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Builders FirstSource, Inc. – ‘10-K’ for 12/31/19 – ‘R27’

On:  Friday, 2/21/20, at 2:54pm ET   ·   For:  12/31/19   ·   Accession #:  1564590-20-5717   ·   File #:  0-51357

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/21/20  Builders FirstSource, Inc.        10-K       12/31/19  120:13M                                    ActiveDisclosure/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.57M 
 2: EX-4.5      Instrument Defining the Rights of Security Holders  HTML     55K 
 3: EX-10.31    Material Contract                                   HTML     45K 
 4: EX-21.1     Subsidiaries List                                   HTML     35K 
 5: EX-23.1     Consent of Experts or Counsel                       HTML     35K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     42K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     42K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     37K 
105: R1          Document and Entity Information                     HTML    100K  
60: R2          Consolidated Statement of Operations and            HTML     85K 
                Comprehensive Income                                             
28: R3          Consolidated Balance Sheet                          HTML    121K 
85: R4          Consolidated Balance Sheet (Parenthetical)          HTML     56K 
106: R5          Consolidated Statement of Cash Flows                HTML    123K  
62: R6          Consolidated Statements of Cash Flows               HTML     44K 
                (Parenthetical)                                                  
30: R7          Consolidated Statement of Changes in Stockholders'  HTML     89K 
                Equity                                                           
89: R8          Consolidated Statement of Changes in Stockholders'  HTML     44K 
                Equity (Parenthetical)                                           
103: R9          Description of the Business                         HTML     38K  
52: R10         Summary of Significant Accounting Policies          HTML    189K 
15: R11         Revenue                                             HTML     68K 
83: R12         Property, Plant and Equipment                       HTML     85K 
97: R13         Business Combinations                               HTML     58K 
53: R14         Goodwill                                            HTML     83K 
16: R15         Intangible Assets                                   HTML     86K 
84: R16         Accrued Liabilities                                 HTML     56K 
98: R17         Long-Term Debt                                      HTML    111K 
54: R18         Leases and Other Finance Obligations                HTML    159K 
14: R19         Employee Stock-Based Compensation                   HTML    163K 
78: R20         Income Taxes                                        HTML    162K 
117: R21         Employee Benefit Plans                              HTML     39K  
50: R22         Commitments and Contingencies                       HTML     39K 
40: R23         Segment and Product Information                     HTML    196K 
79: R24         Related Party Transactions                          HTML     38K 
119: R25         Unaudited Quarterly Financial Data                  HTML    131K  
51: R26         Subsequent Events                                   HTML     39K 
41: R27         Summary of Significant Accounting Policies          HTML    254K 
                (Policies)                                                       
77: R28         Summary of Significant Accounting Policies          HTML    155K 
                (Tables)                                                         
120: R29         Revenue (Tables)                                    HTML     65K  
96: R30         Property, Plant and Equipment (Tables)              HTML     83K 
81: R31         Business Combinations (Tables)                      HTML     52K 
18: R32         Goodwill (Tables)                                   HTML     79K 
56: R33         Intangible Assets (Tables)                          HTML     87K 
95: R34         Accrued Liabilities (Tables)                        HTML     55K 
80: R35         Long-Term Debt (Tables)                             HTML     78K 
17: R36         Leases and Other Finance Obligations (Table)        HTML    166K 
55: R37         Employee Stock-Based Compensation (Tables)          HTML    164K 
94: R38         Income Taxes (Tables)                               HTML    162K 
82: R39         Segment and Product Information (Tables)            HTML    190K 
116: R40         Unaudited Quarterly Financial Data (Tables)         HTML    130K  
75: R41         Description of the Business - Additional            HTML     39K 
                Information (Detail)                                             
33: R42         Summary of Significant Accounting Policies -        HTML    129K 
                Additional Information (Detail)                                  
43: R43         Summary of Significant Accounting Policies -        HTML     42K 
                Reconciliation of Accounts Receivable - Classified               
                (Detail)                                                         
115: R44         Summary of Significant Accounting Policies -        HTML     43K  
                Rollforward of Allowance for Doubtful Accounts                   
                (Detail)                                                         
74: R45         Summary of Significant Accounting Policies -        HTML     70K 
                Summary of Calculation of Basic And Diluted EPS                  
                (Detail)                                                         
32: R46         Summary of Significant Accounting Policies -        HTML     49K 
                Restricted Stock Unit Valuation (Detail)                         
42: R47         Summary of Significant Accounting Policies - Stock  HTML     45K 
                Option Valuation (Detail)                                        
114: R48         Summary of Significant Accounting Policies -        HTML     39K  
                Supplemental Cash Flow Information (Details)                     
76: R49         Summary of Significant Accounting Policies -        HTML     37K 
                Supplemental Cash Flow Information (Parenthetical)               
                (Details)                                                        
92: R50         Revenue - Net Sales by Product Category (Detail)    HTML     59K 
107: R51         Revenue - Additional Information (Detail)           HTML     42K  
57: R52         Property, Plant and Equipment - Summary of          HTML     57K 
                Property, Plant and Equipment (Detail)                           
19: R53         Property, Plant and Equipment - Additional          HTML     40K 
                Information (Detail)                                             
93: R54         Property, Plant and Equipment - Schedule of         HTML     48K 
                Balances Held Under Other Finance Obligations                    
                (Detail)                                                         
108: R55         Business Combinations - Additional Information      HTML     79K  
                (Detail)                                                         
58: R56         Business Combinations - Summary of Aggregate Fair   HTML     69K 
                Values of Assets Acquired and Liabilities Assumed                
                (Detail)                                                         
20: R57         Goodwill - Schedule of Change in Carrying Amount    HTML     56K 
                of Goodwill (Detail)                                             
91: R58         Goodwill - Additional Information (Detail)          HTML     47K 
109: R59         Intangible Assets - Summary of Intangible Assets    HTML     56K  
                (Detail)                                                         
44: R60         Intangible Assets - Additional Information          HTML     57K 
                (Detail)                                                         
36: R61         Intangible Assets - Estimated Amortization Expense  HTML     51K 
                for Intangible Assets (Detail)                                   
69: R62         Accrued Liabilities (Details)                       HTML     55K 
110: R63         Long-Term Debt - Summary of Long-Term Debt          HTML     62K  
                (Detail)                                                         
47: R64         Long-Term Debt - Summary of Long-Term Debt          HTML     40K 
                (Parenthetical) (Detail)                                         
39: R65         Long-Term Debt - 2017 Debt Transactions -           HTML     38K 
                Additional Information (Detail)                                  
73: R66         Long-Term Debt - Term Loan Amendment - Additional   HTML     56K 
                Information (Detail)                                             
113: R67         Long-Term Debt - Revolving Credit Facility          HTML     52K  
                Amendment - Additional Information (Detail)                      
48: R68         Long-Term Debt - 2023 Notes Redemption -            HTML     53K 
                Additional Information (Detail)                                  
34: R69         Long-Term Debt - 2018 Debt Transactions -           HTML     62K 
                Additional Information (Detail)                                  
26: R70         Long-Term Debt - First Quarter 2019 Note            HTML     58K 
                Repurchase Transactions - Additional Information                 
                (Detail)                                                         
68: R71         Long-Term Debt - Second Quarter 2019 Refinancing    HTML     76K 
                Transactions - Additional Information (Detail)                   
104: R72         Long-Term Debt - Third Quarter 2019 Refinancing     HTML     68K  
                Transactions - Additional Information (Detail)                   
90: R73         Long-Term Debt - Fourth Quarter 2019 Term Loan      HTML     45K 
                Repayment - Additional Information (Detail)                      
22: R74         Long-Term Debt - 2024 Term Loan Credit Agreement -  HTML     57K 
                Additional Information (Detail)                                  
63: R75         Long-Term Debt - 2023 Revolving Credit Facility -   HTML     74K 
                Additional Information (Detail)                                  
99: R76         Long-Term Debt - Senior Secured Notes due 2024 -    HTML     51K 
                Additional Information (Detail)                                  
86: R77         Long-Term Debt - Senior Secured Notes due 2027 -    HTML     68K 
                Additional Information (Detail)                                  
29: R78         Long-Term Debt - Future Maturities of Long-Term     HTML     46K 
                Debt (Detail)                                                    
61: R79         Leases and Other Finance Obligations - Summary of   HTML     54K 
                Right-of-use Assets and Lease Liabilities (Detail)               
25: R80         Leases and Other Finance Obligations - Summary of   HTML     47K 
                Total Lease Costs (Detail)                                       
67: R81         Leases and Other Finance Obligations - Summary of   HTML     81K 
                Future Maturities of Lease Liabilities (Detail)                  
102: R82         Leases and Other Finance Obligations - Summary of   HTML     78K  
                Future Maturities of Lease Obligations (Detail)                  
88: R83         Leases and Other Finance Obligations - Summary of   HTML     46K 
                Weighted Average Lease Terms and Discount Rates                  
                (Detail)                                                         
23: R84         Leases and Other Finance Obligations - Summary of   HTML     47K 
                Cash paid for Amounts Included in Measurement of                 
                Lease Liabilities as Well as Supplemental Noncash                
                Information (Detail)                                             
64: R85         Leases and Other Finance Obligations - Additional   HTML     38K 
                Information (Detail)                                             
101: R86         Leases and Other Finance Obligations - Other        HTML     55K  
                Finance Obligations - Additional Information                     
                (Detail)                                                         
87: R87         Leases and Other Finance Obligations - Summary of   HTML     53K 
                Future Maturities of Other Finance Obligation                    
                (Detail)                                                         
27: R88         Employee Stock-Based Compensation - Additional      HTML    141K 
                Information (Detail)                                             
59: R89         Employee Stock-Based Compensation - Summary of      HTML     67K 
                Stock Option Activity (Detail)                                   
45: R90         Employee Stock-Based Compensation - Outstanding     HTML     72K 
                and Exercisable Stock Options (Detail)                           
37: R91         Employee Stock-Based Compensation - Summary of      HTML     72K 
                Restricted Stock Unit Activity (Detail)                          
70: R92         Income Taxes - Components of Income Tax Expense     HTML     60K 
                (Benefit) Included in Continuing Operations                      
                (Detail)                                                         
111: R93         Income Taxes - Reconciliation of Deferred Tax       HTML     89K  
                Assets and Liabilities (Detail)                                  
46: R94         Income Taxes - Reconciliation of Statutory Federal  HTML     71K 
                Income Tax Rate to Our Effective Rate for                        
                Continuing Operations (Detail)                                   
38: R95         Income Taxes - Additional Information (Detail)      HTML     57K 
72: R96         Employee Benefit Plans - Additional Information     HTML     41K 
                (Detail)                                                         
112: R97         Commitments and Contingencies - Additional          HTML     36K  
                Information (Detail)                                             
49: R98         Segment and Product Information - Additional        HTML     41K 
                Information (Detail)                                             
35: R99         Segment and Product Information - Schedule of       HTML     81K 
                Reconciling Information by Reportable Segments                   
                (Detail)                                                         
24: R100        Unaudited Quarterly Financial Data - Summary of     HTML     61K 
                Quarterly Results of Operations (Details)                        
65: R101        Unaudited Quarterly Financial Data - Summary of     HTML     44K 
                Quarterly Results of Operations (Parenthetical)                  
                (Detail)                                                         
100: R102        Subsequent Events - Additional Information          HTML     65K  
                (Detail)                                                         
118: XML         IDEA XML File -- Filing Summary                      XML    227K  
66: XML         XBRL Instance -- bldr-10k_20191231_htm               XML   3.49M 
21: EXCEL       IDEA Workbook of Financial Reports                  XLSX    129K 
10: EX-101.CAL  XBRL Calculations -- bldr-20191231_cal               XML    312K 
11: EX-101.DEF  XBRL Definitions -- bldr-20191231_def                XML    826K 
12: EX-101.LAB  XBRL Labels -- bldr-20191231_lab                     XML   1.74M 
13: EX-101.PRE  XBRL Presentations -- bldr-20191231_pre              XML   1.48M 
 9: EX-101.SCH  XBRL Schema -- bldr-20191231                         XSD    268K 
71: JSON        XBRL Instance as JSON Data -- MetaLinks              465±   768K 
31: ZIP         XBRL Zipped Folder -- 0001564590-20-005717-xbrl      Zip    336K 


‘R27’   —   Summary of Significant Accounting Policies (Policies)


This is an IDEA Financial Report.  [ Alternative Formats ]



 
v3.19.3.a.u2
Summary of Significant Accounting Policies (Policies)
12 Months Ended
Accounting Policies [Abstract]  
Principles of Consolidation

Principles of Consolidation

The consolidated financial statements present the results of operations, financial position, and cash flows of Builders FirstSource, Inc. and its wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation.

Accounting Estimates

Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

Estimates are used when accounting for items such as revenue, vendor rebates, allowance for returns, discounts and doubtful accounts, employee compensation programs, depreciation and amortization periods, income taxes, inventory values, insurance programs, goodwill, other intangible assets and long-lived assets.

Revenue Recognition

Revenue Recognition

We recognize revenue as performance obligations are satisfied by transferring control of a promised good or service to a customer in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We generally classify our revenues into two types: (i) distribution sales; or (ii) sales related to contracts with service elements. 

Distribution sales typically consist of the sale of building products we manufacture and the resale of purchased building products. We recognize revenue related to distribution sales at a point in time upon delivery of the ordered goods to our customers. Payment terms related to distribution sales are not significant as payment is generally received shortly after the point of sale.

Our contracts with service elements primarily relate to installation and construction services. We evaluate whether multiple contracts should be combined and accounted for as a single contract and whether a single or combined contract should be accounted for as a single performance obligation or multiple performance obligations. If a contract is separated into more than one performance obligation, we allocate the transaction price to each performance obligation generally based on observable standalone selling prices of the underlying goods or services. Revenue related to contracts with service elements is generally recognized over time based on the extent of progress towards completion of the performance obligation because of continuous transfer of control to the customer. We consider costs incurred to be indicative of goods and services delivered to the customer. As such, we use a cost based input method to recognize revenue on our contracts with service elements as it best depicts the transfer of assets to our customers. Payment terms related to sales for contracts with service elements are specific to each customer and contract. However, they are considered to be short-term in nature as payments are normally received either throughout the life of the contract or shortly after the contract is complete.

Contract costs include all direct material and labor, equipment costs and those indirect costs related to contract performance. Provisions for estimated losses on uncompleted contracts are recognized in the period in which such losses are determinable. Prepayments for materials or services are deferred until such materials have been delivered or services have been provided. All sales recognized are net of allowances for discounts and estimated returns, based on historical experience. The Company records sales incentives provided to customers as a reduction of revenue. We present all sales tax on a net basis in our consolidated financial statements.

Costs to obtain contracts are expensed as incurred as our contracts are typically completed in one year or less, and where applicable, we generally would incur these costs whether or not we ultimately obtain the contract. We do not disclose the value of our remaining performance obligations on uncompleted contracts as our contracts generally have a duration of one year or less.

Cash and Cash Equivalents & Check Outstanding

Cash and Cash Equivalents & Checks Outstanding

Cash and cash equivalents consist of cash on hand and all highly liquid investments with an original maturity date of three months or less. Also included in cash and cash equivalents are proceeds due from credit card transactions that generally settle within two business days. We maintain cash at financial institutions in excess of federally insured limits. Further, we maintain various banking relationships with different financial institutions.  Accordingly, when there is a negative net book cash balance resulting from outstanding checks that had not yet been paid by any single financial institution, they are reflected in accounts payable on the accompanying consolidated balance sheets.

Accounts Receivable

Accounts Receivable

We extend credit to qualified professional homebuilders and contractors, in many cases on a non-collateralized basis. Accounts receivable potentially expose us to concentrations of credit risk. Because our customers are dispersed among our various markets, our credit risk to any one customer or geographic economy is not significant. Other receivables consist primarily of vendor rebates receivable.

Our customer mix is a balance of large national homebuilders, regional homebuilders, local and custom homebuilders and repair and remodeling contractors as well as multi-family builders. For the year ended December 31, 2019, our top 10 customers accounted for approximately 15.3% of our net sales, and no single customer accounted for more than 5% of net sales.

The allowance for doubtful accounts is based on management’s assessment of the amount which may become uncollectible in the future and is estimated using specific review of problem accounts, overall portfolio quality, current economic conditions that may affect the customer’s ability to pay, and historical experience. Accounts receivable are written off when deemed uncollectible.  

We also establish reserves for credit memos and customer returns. The reserve balance was $7.6 million and $6.9 million at December 31, 2019 and 2018, respectively. The activity in this reserve was not significant for each year presented.

Accounts receivable consisted of the following at December 31:

 

 

  

2019

 

  

2018

 

 

  

(In thousands)

 

Accounts Receivable 

  

$

628,438

 

 

$

667,224

  

Less: allowances for returns and doubtful accounts 

  

 

13,492

 

 

 

13,054

  

Accounts receivable, net 

  

$

614,946

 

  

$

654,170

  

 

The following table shows the changes in our allowance for doubtful accounts:

 

 

  

2019

 

 

2018

 

 

2017

 

 

  

(In thousands)

 

Balance at January 1, 

  

$

6,195

  

 

$

4,973

  

 

$

5,922

  

Additions

  

 

5,811

  

 

 

5,284

  

 

 

197

  

Deductions (write-offs, net of recoveries) 

  

 

(6,070

 

 

(4,062

 

 

(1,146

Balance at December 31, 

 

$

5,936

 

 

$

6,195

 

 

$

4,973

 

 

  

 

 

  

 

 

 

  

 

 

 

  

 

Inventories

Inventories

Inventories consist principally of materials purchased for resale, including lumber, lumber sheet goods, windows, doors and millwork, as well as certain manufactured products and are stated at the lower of cost and net realizable value. Cost is determined using the weighted average method, the use of which approximates the first-in, first-out method. We accrue for shrink based on the actual historical shrink results of our most recent physical inventories adjusted, if necessary, for current economic conditions. These estimates are compared with actual results as physical inventory counts are taken and reconciled to the general ledger.

During the year, we monitor our inventory levels by market and record provisions for excess inventories based on slower moving inventory. We define potential excess inventory as the amount of inventory on hand in excess of the historical usage, excluding special order items purchased in the last six months. We then apply our judgment as to forecasted demand and other factors, including liquidation value, to determine the required adjustments to net realizable value. Our inventories are generally not susceptible to technological obsolescence.

Our arrangements with vendors provide for rebates of a specified amount of consideration, payable when certain measures, generally related to a stipulated level of purchases, have been achieved. We account for estimated rebates as a reduction of the prices of the vendor’s inventory until the product is sold, at which time such rebates reduce cost of sales in the accompanying consolidated statement of operations and comprehensive income. Throughout the year we estimate the amount of the rebates based upon the expected level of purchases. We continually evaluate and revise these estimates as necessary based on actual purchase levels.

We source products from a large number of suppliers. No materials purchased from any single supplier represented more than 8% of our total materials purchased in 2019.

Shipping and Handling Costs

Shipping and Handling Costs

Handling costs incurred in manufacturing activities are included in cost of sales. All other shipping and handling costs are included in selling, general and administrative expenses in the accompanying consolidated statement of operations and comprehensive income and totaled $332.5 million, $322.9 million and $296.2 million in 2019, 2018 and 2017, respectively.

Income Taxes

Income Taxes

We account for income taxes utilizing the liability method described in the Income Taxes topic of the FASB Accounting Standards Codification (“Codification”). Deferred income taxes are recorded to reflect consequences on future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which differences are expected to affect taxable earnings. We record a valuation allowance to reduce deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Warranty Expense

Warranty Expense

We have warranty obligations with respect to most manufactured products; however, the liability for the warranty obligations is not significant as a result of third-party inspection and acceptance processes.

Debt Issuance Costs and Debt Discount/Premium

Debt Issuance Costs and Debt Discount/Premium

Loan costs are capitalized upon the issuance of long-term debt and amortized over the life of the related debt. Debt issuance costs associated with term debt are presented as a reduction to long-term debt. Debt issuance costs associated with revolving debt arrangements are presented as a component of other assets. Debt issuance costs incurred in connection with revolving debt arrangements are amortized using the straight-line method. Debt issuance costs incurred in connection with term debt are amortized using the effective interest method. Debt discounts and premiums are amortized over the life of the related debt using the effective interest method. Amortization of debt issuance costs, discounts and premiums are included in interest expense. Upon changes to our debt structure, we evaluate debt issuance costs, discounts and premiums in accordance with the Debt topic of the Codification. We adjust debt issuance costs, discounts and premiums as necessary based on the results of this evaluation, as discussed in Note 9.

Property, Plant and Equipment

Property, Plant and Equipment

Property, plant and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets. The estimated lives of the various classes of assets are as follows:

 

 

 

Buildings and improvements

  

10 to 40 years

 

 

Machinery and equipment

  

3 to 10 years

 

 

Furniture and fixtures

  

3 to 5 years

 

 

Leasehold improvements

  

The shorter of the estimated useful life or the remaining lease term

 

Major additions and improvements are capitalized, while maintenance and repairs that do not extend the useful life of the property are charged to expense as incurred. Gains or losses from dispositions of property, plant and equipment are recorded in the period incurred. We also capitalize certain costs of computer software developed or obtained for internal use, including interest, provided that those costs are not research and development, and certain other criteria are met. Internal use computer software costs are included in machinery and equipment and generally depreciated using the straight-line method over the estimated useful lives of the assets, generally three years.

We periodically evaluate the commercial and strategic operation of the land, related buildings and improvements of our facilities. In connection with these evaluations, some facilities may be consolidated, and others may be sold or leased. Nonoperating assets primarily related to land and building real estate assets associated with location closures that are actively being marketed for sale within a year are classified as assets held for sale and recorded at fair value, usually the quoted market price obtained from an independent third-party less the cost to sell. Until the assets are sold, an estimate of the fair value is reassessed at each reporting period.  Net gains or losses related to the sale of real estate and equipment or impairment adjustments related to assets held for sale are recorded as selling, general and administrative expenses in the accompanying consolidated statement of operations and comprehensive income.

Leases

Leases

We lease certain land, buildings, rolling stock and other types of equipment for use in our operations. These leases typically have initial terms ranging from one to 15 years. Many of our leases contain renewal options which are exercisable at our discretion. These renewal options generally have terms ranging from one to five years. We also lease certain properties from related parties, including current employees and non-affiliate stockholders.

We determine if an arrangement is a lease at the inception of the arrangement. Lease liabilities are recognized based on the present value of lease payments over the lease term at the arrangement’s commencement date. Right-of-use assets are recognized based on the amount of the measurement of the lease liability adjusted for any lease payments made to the lessor at or before the commencement date, minus any lease incentives received and any initial direct costs incurred. Renewal options are included in the calculation of our right-of-use assets and lease liabilities when it is determined that they are reasonably certain of exercise based on an analysis of the relevant facts and circumstances.  As the implicit rate of return of our lease agreements is usually not readily determinable, we generally use our incremental borrowing rate in determining the present value of lease payments. We determine our incremental borrowing rate based on information available to us at the lease commencement date. Certain of our lease arrangements contain lease and non-lease components. We have elected to account for non-lease components as a part of the related lease components for all of our leases. Leases with an initial term of 12 months or less are not recognized on our balance sheet. We recognize the expense for these leases on a straight-line basis over the lease term.

Certain of our leases are subject to variable lease payments based on various measures, such as rent escalations determined by percentage changes in the consumer price index. As these types of variable lease payments are determined on a basis other than an index or a rate, they are generally excluded from the calculation of lease liabilities and right-of-use assets and are expensed as incurred.

In addition, we have residual value guarantees on certain equipment leases. Under these leases, we have the option of (a) purchasing the equipment at the end of the lease term, (b) arranging for the sale of the equipment to a third party, or (c) returning the equipment to the lessor to sell the equipment. If the sales proceeds in any case are less than the residual value, we are required to reimburse the lessor for the deficiency up to a specified level as stated in each lease agreement. If the sales proceeds exceed the residual value, we are entitled to all of such excess amounts.

Long-Lived Assets

Long-Lived Assets

We evaluate our long-lived assets, other than goodwill, for impairment when events or changes in circumstances indicate, in our judgment, that the carrying value of such assets may not be recoverable. The determination of whether or not impairment exists is based on our estimate of undiscounted future cash flows before interest attributable to the assets as compared to the net carrying value of the assets. If impairment is indicated, the amount of the impairment recognized is determined by estimating the fair value of the assets based on estimated discounted future cash flows and recording a provision for loss if the carrying value is greater than estimated fair value. The net carrying value of assets identified to be disposed of in the future is compared to their estimated fair value, usually the quoted market price obtained from an independent third-party less the cost to sell, to determine if impairment exists. Until the assets are disposed of, an estimate of the fair value is reassessed when related events or circumstances change.

Insurance

Insurance

We have established insurance programs to cover certain insurable risks consisting primarily of physical loss to property, business interruptions resulting from such loss, workers’ compensation, employee healthcare, and comprehensive general and auto liability. Third party insurance coverage is obtained for exposures above predetermined deductibles as well as for those risks required to be insured by law or contract.  On a quarterly basis, we engage an external actuarial professional to independently assess and estimate the total liability outstanding. Provisions for losses are developed from these valuations which rely upon our past claims experience, which considers both the frequency and settlement of claims. We discount our workers’ compensation liability based upon estimated future payment streams at our risk-free rate.  Our total insurance reserve balances were $87.0 million and $84.7 million as of December 31, 2019 and 2018, respectively. Of these balances $49.0 million and $49.4 million were recorded as other long-term liabilities as of December 31, 2019 and 2018, respectively. Included in these reserve balances as of December 31, 2019 and 2018, were approximately $8.6 million and $9.1 million, respectively, of claims that exceeded stop-loss limits and are expected to be recovered under insurance policies which are also recorded as other receivables and other assets in the accompanying consolidated balance sheet.

Net Income per Common Share

Net Income per Common Share

Net income per common share, or earnings per share (“EPS”), is calculated in accordance with the Earnings per Share topic of the Codification which requires the presentation of basic and diluted EPS. Basic EPS is computed using the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of potential common shares.

The table below presents the calculation of basic and diluted EPS for the years ended December 31:

 

 

2019

 

 

2018

 

 

2017

 

 

 

(In thousands, except per share amounts)

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

Net income

$

221,809

 

 

$

205,191

 

 

$

38,781

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding, basic

 

115,713

 

 

 

114,586

 

 

 

112,587

 

Dilutive effect of options and RSUs

 

1,312

 

 

 

1,968

 

 

 

3,010

 

Weighted average shares outstanding, diluted

 

117,025

 

 

 

116,554

 

 

 

115,597

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

Basic

$

1.92

 

 

$

1.79

 

 

$

0.34

 

Diluted

$

1.90

 

 

$

1.76

 

 

$

0.34

 

 

 

 

 

 

 

 

 

 

 

 

 

Antidilutive and contingent options and RSUs excluded

   from diluted EPS

 

402

 

 

 

682

 

 

 

215

 

 

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

Intangibles subject to amortization

We recognize an acquired intangible asset apart from goodwill whenever the intangible asset arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented, or exchanged, either individually or in combination with a related contract, asset or liability. Impairment losses are recognized if the carrying value of an intangible asset subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its estimated fair value.

Goodwill

We recognize goodwill as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. Goodwill is tested for impairment on an annual basis and between annual tests whenever impairment is indicated. This annual test takes place as of December 31 each year. Impairment losses are recognized whenever the carrying amount of a reporting unit exceeds its fair value.

Stock-based Compensation

Stock-based Compensation

We have four stock-based employee compensation plans, which are described more fully in Note 11. We issue new common stock shares upon exercises of stock options and vesting of RSUs. We recognize the effect of pre-vesting forfeitures in the period they actually occur.

The fair value of RSU awards which are subject to or contain market conditions is estimated on the date of grant using the Monte Carlo simulation model with the following weighted average assumptions for the year ended December 31:

 

 

  

2019

 

 

2018

 

 

2017

Expected volatility (company)

  

38.3%

 

 

53.9%

 

 

73.7%

Expected volatility (peer group median)

  

33.2%

 

 

28.4%

 

 

33.8%

Correlation between the company and peer group median

 

0.5

 

 

0.39

 

 

0.33

Expected dividend yield

  

0.0%

 

 

0.0%

 

 

0.0%

Risk-free rate

  

2.6%

 

 

2.3%

 

 

1.5%

 

The expected volatilities and correlation are based on the historical daily returns of our common stock and the common stocks of the constituents of the Company’s peer group over the most recent period equal to the measurement period. The expected dividend yield is based on our history of not paying regular dividends in the past and our current intention to not pay regular dividends in the foreseeable future. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant and has a term equal to the measurement period.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions for the year ended December 31:  

 

 

 

 

2017

Expected life

 

 

6.0 years

Expected volatility

 

 

59.2%

Expected dividend yield

 

 

0.0%

Risk-free rate

 

 

2.2%

 

The expected life represents the period of time the options are expected to be outstanding. Historically, we used the simplified method for determining the expected life assumption due to limited historical exercise experience on our stock options. The expected volatility is based on the historical volatility of our common stock over the most recent period equal to the expected life of the option. The expected dividend yield is based on our history of not paying regular dividends in the past and our current intention to not pay regular dividends in the foreseeable future. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant and has a term equal to the expected life of the options. We did not grant any options during the years ended December 31, 2019 or 2018.

Fair Value

Fair Value

The Fair Value Measurements and Disclosures topic of the Codification provides a framework for measuring the fair value of assets and liabilities and establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair value hierarchy can be summarized as follows:

Level 1 — unadjusted quoted prices for identical assets or liabilities in active markets accessible by us

Level 2 — inputs that are observable in the marketplace other than those inputs classified as Level 1

Level 3 — inputs that are unobservable in the marketplace and significant to the valuation

If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation.

As of December 31, 2019 and 2018 the Company does not have any financial instruments which are measured at fair value on a recurring basis. We have elected to report the value of our 5.625% senior secured notes due 2024 (“2024 notes”), 6.75% senior secured notes due 2027 (“2027 notes”), $52.0 million senior secured term loan facility due 2024 (“2024 term loan”) and $900.0 million revolving credit facility (“2023 facility”) at amortized cost. The fair values of the 2024 notes, 2027 notes and the 2024 term loan at December 31, 2019 were approximately $525.1 million, $522.5 million and $52.2 million, respectively, and were determined using Level 2 inputs based on market prices. The carrying value of the 2023 facility at December 31, 2019 approximates fair value as the rates are comparable to those at which we could currently borrow under similar terms, are variable and incorporate a measure of our credit risk. As such, the fair value of the 2023 facility was also classified as Level 2 in the hierarchy.

Supplemental Cash Flow Information

Supplemental Cash Flow Information

Supplemental cash flow information was as follows for the years ended December 31:

 

 

  

2019

 

  

2018

 

  

2017

 

 

  

(In thousands)

 

Cash payments for interest (1)

  

$

100,354

  

  

$

107,668

  

  

$

193,429

  

Cash payments for income taxes

  

 

18,107

  

  

 

3,153

  

  

 

5,643

  

 

(1)

Includes $2.3 million, $0.1 million and $48.7 million in payments of debt extinguishment costs which are classified as financing outflows in the accompanying consolidated statement of cash flows for the years ended December 31 2019, 2018, and 2017, respectively. These payments were recorded to interest expense in the accompanying consolidated statement of operations and comprehensive income for their respective years.  

Comprehensive Income

Comprehensive Income

Comprehensive income is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. It consists of net income and other gains and losses affecting stockholders’ equity that, under GAAP, are excluded from net income. We had no items of other comprehensive income for the years ended December 31, 2019, 2018, and 2017.  

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In December 2019, the FASB issued an update to existing guidance under the Incomes Taxes topic of the Codification. This updated guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles in the Income Taxes topic. This guidance is effective for public companies annual and interim periods beginning after December 15, 2020 with early adoption permitted. We are currently evaluating the impact of this update on our consolidated financial statements.

In June 2016, the FASB issued an update to existing guidance under the Investments topic of the Codification. This update introduces a new impairment model for financial assets, known as the current expected credit losses (“CECL”) model that is based on expected losses rather than incurred losses. The CECL model requires an entity to estimate credit losses on financial assets, including trade accounts receivable, based on historical information, current information and reasonable and supportable forecasts. Under this guidance companies will record an allowance through earnings for expected credit losses upon initial recognition of the financial asset. The aspects of this guidance applicable to us will be required to be adopted on a modified retrospective basis. This update is effective for public companies for annual and interim periods beginning after December 15, 2019. As such, this guidance will be effective for us on January 1, 2020. The adoption of this guidance will not have a material impact on our consolidated financial statements.

In February 2016, the FASB issued an update to the existing guidance under the Leases topic of the Codification. Under the new guidance, lessees are now required to recognize the following for all leases, with the exception of short-term leases, at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

We adopted this guidance on January 1, 2019 by applying the provisions of this guidance on a modified retrospective basis as of the effective date. As such, comparative periods have not been restated and the disclosures required under the new standard have not been provided for periods prior to January 1, 2019. We elected the package of practical expedients whereby we were not required to: i) reassess whether any expired or existing contracts are or contain leases, ii) reassess the lease classification of existing leases and iii) reassess initial direct costs for any existing leases. We did not elect the hindsight practical expedient or the practical expedient related to land easements. We have assessed and updated our business processes, systems and controls to ensure compliance with the recognition and disclosure requirements of the new standard.

Adoption of the new standard resulted in the recording of right-of-use assets and lease liabilities of $269.7 million and $267.5 million, respectively, as of January 1, 2019 to recognize operating leases, primarily related to real estate and rolling stock, which were not recognized on our balance sheet under previous guidance. Further, the adoption of this guidance had no impact to our remaining other finance obligations as they continue to fail to meet the sale-leaseback requirements of the new standard. The adoption of this guidance did not have a material impact on our condensed consolidated statement of operations and comprehensive income or on our condensed consolidated statement of cash flows as our leases retained their classifications as determined under previous guidance.


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
12/15/20
Filed on:2/21/20
1/1/20
For Period end:12/31/19SD
12/15/19
1/1/19
12/31/1810-K,  SD
12/31/1710-K,  SD
 List all Filings 


5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/04/21  Builders FirstSource, Inc.        S-8         1/04/21    3:85K                                    Donnelley … Solutions/FA
11/18/20  BMC Stock Holdings, Inc.          DEFM14A    11/18/20    1:3.6M                                   Donnelley … Solutions/FA
11/18/20  Builders FirstSource, Inc.        424B3                  1:2.9M                                   Donnelley … Solutions/FA
11/17/20  Builders FirstSource, Inc.        S-4/A      11/16/20   11:3.9M                                   Donnelley … Solutions/FA
10/08/20  Builders FirstSource, Inc.        S-4        10/07/20    8:3M                                     Donnelley … Solutions/FA
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