|
|
|
|
|
Delaware
|
|
1-36050
|
|
26-4687975
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Exhibit No.
|
|
Description
|
|
|
|
99.1
|
|
Unaudited consolidated financial statements of Building Materials Holding Corporation as of September 30, 2015 and December 31, 2014 and for the three and nine months ended September 30, 2015 and 2014, and the notes related thereto.
|
99.2
|
|
Unaudited pro forma condensed combined financial information of Stock Building Supply Holdings, Inc. and Building Materials Holding Corporation for the year ended December 31, 2014, and as of and for the nine months ended September 30, 2015, and the notes related thereto.
|
|
|
|
BMC STOCK HOLDINGS, INC.
|
||
|
|
|
By
|
|
/s/ James F. Major, Jr.
|
|
|
James F. Major, Jr.
Executive Vice President, Chief Financial Officer and Treasurer
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
99.1
|
|
Unaudited consolidated financial statements of Building Materials Holding Corporation as of September 30, 2015 and December 31, 2014 and for the three and nine months ended September 30, 2015 and 2014, and the notes related thereto.
|
99.2
|
|
Unaudited pro forma condensed combined financial information of Stock Building Supply Holdings, Inc. and Building Materials Holding Corporation for the year ended December 31, 2014, and as of and for the nine months ended September 30, 2015, and the notes related thereto.
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Sales
|
|
|
|
|
|
|
|
|
||||||||
Building products
|
|
$
|
296,956
|
|
|
$
|
254,739
|
|
|
$
|
767,234
|
|
|
$
|
712,541
|
|
Construction services
|
|
119,515
|
|
|
103,575
|
|
|
299,350
|
|
|
287,109
|
|
||||
|
|
416,471
|
|
|
358,314
|
|
|
1,066,584
|
|
|
999,650
|
|
||||
Cost of sales
|
|
|
|
|
|
|
|
|
||||||||
Building products
|
|
222,289
|
|
|
190,749
|
|
|
574,720
|
|
|
538,567
|
|
||||
Construction services
|
|
97,081
|
|
|
85,923
|
|
|
244,248
|
|
|
238,131
|
|
||||
|
|
319,370
|
|
|
276,672
|
|
|
818,968
|
|
|
776,698
|
|
||||
Gross profit
|
|
97,101
|
|
|
81,642
|
|
|
247,616
|
|
|
222,952
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
|
76,436
|
|
|
59,519
|
|
|
206,800
|
|
|
172,003
|
|
||||
Depreciation expense
|
|
3,549
|
|
|
2,948
|
|
|
10,255
|
|
|
8,387
|
|
||||
Amortization expense
|
|
735
|
|
|
—
|
|
|
999
|
|
|
—
|
|
||||
Merger and integration costs
|
|
998
|
|
|
—
|
|
|
4,040
|
|
|
—
|
|
||||
Impairment of assets
|
|
82
|
|
|
—
|
|
|
82
|
|
|
134
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income from operations
|
|
15,301
|
|
|
19,175
|
|
|
25,440
|
|
|
42,428
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
(7,038
|
)
|
|
(6,839
|
)
|
|
(20,498
|
)
|
|
(20,195
|
)
|
||||
Other (loss) income
|
|
(48
|
)
|
|
131
|
|
|
968
|
|
|
1,040
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
|
8,215
|
|
|
12,467
|
|
|
5,910
|
|
|
23,273
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income tax (expense) benefit
|
|
(4,168
|
)
|
|
(4,935
|
)
|
|
(3,299
|
)
|
|
66,809
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
4,047
|
|
|
$
|
7,532
|
|
|
$
|
2,611
|
|
|
$
|
90,082
|
|
|
|
September 30,
2015
|
|
December 31,
2014
|
||||
Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
3,492
|
|
|
$
|
63,262
|
|
Restricted cash
|
|
15,097
|
|
|
36,106
|
|
||
Receivables, net of allowances of $3,540 and $2,020
|
|
204,292
|
|
|
133,800
|
|
||
Inventory
|
|
130,911
|
|
|
104,538
|
|
||
Unbilled receivables
|
|
13,350
|
|
|
7,623
|
|
||
Income taxes receivable
|
|
8,494
|
|
|
6,010
|
|
||
Deferred income taxes
|
|
7,033
|
|
|
8,729
|
|
||
Prepaid expenses and other current assets
|
|
8,414
|
|
|
6,756
|
|
||
Current assets
|
|
391,083
|
|
|
366,824
|
|
||
|
|
|
|
|
||||
Property and equipment, net of accumulated depreciation
|
|
165,963
|
|
|
140,435
|
|
||
Deferred financing costs
|
|
7,334
|
|
|
8,243
|
|
||
Deferred income taxes
|
|
54,781
|
|
|
61,763
|
|
||
Other intangibles, net of accumulated amortization
|
|
51,151
|
|
|
—
|
|
||
Goodwill
|
|
53,934
|
|
|
1,137
|
|
||
Other long-term assets
|
|
15,752
|
|
|
10,110
|
|
||
Total assets
|
|
$
|
739,998
|
|
|
$
|
588,512
|
|
|
|
|
|
|
||||
Liabilities and Shareholders' Equity
|
|
|
|
|
||||
Accounts payable
|
|
$
|
74,371
|
|
|
$
|
49,108
|
|
Accrued compensation
|
|
28,812
|
|
|
19,780
|
|
||
Billings in excess of costs and estimated earnings
|
|
10,879
|
|
|
7,470
|
|
||
Interest payable
|
|
978
|
|
|
6,713
|
|
||
Current portion:
|
|
|
|
|
||||
Long-term debt and obligations under equipment leases
|
|
7,417
|
|
|
7,546
|
|
||
Insurance deductible reserves
|
|
15,727
|
|
|
14,320
|
|
||
Other accrued liabilities
|
|
27,517
|
|
|
17,576
|
|
||
Current liabilities
|
|
165,701
|
|
|
122,513
|
|
||
|
|
|
|
|
||||
Insurance deductible reserves
|
|
26,199
|
|
|
24,337
|
|
||
Long-term debt
|
|
358,881
|
|
|
255,288
|
|
||
Obligations under equipment leases
|
|
5,074
|
|
|
7,274
|
|
||
Other long-term liabilities
|
|
394
|
|
|
22
|
|
||
|
|
|
|
|
||||
Commitments and contingent liabilities
|
|
|
|
|
||||
|
|
|
|
|
||||
Shareholders' Equity
|
|
|
|
|
||||
Common shares, $0.001 par value: 200 million authorized, 75.6 and 75.4 million issued and 74.8 and 74.5 million outstanding
|
|
76
|
|
|
75
|
|
||
Treasury shares
|
|
(3,234
|
)
|
|
(2,653
|
)
|
||
Additional paid-in capital
|
|
177,163
|
|
|
174,523
|
|
||
Retained earnings
|
|
9,744
|
|
|
7,133
|
|
||
Shareholders' equity
|
|
183,749
|
|
|
179,078
|
|
||
Total liabilities and shareholders' equity
|
|
$
|
739,998
|
|
|
$
|
588,512
|
|
|
|
Nine Months Ended
September 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Operating activities
|
|
|
|
|
||||
Net income
|
|
$
|
2,611
|
|
|
$
|
90,082
|
|
Items in net income not providing (using) cash:
|
|
|
|
|
||||
Depreciation and amortization
|
|
14,835
|
|
|
11,297
|
|
||
Deferred financing cost amortization
|
|
1,796
|
|
|
1,708
|
|
||
Original issue discount amortization
|
|
183
|
|
|
195
|
|
||
Gain on sale of assets, net
|
|
(520
|
)
|
|
(603
|
)
|
||
Impairment of assets
|
|
82
|
|
|
134
|
|
||
Share-based compensation
|
|
2,470
|
|
|
2,600
|
|
||
Deferred income taxes
|
|
3,799
|
|
|
(76,247
|
)
|
||
Changes in working capital, net of effects of acquisitions
|
|
(30,548
|
)
|
|
(24,590
|
)
|
||
Long-term insurance deductible reserves
|
|
1,862
|
|
|
1,376
|
|
||
Other long-term assets and liabilities
|
|
(5,639
|
)
|
|
(74
|
)
|
||
Cash flows (used) provided by operating activities
|
|
(9,069
|
)
|
|
5,878
|
|
||
|
|
|
|
|
||||
Investing activities
|
|
|
|
|
||||
Decrease in restricted cash
|
|
21,009
|
|
|
10,332
|
|
||
Purchases of property and equipment
|
|
(20,752
|
)
|
|
(20,176
|
)
|
||
Acquisition of businesses, net of cash acquired
|
|
(149,661
|
)
|
|
—
|
|
||
Proceeds from dispositions of property and equipment
|
|
2,439
|
|
|
1,657
|
|
||
Other, net
|
|
239
|
|
|
(19
|
)
|
||
Cash flows used by investing activities
|
|
(146,726
|
)
|
|
(8,206
|
)
|
||
|
|
|
|
|
||||
Financing activities
|
|
|
|
|
||||
Borrowings under Revolver
|
|
120,500
|
|
|
—
|
|
||
Repayments under Revolver
|
|
(15,000
|
)
|
|
—
|
|
||
Payments on obligations under equipment leases
|
|
(3,140
|
)
|
|
(2,734
|
)
|
||
Borrowings under other notes
|
|
2,491
|
|
|
7,923
|
|
||
Principal payments on other notes
|
|
(4,679
|
)
|
|
(4,705
|
)
|
||
Deferred financing costs
|
|
(887
|
)
|
|
(10
|
)
|
||
(Decrease) increase in book overdrafts
|
|
(2,850
|
)
|
|
121
|
|
||
Purchase of treasury shares
|
|
(775
|
)
|
|
(1,164
|
)
|
||
Tax benefit for restricted shares
|
|
365
|
|
|
810
|
|
||
Cash flows provided by financing activities
|
|
96,025
|
|
|
241
|
|
||
|
|
|
|
|
||||
Decrease in cash and cash equivalents
|
|
(59,770
|
)
|
|
(2,087
|
)
|
||
|
|
|
|
|
||||
Cash and cash equivalents, beginning of period
|
|
63,262
|
|
|
49,216
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
3,492
|
|
|
$
|
47,129
|
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
24,193
|
|
|
$
|
23,806
|
|
Cash paid for income taxes, net of refunds
|
|
$
|
1,589
|
|
|
$
|
9,064
|
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing
|
|
|
|
|
||||
Purchases of property and equipment under equipment leases
|
|
$
|
909
|
|
|
$
|
2,569
|
|
Cash
|
|
$
|
2,344
|
|
Receivables
|
|
19,594
|
|
|
Inventory
|
|
10,665
|
|
|
Deferred income taxes
|
|
217
|
|
|
Prepaid and other current assets
|
|
917
|
|
|
Current assets
|
|
$
|
33,737
|
|
|
|
|
||
Property and equipment, net
|
|
11,668
|
|
|
Other intangibles
|
|
12,450
|
|
|
Goodwill
|
|
7,837
|
|
|
Other long-term assets
|
|
59
|
|
|
Total assets
|
|
$
|
65,751
|
|
|
|
|
||
Accounts payable and other accrued liabilities
|
|
11,353
|
|
|
Current liabilities
|
|
$
|
11,353
|
|
|
|
|
||
Deferred income taxes
|
|
5,096
|
|
|
Total liabilities
|
|
$
|
16,449
|
|
•
|
Intangible customer relationships and trade names
|
•
|
Deferred income tax assets and liabilities
|
•
|
Working capital adjustments
|
Receivables
|
|
$
|
8,913
|
|
Inventory
|
|
6,702
|
|
|
Prepaid and other current assets
|
|
122
|
|
|
Current assets
|
|
$
|
15,737
|
|
|
|
|
||
Property and equipment, net
|
|
5,524
|
|
|
Other intangibles
|
|
39,700
|
|
|
Goodwill
|
|
44,960
|
|
|
Total assets
|
|
$
|
105,921
|
|
|
|
|
||
Accounts payable and other accrued liabilities
|
|
3,218
|
|
|
Total liabilities
|
|
$
|
3,218
|
|
•
|
Intangible customer relationships and non-compete agreements
|
•
|
Working capital adjustments
|
|
|
|
|
|
|
Effective Interest Rate
|
||||||||||
|
|
|
|
|
|
2015
|
|
2014
|
||||||||
|
|
September 30,
2015
|
|
December 31,
2014
|
|
Avg.
|
|
As of
September 30
|
|
Avg.
|
|
As of
December 31
|
||||
Revolving credit agreement
|
|
$
|
105,500
|
|
|
$
|
—
|
|
|
2.1%
|
|
2.2%
|
|
n/a
|
|
n/a
|
Senior secured notes
|
|
250,000
|
|
|
250,000
|
|
|
9.2%
|
|
9.1%
|
|
9.0%
|
|
9.1%
|
||
Other
|
|
7,667
|
|
|
9,856
|
|
|
5.5%
|
|
4.8%
|
|
6.4%
|
|
5.7%
|
||
|
|
363,167
|
|
|
259,856
|
|
|
|
|
|
|
|
|
|
||
Unamortized original issue discount
|
|
(725
|
)
|
|
(907
|
)
|
|
|
|
|
|
|
|
|
||
|
|
362,442
|
|
|
258,949
|
|
|
|
|
|
|
|
|
|
||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current portion of long-term debt
|
|
3,561
|
|
|
3,661
|
|
|
|
|
|
|
|
|
|
||
|
|
$
|
358,881
|
|
|
$
|
255,288
|
|
|
|
|
|
|
|
|
|
•
|
$10.8 million deferred loan costs; and
|
◦
|
$1.2 million original issue discount.
|
2015
|
|
$
|
1,401
|
|
2016
|
|
2,778
|
|
|
2017
|
|
1,970
|
|
|
2018
|
|
356,744
|
|
|
2019
|
|
145
|
|
|
Thereafter
|
|
129
|
|
|
|
|
$
|
363,167
|
|
|
|
Total
|
|
Recognized through September 30, 2015
|
|
Remaining
Costs
to be
Recognized
|
||||||
Cash charges
|
|
|
|
|
|
|
||||||
Employee:
|
|
|
|
|
|
|
||||||
Retention
|
|
$
|
5,000
|
|
|
$
|
2,590
|
|
|
$
|
2,410
|
|
Severance
|
|
1,500
|
|
|
670
|
|
|
830
|
|
|||
Recruiting
|
|
1,000
|
|
|
510
|
|
|
490
|
|
|||
Relocation
|
|
2,000
|
|
|
841
|
|
|
1,159
|
|
|||
Professional fees
|
|
500
|
|
|
254
|
|
|
246
|
|
|||
Other
|
|
2,000
|
|
|
—
|
|
|
2,000
|
|
|||
|
|
$
|
12,000
|
|
|
$
|
4,865
|
|
|
$
|
7,135
|
|
|
|
2015
|
||||||||||||||
|
|
Accrued Charges at December 31, 2014
|
|
Charges
|
|
Payments
|
|
Accrued Charges at September 30, 2015
|
||||||||
Cash charges
|
|
|
|
|
|
|
|
|
||||||||
Employee:
|
|
|
|
|
|
|
|
|
||||||||
Retention
|
|
$
|
1,253
|
|
|
$
|
1,337
|
|
|
$
|
(431
|
)
|
|
$
|
2,159
|
|
Severance
|
|
212
|
|
|
413
|
|
|
(215
|
)
|
|
410
|
|
||||
Recruiting
|
|
25
|
|
|
215
|
|
|
(240
|
)
|
|
—
|
|
||||
Relocation
|
|
—
|
|
|
841
|
|
|
(841
|
)
|
|
—
|
|
||||
Professional fees
|
|
—
|
|
|
5
|
|
|
(5
|
)
|
|
—
|
|
||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
1,490
|
|
|
$
|
2,811
|
|
|
$
|
(1,732
|
)
|
|
$
|
2,569
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
|
|
|
|
Effective
Rate
|
|
|
|
Effective
Rate
|
|
|
|
Effective
Rate
|
|
|
|
Effective
Rate
|
||||||||
Income tax (expense) benefit
|
|
$
|
(4,168
|
)
|
|
(50.7)%
|
|
$
|
(4,935
|
)
|
|
(39.6)%
|
|
$
|
(3,299
|
)
|
|
(55.8)%
|
|
$
|
66,809
|
|
|
287.1%
|
|
|
Nine Months Ended
September 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Changes in working capital, net:
|
|
|
|
|
||||
Receivables, net
|
|
$
|
(41,985
|
)
|
|
$
|
(20,711
|
)
|
Inventory
|
|
(9,006
|
)
|
|
(13,289
|
)
|
||
Unbilled receivables
|
|
(5,727
|
)
|
|
(3,431
|
)
|
||
Income tax receivable
|
|
(2,484
|
)
|
|
—
|
|
||
Prepaid expenses and other current assets
|
|
(619
|
)
|
|
(5,477
|
)
|
||
Accounts payable
|
|
18,085
|
|
|
11,809
|
|
||
Accrued compensation
|
|
5,284
|
|
|
3,670
|
|
||
Billings in excess of costs and estimated earnings
|
|
3,409
|
|
|
4,141
|
|
||
Interest payable
|
|
(5,735
|
)
|
|
(5,515
|
)
|
||
Current portion insurance deductible reserves
|
|
1,407
|
|
|
1,789
|
|
||
Other accrued liabilities
|
|
6,823
|
|
|
2,424
|
|
||
|
|
$
|
(30,548
|
)
|
|
$
|
(24,590
|
)
|
(in thousands)
|
BMC Historical
|
|
SBS Historical
|
|
Pro Forma Adjustments
|
|
Pro Forma Combined
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
3,492
|
|
|
$
|
5,382
|
|
|
$
|
—
|
|
|
$
|
8,874
|
|
Restricted assets
|
15,097
|
|
|
523
|
|
|
—
|
|
|
15,620
|
|
||||
Receivables, net
|
204,292
|
|
|
138,405
|
|
|
—
|
|
|
342,697
|
|
||||
Inventories, net
|
130,911
|
|
|
108,726
|
|
|
11,742
|
|
7(a)
|
251,379
|
|
||||
Unbilled receivables
|
13,350
|
|
|
10,501
|
|
|
—
|
|
|
23,851
|
|
||||
Income taxes receivable
|
8,494
|
|
|
—
|
|
|
3,675
|
|
7(b)
|
9,209
|
|
||||
|
|
|
|
|
(4,640
|
)
|
7(c)
|
|
|||||||
|
|
|
|
|
1,680
|
|
7(h)
|
|
|||||||
Deferred income taxes
|
7,033
|
|
|
2,063
|
|
|
(3,935
|
)
|
7(d)
|
5,161
|
|
||||
Prepaid expenses and other current assets
|
8,414
|
|
|
13,858
|
|
|
—
|
|
|
22,272
|
|
||||
Total current assets
|
391,083
|
|
|
279,458
|
|
|
8,522
|
|
|
679,063
|
|
||||
Property and equipment, net of accumulated depreciation
|
165,963
|
|
|
88,295
|
|
|
29,154
|
|
7(a)
|
283,412
|
|
||||
Deferred financing costs
|
7,334
|
|
|
1,020
|
|
|
(1,020
|
)
|
7(a)
|
7,334
|
|
||||
Deferred income taxes
|
54,781
|
|
|
—
|
|
|
(54,781
|
)
|
7(c)
|
—
|
|
||||
Intangible assets, net of accumulated amortization
|
51,151
|
|
|
20,780
|
|
|
185,010
|
|
7(a)
|
256,941
|
|
||||
Goodwill
|
53,934
|
|
|
7,186
|
|
|
158,213
|
|
7(a)
|
219,333
|
|
||||
Other long-term assets
|
15,752
|
|
|
1,193
|
|
|
—
|
|
|
16,945
|
|
||||
Total assets
|
$
|
739,998
|
|
|
$
|
397,932
|
|
|
$
|
325,098
|
|
|
$
|
1,463,028
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
$
|
74,371
|
|
|
$
|
83,376
|
|
|
$
|
—
|
|
|
$
|
157,747
|
|
Accrued compensation
|
28,812
|
|
|
18,825
|
|
|
—
|
|
|
47,637
|
|
||||
Billings in excess of costs and estimated earnings
|
10,879
|
|
|
1,064
|
|
|
—
|
|
|
11,943
|
|
||||
Interest payable
|
978
|
|
|
170
|
|
|
—
|
|
|
1,148
|
|
||||
Current portion of long-term debt and obligations under capital leases
|
7,417
|
|
|
3,306
|
|
|
—
|
|
|
10,723
|
|
||||
Current portion of insurance deductible reserves
|
15,727
|
|
|
1,183
|
|
|
—
|
|
|
16,910
|
|
||||
Income taxes payable
|
—
|
|
|
4,640
|
|
|
(4,640
|
)
|
7(c)
|
—
|
|
||||
Other accrued liabilities
|
27,517
|
|
|
20,870
|
|
|
(519
|
)
|
7(a)
|
65,493
|
|
||||
|
|
|
|
|
15,000
|
|
7(b)
|
|
|||||||
|
|
|
|
|
2,625
|
|
7(h)
|
|
|||||||
Total current liabilities
|
165,701
|
|
|
133,434
|
|
|
12,466
|
|
|
311,601
|
|
||||
Insurance deductible reserves
|
26,199
|
|
|
6,664
|
|
|
—
|
|
|
32,863
|
|
||||
Long-term debt
|
358,881
|
|
|
76,464
|
|
|
—
|
|
|
435,345
|
|
||||
Obligations under capital leases
|
5,074
|
|
|
12,217
|
|
|
—
|
|
|
17,291
|
|
||||
Deferred income taxes
|
—
|
|
|
13,079
|
|
|
(54,781
|
)
|
7(c)
|
34,023
|
|
||||
|
|
|
|
|
75,725
|
|
7(d)
|
|
|||||||
Other long-term liabilities
|
394
|
|
|
2,786
|
|
|
(2,190
|
)
|
7(a)
|
3,165
|
|
||||
|
|
|
|
|
2,175
|
|
7(h)
|
|
|||||||
Total liabilities
|
556,249
|
|
|
244,644
|
|
|
33,395
|
|
|
834,288
|
|
||||
Stockholders' equity:
|
|
|
|
|
|
|
|
||||||||
Preferred stock, $0.01 par value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Common stock, $0.01 par value
|
76
|
|
|
262
|
|
|
(262
|
)
|
7(e)
|
654
|
|
||||
|
|
|
|
|
578
|
|
7(f)
|
|
|||||||
Treasury stock
|
(3,234
|
)
|
|
(182
|
)
|
|
182
|
|
7(e)
|
—
|
|
||||
|
|
|
|
|
3,234
|
|
7(g)
|
|
|||||||
Additional paid-in capital
|
177,163
|
|
|
149,479
|
|
|
(149,479
|
)
|
7(e)
|
626,747
|
|
||||
|
|
|
|
|
453,396
|
|
7(a)
|
|
|||||||
|
|
|
|
|
(578
|
)
|
7(f)
|
|
|||||||
|
|
|
|
|
(3,234
|
)
|
7(g)
|
|
|||||||
Retained earnings (deficit)
|
9,744
|
|
|
3,729
|
|
|
(3,729
|
)
|
7(e)
|
1,339
|
|
||||
|
|
|
|
|
(5,285
|
)
|
7(b)
|
|
|||||||
|
|
|
|
|
(3,120
|
)
|
7(h)
|
|
|||||||
Total stockholders' equity
|
183,749
|
|
|
153,288
|
|
|
291,703
|
|
|
628,740
|
|
||||
Total liabilities and stockholders' equity
|
$
|
739,998
|
|
|
$
|
397,932
|
|
|
$
|
325,098
|
|
|
$
|
1,463,028
|
|
(in thousands, except per share amounts)
|
BMC Historical
|
|
SBS Historical
|
|
Pro Forma Adjustments
|
|
Pro Forma Combined
|
||||||||
Sales:
|
|
|
|
|
|
|
|
||||||||
Building products
|
$
|
937,048
|
|
|
$
|
1,068,760
|
|
|
$
|
—
|
|
|
$
|
2,005,808
|
|
Construction services
|
374,450
|
|
|
226,956
|
|
|
—
|
|
|
601,406
|
|
||||
|
1,311,498
|
|
|
1,295,716
|
|
|
—
|
|
|
2,607,214
|
|
||||
Cost of sales:
|
|
|
|
|
|
|
—
|
|
|||||||
Building products
|
705,812
|
|
|
806,177
|
|
|
282
|
|
8(a)
|
1,524,013
|
|
||||
|
|
|
|
|
11,742
|
|
8(b)
|
|
|||||||
Construction services
|
310,612
|
|
|
181,885
|
|
|
—
|
|
|
492,497
|
|
||||
|
1,016,424
|
|
|
988,062
|
|
|
12,024
|
|
|
2,016,510
|
|
||||
Gross profit
|
295,074
|
|
|
307,654
|
|
|
(12,024
|
)
|
|
590,704
|
|
||||
Selling, general and administrative expenses
|
229,450
|
|
|
279,838
|
|
|
998
|
|
8(a)
|
510,622
|
|
||||
|
|
|
|
|
336
|
|
8(c)
|
|
|||||||
Depreciation expense
|
11,492
|
|
|
6,731
|
|
|
6,570
|
|
8(a)
|
24,793
|
|
||||
Amortization expense
|
—
|
|
|
2,253
|
|
|
13,814
|
|
8(a)
|
16,067
|
|
||||
Public offering transaction-related costs
|
—
|
|
|
508
|
|
|
—
|
|
|
508
|
|
||||
Income (loss) from operations
|
54,132
|
|
|
18,324
|
|
|
(33,742
|
)
|
|
38,714
|
|
||||
Interest expense
|
(27,090
|
)
|
|
(2,684
|
)
|
|
—
|
|
|
(29,774
|
)
|
||||
Other income, net
|
1,413
|
|
|
787
|
|
|
—
|
|
|
2,200
|
|
||||
Income (loss) from continuing operations before income taxes
|
28,455
|
|
|
16,427
|
|
|
(33,742
|
)
|
|
11,140
|
|
||||
Income tax (benefit) expense
|
(65,577
|
)
|
|
6,340
|
|
|
(11,810
|
)
|
8(d)
|
(71,047
|
)
|
||||
Income (loss) from continuing operations
|
$
|
94,032
|
|
|
$
|
10,087
|
|
|
$
|
(21,932
|
)
|
|
$
|
82,187
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding (basic)
|
|
|
25,764
|
|
|
39,174
|
|
8(e)
|
64,938
|
|
|||||
Weighted average common shares outstanding (diluted)
|
|
|
26,226
|
|
|
39,641
|
|
8(e)
|
65,867
|
|
|||||
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations per common share (basic)
|
|
|
$
|
0.39
|
|
|
|
|
$
|
1.27
|
|
||||
Income from continuing operations per common share (diluted)
|
|
|
$
|
0.39
|
|
|
|
|
$
|
1.25
|
|
(in thousands, except per share amounts)
|
BMC Historical
|
|
SBS Historical
|
|
Pro Forma Adjustments
|
|
Pro Forma Combined
|
||||||||
Sales:
|
|
|
|
|
|
|
|
||||||||
Building products
|
$
|
767,234
|
|
|
$
|
822,266
|
|
|
$
|
—
|
|
|
$
|
1,589,500
|
|
Construction services
|
299,350
|
|
|
183,959
|
|
|
—
|
|
|
483,309
|
|
||||
|
1,066,584
|
|
|
1,006,225
|
|
|
—
|
|
|
2,072,809
|
|
||||
Cost of sales:
|
|
|
|
|
|
|
—
|
|
|||||||
Building products
|
574,720
|
|
|
613,530
|
|
|
(14
|
)
|
8(a)
|
1,188,236
|
|
||||
Construction services
|
244,248
|
|
|
145,824
|
|
|
—
|
|
|
390,072
|
|
||||
|
818,968
|
|
|
759,354
|
|
|
(14
|
)
|
|
1,578,308
|
|
||||
Gross profit
|
247,616
|
|
|
246,871
|
|
|
14
|
|
|
494,501
|
|
||||
Selling, general and administrative expenses
|
206,882
|
|
|
220,249
|
|
|
749
|
|
8(a)
|
428,132
|
|
||||
|
|
|
|
|
252
|
|
8(c)
|
|
|||||||
Depreciation expense
|
10,255
|
|
|
6,811
|
|
|
2,545
|
|
8(a)
|
19,611
|
|
||||
Amortization expense
|
999
|
|
|
1,756
|
|
|
8,195
|
|
8(a)
|
10,950
|
|
||||
Merger-related costs
|
4,040
|
|
|
4,652
|
|
|
(8,692
|
)
|
8(f)
|
—
|
|
||||
Income (loss) from operations
|
25,440
|
|
|
13,403
|
|
|
(3,035
|
)
|
|
35,808
|
|
||||
Interest expense
|
(20,498
|
)
|
|
(2,133
|
)
|
|
—
|
|
|
(22,631
|
)
|
||||
Other income, net
|
968
|
|
|
1,002
|
|
|
—
|
|
|
1,970
|
|
||||
Income (loss) from continuing operations before income taxes
|
5,910
|
|
|
12,272
|
|
|
(3,035
|
)
|
|
15,147
|
|
||||
Income tax (benefit) expense
|
3,299
|
|
|
1,866
|
|
|
(1,062
|
)
|
8(d)
|
4,103
|
|
||||
Income (loss) from continuing operations
|
$
|
2,611
|
|
|
$
|
10,406
|
|
|
$
|
(1,973
|
)
|
|
$
|
11,044
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding (basic)
|
|
|
26,104
|
|
|
39,174
|
|
8(e)
|
65,278
|
|
|||||
Weighted average common shares outstanding (diluted)
|
|
|
26,317
|
|
|
39,464
|
|
8(e)
|
65,781
|
|
|||||
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations per common share (basic)
|
|
|
$
|
0.40
|
|
|
|
|
$
|
0.17
|
|
||||
Income (loss) from continuing operations per common share (diluted)
|
|
|
$
|
0.40
|
|
|
|
|
$
|
0.17
|
|
•
|
The accompanying notes to the unaudited pro forma condensed combined financial statements;
|
•
|
The audited consolidated financial statements of SBS for the year ended December 31, 2014, included in SBS’s Annual Report on Form 10-K filed with the SEC on March 2, 2015 and the unaudited condensed consolidated financial statements of SBS for the nine months ended September 30, 2015, included in SBS’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2015; and
|
•
|
The audited consolidated financial statements of BMC for the year ended December 31, 2014 included in the definitive Joint Proxy and Consent Solicitation Statement/Prospectus filed with the SEC on November 2, 2015, and the unaudited consolidated financial statements of BMC for the nine months ended September 30, 2015 included as Exhibit 99.1 to this Current Report on Form 8-K/A.
|
Number of SBS shares outstanding (1)
|
26,186,111
|
|
|
SBS common stock price per share (2)
|
$
|
16.99
|
|
Deemed (for accounting purposes only) issuance of BMC stock to SBS shareholders
|
444,902
|
|
|
Fair value of SBS equity awards (3)
|
8,494
|
|
|
Total consideration transferred
|
$
|
453,396
|
|
(1)
|
Number of shares of SBS common stock outstanding as of December 1, 2015.
|
(2)
|
Closing price of SBS common stock as of December 1, 2015.
|
(3)
|
Reflects the fair value of outstanding SBS restricted stock units and stock options.
|
Working capital
|
$
|
152,245
|
|
Property and equipment
|
117,449
|
|
|
Intangible assets
|
205,790
|
|
|
Other long-term assets
|
1,193
|
|
|
Long-term debt
|
(76,464
|
)
|
|
Other long-term liabilities
|
(32,556
|
)
|
|
Additional net deferred income tax liability related to fair value adjustments
|
(79,660
|
)
|
|
Identifiable net assets acquired
|
$
|
287,997
|
|
Goodwill
|
165,399
|
|
|
Total net assets acquired
|
$
|
453,396
|
|
(a)
|
Reflects adjustments to record identifiable tangible and intangible assets of SBS at their preliminary estimated fair value. The allocation of purchase price is subject to change as the purchase price is determined, appraisals are completed and more facts become known.
|
Land
|
|
$
|
20,669
|
|
Buildings and improvements
|
|
17,839
|
|
|
Leasehold improvements
|
|
8,012
|
|
|
Furniture, fixtures and equipment
|
|
33,614
|
|
|
Vehicles
|
|
28,903
|
|
|
Construction-in-progress
|
|
8,412
|
|
|
Total estimated preliminary fair value of property, plant and equipment
|
|
117,449
|
|
|
Less: SBS book value of property, plant and equipment
|
|
88,295
|
|
|
Pro forma adjustment to property, plant and equipment
|
|
$
|
29,154
|
|
Customer relationships
|
|
$
|
170,000
|
|
Trademarks
|
|
29,000
|
|
|
Favorable (unfavorable) leases
|
|
3,990
|
|
|
Non-compete agreements
|
|
2,800
|
|
|
Total estimated preliminary fair value of intangible assets
|
|
205,790
|
|
|
Less: SBS book value of intangible assets
|
|
20,780
|
|
|
Pro forma adjustments to intangible assets
|
|
$
|
185,010
|
|
Consideration transferred
|
|
$
|
453,396
|
|
Less: Fair value of identifiable net assets to be acquired
|
|
287,997
|
|
|
Total estimated goodwill
|
|
165,399
|
|
|
Less: SBS book value of goodwill
|
|
7,186
|
|
|
Pro forma adjustment to goodwill
|
|
$
|
158,213
|
|
(b)
|
Reflects estimated transaction related expenses to be incurred subsequent to September 30, 2015 of $
15.0 million
, consisting of $
7.0 million
and $
8.0 million
to be incurred by BMC and SBS, respectively. For pro forma presentation purposes, BMC's remaining expected transaction-related expenses are reflected as a $
7.0 million
increase in other accrued liabilities, a $
1.7 million
increase to current income taxes receivable and a $
5.3 million
reduction of retained earnings. SBS's remaining expected transaction-related expenses are reflected as a $
8.0 million
increase to other accrued liabilities, a $
2.0 million
increase to current income taxes receivable and a $
6.0 million
increase to goodwill.
|
(c)
|
Reflects the netting of the current income taxes receivable/payable and long-term deferred income tax asset/liability positions of BMC and SBS.
|
|
|
Pro Forma Adjustment to Asset Acquired
|
|
Current Deferred Tax Liability (Asset)
|
|
Noncurrent Deferred Tax Liability (Asset)
|
||||||
Estimated fair value adjustment of inventory acquired
|
|
$
|
11,742
|
|
|
$
|
4,110
|
|
|
$
|
—
|
|
Estimated fair value adjustment of tangible assets acquired
|
|
29,154
|
|
|
—
|
|
|
10,204
|
|
|||
Estimated fair value adjustment of identifiable intangible assets acquired
|
|
185,010
|
|
|
—
|
|
|
64,754
|
|
|||
Elimination of deferred financing costs
|
|
(1,020
|
)
|
|
(357
|
)
|
|
—
|
|
|||
Elimination of deferred rent and deferred gain on sale-leaseback transaction
|
|
2,709
|
|
|
182
|
|
|
767
|
|
|||
Deferred tax liabilities related to estimated fair value adjustments
|
|
|
|
$
|
3,935
|
|
|
$
|
75,725
|
|
(e)
|
Reflects the elimination of SBS’s historical stockholders’ equity.
|
(f)
|
Under reverse acquisition accounting, the amount of common stock reflects the equity structure of the legal acquirer (the par value and the number of shares issued by SBS). The adjustment reflects the combined company’s expected 65.4 million total post-combination shares at $0.01 par value. The 65.4 million post-combination shares are based on approximately 26.2 million SBS common shares outstanding as of December 1, 2015, plus approximately 39.2 million new common shares issued as part of the Merger, which is calculated as 74.9 million BMC common shares outstanding as of December 1, 2015, multiplied by the exchange ratio of 0.5231.
|
(g)
|
Reflects the elimination of BMC's historical treasury stock balance.
|
(h)
|
Reflects severance payments of approximately $4.8 million related to an SBS executive and a BMC executive who, as previously announced, will not continue in their roles as executives with the combined company. The severance payments are reflected as a $2.6 million increase to other accrued liabilities and a $2.2 million increase to other long-term liabilities, depending on the expected timing of the payments, and a $3.1 million reduction of retained earnings, net of tax of $1.7 million, which has been recorded in current income taxes receivable.
|
(a)
|
Reflects the change in depreciation and amortization expense resulting from purchase price adjustments of tangible and intangible assets to preliminary fair value. Depreciation and amortization expense are based on the estimated remaining useful life of the assets.
|
|
|
Preliminary Fair Value
|
|
Depreciation Expense for the Year Ended December 31, 2014
|
|
Depreciation Expense for the Nine Months Ended September 30, 2015
|
||||||
Land
|
|
$
|
20,669
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Buildings and improvements
|
|
17,839
|
|
|
691
|
|
|
518
|
|
|||
Leasehold improvements
|
|
8,012
|
|
|
1,577
|
|
|
603
|
|
|||
Furniture, fixtures and equipment
|
|
33,614
|
|
|
9,104
|
|
|
6,603
|
|
|||
Vehicles
|
|
28,903
|
|
|
6,570
|
|
|
4,881
|
|
|||
Construction-in-progress
|
|
8,412
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
117,449
|
|
|
17,942
|
|
|
12,605
|
|
|||
Less: SBS historical depreciation expense
|
|
|
|
11,090
|
|
|
10,074
|
|
||||
Pro forma adjustments to depreciation expense
|
|
|
|
$
|
6,852
|
|
|
$
|
2,531
|
|
|
|
Estimated Useful Life (Years)
|
|
Preliminary Fair Value
|
|
Amortization Expense for the Year Ended December 31, 2014
|
|
Amortization Expense for the Nine Months Ended September 30, 2015
|
|||||||
Customer relationships
|
|
15
|
|
|
$
|
170,000
|
|
|
$
|
11,334
|
|
|
$
|
8,501
|
|
Trademarks
|
|
15
|
|
|
29,000
|
|
|
1,933
|
|
|
1,450
|
|
|||
Favorable (unfavorable) leases
|
|
4
|
|
|
3,990
|
|
|
998
|
|
|
749
|
|
|||
Non-compete agreements
|
|
1
|
|
|
2,800
|
|
|
2,800
|
|
|
—
|
|
|||
Total
|
|
|
|
205,790
|
|
|
17,065
|
|
|
10,700
|
|
||||
Less: SBS historical amortization expense
|
|
|
|
|
|
2,253
|
|
|
1,756
|
|
|||||
Pro forma adjustments to amortization expense
|
|
|
|
|
|
$
|
14,812
|
|
|
$
|
8,944
|
|
(b)
|
Reflects the change in cost of sales resulting from the stepped-up basis of SBS's inventory. The increase is reflected only in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2014, as the acquired inventory is expected to be sold through within the first twelve months following the Merger.
|
(c)
|
Reflects additional stock compensation expense related to the modification of BMC’s outstanding pre-combination equity awards. At the effective time of the Merger, (i) each BMC time-vesting restricted stock unit outstanding immediately prior to such time was converted, on the same terms and conditions as were applicable under such BMC time-vesting restricted stock unit at such time (including any acceleration of vesting in connection with the consummation of the Merger), into a restricted stock unit award with respect to that number of shares of SBS common stock determined by multiplying each BMC time-vesting restricted stock unit by the exchange ratio, rounded up to the nearest whole share and (ii) each BMC performance-vesting restricted stock unit outstanding immediately prior to such time was deemed satisfied at maximum and was converted, on the same terms and conditions (other than the terms and conditions relating to the achievement of performance goals), into a restricted stock unit award with respect to that number of shares of SBS common stock determined by multiplying each BMC performance-vesting restricted stock unit by the exchange ratio, rounded up to the nearest whole share, provided that the vesting criteria applicable to such conversion will provide for solely service-based vesting.
|
(d)
|
Reflects the tax effects of the preliminary pro forma adjustments made to the unaudited pro forma condensed combined statements of operations using the federal statutory rate of 35.0%.
|
(e)
|
The shares used to calculate unaudited pro forma basic earnings per share are based on the sum of (i) SBS’s historical basic weighted average common shares outstanding for each period presented and (ii) approximately 39.2 million new shares of SBS common stock issued as part of the Merger. The shares used to calculate unaudited pro forma diluted earnings per share are based on the sum of (i) SBS’s historical diluted weighted average common shares outstanding for each period presented, (ii) approximately 39.2 million new shares of SBS common stock issued as part of the Merger and (iii) the dilutive effect of BMC’s restricted stock units for each period presented, which totaled 0.5 million and 0.3 million for the year ended December 31, 2014 and the nine months ended September 30, 2015, respectively, after applying the exchange ratio.
|
(f)
|
Reflects the elimination of transaction-related expenses incurred by BMC and SBS during the nine months ended September 30, 2015.
|