14 ) 17.04 Expired (45 ) 19.89 Outstanding at December 31, 2017 705 $ 15.59 6.3 $ 6,845 Exercisable at December 31, 2017 646 $ 15.45 6.2 $ 6,359 Vested and expected to vest at December 31, 2017 705 $ 15.59 6.3 $ 6,845 The grant date fair value of Legacy SBS unvested stock options assumed in the Merger was $7.48 . The weighted average grant date fair value of stock options granted during the year ended December 31, 2016 was $9.70 . During the years ended December 31, 2017 and 2016 , the aggregate intrinsic value of the stock options exercised was $2.3 million and $1.9 million , respectively. The following table summarizes the Company’s total unrecognized compensation cost related to equity based compensation as of December 31, 2017 : (in thousands, except period data) Unrecognized Compensation Cost Weighted Average Remaining Period of Expense Recognition (in years) Stock options $ 125 0.8 Restricted stock 100 0.3 Restricted stock units 5,023 1.4 Performance-based restricted stock units 1,433 2.2 $ 6,681 |
Segments
Segments | 12 Months Ended |
Dec. 31, 2017 | |
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 ("CODM") in deciding how to allocate resources and in assessing performance. Beginning January 1, 2017, following the realignment of certain markets which resulted in the consolidation of the Company's historical Mountain West division into the Intermountain division, the Company's five operating segments are the Mid-Atlantic, Southeast, Texas, Intermountain and Western divisions. 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 the Company's reportable segment, the Company's consolidated results include "Other reconciling items." Other reconciling items is comprised of the Company's 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 periods indicated. Adjusted EBITDA is used as a performance metric by the CODM in determining how to allocate resources and assess performance. Year Ended December 31, 2017 December 31, 2017 (in thousands) Net Sales Gross Profit Depreciation & Amortization Adjusted EBITDA Total Assets Geographic divisions $ 3,365,968 $ 795,515 $ 66,809 $ 250,061 $ 1,435,970 Other reconciling items — — 2,408 (50,058 ) 37,380 $ 3,365,968 $ 795,515 $ 69,217 $ 1,473,350 Year Ended December 31, 2016 December 31, 2016 (in thousands) Net Sales Gross Profit Depreciation & Amortization Adjusted EBITDA Total Assets Geographic divisions $ 3,093,743 $ 741,965 $ 66,592 $ 244,616 $ 1,345,475 Other reconciling items — — 2,088 (50,726 ) 49,539 $ 3,093,743 $ 741,965 $ 68,680 $ 1,395,014 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 ) 65,594 $ 1,576,746 $ 361,410 $ 24,589 $ 1,371,139 Reconciliation to consolidated financial statements: Year Ended December 31, (in thousands) 2017 2016 2015 Income (loss) before income taxes $ 81,827 $ 45,146 $ (14,520 ) Interest expense 25,036 30,131 27,552 Depreciation and amortization 69,217 68,680 24,589 Merger and integration costs 15,336 15,340 22,993 Non-cash stock compensation expense 6,769 7,252 2,749 Impairment of assets 435 11,928 — Inventory step-up charges — 2,884 10,285 Loss on debt extinguishment — 12,529 — Headquarters relocation (a) — — 3,865 Loss portfolio transfer — — 2,826 Acquisition costs 424 — 2,604 Other items (b) 959 — 3,099 Adjusted EBITDA of other reconciling items 50,058 50,726 36,872 Adjusted EBITDA of geographic divisions reportable segment $ 250,061 $ 244,616 $ 122,914 (a) Represents expenses incurred to relocate BMHC's headquarters to Atlanta, Georgia, including employee retention, severance, recruiting, relocation and professional fees. (b) For the year ended December 31, 2017, represents expense incurred related to pending litigation of $3.0 million and income related to the final settlement of insurance claims made by the Company for a fire at one of the Company's facilities during 2015 of $2.0 million . For the year ended December 31, 2015, represents adjustments to insurance reserves for workers compensation, general liability, automobile and construction claims incurred prior to BMHC's restructuring and a casualty loss related to a fire at one of the Company’s facilities during 2015. 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, 2017 , 2016 and 2015 . Certain prior year amounts have been reclassified to conform to the current year presentation. (in thousands) 2017 2016 2015 Structural components $ 522,619 $ 461,761 $ 249,371 Lumber & lumber sheet goods 1,114,219 938,563 459,446 Millwork, doors & windows 907,377 894,889 442,675 Other building products & services 821,753 798,530 425,254 Total net sales $ 3,365,968 $ 3,093,743 $ 1,576,746 |
Earnings Per Common Share
Earnings Per Common Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings 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, 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 years ended December 31, 2017 , 2016 and 2015 are presented below: Year Ended December 31, (in thousands, except per share amounts) 2017 2016 2015 Income (loss) attributable to common stockholders $ 57,425 $ 30,880 $ (4,831 ) Weighted average common shares outstanding, basic 66,900 66,055 41,260 Effect of dilutive securities: Restricted stock 65 207 — Restricted stock units 235 129 — Stock options 204 218 — Weighted average common shares outstanding, diluted 67,404 66,609 41,260 Basic income (loss) per common share $ 0.86 $ 0.47 $ (0.12 ) Diluted income (loss) per common share $ 0.85 $ 0.46 $ (0.12 ) The following table provides the securities that could potentially dilute EPS in the future, but were not included in the computation of diluted EPS 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 0.5 million . Year Ended December 31, (in thousands) 2017 2016 2015 Restricted stock units — 5 282 Stock options — 469 1,228 Restricted stock — — 455 |
Unaudited Quarterly Financial D
Unaudited Quarterly Financial Data Unaudited Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Data [Abstract] | |
Unaudited Quarterly Financial Data | Unaudited Quarterly Financial Data The following tables summarize the consolidated quarterly results of operations for 2017 and 2016 : 2017 (in thousands, except per share amounts) First Second Third Fourth Net sales $ 757,700 $ 886,375 $ 881,012 $ 840,881 Gross profit 178,197 211,687 209,545 196,086 Net income 3,744 17,596 18,443 17,642 Basic income per share $ 0.06 $ 0.26 $ 0.28 $ 0.26 Diluted income per share $ 0.06 $ 0.26 $ 0.27 $ 0.26 2016 (in thousands, except per share amounts) First Second Third Fourth Net sales $ 727,418 $ 797,547 $ 821,204 $ 747,574 Gross profit 166,617 191,655 202,966 180,727 Net (loss) income (6,756 ) 17,982 9,236 10,418 Basic (loss) income per share $ (0.10 ) $ 0.27 $ 0.14 $ 0.16 Diluted (loss) income per share $ (0.10 ) $ 0.27 $ 0.14 $ 0.16 |
Subsequent Events Subsequent Ev
Subsequent Events Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent Events On March 1, 2018 , the Company acquired substantially all of the assets and assumed certain liabilities of W.E. Shone Co. (“Shone Lumber”), a supplier of building materials in the state of Delaware, for a purchase price of $23 million , subject to a holdback and working capital adjustments. The Company funded the transaction through available cash and borrowings on the Company’s Revolver. For the year ended December 31, 2017, Shone Lumber generated net sales of approximately $70 million . The results of operations of Shone Lumber will be included in the Company’s consolidated financial statements beginning on the acquisition date. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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 and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. |
Use of estimates | 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 reserves, warranties and share-based compensation. 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, 2017 and 2016 , no customer represented more than 10% of accounts receivable. For the years ended December 31, 2017 , 2016 and 2015 , no customer accounted for 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 $0.1 million and $0.2 million at December 31, 2017 and 2016 , respectively. |
Restricted assets | Restricted assets Historically, the Company had restricted assets, 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 the years ended December 31, 2015 and 2014, the Company was able to release the majority of these amounts into unrestricted cash as a result of reductions in claims and the transfer of the risk of loss of certain claims to a reinsurer. In connection with the senior secured credit agreement entered into on December 1, 2015 with Wells Fargo Capital Finance, described elsewhere in this document, the Company was able to release the remaining cash collateral into unrestricted cash. |
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 estimated percentage of supplier rebates to be earned. The Company also receives consideration from suppliers to promote their products ("marketing and advertising allowances"), which are accrued as part of cost of goods sold or selling, general and administrative expenses, depending on the nature of the allowance. Total rebates and marketing and advertising allowances receivable at December 31, 2017 and 2016 are $23.3 million and $21.4 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 the Company's 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, 2017 , 2016 and 2015 represented approximately 95% , 94% and 92% 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 $172.2 million , $152.7 million and $81.6 million for the years ended December 31, 2017 , 2016 and 2015 , 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 the Company's 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 3–30 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. Assets held for sale were not presented separately and were classified as other long-term assets in the consolidated balance sheets and were $2.3 million and $2.0 million at December 31, 2017 and 2016 , 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. Beginning January 1, 2017, following the realignment of certain markets which resulted in the consolidation of the Company's historical Mountain West division into the Intermountain division, the Company's five operating segments, which have been determined to be the Company's reporting units, are the Mid-Atlantic, Southeast, Texas, Intermountain and Western divisions. Following the realignment, the chief operating decision maker 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. 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. The Company completes its annual impairment assessment during the third quarter of each year. The Company did not recognize any impairment for the years ended December 31, 2017 , 2016 and 2015 . The Company may consider qualitative factors as part of its annual impairment assessment to determine whether it is more likely than not that a reporting unit's carrying value exceeds its fair value. If the Company's qualitative assessment indicates that goodwill impairment is more likely than not, the Company performs the two-step impairment test. Alternatively, the Company 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. The Company 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 the Company concludes no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, the Company performs 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, the Company 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. |
Merger and integration costs | Merger and integration costs Merger and integration costs related to the ongoing integration of BMHC and SBS consist primarily of severance, rebranding, system integration costs and professional fees. |
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 had no material uncertain tax positions as of December 31, 2017. 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 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 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 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, 2017 and 2016 , the carrying value of the insurance reserves related to these claims and the offsetting reinsurance receivable was $4.5 million and $5.6 million , respectively. Changes in these claims are recorded as an increase or decrease in the insurance 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 $5.2 million , $4.6 million and $2.4 million related to employer contributions for the years ended December 31, 2017 , 2016 and 2015 , respectively. These expenses are recorded to either selling, general and administrative expenses or cost of sales on the consolidated statements of operations, depending on the classification of the employee. |
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, 2017 and 2016 , the Company had a deferred rent liability of $4.2 million and $3.6 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 a reduction in inventory and a subsequent reduction in cost of goods sold when the related product is sold. For the years ended December 31, 2017 and 2016 , the Company recorded $5.8 million and $3.7 million , respectively, of advertising and promotion expenses, net of cooperative advertising allowances, in selling, general and administrative expenses. Advertising and promotion expenses, net of cooperative advertising allowances, were not material for the year ended December 31, 2015. |
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, using graded vesting. |
Exit or disposal costs | Exit or disposal costs 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) all other costs related to an exit or disposal activity be expensed as incurred. |
Debt issuance costs | Debt issuance costs Costs incurred in connection with the Company’s revolving line of credit and senior secured notes are capitalized and amortized over the term of the agreement. Total debt issuance costs, net of accumulated amortization, were $8.1 million and $9.8 million as of December 31, 2017 and 2016 , respectively. Debt issuance costs related to the Company's revolving line of credit and senior secured notes are included in other long-term assets and long-term debt, respectively, on the consolidated balance sheets. Amortization of debt issuance costs for the years ended December 31, 2017 , 2016 and 2015 was $1.7 million , $3.1 million and $2.5 million , respectively, and is included in interest expense on the consolidated statements of operations. |
Derivatives | Derivatives The Company will occasionally enter into derivative instruments to offset existing or expected risks associated with fluctuations in commodity prices. The Company does not enter into derivative instruments for speculative or trading purposes. 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 2017 , 2016 or 2015 , and therefore, all changes in the fair market value of the derivative instruments have been reported in cost of goods sold on the consolidated statements of operations. |
Warranty expense | Warranty expense The Company has warranty obligations with respect to most manufactured products. As of December 31, 2017 and 2016 , the Company had warranty liabilities of $2.5 million and $1.8 million , respectively, included in accrued expenses and other liabilities on the consolidated balance sheets. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
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 the Company's 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. The Company will utilize the modified retrospective transition method, which recognizes the cumulative effect of initially applying the standard in retained earnings on the date of adoption, utilizing certain practical expedients as defined in Topic 606. The Company has evaluated the new standard against its existing accounting policies and practices, including reviewing purchase orders, invoices, shipping terms, conducting questionnaires with finance and operations personnel and reviewing contracts with customers. The adoption of the standard is not expected to have a material impact on the timing of revenue recognition or amount of revenue recognized from the Company's building products contracts. Revenue for building products contracts will continue to be recognized at a point in time, when control of the promised goods is transferred to the customer, with the exception of certain product offerings which are customized to customer specifications and meet the criteria to be recognized over time, which is consistent with the Company’s current accounting. The Company has not identified any information to date that would indicate that the adoption of Topic 606 will have a material impact on the accounting for the Company’s construction services contracts. Revenue for construction services contracts will generally continue to be recognized over time as the Company satisfies the performance obligations in the contracts. The Company is also prepared to meet the disclosure requirements of the standard, which are significant and incremental to the current disclosures. 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. The Company is in the process of evaluating the impact of the standard on the Company's financial statements. As a lessee, certain of the Company's 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, the Company 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 retrospective application required. The adoption of the standard is not expected to have a material impact on the Company's 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. The adoption of the standard is not expected to have a material impact on the Company's 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. Prospective application is required. The adoption of the standard is not expected to have a material impact on the Company's 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 the Company's 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. The guidance permits the use of either a retrospective or cumulative effect transition method. The adoption of the standard is not expected to have a material impact on the Company's financial statements. In May 2017, the FASB issued Accounting Standards Update 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”). ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting under ASC 718. ASU 2017-09 is effective for the Company’s annual and interim periods beginning on January 1, 2018. ASU 2017-09 is to be applied prospectively to an award modified on or after the adoption date. The adoption of the standard is not expected to have a material impact on the Company's financial statements. |
Acquisitions Acquisitions (Poli
Acquisitions Acquisitions (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions For all acquisitions, the Company allocates 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. |
Inventories Inventories (Polici
Inventories Inventories (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist principally of materials purchased for resale, including lumber, sheet goods, millwork, doors and windows, as well as certain manufactured products and are valued at the lower of cost or net realizable value, with cost being measured using a weighted average cost approach, which approximates the first-in, first-out approach. |
Earnings Per Common Share Earni
Earnings Per Common Share Earnings Per Common Share (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per share | Earnings 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, 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. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Estimated useful lives | Property and equipment are depreciated using the straight-line method and are generally depreciated over the following estimated service lives: Buildings and improvements 3–30 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 |
Acquisitions Acquisitions (Tabl
Acquisitions Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 Net sales $ 2,890,163 Net income 15,098 Basic net income per share 0.23 Diluted net income per share 0.23 |
SBS [Member] | |
Business Acquisition [Line Items] | |
Consideration transferred | The final 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 |
Acquired assets and assumed liabilities | The final 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 26,504 Property and equipment 125,717 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 253,541 Goodwill 199,849 Total net assets acquired $ 453,390 |
Accounts Receivable Accounts 31
Accounts Receivable Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Schedule of accounts receivable | Accounts receivable consist of the following at December 31, 2017 and 2016 : (in thousands) 2017 2016 Trade receivables $ 333,954 $ 323,725 Allowance for doubtful accounts (4,771 ) (4,162 ) Other allowances (6,291 ) (6,259 ) $ 322,892 $ 313,304 |
Changes in allowance for doubtful accounts | The following table shows the changes in the allowance for doubtful accounts: (in thousands) 2017 2016 2015 Balance at January 1 $ 4,162 $ 2,357 $ 1,560 Write-offs (3,665 ) (2,186 ) (558 ) Recoveries 960 2,587 236 Increase in allowance 3,314 1,404 1,119 Balance at December 31 $ 4,771 $ 4,162 $ 2,357 |
Property and Equipment Proper32
Property and Equipment Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and equipment consists of the following at December 31, 2017 and 2016 : (in thousands) 2017 2016 Land $ 51,009 $ 57,693 Buildings and improvements 104,752 93,252 Leasehold improvements 19,750 17,610 Furniture, fixtures and equipment 161,014 136,513 Vehicles 120,855 97,119 Construction-in-progress 14,519 12,574 471,899 414,761 Less: Accumulated depreciation (176,079 ) (128,020 ) $ 295,820 $ 286,741 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in goodwill | The following table details the goodwill activity for the years ended December 31, 2017 , 2016 and 2015 : (in thousands) December 31, 2014 $ 1,137 Acquisition of VNS 9,287 Acquisition of RBI 44,541 Merger with SBS 199,699 December 31, 2015 254,664 VNS measurement period adjustment 142 RBI measurement period adjustment (124 ) SBS measurement period adjustment 150 December 31, 2016 254,832 Acquisition of Code Plus 3,402 Acquisition of TexPly 3,558 December 31, 2017 $ 261,792 |
Change in intangible assets | 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 Merger with 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 Amortization — (2,140 ) — (12,845 ) — (5,736 ) (20,721 ) December 31, 2016 5,350 (2,548 ) 179,700 (15,509 ) 6,512 (6,290 ) 167,215 Acquisition of Code Plus — — 2,300 — 500 — 2,800 Acquisition of TexPly — — 13,600 — — — 13,600 Amortization — (2,010 ) — (13,785 ) — (208 ) (16,003 ) December 31, 2107 $ 5,350 $ (4,558 ) $ 195,600 $ (29,294 ) $ 7,012 $ (6,498 ) $ 167,612 |
Intangible assets amortization schedule | Based upon current assumptions, the Company expects that its definite-lived intangible assets will be amortized according to the following schedule: (in thousands) 2018 $ 14,383 2019 14,294 2020 14,294 2021 14,294 2022 14,219 Thereafter 96,128 $ 167,612 |
Accrued Expenses and Other Li34
Accrued Expenses and Other Liabilities Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities and other liabilities | Accrued expenses and other liabilities consists of the following at December 31, 2017 and 2016 : (in thousands) 2017 2016 Accrued payroll and other employee related expenses $ 41,798 $ 41,728 Accrued taxes 20,741 19,083 Advances from customers 11,664 10,062 Accrued rebates payable 4,653 2,564 Pending litigation accrual 2,950 — Accrued warranty reserve 2,467 1,813 Accrued credit card fees 1,127 873 Current portion of deferred rent 818 460 Accrued professional fees 715 727 Unfavorable leases 520 789 Other 8,809 10,687 $ 96,262 $ 88,786 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Long-term debt at December 31, 2017 and 2016 consists of the following: (in thousands) December 31, 2017 December 31, 2016 Senior secured notes, due 2024 $ 350,000 $ 350,000 Revolving credit agreement 4,462 — Other 336 2,963 354,798 352,963 Unamortized debt issuance costs related to senior secured notes (5,639 ) (6,474 ) 349,159 346,489 Less: Current portion of long-term debt 100 1,662 $ 349,059 $ 344,827 |
Schedule of maturities of long-term debt | Scheduled maturities of long-term debt were as follows: (in thousands) 2018 $ 100 2019 107 2020 4,577 2021 14 2022 — Thereafter 350,000 $ 354,798 |
Other Long-term Liabilities O36
Other Long-term Liabilities Other Long-term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Liabilities, Noncurrent [Abstract] | |
Schedule of other long-term liabilities | Other long-term liabilities consists of the following at December 31, 2017 and 2016 : (in thousands) 2017 2016 Long-term deferred rent $ 3,428 $ 3,170 Unfavorable leases 2,298 2,907 Other 1,313 932 $ 7,039 $ 7,009 |
Income Taxes Income Taxes (Tabl
Income Taxes Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Components of income tax expense (benefit) | The components of income tax expense (benefit) for the years ended December, 31 2017 , 2016 and 2015 are as follows: (in thousands) 2017 2016 2015 Current Federal $ 20,215 $ 16,713 $ (4,202 ) State 1,869 1,124 405 22,084 17,837 (3,797 ) Deferred Federal 1,797 (3,049 ) (4,176 ) State 521 (522 ) (1,716 ) 2,318 (3,571 ) (5,892 ) $ 24,402 $ 14,266 $ (9,689 ) |
Effective income tax rate reconciliation | 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, 2017 , 2016 and 2015 follows: 2017 2016 2015 Federal statutory rate 35.0 % 35.0 % 35.0 % State taxes, net of federal tax 2.9 2.7 1.7 Nondeductible capitalized transaction costs 0.2 1.4 (16.2 ) Nondeductible compensation expense 0.2 0.5 — Nondeductible (permanent) items 0.9 1.0 (3.0 ) IRC Section 199 manufacturing deduction (2.5 ) (3.5 ) — Changes in tax rates, including 2017 Tax Act (4.4 ) 1.6 (6.2 ) Changes related to IRC section 382 limitations — (3.9 ) 55.5 Excess windfall benefit of stock compensation (2.3 ) (3.7 ) — Other items (0.2 ) 0.5 (0.1 ) Effective tax rate 29.8 % 31.6 % 66.7 % |
Components of deferred tax assets and liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows at December 31, 2017 and 2016 : (in thousands) 2017 2016 Deferred tax assets related to: Accounts receivable $ 2,061 $ 2,951 Inventory 1,931 2,857 Accrued compensation 2,981 6,044 Insurance reserves 10,778 17,126 Stock-based compensation 2,388 3,210 Restructuring reserves 365 1,868 Other accrued liabilities 1,149 665 Federal net operating loss carryforward 17,372 30,664 State net operating loss carryforward 5,559 5,593 Other 1,633 2,398 46,217 73,376 Valuation allowance (145 ) (125 ) Total deferred tax assets 46,072 73,251 Deferred tax liabilities related to: Goodwill and intangibles (21,030 ) (31,808 ) Property and equipment (25,440 ) (38,836 ) Other assets (1,370 ) (2,057 ) Total deferred tax liabilities (47,840 ) (72,701 ) Net deferred tax (liability) asset $ (1,768 ) $ 550 |
Changes in valuation allowance | The following table shows the changes in the amount of the Company’s valuation allowance: (in thousands) 2017 2016 2015 Balance at January 1, $ 125 $ 126 $ — Additions charged to expense 20 — — Additions charged to Goodwill/Purchase Accounting — — 126 Deductions - other — (1 ) — Balance at December 31, $ 145 $ 125 $ 126 |
Schedule of unrecognized tax benefits | 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) 2017 2016 Balance at January 1, $ — $ 3,224 Tax positions taken in prior periods: Gross increases — — Gross decreases — (3,224 ) Tax positions taken in current period: Gross increases — — Settlements with taxing authorities — — Lapse of applicable statute of limitations — — Balance at December 31, $ — $ — |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | 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, 2017 are as follows: (in thousands) Capital Operating 2018 $ 8,450 $ 27,640 2019 7,073 25,323 2020 5,412 19,022 2021 1,934 16,500 2022 873 12,809 Thereafter 660 37,269 24,402 $ 138,563 (a) Less: Amounts representing interest (1,925 ) Total obligation under capital leases 22,477 Less: Current portion of capital lease obligation (7,639 ) Long-term capital lease obligation $ 14,838 (a) Minimum operating lease payments have not been reduced by minimum sublease rentals of $0.1 million due in the future under noncancelable subleases. |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 , 2016 and 2015 : (in thousands) 2017 2016 2015 Restricted stock units (a) $ 6,006 $ 4,643 $ 100 Restricted stock 436 1,559 2,607 Stock options 327 1,050 42 Stock based compensation $ 6,769 $ 7,252 $ 2,749 (a) Includes service-based and performance-based restricted stock units. |
Schedule of nonvested stock awards and restricted stock units awards | The following is a summary of restricted stock and restricted stock unit activity, excluding performance-based restricted stock units: 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, 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 Granted — — 166 17.65 Vested (301 ) 11.95 (123 ) 16.86 Forfeited (37 ) 13.69 (27 ) 17.16 December 31, 2016 117 17.42 298 17.39 Granted — — 396 21.79 Vested (49 ) 16.25 (163 ) 17.49 Forfeited (8 ) 19.08 (21 ) 20.34 December 31, 2017 60 $ 18.17 510 $ 20.65 |
Schedule of performance-based restricted stock units | The following is a summary of the maximum number of performance-based restricted stock units which could be earned and related activity. There were no performance-based restricted stock units granted prior to December 31, 2015: Performance-Based Restricted Stock Units Number of Units Outstanding (in thousands) Weighted Average Grant Date Fair Value December 31, 2015 — $ — Granted (a) 206 16.35 Vested — — Forfeited — — December 31, 2016 206 16.35 Granted (a) 255 21.94 Vested — — Forfeited (8 ) 22.90 December 31, 2017 453 $ 19.37 (a) Represents the maximum number of performance-based restricted stock units which could be earned. |
Schedule of stock options | The following is a summary of stock option award activity. No stock options were granted by BMHC 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 Granted 3 17.04 Exercised (175 ) 7.90 Forfeited (10 ) 17.04 Expired (22 ) 17.53 Outstanding at December 31, 2016 1,024 15.15 Granted — — Exercised (260 ) 13.05 Forfeited (14 ) 17.04 Expired (45 ) 19.89 Outstanding at December 31, 2017 705 $ 15.59 6.3 $ 6,845 Exercisable at December 31, 2017 646 $ 15.45 6.2 $ 6,359 Vested and expected to vest at December 31, 2017 705 $ 15.59 6.3 $ 6,845 |
Schedule of unrecognized compensation cost | The following table summarizes the Company’s total unrecognized compensation cost related to equity based compensation as of December 31, 2017 : (in thousands, except period data) Unrecognized Compensation Cost Weighted Average Remaining Period of Expense Recognition (in years) Stock options $ 125 0.8 Restricted stock 100 0.3 Restricted stock units 5,023 1.4 Performance-based restricted stock units 1,433 2.2 $ 6,681 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 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 periods indicated. Adjusted EBITDA is used as a performance metric by the CODM in determining how to allocate resources and assess performance. Year Ended December 31, 2017 December 31, 2017 (in thousands) Net Sales Gross Profit Depreciation & Amortization Adjusted EBITDA Total Assets Geographic divisions $ 3,365,968 $ 795,515 $ 66,809 $ 250,061 $ 1,435,970 Other reconciling items — — 2,408 (50,058 ) 37,380 $ 3,365,968 $ 795,515 $ 69,217 $ 1,473,350 Year Ended December 31, 2016 December 31, 2016 (in thousands) Net Sales Gross Profit Depreciation & Amortization Adjusted EBITDA Total Assets Geographic divisions $ 3,093,743 $ 741,965 $ 66,592 $ 244,616 $ 1,345,475 Other reconciling items — — 2,088 (50,726 ) 49,539 $ 3,093,743 $ 741,965 $ 68,680 $ 1,395,014 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 ) 65,594 $ 1,576,746 $ 361,410 $ 24,589 $ 1,371,139 |
Reconciliation of geographic EBITDA to consolidated financial statements: | Reconciliation to consolidated financial statements: Year Ended December 31, (in thousands) 2017 2016 2015 Income (loss) before income taxes $ 81,827 $ 45,146 $ (14,520 ) Interest expense 25,036 30,131 27,552 Depreciation and amortization 69,217 68,680 24,589 Merger and integration costs 15,336 15,340 22,993 Non-cash stock compensation expense 6,769 7,252 2,749 Impairment of assets 435 11,928 — Inventory step-up charges — 2,884 10,285 Loss on debt extinguishment — 12,529 — Headquarters relocation (a) — — 3,865 Loss portfolio transfer — — 2,826 Acquisition costs 424 — 2,604 Other items (b) 959 — 3,099 Adjusted EBITDA of other reconciling items 50,058 50,726 36,872 Adjusted EBITDA of geographic divisions reportable segment $ 250,061 $ 244,616 $ 122,914 (a) Represents expenses incurred to relocate BMHC's headquarters to Atlanta, Georgia, including employee retention, severance, recruiting, relocation and professional fees. (b) For the year ended December 31, 2017, represents expense incurred related to pending litigation of $3.0 million and income related to the final settlement of insurance claims made by the Company for a fire at one of the Company's facilities during 2015 of $2.0 million . For the year ended December 31, 2015, represents adjustments to insurance reserves for workers compensation, general liability, automobile and construction claims incurred prior to BMHC's restructuring and a casualty loss related to a fire at one of the Company’s facilities during 2015. |
Net sales from external customers by main product lines | 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, 2017 , 2016 and 2015 . Certain prior year amounts have been reclassified to conform to the current year presentation. (in thousands) 2017 2016 2015 Structural components $ 522,619 $ 461,761 $ 249,371 Lumber & lumber sheet goods 1,114,219 938,563 459,446 Millwork, doors & windows 907,377 894,889 442,675 Other building products & services 821,753 798,530 425,254 Total net sales $ 3,365,968 $ 3,093,743 $ 1,576,746 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted EPS calculations | The basic and diluted EPS calculations for the years ended December 31, 2017 , 2016 and 2015 are presented below: Year Ended December 31, (in thousands, except per share amounts) 2017 2016 2015 Income (loss) attributable to common stockholders $ 57,425 $ 30,880 $ (4,831 ) Weighted average common shares outstanding, basic 66,900 66,055 41,260 Effect of dilutive securities: Restricted stock 65 207 — Restricted stock units 235 129 — Stock options 204 218 — Weighted average common shares outstanding, diluted 67,404 66,609 41,260 Basic income (loss) per common share $ 0.86 $ 0.47 $ (0.12 ) Diluted income (loss) per common share $ 0.85 $ 0.46 $ (0.12 ) |
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 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 0.5 million . Year Ended December 31, (in thousands) 2017 2016 2015 Restricted stock units — 5 282 Stock options — 469 1,228 Restricted stock — — 455 |
Unaudited Quarterly Financial42
Unaudited Quarterly Financial Data Unaudited Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Data [Abstract] | |
Schedule of quarterly results of operations | The following tables summarize the consolidated quarterly results of operations for 2017 and 2016 : 2017 (in thousands, except per share amounts) First Second Third Fourth Net sales $ 757,700 $ 886,375 $ 881,012 $ 840,881 Gross profit 178,197 211,687 209,545 196,086 Net income 3,744 17,596 18,443 17,642 Basic income per share $ 0.06 $ 0.26 $ 0.28 $ 0.26 Diluted income per share $ 0.06 $ 0.26 $ 0.27 $ 0.26 2016 (in thousands, except per share amounts) First Second Third Fourth Net sales $ 727,418 $ 797,547 $ 821,204 $ 747,574 Gross profit 166,617 191,655 202,966 180,727 Net (loss) income (6,756 ) 17,982 9,236 10,418 Basic (loss) income per share $ (0.10 ) $ 0.27 $ 0.14 $ 0.16 Diluted (loss) income per share $ (0.10 ) $ 0.27 $ 0.14 $ 0.16 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Useful Lives) (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Building and improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Building and improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 30 years |
Leasehold improvements [Member] | Minimum [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 Accoun44
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Narrative) (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Organization Consolidation And Presentation [Line Items] | |||||
Number of reportable segments | 1 | 1 | |||
Number of operating segments | 5 | ||||
Payments for reinsurance | $ 11,100 | ||||
Transferred liability for unpaid claims | 8,300 | ||||
Loss portfolio transfer | $ 0 | $ 0 | 2,826 | ||
Aggregate maximum obligation of reinsurer | 17,500 | ||||
Insurance reserves related to reinsurance claims | 4,500 | $ 4,500 | $ 4,500 | 5,600 | |
Debt issuance cost | 8,100 | $ 8,100 | 8,100 | 9,800 | |
Amortization of debt issuance costs | 1,684 | $ 3,114 | $ 2,525 | ||
Construction Services [Member] | |||||
Organization Consolidation And Presentation [Line Items] | |||||
Revenue recognized using percent of completion | 0.95 | 0.94 | 0.92 | ||
Selling, general and administrative expenses [Member] | |||||
Organization Consolidation And Presentation [Line Items] | |||||
Shipping and handling costs | 172,200 | $ 152,700 | $ 81,600 | ||
Loss portfolio transfer | 2,826 | ||||
Retirement savings expense recorded | 5,200 | 4,600 | 2,400 | ||
Advertising expense | 5,800 | 3,700 | |||
Interest expense [Member] | |||||
Organization Consolidation And Presentation [Line Items] | |||||
Amortization of debt issuance costs | 1,684 | 3,114 | $ 2,525 | ||
Prepaid expenses and other current assets [Member] | |||||
Organization Consolidation And Presentation [Line Items] | |||||
Rebates receivable | 23,300 | $ 23,300 | 23,300 | 21,400 | |
Other long-term assets [Member] | |||||
Organization Consolidation And Presentation [Line Items] | |||||
Assets held for sale | 2,300 | 2,300 | 2,300 | 2,000 | |
Accounts payable [Member] | |||||
Organization Consolidation And Presentation [Line Items] | |||||
Book overdrafts | 100 | 100 | 100 | 200 | |
Accrued expenses and other liabilities [Member] | |||||
Organization Consolidation And Presentation [Line Items] | |||||
Warranty liabilities | 2,500 | 2,500 | 2,500 | 1,800 | |
Accrued expenses and other liabilities and other long-term liabilities [Member] | |||||
Organization Consolidation And Presentation [Line Items] | |||||
Deferred rent liability | $ 4,200 | $ 4,200 | $ 4,200 | $ 3,600 |
Acquisitions Acquisitions (Cons
Acquisitions Acquisitions (Consideration Transferred) (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 01, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Number of SBS shares outstanding on the closing date of the Merger (in shares) | 67,100,000 | 66,700,000 | ||
Total consideration transferred | $ 0 | $ 0 | $ 453,390 | |
SBS [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of SBS shares outstanding on the closing date of the Merger (in shares) | 26,186,111 | |||
SBS common stock price per share on the closing date of the Merger (per share) | $ 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 |
Acquisitions Acquisitions (Net
Acquisitions Acquisitions (Net Assets Acquired) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 01, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 261,792 | $ 254,832 | $ 254,664 | $ 1,137 | |
SBS [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 6,342 | ||||
Accounts receivable | 124,526 | ||||
Inventories | 115,888 | ||||
Prepaid expenses and other current assets | 26,504 | ||||
Property and equipment | 125,717 | ||||
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 | 253,541 | ||||
Goodwill | 199,849 | ||||
Total net assets acquired | 453,390 | ||||
Customer relationships [Member] | SBS [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets acquired | 129,800 | ||||
Trademarks [Member] | SBS [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets acquired | 4,500 | ||||
Non-compete Agreements [Member] | SBS [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets acquired | $ 6,112 |
Acquisitions Acquisitions (Pro
Acquisitions Acquisitions (Pro Forma) (Details) - Pro Forma [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)$ / shares | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Net sales | $ | $ 2,890,163 |
Net income | $ | $ 15,098 |
Basic net income per share | $ / shares | $ 0.23 |
Diluted net income per share | $ / shares | $ 0.23 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - USD ($) $ in Thousands | Apr. 03, 2017 | Mar. 27, 2017 | Dec. 01, 2015 | Sep. 01, 2015 | May 01, 2015 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||||||||||||||
Goodwill | $ 261,792 | $ 254,832 | $ 261,792 | $ 254,832 | $ 254,664 | $ 1,137 | |||||||||||
Acquisition costs | 424 | 0 | 2,604 | ||||||||||||||
Inventory step-up charges | 0 | 2,884 | 10,285 | ||||||||||||||
Net sales | $ 840,881 | $ 881,012 | $ 886,375 | $ 757,700 | $ 747,574 | $ 821,204 | $ 797,547 | $ 727,418 | 3,365,968 | 3,093,743 | 1,576,746 | ||||||
Income from continuing operations before income taxes | 81,827 | 45,146 | (14,520) | ||||||||||||||
TexPly [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Date of acquisition | Apr. 3, 2017 | ||||||||||||||||
Purchase price | $ 31,700 | ||||||||||||||||
Escrow deposit | 2,500 | ||||||||||||||||
Goodwill | 3,600 | ||||||||||||||||
Accounts receivable | 5,200 | ||||||||||||||||
Inventories | 3,900 | ||||||||||||||||
Property and equipment | 5,400 | ||||||||||||||||
Net sales before acquisition | 55,200 | ||||||||||||||||
TexPly [Member] | Selling, general and administrative expenses [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Acquisition costs | 300 | ||||||||||||||||
TexPly [Member] | Customer relationships [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible assets | $ 13,600 | ||||||||||||||||
Useful life | 13 years | ||||||||||||||||
Code Plus [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Date of acquisition | Mar. 27, 2017 | ||||||||||||||||
Purchase price | $ 7,100 | ||||||||||||||||
Goodwill | 3,400 | ||||||||||||||||
Measurement period adjustment | 1,100 | ||||||||||||||||
Net sales before acquisition | 14,200 | ||||||||||||||||
Initial holdback | 400 | ||||||||||||||||
Earnout | 800 | ||||||||||||||||
Code Plus [Member] | Selling, general and administrative expenses [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Acquisition costs | 100 | ||||||||||||||||
Code Plus [Member] | Customer relationships [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible assets | $ 2,300 | ||||||||||||||||
Useful life | 12 years | ||||||||||||||||
Code Plus [Member] | Non-compete Agreements [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible assets | $ 500 | ||||||||||||||||
Useful life | 5 years | ||||||||||||||||
Code Plus And TexPly [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Revenue since acquisition date | 54,300 | ||||||||||||||||
Pre-tax earnings since acquisition date | $ 3,200 | ||||||||||||||||
SBS [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Date of acquisition | Dec. 1, 2015 | ||||||||||||||||
Purchase price | $ 453,390 | ||||||||||||||||
Goodwill | 199,849 | ||||||||||||||||
Accounts receivable | 124,526 | ||||||||||||||||
Inventories | 115,888 | ||||||||||||||||
Property and equipment | 125,717 | ||||||||||||||||
Accounts payable | 77,062 | ||||||||||||||||
Revenue since acquisition date | 103,600 | ||||||||||||||||
Pre-tax earnings since acquisition date | (18,600) | ||||||||||||||||
Gross contractual value of accounts receivable | 129,200 | ||||||||||||||||
Fair value of accounts receivable | 124,526 | ||||||||||||||||
Inventory step-up charges | 13,200 | $ 2,884 | 10,285 | ||||||||||||||
Acquired cash | $ 6,342 | ||||||||||||||||
SBS [Member] | Customer relationships [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Useful life | 16 years 6 months | ||||||||||||||||
SBS [Member] | Trademarks [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Useful life | 3 years 9 months 18 days | ||||||||||||||||
SBS [Member] | Non-compete Agreements [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Useful life | 1 year | ||||||||||||||||
RBI [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Date of acquisition | Sep. 1, 2015 | ||||||||||||||||
Purchase price | $ 102,400 | ||||||||||||||||
Goodwill | 44,400 | ||||||||||||||||
Accounts receivable | 8,300 | ||||||||||||||||
Inventories | 6,700 | ||||||||||||||||
Property and equipment | 5,500 | ||||||||||||||||
Revenue since acquisition date | 27,000 | ||||||||||||||||
Pre-tax earnings since acquisition date | 1,200 | ||||||||||||||||
RBI [Member] | Customer relationships [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible assets | $ 39,900 | ||||||||||||||||
Useful life | 10 years | ||||||||||||||||
RBI [Member] | Non-compete Agreements [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible assets | $ 400 | ||||||||||||||||
Useful life | 3 years | ||||||||||||||||
VNS [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Date of acquisition | May 1, 2015 | ||||||||||||||||
Purchase price | $ 47,100 | ||||||||||||||||
Goodwill | 9,400 | ||||||||||||||||
Accounts receivable | 19,500 | ||||||||||||||||
Inventories | 10,700 | ||||||||||||||||
Property and equipment | 11,600 | ||||||||||||||||
Accounts payable | 7,500 | ||||||||||||||||
Revenue since acquisition date | 103,100 | ||||||||||||||||
Pre-tax earnings since acquisition date | $ 4,700 | ||||||||||||||||
Acquired cash | 2,300 | ||||||||||||||||
VNS [Member] | Customer relationships [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible assets | $ 10,000 | ||||||||||||||||
Useful life | 10 years | ||||||||||||||||
VNS [Member] | Trademarks [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible assets | $ 900 | ||||||||||||||||
Useful life | 2 years |
Accounts Receivable Accounts 49
Accounts Receivable Accounts Receivable (Accounts Receivable) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Receivables [Abstract] | ||
Trade receivables | $ 333,954 | $ 323,725 |
Allowance for doubtful accounts | (4,771) | (4,162) |
Other allowances | (6,291) | (6,259) |
Accounts receivable, net | $ 322,892 | $ 313,304 |
Accounts Receivable Accounts 50
Accounts Receivable Accounts Receivable (Allowance) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at January 1 | $ 4,162 | $ 2,357 | $ 1,560 |
Write-offs | (3,665) | (2,186) | (558) |
Recoveries | 960 | 2,587 | 236 |
Increase in allowance | 3,314 | 1,404 | 1,119 |
Balance at December 31 | $ 4,771 | $ 4,162 | $ 2,357 |
Inventories Inventories (Narrat
Inventories Inventories (Narrative) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Provision for excess and obsolete inventory | $ 1.5 | $ 1.7 |
Property and Equipment Proper52
Property and Equipment Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 471,899 | $ 414,761 |
Less: Accumulated depreciation | (176,079) | (128,020) |
Property and equipment, net of accumulated depreciation | 295,820 | 286,741 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 51,009 | 57,693 |
Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 104,752 | 93,252 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 19,750 | 17,610 |
Furniture, fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 161,014 | 136,513 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 120,855 | 97,119 |
Construction-in-progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 14,519 | $ 12,574 |
Property and Equipment Proper53
Property and Equipment Property and Equipment (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 53,214 | $ 47,959 | $ 20,963 |
Depreciation expense, cost of goods sold | 10,200 | 9,500 | 5,300 |
Impairment of assets | 435 | 11,928 | $ 0 |
Technology Equipment, Enterprise Resource Planning System [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of assets | $ 11,900 | ||
Contractual payments due subsequent to the cease use date | 2,100 | ||
Acceleration of expense recognition of unamortized prepaid costs | 700 | ||
Merger And Integration Costs [Member] | Technology Equipment, Enterprise Resource Planning System [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Integration related costs | $ 2,800 |
Goodwill and Intangible Asset54
Goodwill and Intangible Assets (Goodwill Rollforward) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 254,832 | $ 254,664 | $ 1,137 |
Ending balance | 261,792 | 254,832 | 254,664 |
VNS [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill acquired during period | 9,287 | ||
Measurement period adjustment | 142 | ||
RBI [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill acquired during period | 44,541 | ||
Measurement period adjustment | (124) | ||
SBS [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill acquired during period | $ 199,699 | ||
Measurement period adjustment | $ 150 | ||
Code Plus [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill acquired during period | 3,402 | ||
TexPly [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill acquired during period | $ 3,558 |
Goodwill and Intangible Asset55
Goodwill and Intangible Assets, net Goodwill and Intangible Assets (Intangible Rollforward) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-lived Intangible Assets [Roll Forward] | |||
Net Finite-lived Intangible Assets, beginning of period | $ 167,215 | $ 187,936 | $ 0 |
Amortization | (16,003) | (20,721) | (3,626) |
Net Finite-lived Intangible Assets, end of period | 167,612 | 167,215 | 187,936 |
Trademarks [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Gross Carrying Amount, beginning of period | 5,350 | 5,350 | 0 |
Accumulated Amortization, beginning of period | (2,548) | (408) | 0 |
Amortization | (2,010) | (2,140) | (408) |
Gross Carrying Amount, end of period | 5,350 | 5,350 | 5,350 |
Accumulated Amortization, end of period | (4,558) | (2,548) | (408) |
Customer relationships [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Gross Carrying Amount, beginning of period | 179,700 | 179,700 | 0 |
Accumulated Amortization, beginning of period | (15,509) | (2,664) | 0 |
Amortization | (13,785) | (12,845) | (2,664) |
Gross Carrying Amount, end of period | 195,600 | 179,700 | 179,700 |
Accumulated Amortization, end of period | (29,294) | (15,509) | (2,664) |
Non-compete Agreements [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Gross Carrying Amount, beginning of period | 6,512 | 6,512 | 0 |
Accumulated Amortization, beginning of period | (6,290) | (554) | 0 |
Amortization | (208) | (5,736) | (554) |
Gross Carrying Amount, end of period | 7,012 | 6,512 | 6,512 |
Accumulated Amortization, end of period | (6,498) | $ (6,290) | (554) |
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] | Non-compete 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] | Non-compete Agreements [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Acquisitions | $ 6,112 | ||
Code Plus [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Acquisitions | 2,800 | ||
Code Plus [Member] | Customer relationships [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Acquisitions | 2,300 | ||
Code Plus [Member] | Non-compete Agreements [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Acquisitions | 500 | ||
TexPly [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Acquisitions | 13,600 | ||
TexPly [Member] | Customer relationships [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Acquisitions | $ 13,600 |
Goodwill and Intangible Asset56
Goodwill and Intangible Assets, net Goodwill and Intangible Assets (Intangible Amortization Schedule) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
2,018 | $ 14,383 | |||
2,019 | 14,294 | |||
2,020 | 14,294 | |||
2,021 | 14,294 | |||
2,022 | 14,219 | |||
Thereafter | 96,128 | |||
Finite-lived intangible assets, net | $ 167,612 | $ 167,215 | $ 187,936 | $ 0 |
Goodwill and Intangible Asset57
Goodwill and Intangible Assets, net Goodwill and Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 16,003 | $ 20,721 | $ 3,626 |
Trademarks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | 2,010 | 2,140 | 408 |
Customer relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | 13,785 | 12,845 | 2,664 |
Non-compete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 208 | $ 5,736 | $ 554 |
Accrued Expenses and Other Li58
Accrued Expenses and Other Liabilities Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued payroll and other employee related expenses | $ 41,798 | $ 41,728 |
Accrued taxes | 20,741 | 19,083 |
Advances from customers | 11,664 | 10,062 |
Accrued rebates payable | 4,653 | 2,564 |
Pending litigation accrual | 2,950 | 0 |
Accrued warranty reserve | 2,467 | 1,813 |
Accrued credit card fees | 1,127 | 873 |
Current portion of deferred rent | 818 | 460 |
Accrued professional fees | 715 | 727 |
Unfavorable leases | 520 | 789 |
Other | 8,809 | 10,687 |
Accrued expenses and other liabilities | $ 96,262 | $ 88,786 |
Debt Debt (Long-term Debt Table
Debt Debt (Long-term Debt Table) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 354,798 | $ 352,963 |
Unamortized debt issuance costs related to senior secured notes | (8,100) | (9,800) |
Long-term debt, net of discount | 349,159 | 346,489 |
Less: Current portion of long-term debt | 100 | 1,662 |
Long-term debt | 349,059 | 344,827 |
Senior Notes Due 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 350,000 | 350,000 |
Revolving Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 4,462 | 0 |
Other [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 336 | 2,963 |
Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs related to senior secured notes | $ (5,639) | $ (6,474) |
Debt Debt (Maturities Table) (D
Debt Debt (Maturities Table) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
2,018 | $ 100 | $ 1,662 |
2,019 | 107 | |
2,020 | 4,577 | |
2,021 | 14 | |
2,022 | 0 | |
Thereafter | 350,000 | |
Long-term debt | $ 354,798 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) $ in Thousands | Sep. 15, 2016USD ($) | Dec. 01, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 14, 2016USD ($) |
Debt Instrument [Line Items] | ||||||
Issued amount | $ 354,798 | |||||
Loss on debt extinguishment | 0 | $ (12,529) | $ 0 | |||
Payments of debt extinguishment costs | 0 | 8,438 | 0 | |||
Payments of debt issuance costs | 38 | 7,011 | $ 3,567 | |||
Long-term debt, gross | 354,798 | 352,963 | ||||
Letters of credit, amount outstanding | 62,300 | |||||
Long-term debt | $ 349,159 | 346,489 | ||||
Senior Notes Due 2024 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Issuance date | Sep. 15, 2016 | |||||
Issued amount | $ 350,000 | |||||
Debt Instrument Maturity Year | 2,024 | |||||
Maturity date | Oct. 1, 2024 | |||||
Interest rate | 5.50% | |||||
Frequency of periodic payment | payable semiannually on April 1 and October 1 | |||||
Change in control repurchase percentage | 101.00% | |||||
Payments of debt issuance costs | 6,700 | |||||
Long-term debt, gross | $ 350,000 | 350,000 | ||||
Market value in excess of carrying value | 14,000 | |||||
Revolving Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 375,000 | $ 450,000 | ||||
Maximum letters of credit issuance | $ 100,000 | $ 75,000 | ||||
Unused capacity, commitment fee percentage | 0.25% | |||||
Minimum fixed charge coverage ratio | 1 | |||||
Minimum excess availability for 30 consecutive days | $ 33,300 | |||||
Threshold for line cap percentage | 0.10 | |||||
Minimum line cap percentage for 30 consecutive days | 0.10 | |||||
Long-term debt, gross | 4,462 | 0 | ||||
Initial agreement date | Dec. 1, 2015 | |||||
Amendment date | Sep. 15, 2016 | |||||
Threshold for excess availability | $ 33,300 | |||||
Remaining borrowing capacity | $ 308,200 | |||||
Revolving Credit Agreement [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding letters of credit fee | 0.0075 | |||||
Revolving Credit Agreement [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding letters of credit fee | 0.0125 | |||||
Revolving Credit Agreement [Member] | Base Rate Option [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.00% | |||||
Revolving Credit Agreement [Member] | Base Rate Option [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.25% | |||||
Revolving Credit Agreement [Member] | Base Rate Option [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.75% | |||||
Revolving Credit Agreement [Member] | LIBOR Rate Option [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.25% | |||||
Revolving Credit Agreement [Member] | LIBOR Rate Option [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.75% | |||||
Revolving Credit Agreement [Member] | Federal Funds Rate [Member] | Base Rate Option [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.50% | |||||
Revolving Credit Agreement [Member] | Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Effective interest percentage | 4.75% | |||||
Senior Notes Due 2018 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Extinguishment of debt | $ 250,000 | |||||
Effective interest percentage | 9.00% | |||||
Interest paid on extinguished debt | $ 11,300 | |||||
Loss on debt extinguishment | 12,529 | |||||
Payments of debt extinguishment costs | 8,438 | |||||
Write off of deferred debt issuance cost | $ 4,100 | |||||
Other [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Effective interest percentage | 7.00% | |||||
Other [Member] | Secured By Property [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Issued amount | $ 300 | |||||
Maturity date | Feb. 28, 2021 | |||||
Debt Instrument, Redemption, Period One [Member] | Senior Notes Due 2024 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Additional redemption percentage | 1.00% | |||||
Redemption price percentage | 104.125% | |||||
Basis spread on variable rate | 0.50% | |||||
Debt Instrument, Redemption, Period One [Member] | Senior Notes Due 2024 [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument redemption price percentage allowed | 100.00% | |||||
Debt Instrument, Redemption, Period One [Member] | Senior Notes Due 2024 [Member] | Repayment From Equity Offering [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price percentage | 105.50% | |||||
Debt Instrument, Redemption, Period One [Member] | Senior Notes Due 2024 [Member] | Repayment From Equity Offering [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument redemption price percentage allowed | 40.00% | |||||
Debt Instrument, Redemption, Period Two [Member] | Senior Notes Due 2024 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price percentage | 103.00% | |||||
Debt Instrument, Redemption, Period Two [Member] | Senior Notes Due 2024 [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument redemption price percentage allowed | 10.00% | |||||
BMCEastLLC [Member] | Senior Notes Due 2024 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||
Guarantor Subsidiaries [Member] | Senior Notes Due 2024 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 100.00% |
Other Long-term Liabilities O62
Other Long-term Liabilities Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other Liabilities, Noncurrent [Abstract] | ||
Long-term deferred rent | $ 3,428 | $ 3,170 |
Unfavorable leases | 2,298 | 2,907 |
Other | 1,313 | 932 |
Total other long-term liabilities | $ 7,039 | $ 7,009 |
Income Taxes Income Taxes (Comp
Income Taxes Income Taxes (Components of Income Tax) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current | |||
Federal | $ 20,215 | $ 16,713 | $ (4,202) |
State | 1,869 | 1,124 | 405 |
Current income tax expense (benefit) | 22,084 | 17,837 | (3,797) |
Deferred | |||
Federal | 1,797 | (3,049) | (4,176) |
State | 521 | (522) | (1,716) |
Deferred income tax expense (benefit) | 2,318 | (3,571) | (5,892) |
Income tax expense | $ 24,402 | $ 14,266 | $ (9,689) |
Income Taxes Income Taxes (Effe
Income Taxes Income Taxes (Effective Tax Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 35.00% | 35.00% | 35.00% |
State taxes, net of federal tax | 2.90% | 2.70% | 1.70% |
Nondeductible capitalized transaction costs | 0.20% | 1.40% | (16.20%) |
Nondeductible compensation expense | 0.20% | 0.50% | 0.00% |
Nondeductible (permanent) items | 0.90% | 1.00% | (3.00%) |
IRC Section 199 manufacturing deduction | (2.50%) | (3.50%) | (0.00%) |
Changes in tax rates, including 2017 Tax Act | (4.40%) | 1.60% | (6.20%) |
Changes related to IRC section 382 limitations | 0.00% | (3.90%) | 55.50% |
Excess windfall benefit of stock compensation | (2.30%) | (3.70%) | 0.00% |
Other items | (0.20%) | 0.50% | (0.10%) |
Effective tax rate | 29.80% | 31.60% | 66.70% |
Income Taxes Income Taxes (Defe
Income Taxes Income Taxes (Deferred Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets related to: | ||||
Accounts receivable | $ 2,061 | $ 2,951 | ||
Inventory | 1,931 | 2,857 | ||
Accrued compensation | 2,981 | 6,044 | ||
Insurance reserves | 10,778 | 17,126 | ||
Stock-based compensation | 2,388 | 3,210 | ||
Restructuring reserves | 365 | 1,868 | ||
Other accrued liabilities | 1,149 | 665 | ||
Federal net operating loss carryforward | 17,372 | 30,664 | ||
State net operating loss carryforward | 5,559 | 5,593 | ||
Other | 1,633 | 2,398 | ||
Deferred tax assets, gross | 46,217 | 73,376 | ||
Valuation allowance | (145) | (125) | $ (126) | $ 0 |
Total deferred tax assets | 46,072 | 73,251 | ||
Deferred tax liabilities related to: | ||||
Goodwill and intangibles | (21,030) | (31,808) | ||
Property and equipment | (25,440) | (38,836) | ||
Other assets | (1,370) | (2,057) | ||
Total deferred tax liabilities | 47,840 | 72,701 | ||
Net deferred tax (liability) asset | $ 550 | |||
Net deferred tax (liability) asset | $ (1,768) |
Income Taxes Income Taxes (Valu
Income Taxes Income Taxes (Valuation Allowance) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at January 1, | $ 125 | $ 126 | $ 0 |
Balance at December 31, | 145 | 125 | 126 |
Additions charged to expense [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Increase (decrease) in valuation allowance from continuing operations | 20 | 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 | 0 | 0 | 126 |
Deductions - other [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Increase (decrease) in valuation allowance from continuing operations | $ 0 | $ (1) | $ 0 |
Income Taxes Income Taxes (Unre
Income Taxes Income Taxes (Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at January 1, | $ 0 | $ 3,224 |
Tax positions taken in prior periods: | ||
Gross increases | 0 | 0 |
Gross decreases | 0 | (3,224) |
Tax positions taken in current period: | ||
Gross increases | 0 | 0 |
Settlements with taxing authorities | 0 | 0 |
Lapse of applicable statute of limitations | 0 | 0 |
Balance at December 31, | $ 0 | $ 0 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 01, 2015 | May 01, 2015 | Dec. 31, 2014 | |
Income Tax Contingency [Line Items] | ||||||||||||||
Federal NOL carryforward limiit due to IRC 382 | $ 4,800 | $ 4,800 | ||||||||||||
Current income tax expense (benefit) | 22,084 | $ 17,837 | $ (3,797) | |||||||||||
Income tax expense (benefit) | 24,402 | 14,266 | (9,689) | |||||||||||
Tax benefit related to 2017 Tax Act | $ 3,600 | |||||||||||||
U.S. corporate income tax rate with 2017 Tax Act | 21.00% | |||||||||||||
State net operating loss carryforwards | 108,500 | $ 108,500 | ||||||||||||
Share based compensation related tax expense | 1,900 | 1,700 | ||||||||||||
Stock-based compensation | 2,388 | $ 3,210 | 2,388 | 3,210 | ||||||||||
Unrealized NOLs from stock based compensation | 0 | 0 | 0 | 0 | 400 | |||||||||
Windfall tax benefits | 0 | 400 | 0 | 400 | 0 | |||||||||
Income taxes receivable | 3,748 | 2,437 | 3,748 | 2,437 | ||||||||||
Income taxes paid | 23,500 | 8,800 | ||||||||||||
Income tax refunds received | 600 | 600 | ||||||||||||
Valuation allowance | 145 | 125 | 145 | 125 | 126 | $ 0 | ||||||||
Net deferred tax (liability) asset | 550 | 550 | ||||||||||||
Reduction of tax indemnification asset | $ 5,690 | $ 4,070 | $ 784 | |||||||||||
Income tax expense at statutory rate | 35.00% | 35.00% | 35.00% | |||||||||||
Net deferred tax (liability) asset | 1,768 | $ 1,768 | ||||||||||||
Effective tax rate | 29.80% | 31.60% | 66.70% | |||||||||||
Effective tax rate excluding effects of 2017 Tax Act | 34.20% | |||||||||||||
Income from continuing operations before income taxes | $ 81,827 | $ 45,146 | $ (14,520) | |||||||||||
Net sales | 840,881 | $ 881,012 | $ 886,375 | $ 757,700 | $ 747,574 | $ 821,204 | $ 797,547 | $ 727,418 | $ 3,365,968 | 3,093,743 | 1,576,746 | |||
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 | 34,200 | $ 34,200 | ||||||||||||
Tax Year 2029 [Member] | ||||||||||||||
Income Tax Contingency [Line Items] | ||||||||||||||
NOL expiration | 17,300 | 17,300 | ||||||||||||
Tax Years 2030 through 2034 [Member] | ||||||||||||||
Income Tax Contingency [Line Items] | ||||||||||||||
NOL expiration | $ 31,200 | $ 31,200 | ||||||||||||
Tax Year 2008 [Member] | ||||||||||||||
Income Tax Contingency [Line Items] | ||||||||||||||
Period under examination | Jul. 31, 2008 | |||||||||||||
Tax Year 2008 [Member] | Federal [Member] | ||||||||||||||
Income Tax Contingency [Line Items] | ||||||||||||||
Open tax year end | Jul. 31, 2008 | |||||||||||||
Tax Year 2009 [Member] | ||||||||||||||
Income Tax Contingency [Line Items] | ||||||||||||||
Period under examination | May 5, 2009 | |||||||||||||
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] | ||||||||||||||
Net deferred tax liability recorded | $ 75,006 | |||||||||||||
Tax receivable (payable) recorded | $ 3,200 | |||||||||||||
VNS [Member] | ||||||||||||||
Income Tax Contingency [Line Items] | ||||||||||||||
Net deferred tax liability recorded | $ 4,400 | |||||||||||||
Tax receivable (payable) recorded | $ (400) | |||||||||||||
IRC 382 [Member] | ||||||||||||||
Income Tax Contingency [Line Items] | ||||||||||||||
Tax Expense Benefit, Net Operating Loss Carry Forward | $ (1,700) | $ (8,100) |
Commitments and Contingencies69
Commitments and Contingencies Commitments and Contingencies (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2,018 | $ 8,450 | ||
2,019 | 7,073 | ||
2,020 | 5,412 | ||
2,021 | 1,934 | ||
2,022 | 873 | ||
Thereafter | 660 | ||
Total minimum lease payments | 24,402 | ||
Less: Amounts representing interest | (1,925) | ||
Total obligation under capital leases | 22,477 | ||
Less: Current portion of capital lease obligation | (7,639) | ||
Long-term portion of capital lease obligations | 14,838 | $ 20,581 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2,018 | 27,640 | ||
2,019 | 25,323 | ||
2,020 | 19,022 | ||
2,021 | 16,500 | ||
2,022 | 12,809 | ||
Thereafter | 37,269 | ||
Total minimum lease payments | [1] | $ 138,563 | |
[1] | Minimum operating lease payments have not been reduced by minimum sublease rentals of $0.1 million due in the future under noncancelable subleases. |
Commitments and Contingencies70
Commitments and Contingencies Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Loss Contingencies [Line Items] | |||
Future minimum rentals under noncancelable subleases | $ 0.1 | ||
Operating leases, rent expense | 30.5 | $ 29.3 | $ 8.1 |
Commitment to purchase | 7.1 | ||
Pending litigation expense | $ 3 | ||
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 | ||
Building and improvements [Member] | |||
Loss Contingencies [Line Items] | |||
Remaining term on capital lease | 6 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 | $ 25.2 | 32.6 | |
Capital leases, accumulated depreciation | 37.1 | $ 28.8 | |
Selling, general and administrative expenses [Member] | |||
Loss Contingencies [Line Items] | |||
Pending litigation expense | $ 3 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 01, 2015 |
Class of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Merger Share Exchange Ratio | 0.5231 | ||
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) - Selling, general and administrative expenses [Member] - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation | $ 6,769 | $ 7,252 | $ 2,749 | |
Restricted stock units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation | [1] | 6,006 | 4,643 | 100 |
Restricted stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation | 436 | 1,559 | 2,607 | |
Stock options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation | $ 327 | $ 1,050 | $ 42 | |
[1] | Includes service-based and performance-based restricted stock units. |
Stock Based Compensation (Summa
Stock Based Compensation (Summary of restricted stock awards and restricted stock) (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restricted stock [Member] | |||
Restricted Stock and Restricted Stock Units, Number of shares outstanding (in shares): | |||
Beginning balance (in shares) | 117 | 455 | 706 |
Granted (in shares) | 0 | 0 | 206 |
Vested (in shares) | (49) | (301) | (279) |
Forfeited (in shares) | (8) | (37) | (178) |
Ending balance (in shares) | 60 | 117 | 455 |
Restricted Stock and Restricted Stock Units, Weighted average grant date fair value (in dollars per share): | |||
Beginning balance (in dollars per share) | $ 17.42 | $ 13.51 | $ 10.15 |
Granted (in dollars per share) | 0 | 0 | 17.15 |
Vested (in dollars per share) | 16.25 | 11.95 | 9.07 |
Forfeited (in dollars per share) | 19.08 | 13.69 | 11.37 |
Ending balance (in dollars per share) | $ 18.17 | $ 17.42 | $ 13.51 |
Restricted stock units [Member] | |||
Restricted Stock and Restricted Stock Units, Number of shares outstanding (in shares): | |||
Beginning balance (in shares) | 298 | 282 | 0 |
Legacy SBS restricted stock units assumed | 318 | ||
Granted (in shares) | 396 | 166 | 0 |
Vested (in shares) | (163) | (123) | 0 |
Forfeited (in shares) | (21) | (27) | (36) |
Ending balance (in shares) | 510 | 298 | 282 |
Restricted Stock and Restricted Stock Units, Weighted average grant date fair value (in dollars per share): | |||
Beginning balance (in dollars per share) | $ 17.39 | $ 16.99 | $ 0 |
Legacy SBS restricted stock units assumed | 16.99 | ||
Granted (in dollars per share) | 21.79 | 17.65 | 0 |
Vested (in dollars per share) | 17.49 | 16.86 | 0 |
Forfeited (in dollars per share) | 20.34 | 17.16 | 16.99 |
Ending balance (in dollars per share) | $ 20.65 | $ 17.39 | $ 16.99 |
Stock Based Compensation Stock
Stock Based Compensation Stock Based Compensation (Summary of performance-based restricted stock units) (Details) - Performance-based restricted stock units [Member] - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Performance-Based Restricted Stock Units, Number of shares outstanding (in shares): | |||
Beginning balance (in shares) | 206 | 0 | |
Granted (in shares) | [1] | 255 | 206 |
Vested (in shares) | 0 | 0 | |
Forfeited (in shares) | (8) | 0 | |
Ending balance (in shares) | 453 | 206 | |
Performance-Based Restricted Stock Units, Weighted average grant date fair value (in dollars per share): | |||
Beginning balance (in dollars per share) | $ 16.35 | $ 0 | |
Granted (in dollars per share) | [1] | 21.94 | 16.35 |
Vested (in dollars per share) | 0 | 0 | |
Forfeited (in dollars per share) | 22.90 | 0 | |
Ending balance (in dollars per share) | $ 19.37 | $ 16.35 | |
[1] | Represents the maximum number of performance-based restricted stock units which could be earned. |
Stock Based Compensation Stoc75
Stock Based Compensation Stock Based Compensation (Summary of stock option awards) (Details) - Stock options [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock Options, Number of options outstanding (in shares): | |||
Outstanding, beginning balance (in shares) | 1,024,000 | 1,228,000 | 0 |
Legacy SBS stock options assumed (in shares) | 1,229,000 | ||
Granted (in shares) | 0 | 3,000 | 0 |
Exercised (in shares) | (260,000) | (175,000) | 0 |
Forfeited (in shares) | (14,000) | (10,000) | (1,000) |
Expired (in shares) | (45,000) | (22,000) | 0 |
Outstanding, ending balance (in shares) | 705,000 | 1,024,000 | 1,228,000 |
Exercisable at December 31, 2017 (in shares) | 646,000 | ||
Vested and expected to vest at December 31, 2017 | 705,000 | ||
Stock Options, Weighted average exercise price (in dollars per share): | |||
Outstanding, beginning balance (in dollars per share) | $ 15.15 | $ 14.17 | $ 0 |
Legacy SBS stock options assumed (in dollars per share) | 14.18 | ||
Granted (in dollars per share) | 0 | 17.04 | 0 |
Exercised (in dollars per share) | 13.05 | 7.90 | 0 |
Forfeited (in dollars per share) | 17.04 | 17.04 | 17.04 |
Expired (in dollars per share) | 19.89 | 17.53 | 0 |
Outstanding, ending balance (in dollars per share) | 15.59 | $ 15.15 | $ 14.17 |
Exercisable at December 31, 2017 (in dollars per share) | 15.45 | ||
Vested and expected to vest at December 31, 2017 | $ 15.59 | ||
Stock Options, Contractual Term (in years) | |||
Outstanding at December 31, 2017 | 6 years 3 months 12 days | ||
Exercisable at December 31, 2017 | 6 years 2 months 24 days | ||
Vested and expected to vest at December 31, 2017 | 6 years 3 months 12 days | ||
Stock Options, Intrinsic Value | |||
Outstanding at December 31, 2017 | $ 6,845 | ||
Exercisable at December 31, 2107 | 6,359 | ||
Vested and expected to vest at December 31, 2017 | $ 6,845 |
Stock Based Compensation Stoc76
Stock Based Compensation Stock Based Compensation (Unrecognized compensation costs) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Unrecognized compensation cost | $ 6,681 |
Stock options [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Unrecognized compensation cost | $ 125 |
Weighted average remaining period of expense recognition (in years) | 9 months |
Restricted stock [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Unrecognized compensation cost | $ 100 |
Weighted average remaining period of expense recognition (in years) | 3 months |
Restricted stock units [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Unrecognized compensation cost | $ 5,023 |
Weighted average remaining period of expense recognition (in years) | 1 year 4 months 24 days |
Performance-based restricted stock units [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Unrecognized compensation cost | $ 1,433 |
Weighted average remaining period of expense recognition (in years) | 2 years 2 months 12 days |
Stock Based Compensation (Narra
Stock Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 01, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2010 | Nov. 30, 2015 | Dec. 31, 2014 | |
BMC 2013 Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares reserved for issuance | 1,600,000 | ||||||||
BMC 2010 Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares reserved for issuance | 5,200,000 | ||||||||
Restricted stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 0 | 0 | 206,000 | ||||||
Weighted average grant date fair value | $ 18.17 | $ 17.42 | $ 13.51 | $ 10.15 | |||||
Stock options [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Aggregate intrinsic value of options exercised | $ 2,300 | $ 1,900 | |||||||
Options, grants in period (in dollars per share) | $ 0 | $ 17.04 | $ 0 | ||||||
Options outstanding (in shares) | 705,000 | 1,024,000 | 1,228,000 | 0 | |||||
Weighted average remaining contractual life, exercisable (in years) | 6 years 2 months 24 days | ||||||||
Weighted average remaining contractual life, outstanding (in years) | 6 years 3 months 12 days | ||||||||
Aggregate intrinsic value, exercisable | $ 6,359 | ||||||||
Aggregate intrinsic value, outstanding | $ 6,845 | ||||||||
Options exercised (in shares) | 260,000 | 175,000 | 0 | ||||||
Fair value at issue date (in dollars per share) | $ 9.70 | ||||||||
Restricted stock units [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 396,000 | 166,000 | 0 | ||||||
Weighted average grant date fair value | $ 20.65 | $ 17.39 | $ 16.99 | $ 0 | |||||
SBS 2013 Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares available for future issuance (in shares) | 3,100,000 | ||||||||
Shares reserved for issuance | 5,600,000 | 1,800,000 | |||||||
Performance-based restricted stock units [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | [1] | 255,000 | 206,000 | ||||||
Weighted average grant date fair value | $ 19.37 | $ 16.35 | $ 0 | ||||||
Minimum [Member] | SBS 2013 Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 3 years | ||||||||
Minimum [Member] | Performance-based restricted stock units [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Performance based shares available for vesting | 0 | ||||||||
Maximum [Member] | SBS 2013 Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 4 years | ||||||||
Expiration period | 10 years | ||||||||
Maximum [Member] | Performance-based restricted stock units [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Performance based shares available for vesting | 500,000 | ||||||||
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] | |||||||||
Awards outstanding (in shares) | 300,000 | ||||||||
Non-Vested [Member] | SBS 2013 Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Fair value of equity awards | $ 200 | ||||||||
Vested [Member] | SBS 2013 Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Fair value of 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 | ||||||||
2017 [Member] | Performance-based restricted stock units [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 3 years | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award, Vesting Date | Mar. 15, 2020 | ||||||||
Percentage Of Performance Measurement Based On Return On Invested Capital | 50.00% | ||||||||
Performance Period, Start Date | Jan. 1, 2017 | ||||||||
Performance Period, End Date | Dec. 31, 2019 | ||||||||
Percent Of Performance Measurement Based On Adjusted Earnings Per Share | 50.00% | ||||||||
2017 [Member] | Minimum [Member] | Performance-based restricted stock units [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 0 | ||||||||
2017 [Member] | Maximum [Member] | Performance-based restricted stock units [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 200,000 | ||||||||
2016 [Member] | Performance-based restricted stock units [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 3 years | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award, Vesting Date | Mar. 15, 2019 | ||||||||
Performance Period, Start Date | Jan. 1, 2016 | ||||||||
Performance Period, End Date | Dec. 31, 2018 | ||||||||
2016 [Member] | Minimum [Member] | Performance-based restricted stock units [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 0 | ||||||||
2016 [Member] | Maximum [Member] | Performance-based restricted stock units [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 200,000 | ||||||||
Director [Member] | BMC 2010 Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 2 years | ||||||||
Key Employee [Member] | BMC 2013 Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 3 years | ||||||||
Key Employee [Member] | BMC 2010 Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 3 years | ||||||||
[1] | Represents the maximum number of performance-based restricted stock units which could be earned. |
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, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 840,881 | $ 881,012 | $ 886,375 | $ 757,700 | $ 747,574 | $ 821,204 | $ 797,547 | $ 727,418 | $ 3,365,968 | $ 3,093,743 | $ 1,576,746 |
Gross profit | 196,086 | $ 209,545 | $ 211,687 | $ 178,197 | 180,727 | $ 202,966 | $ 191,655 | $ 166,617 | 795,515 | 741,965 | 361,410 |
Depreciation & amortization | 69,217 | 68,680 | 24,589 | ||||||||
Total assets | 1,473,350 | 1,395,014 | 1,473,350 | 1,395,014 | 1,371,139 | ||||||
Operating segments [Member] | Geographic divisions [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 3,365,968 | 3,093,743 | 1,576,746 | ||||||||
Gross profit | 795,515 | 741,965 | 361,410 | ||||||||
Depreciation & amortization | 66,809 | 66,592 | 23,726 | ||||||||
Adjusted EBITDA | 250,061 | 244,616 | 122,914 | ||||||||
Total assets | 1,435,970 | 1,345,475 | 1,435,970 | 1,345,475 | 1,305,545 | ||||||
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 | 2,408 | 2,088 | 863 | ||||||||
Adjusted EBITDA | (50,058) | (50,726) | (36,872) | ||||||||
Total assets | $ 37,380 | $ 49,539 | $ 37,380 | $ 49,539 | $ 65,594 |
Segments (Reconciliation of adj
Segments (Reconciliation of adjusted EBITDA to consolidated financial statements) (Details) - USD ($) $ in Thousands | Dec. 01, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Income (loss) before income taxes | $ 81,827 | $ 45,146 | $ (14,520) | ||
Interest expense | 25,036 | 30,131 | 27,552 | ||
Depreciation and amortization | 69,217 | 68,680 | 24,589 | ||
Merger and integration costs | 15,336 | 15,340 | 22,993 | ||
Non-cash stock compensation expense | 6,769 | 7,252 | 2,749 | ||
Impairment of assets | 435 | 11,928 | 0 | ||
Loss on debt extinguishment | 0 | 12,529 | 0 | ||
Headquarters relocation | [1] | 0 | 0 | 3,865 | |
Inventory step-up charges | 0 | 2,884 | 10,285 | ||
Loss portfolio transfer | 0 | 0 | 2,826 | ||
Acquisition costs | 424 | 0 | 2,604 | ||
Other items | [2] | 959 | 0 | 3,099 | |
Other reconciling items [Member] | Other reconciling items [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Depreciation and amortization | 2,408 | 2,088 | 863 | ||
Adjusted EBITDA | 50,058 | 50,726 | 36,872 | ||
Operating segments [Member] | Geographic divisions [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Depreciation and amortization | 66,809 | 66,592 | 23,726 | ||
Adjusted EBITDA | $ (250,061) | (244,616) | (122,914) | ||
SBS [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Inventory step-up charges | $ 13,200 | $ 2,884 | $ 10,285 | ||
[1] | Represents expenses incurred to relocate BMHC's headquarters to Atlanta, Georgia, including employee retention, severance, recruiting, relocation and professional fees. | ||||
[2] | For the year ended December 31, 2017, represents expense incurred related to pending litigation of $3.0 million and income related to the final settlement of insurance claims made by the Company for a fire at one of the Company's facilities during 2015 of $2.0 million. For the year ended December 31, 2015, represents adjustments to insurance reserves for workers compensation, general liability, automobile and construction claims incurred prior to BMHC's restructuring and a casualty loss related to a fire at one of the Company’s facilities during 2015. |
Segments Segments (External Cus
Segments Segments (External Customer Sales By Product) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue from External Customer [Line Items] | |||||||||||
Total net sales | $ 840,881 | $ 881,012 | $ 886,375 | $ 757,700 | $ 747,574 | $ 821,204 | $ 797,547 | $ 727,418 | $ 3,365,968 | $ 3,093,743 | $ 1,576,746 |
Structural components [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Total net sales | 522,619 | 461,761 | 249,371 | ||||||||
Lumber & lumber sheet goods [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Total net sales | 1,114,219 | 938,563 | 459,446 | ||||||||
Millwork, Doors And Windows [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Total net sales | 907,377 | 894,889 | 442,675 | ||||||||
Other building products & services [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Total net sales | $ 821,753 | $ 798,530 | $ 425,254 |
Segments (Narrative) (Details)
Segments (Narrative) (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2017USD ($) | Dec. 31, 2017 | Dec. 31, 2017segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of operating segments | 5 | ||||
Number of reportable segments | 1 | 1 | |||
Pending litigation expense | $ 3,000 | ||||
Final settlement of insurance claims | $ 1,991 | $ 1,003 | $ 0 |
Earnings Per Common Share (Basi
Earnings Per Common Share (Basic and Diluted EPS) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Income (loss) attributable to common stockholders | $ 57,425 | $ 30,880 | $ (4,831) | ||||||||
Weighted average common shares outstanding, basic (in shares) | 66,900 | 66,055 | 41,260 | ||||||||
Weighted average common shares outstanding, diluted (in shares) | 67,404 | 66,609 | 41,260 | ||||||||
Basic EPS | |||||||||||
Net income (loss) per share (in dollars per share) | $ 0.26 | $ 0.28 | $ 0.26 | $ 0.06 | $ 0.16 | $ 0.14 | $ 0.27 | $ (0.10) | $ 0.86 | $ 0.47 | $ (0.12) |
Diluted EPS | |||||||||||
Net income (loss) per share (in dollars per share) | $ 0.26 | $ 0.27 | $ 0.26 | $ 0.06 | $ 0.16 | $ 0.14 | $ 0.27 | $ (0.10) | $ 0.85 | $ 0.46 | $ (0.12) |
Restricted stock [Member] | |||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Effect of dilutive securities | 65 | 207 | 0 | ||||||||
Restricted stock units [Member] | |||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Effect of dilutive securities | 235 | 129 | 0 | ||||||||
Stock options [Member] | |||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Effect of dilutive securities | 204 | 218 | 0 |
Earnings Per Common Share (Sche
Earnings Per Common Share (Schedule of anti-dilutive securities) (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
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) | 0 | 469 | 1,228 |
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 | 0 | 455 |
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) | 0 | 5 | 282 |
Earnings Per Common Share Ear84
Earnings Per Common Share Earnings Per Common Share (Narrative) (Details) - Performance-based restricted stock units [Member] | 12 Months Ended |
Dec. 31, 2017shares | |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance based shares available for vesting | 500,000 |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance based shares available for vesting | 0 |
Unaudited Quarterly Financial85
Unaudited Quarterly Financial Data Unaudited Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Data [Abstract] | |||||||||||
Net sales | $ 840,881 | $ 881,012 | $ 886,375 | $ 757,700 | $ 747,574 | $ 821,204 | $ 797,547 | $ 727,418 | $ 3,365,968 | $ 3,093,743 | $ 1,576,746 |
Gross profit | 196,086 | 209,545 | 211,687 | 178,197 | 180,727 | 202,966 | 191,655 | 166,617 | 795,515 | 741,965 | 361,410 |
Net income (loss) | $ 17,642 | $ 18,443 | $ 17,596 | $ 3,744 | $ 10,418 | $ 9,236 | $ 17,982 | $ (6,756) | $ 57,425 | $ 30,880 | $ (4,831) |
Basic income (loss) per share | |||||||||||
Net income (loss) per share (in dollars per share) | $ 0.26 | $ 0.28 | $ 0.26 | $ 0.06 | $ 0.16 | $ 0.14 | $ 0.27 | $ (0.10) | $ 0.86 | $ 0.47 | $ (0.12) |
Diluted income (loss) per share | |||||||||||
Net income (loss) per share (in dollars per share) | $ 0.26 | $ 0.27 | $ 0.26 | $ 0.06 | $ 0.16 | $ 0.14 | $ 0.27 | $ (0.10) | $ 0.85 | $ 0.46 | $ (0.12) |
Subsequent Events Subsequent 86
Subsequent Events Subsequent Events (Details) - Shone Lumber - USD ($) $ in Millions | Mar. 01, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | ||
Net sales before acquisition | $ 70 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Subsequent event date | Mar. 1, 2018 | |
Purchase price | $ 23 |