|
Common stock, par value $0.01 per share
|
|
The NASDAQ Stock Market LLC
|
(Title of each class)
|
|
(Name of exchange on which registered)
|
Large accelerated filer
|
x
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
o
|
|
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
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||
Item 4.
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||
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|
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Item 5
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
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Item 8.
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Item 9.
|
||
Item 9A.
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Item 9B.
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||
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Item 10.
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Item 11.
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||
Item 12.
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Item 13.
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||
Item 14.
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Item 15.
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Item 16.
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||
|
•
|
the state of the homebuilding industry and repair and remodeling activity, the economy and the credit markets;
|
•
|
seasonality and cyclicality of the building products supply and services industry;
|
•
|
competitive industry pressures and competitive pricing pressure from our customers and competitors;
|
•
|
inflation or deflation of prices of our products;
|
•
|
our exposure to product liability, warranty, casualty, construction defect, contract, tort, employment and other claims and legal proceedings;
|
•
|
our ability to maintain profitability;
|
•
|
the impact of our indebtedness;
|
•
|
the various financial covenants in our secured credit agreement and senior secured notes indenture;
|
•
|
our concentration of business in the Texas, California and Georgia markets;
|
•
|
the potential negative impacts from the significant decline in oil prices on employment, home construction and remodeling activity in Texas (particularly the Houston metropolitan area) and other markets dependent on the energy industry;
|
•
|
our ability to retain our key employees and to attract and retain new qualified employees, while controlling our labor costs;
|
•
|
product shortages, loss of key suppliers or failure to develop relationships with qualified suppliers, and our dependence on third-party suppliers and manufacturers;
|
•
|
the implementation of our supply chain and technology initiatives;
|
•
|
the impact a housing market decline may have on our business, including the potential for impairment losses or the closing or idling of under-performing locations;
|
•
|
the impact of long-term non-cancelable leases at our facilities;
|
•
|
our ability to effectively manage inventory and working capital;
|
•
|
the credit risk from our customers;
|
•
|
the impact of pricing pressure from our customers;
|
•
|
our ability to identify or respond effectively to consumer needs, expectations or trends;
|
•
|
our ability to successfully implement our growth strategy;
|
•
|
the impact of federal, state, local and other laws and regulations;
|
•
|
the impact of changes in legislation and government policy;
|
•
|
the impact of unexpected changes in our tax provisions and adoption of new tax legislation;
|
•
|
our ability to utilize our net operating loss carryforwards;
|
•
|
the potential loss of significant customers or a reduction in the quantity of products they purchase;
|
•
|
natural or man-made disruptions to our distribution and manufacturing facilities;
|
•
|
our exposure to environmental liabilities and subjection to environmental laws and regulation;
|
•
|
the impact of disruptions to our information technology systems;
|
•
|
cybersecurity risks;
|
•
|
risks related to the continued integration of Building Materials Holding Corporation and Stock Building Supply Holdings, Inc. and successful operation of the post-merger company; and
|
•
|
our ability to operate on multiple Enterprise Resource Planning ("ERP") information systems and convert multiple systems to a single system.
|
•
|
the volatility of lumber prices;
|
•
|
the cyclical nature of the homebuilding industry;
|
•
|
general economic conditions in the markets in which we compete;
|
•
|
the pricing policies of our competitors;
|
•
|
the production schedules of our customers; and
|
•
|
the effects of weather.
|
•
|
grow our revenue through organic growth or through acquisitions;
|
•
|
improve our revenue mix by investing (including through acquisitions) in businesses that provide higher gross margins than we have been able to generate historically;
|
•
|
achieve improvements in purchasing or maintain or increase our rebates from suppliers through our supplier consolidation and/or low-cost country initiatives;
|
•
|
improve our gross margins through the utilization of improved pricing practices and technology and sourcing savings;
|
•
|
maintain or reduce our overhead and support expenses as we grow;
|
•
|
effectively evaluate future inventory reserves;
|
•
|
collect monies owed from customers;
|
•
|
maintain relationships with our significant customers;
|
•
|
integrate any businesses acquired; and
|
•
|
continue to successfully integrate BMHC and SBS.
|
•
|
consolidating corporate and administrative infrastructures;
|
•
|
difficulties attracting and retaining key personnel;
|
•
|
loss of customers and suppliers and inability to attract new customers and suppliers;
|
•
|
issues in integrating information technology, communications and other systems;
|
•
|
incompatibility of purchasing, logistics, marketing, administration and other systems and processes; and
|
•
|
unforeseen and unexpected liabilities related to the Merger.
|
•
|
costs of implementation that materially exceed our expectations;
|
•
|
diversion of management’s attention away from normal daily business operations;
|
•
|
risk of incurring asset impairment charges, accelerated depreciation expense or other charges related to the early retirement of information system assets or the early termination of information system supplier agreements;
|
•
|
increased demand on our operations support personnel;
|
•
|
delays in the go-live of one or more of the stages of the project, resulting in additional costs or time for completion;
|
•
|
errors in implementation resulting in errors in the commencement or reporting of business transactions;
|
•
|
failure in the deliverables of our key partners, suppliers and implementation advisors, resulting in an inferior product, reduced business efficacy and the project not providing expected benefits;
|
•
|
loss of sales or customers as a result of errors in business transactions or delays in providing products or services;
|
•
|
deficiencies in the training of employees in the use of the new solution, resulting in errors in the recording of data or transactions, leading to delays in input deliveries and production impairment;
|
•
|
a control failure during or post implementation, which may result in a material weakness in our internal controls over financial reporting; and
|
•
|
other implementation issues leading to delays and impacts on our business.
|
•
|
our operating and financial performance and prospects;
|
•
|
our quarterly or annual earnings or those of other companies in our industry;
|
•
|
the public’s reaction to our press releases, our other public announcements and our filings with the SEC;
|
•
|
changes in, or failure to meet, earnings estimates or recommendations by research analysts who track our common stock or the stock of other companies in our industry;
|
•
|
the failure of research analysts to cover our common stock;
|
•
|
general economic, industry and market conditions;
|
•
|
strategic actions by us, our customers or our competitors, such as acquisitions or restructurings;
|
•
|
new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
|
•
|
changes in accounting standards, policies, guidance, interpretations or principles;
|
•
|
material litigation or government investigations;
|
•
|
changes in general conditions in the United States and global economies or financial markets, including those resulting from war, incidents of terrorism or responses to such events;
|
•
|
changes in key personnel;
|
•
|
sales of common stock by us, our principal stockholders or members of our management team;
|
•
|
the granting or exercise of employee stock options or other equity compensation;
|
•
|
payment of liabilities for which we are self-insured;
|
•
|
volume of trading in our common stock;
|
•
|
threats to, or impairments of, our intellectual property; and
|
•
|
the impact of the factors described elsewhere in “Risk Factors.”
|
•
|
the seasonal and cyclical nature of the homebuilding industry;
|
•
|
the highly competitive nature of our industry;
|
•
|
the volatility of prices, availability and affordability of raw materials, including lumber, wood products and other building products;
|
•
|
shortages of skilled and technical labor, increased labor costs and labor disruptions;
|
•
|
the production schedules of our customers;
|
•
|
general economic conditions, including but not limited to housing starts, repair and remodeling activity and light commercial construction, inventory levels of new and existing homes for sale, foreclosure rates, interest rates, unemployment rates, relative currency values, mortgage availability and pricing, as well as other consumer financing mechanisms, that ultimately affect demand for our products;
|
•
|
actions of suppliers, customers and competitors, including merger and acquisition activities, plant closures and financial failures;
|
•
|
litigation, claims and investigations involving us;
|
•
|
the financial condition and creditworthiness of our customers;
|
•
|
cost of compliance with government laws and regulations;
|
•
|
weather patterns; and
|
•
|
severe weather phenomena such as drought, hurricanes, tornadoes and fire.
|
•
|
a classified Board with three-year staggered terms;
|
•
|
the ability of our Board to issue shares of preferred stock and to determine the price and other terms, including preferences and voting rights, of those shares without stockholder approval;
|
•
|
stockholder action can only be taken at a special or regular meeting and not by written consent;
|
•
|
advance notice procedures for nominating candidates to our Board or presenting matters at stockholder meetings;
|
•
|
removal of directors only for cause;
|
•
|
allowing only our Board to fill vacancies on our Board; and
|
•
|
super-majority voting requirements to amend our amended and restated bylaws and certain provisions of our amended and restated certificate of incorporation (the "Charter").
|
|
|
High
|
|
Low
|
2016
|
|
|
|
|
First quarter
|
|
$17.06
|
|
$12.14
|
Second quarter
|
|
$19.99
|
|
$16.01
|
Third quarter
|
|
$21.50
|
|
$17.34
|
Fourth quarter
|
|
$20.15
|
|
$15.45
|
2015
|
|
|
|
|
First quarter
|
|
$18.15
|
|
$13.58
|
Second quarter
|
|
$25.20
|
|
$16.47
|
Third quarter
|
|
$19.84
|
|
$17.05
|
Fourth quarter
|
|
$19.62
|
|
$14.45
|
|
Year Ended December 31,
|
||||||||||||||||||
(in thousands, expect per share data)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Statement of operations data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
3,093,743
|
|
|
$
|
1,576,746
|
|
|
$
|
1,311,498
|
|
|
$
|
1,210,156
|
|
|
$
|
886,740
|
|
Gross profit
|
741,965
|
|
|
361,410
|
|
|
295,074
|
|
|
256,547
|
|
|
180,047
|
|
|||||
Selling, general and administrative expenses
|
571,799
|
|
|
306,843
|
|
|
229,316
|
|
|
200,588
|
|
|
173,382
|
|
|||||
Net income (loss)
|
30,880
|
|
|
(4,831
|
)
|
|
94,032
|
|
|
21,655
|
|
|
(17,533
|
)
|
|||||
Net income (loss) per share - diluted
|
$
|
0.46
|
|
|
$
|
(0.12
|
)
|
|
$
|
2.39
|
|
|
$
|
0.56
|
|
|
$
|
(0.47
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of cash flows data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
106,888
|
|
|
$
|
743
|
|
|
$
|
30,732
|
|
|
$
|
15,357
|
|
|
$
|
(38,020
|
)
|
Investing activities
|
(33,729
|
)
|
|
(135,076
|
)
|
|
(16,262
|
)
|
|
(63,999
|
)
|
|
9,323
|
|
|||||
Financing activities
|
(65,331
|
)
|
|
72,160
|
|
|
(424
|
)
|
|
96,098
|
|
|
28,045
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other financial data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
$
|
68,680
|
|
|
$
|
24,589
|
|
|
$
|
15,457
|
|
|
$
|
13,767
|
|
|
$
|
13,248
|
|
Capital expenditures
|
38,067
|
|
|
31,319
|
|
|
28,275
|
|
|
15,057
|
|
|
10,222
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance sheet data (at period end):
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current assets
|
$
|
666,942
|
|
|
$
|
613,960
|
|
|
$
|
358,095
|
|
|
$
|
323,262
|
|
|
$
|
193,742
|
|
Property and equipment, net of accumulated depreciation
|
286,741
|
|
|
295,978
|
|
|
140,435
|
|
|
122,930
|
|
|
105,083
|
|
|||||
Total assets (1)
|
1,395,014
|
|
|
1,371,139
|
|
|
581,853
|
|
|
459,805
|
|
|
320,513
|
|
|||||
Total debt and capital lease obligations (including current portion) (1)
|
376,563
|
|
|
426,840
|
|
|
263,449
|
|
|
257,276
|
|
|
150,929
|
|
|||||
Total stockholders' equity
|
680,601
|
|
|
628,932
|
|
|
179,078
|
|
|
82,229
|
|
|
56,057
|
|
(1)
|
Total assets and total debt and capital lease obligations (including current portion) reflect the reclassification of unamortized debt issuance costs related to the Company's senior secured notes from long-term assets to a reduction of long-term debt in connection with the Company's adoption of Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs, during the first quarter of 2016. Accounting Standards Update 2015-03 is required to be applied retrospectively. Unamortized debt issuance costs reclassified as of December 31, 2015, 2014, 2013 and 2012 were $4.9 million, $6.7 million, $8.5 million and $0 million, respectively.
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2016 Versus 2015
|
|
2016 Average Price
|
|
2015 Versus 2014
|
|
2015 Average Price
|
|
2014 Versus 2013
|
|
2014 Average Price
|
|||||||||
Change in framing lumber prices
|
|
5
|
%
|
|
$
|
346
|
|
|
(14
|
)%
|
|
$
|
330
|
|
|
—
|
%
|
|
$
|
383
|
|
Change in structural panel prices
|
|
1
|
%
|
|
$
|
370
|
|
|
(5
|
)%
|
|
$
|
365
|
|
|
(10
|
)%
|
|
$
|
385
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||
(in thousands)
|
Net Sales
|
|
% of Sales
|
|
% Change vs. 2015
|
|
Net Sales
|
|
% of Sales
|
|
% Change vs. 2014
|
|
Net Sales
|
|
% of Sales
|
|||||||||||
Single-family homebuilders
|
$
|
2,330,622
|
|
|
75.3
|
%
|
|
85.1
|
%
|
|
$
|
1,258,938
|
|
|
79.8
|
%
|
|
20.4
|
%
|
|
$
|
1,045,806
|
|
|
79.7
|
%
|
Remodeling contractors
|
374,091
|
|
|
12.1
|
%
|
|
176.7
|
%
|
|
135,184
|
|
|
8.6
|
%
|
|
17.4
|
%
|
|
115,144
|
|
|
8.8
|
%
|
|||
Other (including multi-family & light commercial builders)
|
389,030
|
|
|
12.6
|
%
|
|
113.0
|
%
|
|
182,624
|
|
|
11.6
|
%
|
|
21.3
|
%
|
|
150,548
|
|
|
11.5
|
%
|
|||
Total net sales
|
$
|
3,093,743
|
|
|
100.0
|
%
|
|
96.2
|
%
|
|
$
|
1,576,746
|
|
|
100.0
|
%
|
|
20.2
|
%
|
|
$
|
1,311,498
|
|
|
100.0
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Net sales
|
|
$
|
3,093,743
|
|
|
100.0
|
%
|
|
$
|
1,576,746
|
|
|
100.0
|
%
|
|
$
|
1,311,498
|
|
|
100.0
|
%
|
Cost of goods sold
|
|
2,351,778
|
|
|
76.0
|
%
|
|
1,215,336
|
|
|
77.1
|
%
|
|
1,016,424
|
|
|
77.5
|
%
|
|||
Gross profit
|
|
741,965
|
|
|
24.0
|
%
|
|
361,410
|
|
|
22.9
|
%
|
|
295,074
|
|
|
22.5
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Selling, general and administrative expenses
|
|
571,799
|
|
|
18.5
|
%
|
|
306,843
|
|
|
19.5
|
%
|
|
229,316
|
|
|
17.5
|
%
|
|||
Depreciation expense
|
|
38,441
|
|
|
1.2
|
%
|
|
15,700
|
|
|
1.0
|
%
|
|
11,492
|
|
|
0.9
|
%
|
|||
Amortization expense
|
|
20,721
|
|
|
0.7
|
%
|
|
3,626
|
|
|
0.2
|
%
|
|
—
|
|
|
0.0
|
%
|
|||
Impairment of assets
|
|
11,928
|
|
|
0.4
|
%
|
|
—
|
|
|
0.0
|
%
|
|
134
|
|
|
0.0
|
%
|
|||
Merger and integration costs
|
|
15,340
|
|
|
0.5
|
%
|
|
22,993
|
|
|
1.5
|
%
|
|
—
|
|
|
0.0
|
%
|
|||
Income from operations
|
|
83,736
|
|
|
2.7
|
%
|
|
12,248
|
|
|
0.8
|
%
|
|
54,132
|
|
|
4.1
|
%
|
|||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense
|
|
(30,131
|
)
|
|
(1.0
|
)%
|
|
(27,552
|
)
|
|
(1.7
|
)%
|
|
(27,090
|
)
|
|
(2.1
|
)%
|
|||
Loss on debt extinguishment
|
|
(12,529
|
)
|
|
(0.4
|
)%
|
|
—
|
|
|
0.0
|
%
|
|
—
|
|
|
0.0
|
%
|
|||
Other income, net
|
|
4,070
|
|
|
0.1
|
%
|
|
784
|
|
|
0.0
|
%
|
|
1,413
|
|
|
0.1
|
%
|
|||
Income (loss) before income taxes
|
|
45,146
|
|
|
1.5
|
%
|
|
(14,520
|
)
|
|
(0.9
|
)%
|
|
28,455
|
|
|
2.2
|
%
|
|||
Income tax expense (benefit)
|
|
14,266
|
|
|
0.5
|
%
|
|
(9,689
|
)
|
|
(0.6
|
)%
|
|
(65,577
|
)
|
|
(5.0
|
)%
|
|||
Net income (loss)
|
|
$
|
30,880
|
|
|
1.0
|
%
|
|
$
|
(4,831
|
)
|
|
(0.3
|
)%
|
|
$
|
94,032
|
|
|
7.2
|
%
|
|
|
2016
|
|
2015
|
|
|
|||||||||||
(in thousands)
|
|
Net Sales
|
|
% of Sales
|
|
Net Sales
|
|
% of Sales
|
|
% Change
|
|||||||
Structural components
|
|
$
|
471,619
|
|
|
15.2
|
%
|
|
$
|
249,371
|
|
|
15.8
|
%
|
|
89.1
|
%
|
Lumber & lumber sheet goods
|
|
921,304
|
|
|
29.8
|
%
|
|
459,446
|
|
|
29.1
|
%
|
|
100.5
|
%
|
||
Millwork, doors & windows
|
|
898,769
|
|
|
29.1
|
%
|
|
442,675
|
|
|
28.1
|
%
|
|
103.0
|
%
|
||
Other building products & services
|
|
802,051
|
|
|
25.9
|
%
|
|
425,254
|
|
|
27.0
|
%
|
|
88.6
|
%
|
||
Total net sales
|
|
$
|
3,093,743
|
|
|
100.0
|
%
|
|
$
|
1,576,746
|
|
|
100.0
|
%
|
|
96.2
|
%
|
•
|
selling, general and administrative expenses
increased
$265.0 million
, or
86.3%
, to
$571.8 million
, or
18.5%
of net sales, from
$306.8 million
, or
19.5%
of net sales, for the year ended
December 31, 2015
, primarily as a result of the Merger and acquisitions of VNS and RBI.
|
•
|
depreciation expense
increased
$22.7 million
, or
144.8%
, to
$38.4 million
from
$15.7 million
during the year ended
December 31, 2015
, primarily as a result of fixed assets acquired through the Merger and acquisitions of VNS and RBI, as well as replacements and additions of delivery fleet, material handling equipment and operating equipment.
|
•
|
amortization expense was
$20.7 million
compared to
$3.6 million
in the prior year. The amortization expense recognized for the year ended December 31,
2016
relates to intangible assets acquired through the Merger and acquisitions of VNS and RBI.
|
•
|
the Company recognized asset impairment charges of
$11.9 million
. During the first quarter of 2016, the Company decided to integrate all operations under the Legacy SBS ERP system, and to discontinue use of the New ERP (see Note 6
to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further description of the New ERP). In connection with this decision, the Company impaired capitalized software costs that had previously been recorded as construction-in-progress within property and equipment on the consolidated balance sheets.
|
•
|
the Company incurred
$15.3 million
of Merger and integration costs related to the ongoing integration of BMHC and SBS, consisting primarily of severance, system integration costs and professional fees compared to
$23.0 million
for the year ended
December 31, 2015
.
|
|
|
2015
|
|
2014
|
|
|
|||||||||||
(in thousands)
|
|
Net Sales
|
|
% of Sales
|
|
Net Sales
|
|
% of Sales
|
|
% Change
|
|||||||
Structural components
|
|
$
|
249,371
|
|
|
15.8
|
%
|
|
$
|
205,036
|
|
|
15.6
|
%
|
|
21.6
|
%
|
Lumber & lumber sheet goods
|
|
459,446
|
|
|
29.1
|
%
|
|
428,084
|
|
|
32.6
|
%
|
|
7.3
|
%
|
||
Millwork, doors & windows
|
|
442,675
|
|
|
28.1
|
%
|
|
328,063
|
|
|
25.0
|
%
|
|
34.9
|
%
|
||
Other building products & services
|
|
425,254
|
|
|
27.0
|
%
|
|
350,315
|
|
|
26.8
|
%
|
|
21.4
|
%
|
||
Total net sales
|
|
$
|
1,576,746
|
|
|
100.0
|
%
|
|
$
|
1,311,498
|
|
|
100.0
|
%
|
|
20.2
|
%
|
•
|
selling, general and administrative expenses
increased
$77.5 million
, or
33.8%
, to
$306.8 million
, or
19.5%
of net sales, from
$229.3 million
, or
17.5%
of net sales, for the year ended
December 31, 2014
. Approximately $43.9 million of this increase related to the operations of Legacy SBS, VNS and RBI, while $33.6 million related to Legacy BMC existing operations. The increase in SG&A related to Legacy BMC existing operations was driven primarily by higher salary, wage, benefit and other variable costs to serve higher sales volume, increased insurance costs, headquarters relocation costs and third party costs associated with the acquisitions of VNS and RBI.
|
•
|
depreciation expense
increased
$4.2 million
, or
36.6%
, to
$15.7 million
from
$11.5 million
during the year ended
December 31, 2014
, primarily as a result of fixed assets acquired through the Merger and acquisitions of VNS and RBI, as well as replacements and additions of delivery fleet, material handling equipment and operating equipment.
|
•
|
amortization expense was
$3.6 million
compared to
$0
in the prior year. The amortization expense recognized in 2015 relates to intangible assets acquired through the Merger and acquisitions of VNS and RBI.
|
•
|
the Company incurred
$23.0 million
of Merger and integration costs which primarily included third-party advisory, legal, accounting and other professional fees and severance costs.
|
(in thousands)
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Cash and cash equivalents
|
|
$
|
8,917
|
|
|
$
|
1,089
|
|
Accounts receivable, net of allowances
|
|
313,304
|
|
|
303,176
|
|
||
Inventories, net
|
|
272,276
|
|
|
243,960
|
|
||
Other current assets
|
|
70,008
|
|
|
54,345
|
|
||
Income taxes receivable
|
|
2,437
|
|
|
11,390
|
|
||
Accounts payable, accrued expenses and other current liabilities
|
|
(291,657
|
)
|
|
(268,178
|
)
|
||
Current portion of long-term debt and capital lease obligations
|
|
(11,155
|
)
|
|
(10,129
|
)
|
||
Total net current assets
|
|
$
|
364,130
|
|
|
$
|
335,653
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss)
|
|
$
|
30,880
|
|
|
$
|
(4,831
|
)
|
|
$
|
94,032
|
|
Loss on debt extinguishment
|
|
12,529
|
|
|
—
|
|
|
—
|
|
|||
Impairment of assets
|
|
11,928
|
|
|
—
|
|
|
134
|
|
|||
Change in deferred income taxes
|
|
(3,571
|
)
|
|
(5,892
|
)
|
|
(70,492
|
)
|
|||
Other non-cash expenses
|
|
79,629
|
|
|
39,895
|
|
|
20,597
|
|
|||
Change in working capital and other assets and liabilities
|
|
(24,507
|
)
|
|
(28,429
|
)
|
|
(13,539
|
)
|
|||
Net cash provided by operating activities
|
|
$
|
106,888
|
|
|
$
|
743
|
|
|
$
|
30,732
|
|
•
|
Net income (loss)
increased
by
$35.7 million
as discussed in “Operating Results” above.
|
•
|
The Company recognized a loss on debt extinguishment of
$12.5 million
in relation to the redemption of the Extinguished Senior Notes as discussed in "Operating Results" above.
|
•
|
The Company recognized asset impairment charges of $11.9 million during the year ended December 31, 2016 related to the New ERP as discussed in "Operating Results" above.
|
•
|
Other non-cash expenses
increased
by
$39.7 million
primarily as a result of increases in depreciation and amortization as discussed in "Operating Results" above.
|
•
|
Change in deferred income taxes declined by
$2.3 million
due primarily to temporary book and tax basis difference changes in our fixed assets related to current year book over tax depreciation expense.
|
•
|
Cash outflows from changes in working capital and other assets and liabilities relate primarily to year-over-year increases in accounts receivable and inventory in relation to higher sales volume, offset by increases to accounts payable.
|
•
|
Net income (loss)
declined
by
$98.9 million
as discussed in “Operating Results” above.
|
•
|
Non-cash expenses
increased
by
$19.3 million
primarily as a result of increases in depreciation and amortization expense, which was driven primarily by fixed assets and intangible assets acquired through the Merger and acquisitions of VNS and RBI.
|
•
|
Change in deferred income taxes declined by
$64.6 million
due primarily to the reversal of $75.2 million of valuation allowance against deferred tax assets during 2014 and the Company's adoption of a tax position related to IRC section 382 limitations, which increased its deferred tax assets by $8.1 million during 2015.
|
•
|
Cash outflows from changes in working capital and other assets and liabilities relate primarily to year-over-year increases in accounts receivable and inventory in relation to higher sales volume, offset by increases to accounts payable.
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Purchases of property, equipment and real estate
|
|
$
|
(38,067
|
)
|
|
$
|
(31,319
|
)
|
|
$
|
(28,275
|
)
|
Insurance proceeds
|
|
1,151
|
|
|
—
|
|
|
—
|
|
|||
Cash acquired in the Merger
|
|
—
|
|
|
6,342
|
|
|
—
|
|
|||
Purchases of businesses, net of cash acquired
|
|
—
|
|
|
(149,485
|
)
|
|
(236
|
)
|
|||
Change in restricted assets
|
|
—
|
|
|
36,106
|
|
|
10,326
|
|
|||
Other investing activities
|
|
3,187
|
|
|
3,280
|
|
|
1,923
|
|
|||
Net cash used in investing activities
|
|
$
|
(33,729
|
)
|
|
$
|
(135,076
|
)
|
|
$
|
(16,262
|
)
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Proceeds from issuance of Senior Notes
|
|
$
|
350,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Redemption of Extinguished Senior Notes
|
|
(250,000
|
)
|
|
—
|
|
|
—
|
|
|||
Net (repayments of) proceeds from Revolver
|
|
(152,260
|
)
|
|
84,546
|
|
|
—
|
|
|||
Proceeds from issuance of common stock, net of offering costs
|
|
13,776
|
|
|
—
|
|
|
—
|
|
|||
Payments of debt issuance costs
|
|
(7,011
|
)
|
|
(3,567
|
)
|
|
(10
|
)
|
|||
Payments of debt extinguishment costs
|
|
(8,438
|
)
|
|
—
|
|
|
—
|
|
|||
Payments on capital leases and other notes
|
|
(12,103
|
)
|
|
(10,623
|
)
|
|
(9,812
|
)
|
|||
Borrowings under other notes
|
|
—
|
|
|
2,491
|
|
|
9,991
|
|
|||
Other financing activities, net
|
|
705
|
|
|
(687
|
)
|
|
(593
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
$
|
(65,331
|
)
|
|
$
|
72,160
|
|
|
$
|
(424
|
)
|
|
|
Payments Due by Period
|
||||||||||||||||||
(in millions)
|
|
Total
|
|
2017
|
|
2018-2019
|
|
2020-2021
|
|
Thereafter
|
||||||||||
Senior Notes obligations (1)
|
|
$
|
504.9
|
|
|
$
|
20.1
|
|
|
$
|
38.5
|
|
|
$
|
38.5
|
|
|
$
|
407.8
|
|
Capital lease obligations (2)
|
|
32.5
|
|
|
10.5
|
|
|
14.1
|
|
|
6.6
|
|
|
1.3
|
|
|||||
Other long-term debt (3)
|
|
3.1
|
|
|
1.8
|
|
|
1.2
|
|
|
0.1
|
|
|
—
|
|
|||||
Operating lease obligations (4)
|
|
135.2
|
|
|
27.7
|
|
|
43.1
|
|
|
26.8
|
|
|
37.6
|
|
|||||
Purchase commitments (5)
|
|
4.8
|
|
|
4.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
680.5
|
|
|
$
|
64.9
|
|
|
$
|
96.9
|
|
|
$
|
72.0
|
|
|
$
|
446.7
|
|
(1)
|
Represents principal of $350.0 million and semi-annual interest payments at a 5.5% interest rate. The Senior Notes mature in October 2024. For further information, refer to Note 9 to our audited financial statements included elsewhere in this Annual Report on Form 10-K.
|
(2)
|
Represents payments under our capital leases for real estate, fleet vehicles and various equipment. For further information, refer to Note 12 to our audited financial statements included elsewhere in this Annual Report on Form 10-K.
|
(3)
|
Represents payments on term notes secured by delivery and handling equipment with various maturities through November 2018 and a term note secured by real property which matures in February 2021. The interest rates on these notes range from 4.3% to 7.0%. For further information, refer to Note 9 to our audited financial statements included elsewhere in this Annual Report on Form 10-K.
|
(4)
|
Represents payments under our operating leases, primarily for buildings, improvements and equipment. For further information, refer to Note 12 to our audited financial statements included elsewhere in this Annual Report on Form 10-K.
|
(5)
|
Consists primarily of obligations to purchase vehicles which are enforceable and legally binding on us and a commitment for a subscription for our enterprise resource planning software. Excludes purchase orders made in the ordinary course of business that are short-term or cancellable.
|
•
|
the volatility of lumber prices;
|
•
|
the cyclical nature of the homebuilding industry;
|
•
|
general economic conditions in the markets in which we compete;
|
•
|
the pricing policies of our competitors;
|
•
|
the production schedules of our customers; and
|
•
|
the effects of weather.
|
•
|
Fair value of common stock.
We use quoted market prices to determine the fair value of our common stock.
|
•
|
Dividend yield.
We have never declared or paid any cash dividends on our common stock and do not presently plan to pay cash dividends in the foreseeable future. Consequently, we used an expected dividend yield of zero.
|
•
|
Volatility
. The expected price volatility for our common stock was estimated by taking the median historic price volatility for industry peers.
|
•
|
Risk-free interest rate.
The risk-free interest rate is based on the yields of United States Treasury securities with maturities similar to the expected term of the options.
|
•
|
Expected term.
The expected term was estimated to be the mid-point between the vesting date and the expiration date of the award. We believe use of this approach is appropriate as we have limited prior history of option exercises upon which to base an expected term.
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
(in thousands, except share and per share amounts)
|
|
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
8,917
|
|
|
$
|
1,089
|
|
Accounts receivable, net of allowances
|
|
313,304
|
|
|
303,176
|
|
||
Inventories, net
|
|
272,276
|
|
|
243,960
|
|
||
Costs in excess of billings on uncompleted contracts
|
|
26,373
|
|
|
22,528
|
|
||
Income taxes receivable
|
|
2,437
|
|
|
11,390
|
|
||
Prepaid expenses and other current assets
|
|
43,635
|
|
|
31,817
|
|
||
Total current assets
|
|
666,942
|
|
|
613,960
|
|
||
Property and equipment, net of accumulated depreciation
|
|
286,741
|
|
|
295,978
|
|
||
Deferred income taxes
|
|
550
|
|
|
—
|
|
||
Customer relationship intangible assets, net of accumulated amortization
|
|
164,191
|
|
|
177,036
|
|
||
Other intangible assets, net of accumulated amortization
|
|
3,024
|
|
|
10,900
|
|
||
Goodwill
|
|
254,832
|
|
|
254,664
|
|
||
Other long-term assets
|
|
18,734
|
|
|
18,601
|
|
||
Total assets
|
|
$
|
1,395,014
|
|
|
$
|
1,371,139
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
165,540
|
|
|
$
|
135,632
|
|
Accrued expenses and other liabilities
|
|
88,786
|
|
|
91,888
|
|
||
Billings in excess of costs on uncompleted contracts
|
|
15,691
|
|
|
15,888
|
|
||
Interest payable
|
|
5,619
|
|
|
6,882
|
|
||
Current portion:
|
|
|
|
|
||||
Long-term debt and capital lease obligation
|
|
11,155
|
|
|
10,129
|
|
||
Insurance reserves
|
|
16,021
|
|
|
17,888
|
|
||
Total current liabilities
|
|
302,812
|
|
|
278,307
|
|
||
Insurance reserves
|
|
39,184
|
|
|
37,334
|
|
||
Long-term debt
|
|
344,827
|
|
|
400,216
|
|
||
Long-term portion of capital lease obligation
|
|
20,581
|
|
|
16,495
|
|
||
Deferred income taxes
|
|
—
|
|
|
3,021
|
|
||
Other long-term liabilities
|
|
7,009
|
|
|
6,834
|
|
||
Total liabilities
|
|
714,413
|
|
|
742,207
|
|
||
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, 2016 and December 31, 2015
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 300.0 million shares authorized, 66.8 million and 65.4 million shares issued, and 66.7 million and 65.3 million outstanding at December 31, 2016 and December 31, 2015, respectively
|
|
668
|
|
|
654
|
|
||
Additional paid-in capital
|
|
649,280
|
|
|
626,402
|
|
||
Retained earnings
|
|
33,182
|
|
|
2,302
|
|
||
Treasury stock, at cost, 0.1 million and less than 0.1 million shares at December 31, 2016 and December 31, 2015, respectively
|
|
(2,529
|
)
|
|
(426
|
)
|
||
Total stockholders' equity
|
|
680,601
|
|
|
628,932
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
1,395,014
|
|
|
$
|
1,371,139
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per share amounts)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
|
|
|
|
|
|
||||||
Building products
|
|
$
|
2,336,041
|
|
|
$
|
1,146,190
|
|
|
$
|
937,048
|
|
Construction services
|
|
757,702
|
|
|
430,556
|
|
|
374,450
|
|
|||
|
|
3,093,743
|
|
|
1,576,746
|
|
|
1,311,498
|
|
|||
Cost of sales
|
|
|
|
|
|
|
||||||
Building products
|
|
1,725,843
|
|
|
864,485
|
|
|
705,812
|
|
|||
Construction services
|
|
625,935
|
|
|
350,851
|
|
|
310,612
|
|
|||
|
|
2,351,778
|
|
|
1,215,336
|
|
|
1,016,424
|
|
|||
Gross profit
|
|
741,965
|
|
|
361,410
|
|
|
295,074
|
|
|||
|
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
|
571,799
|
|
|
306,843
|
|
|
229,316
|
|
|||
Depreciation expense
|
|
38,441
|
|
|
15,700
|
|
|
11,492
|
|
|||
Amortization expense
|
|
20,721
|
|
|
3,626
|
|
|
—
|
|
|||
Impairment of assets
|
|
11,928
|
|
|
—
|
|
|
134
|
|
|||
Merger and integration costs
|
|
15,340
|
|
|
22,993
|
|
|
—
|
|
|||
|
|
658,229
|
|
|
349,162
|
|
|
240,942
|
|
|||
Income from operations
|
|
83,736
|
|
|
12,248
|
|
|
54,132
|
|
|||
Other income (expense)
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(30,131
|
)
|
|
(27,552
|
)
|
|
(27,090
|
)
|
|||
Loss on debt extinguishment
|
|
(12,529
|
)
|
|
—
|
|
|
—
|
|
|||
Other income, net
|
|
4,070
|
|
|
784
|
|
|
1,413
|
|
|||
Income (loss) before income taxes
|
|
45,146
|
|
|
(14,520
|
)
|
|
28,455
|
|
|||
Income tax expense (benefit)
|
|
14,266
|
|
|
(9,689
|
)
|
|
(65,577
|
)
|
|||
Net income (loss)
|
|
$
|
30,880
|
|
|
$
|
(4,831
|
)
|
|
$
|
94,032
|
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
|
|
|
|
|
|
||||||
Basic
|
|
66,055
|
|
|
41,260
|
|
|
38,828
|
|
|||
Diluted
|
|
66,609
|
|
|
41,260
|
|
|
39,291
|
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss) per common share
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.47
|
|
|
$
|
(0.12
|
)
|
|
$
|
2.42
|
|
Diluted
|
|
$
|
0.46
|
|
|
$
|
(0.12
|
)
|
|
$
|
2.39
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings (Deficit)
|
|
Total
|
||||||||||||||||
(in thousands)
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|||||||||||||||
Stockholders' equity as of December 31, 2013
|
|
39,173
|
|
|
$
|
392
|
|
|
484
|
|
|
$
|
(1,234
|
)
|
|
$
|
169,970
|
|
|
$
|
(86,899
|
)
|
|
$
|
82,229
|
|
Shares vested for long-term incentive plan
|
|
282
|
|
|
3
|
|
|
(126
|
)
|
|
188
|
|
|
(191
|
)
|
|
—
|
|
|
—
|
|
|||||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
124
|
|
|
(1,607
|
)
|
|
—
|
|
|
—
|
|
|
(1,607
|
)
|
|||||
Stock compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,410
|
|
|
—
|
|
|
3,410
|
|
|||||
Tax benefits related to stock based compensation plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,014
|
|
|
—
|
|
|
1,014
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94,032
|
|
|
94,032
|
|
|||||
Stockholders' equity as of December 31, 2014
|
|
39,455
|
|
|
395
|
|
|
482
|
|
|
(2,653
|
)
|
|
174,203
|
|
|
7,133
|
|
|
179,078
|
|
|||||
Effect of reverse merger
|
|
26,186
|
|
|
262
|
|
|
—
|
|
|
—
|
|
|
453,128
|
|
|
—
|
|
|
453,390
|
|
|||||
Cancellation of BMHC treasury stock in connection with the Merger
|
|
(434
|
)
|
|
(4
|
)
|
|
(434
|
)
|
|
3,487
|
|
|
(3,483
|
)
|
|
—
|
|
|
—
|
|
|||||
Shares vested for long-term incentive plan
|
|
153
|
|
|
1
|
|
|
(126
|
)
|
|
194
|
|
|
(195
|
)
|
|
—
|
|
|
—
|
|
|||||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
103
|
|
|
(1,454
|
)
|
|
—
|
|
|
—
|
|
|
(1,454
|
)
|
|||||
Stock compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,749
|
|
|
—
|
|
|
2,749
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,831
|
)
|
|
(4,831
|
)
|
|||||
Stockholders' equity as of December 31, 2015
|
|
65,360
|
|
|
654
|
|
|
25
|
|
|
(426
|
)
|
|
626,402
|
|
|
2,302
|
|
|
628,932
|
|
|||||
Issuance of common stock, net of offering costs
|
|
855
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
13,768
|
|
|
—
|
|
|
13,776
|
|
|||||
Exercise of stock options
|
|
175
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
1,299
|
|
|
—
|
|
|
1,301
|
|
|||||
Shares vested for long-term incentive plans
|
|
424
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|||||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
119
|
|
|
(2,023
|
)
|
|
—
|
|
|
—
|
|
|
(2,023
|
)
|
|||||
Share withholdings made in satisfaction of exercise price
|
|
—
|
|
|
—
|
|
|
4
|
|
|
(80
|
)
|
|
80
|
|
|
—
|
|
|
—
|
|
|||||
Stock compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,252
|
|
|
—
|
|
|
7,252
|
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
483
|
|
|
—
|
|
|
483
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,880
|
|
|
30,880
|
|
|||||
Stockholders' equity as of December 31, 2016
|
|
66,814
|
|
|
$
|
668
|
|
|
148
|
|
|
$
|
(2,529
|
)
|
|
$
|
649,280
|
|
|
$
|
33,182
|
|
|
$
|
680,601
|
|
BMC STOCK HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||||
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
30,880
|
|
|
$
|
(4,831
|
)
|
|
$
|
94,032
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities
|
|
|
|
|
|
|
||||||
Depreciation expense
|
|
47,959
|
|
|
20,963
|
|
|
15,457
|
|
|||
Amortization of intangible assets
|
|
20,721
|
|
|
3,626
|
|
|
—
|
|
|||
Amortization of debt issuance costs
|
|
3,114
|
|
|
2,525
|
|
|
2,277
|
|
|||
Amortization of original issue discount
|
|
174
|
|
|
244
|
|
|
257
|
|
|||
Amortization of inventory step-up charges
|
|
2,884
|
|
|
10,285
|
|
|
—
|
|
|||
Amortization of favorable and unfavorable leases
|
|
(76
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
|
(3,571
|
)
|
|
(5,892
|
)
|
|
(70,492
|
)
|
|||
Non-cash stock compensation expense
|
|
7,252
|
|
|
2,749
|
|
|
3,410
|
|
|||
Impairment of assets
|
|
11,928
|
|
|
—
|
|
|
134
|
|
|||
Gain on sale of property, equipment and real estate
|
|
(1,396
|
)
|
|
(497
|
)
|
|
(804
|
)
|
|||
Gain on insurance proceeds
|
|
(1,003
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on debt extinguishment
|
|
12,529
|
|
|
—
|
|
|
—
|
|
|||
Change in assets and liabilities, net of effects of acquisitions
|
|
|
|
|
|
|
||||||
Accounts receivable, net of allowances
|
|
(10,128
|
)
|
|
(24,061
|
)
|
|
(6,299
|
)
|
|||
Inventories, net
|
|
(31,200
|
)
|
|
(16,452
|
)
|
|
(15,927
|
)
|
|||
Costs in excess of billings on uncompleted contracts
|
|
(3,845
|
)
|
|
(4,026
|
)
|
|
276
|
|
|||
Current income taxes receivable/payable
|
|
9,627
|
|
|
(8,176
|
)
|
|
—
|
|
|||
Other current assets
|
|
(12,208
|
)
|
|
(1,202
|
)
|
|
(9,163
|
)
|
|||
Other long-term assets
|
|
(126
|
)
|
|
1,240
|
|
|
(1,688
|
)
|
|||
Accounts payable
|
|
28,592
|
|
|
873
|
|
|
9,666
|
|
|||
Accrued expenses and other liabilities
|
|
(5,859
|
)
|
|
4,377
|
|
|
1,633
|
|
|||
Billings in excess of costs on uncompleted contracts
|
|
(197
|
)
|
|
8,360
|
|
|
1,776
|
|
|||
Insurance reserves
|
|
(16
|
)
|
|
7,973
|
|
|
6,165
|
|
|||
Other long-term liabilities
|
|
853
|
|
|
2,665
|
|
|
22
|
|
|||
Net cash provided by operating activities
|
|
106,888
|
|
|
743
|
|
|
30,732
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Purchases of property, equipment and real estate
|
|
(38,067
|
)
|
|
(31,319
|
)
|
|
(28,275
|
)
|
|||
Proceeds from sale of property, equipment and real estate
|
|
3,187
|
|
|
3,280
|
|
|
1,919
|
|
|||
Insurance proceeds
|
|
1,151
|
|
|
—
|
|
|
—
|
|
|||
Change in restricted assets
|
|
—
|
|
|
36,106
|
|
|
10,326
|
|
|||
Cash acquired in the Merger
|
|
—
|
|
|
6,342
|
|
|
—
|
|
|||
Purchases of businesses, net of cash acquired
|
|
—
|
|
|
(149,485
|
)
|
|
(236
|
)
|
|||
Other investing activities
|
|
—
|
|
|
—
|
|
|
4
|
|
|||
Net cash used in investing activities
|
|
(33,729
|
)
|
|
(135,076
|
)
|
|
(16,262
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
|
||||||
Proceeds from revolving line of credit
|
|
1,544,064
|
|
|
293,183
|
|
|
—
|
|
|||
Repayments of proceeds from revolving line of credit
|
|
(1,696,324
|
)
|
|
(208,637
|
)
|
|
—
|
|
BMC STOCK HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||||
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Proceeds from issuance of Senior Notes
|
|
350,000
|
|
|
—
|
|
|
—
|
|
|||
Redemption of Extinguished Senior Notes
|
|
(250,000
|
)
|
|
—
|
|
|
—
|
|
|||
Borrowings under other notes
|
|
$
|
—
|
|
|
$
|
2,491
|
|
|
$
|
9,991
|
|
Principal payments on other notes
|
|
(3,303
|
)
|
|
(6,081
|
)
|
|
(5,999
|
)
|
|||
Secured borrowings
|
|
1,427
|
|
|
767
|
|
|
—
|
|
|||
Proceeds from issuance of common stock, net of offering costs
|
|
13,776
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
|
1,301
|
|
|
—
|
|
|
—
|
|
|||
Tax benefits related to stock based compensation
|
|
—
|
|
|
—
|
|
|
1,014
|
|
|||
Purchase of treasury stock
|
|
(2,023
|
)
|
|
(1,454
|
)
|
|
(1,607
|
)
|
|||
Payments of debt issuance costs
|
|
(7,011
|
)
|
|
(3,567
|
)
|
|
(10
|
)
|
|||
Payments of debt extinguishment costs
|
|
(8,438
|
)
|
|
—
|
|
|
—
|
|
|||
Payments on capital lease obligations
|
|
(8,800
|
)
|
|
(4,542
|
)
|
|
(3,813
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
(65,331
|
)
|
|
72,160
|
|
|
(424
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
7,828
|
|
|
(62,173
|
)
|
|
14,046
|
|
|||
Cash and cash equivalents
|
|
|
|
|
|
|
||||||
Beginning of period
|
|
1,089
|
|
|
63,262
|
|
|
49,216
|
|
|||
End of period
|
|
$
|
8,917
|
|
|
$
|
1,089
|
|
|
$
|
63,262
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
||||||
Interest paid
|
|
$
|
28,081
|
|
|
$
|
23,970
|
|
|
$
|
24,351
|
|
Cash paid for income taxes, net
|
|
8,210
|
|
|
4,310
|
|
|
12,917
|
|
|||
Non-cash investing and financing transactions
|
|
|
|
|
|
|
||||||
Accrued purchases of property and equipment
|
|
505
|
|
|
1,968
|
|
|
—
|
|
|||
Assets acquired under capital lease obligations
|
|
15,089
|
|
|
2,342
|
|
|
3,929
|
|
|||
Consideration transferred in connection with the Merger
|
|
—
|
|
|
453,390
|
|
|
—
|
|
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.
|
Buildings and improvements
|
|
10–30 years
|
Leasehold improvements
|
|
Lesser of life of the asset or remaining
|
|
|
lease term, and not to exceed 15 years
|
Furniture, fixtures and equipment
|
|
2–10 years
|
Vehicles
|
|
4–10 years
|
|
|
Pro Forma Year Ended December 31,
|
||||||
(in thousands)
|
|
2015
|
|
2014
|
||||
Net sales
|
|
$
|
2,890,163
|
|
|
$
|
2,819,398
|
|
Net income
|
|
15,098
|
|
|
56,710
|
|
||
Basic net income per share
|
|
0.23
|
|
|
0.87
|
|
||
Diluted net income per share
|
|
0.23
|
|
|
0.86
|
|
(in thousands)
|
|
2016
|
|
2015
|
||||
Trade receivables
|
|
$
|
323,725
|
|
|
$
|
311,932
|
|
Allowance for doubtful accounts
|
|
(4,162
|
)
|
|
(2,357
|
)
|
||
Other allowances
|
|
(6,259
|
)
|
|
(6,399
|
)
|
||
|
|
$
|
313,304
|
|
|
$
|
303,176
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at January 1
|
|
$
|
2,357
|
|
|
$
|
1,560
|
|
|
$
|
1,259
|
|
Write-offs
|
|
(2,186
|
)
|
|
(558
|
)
|
|
(488
|
)
|
|||
Recoveries
|
|
2,587
|
|
|
236
|
|
|
139
|
|
|||
Increase (decrease) in allowance
|
|
1,404
|
|
|
1,119
|
|
|
650
|
|
|||
Balance at December 31
|
|
$
|
4,162
|
|
|
$
|
2,357
|
|
|
$
|
1,560
|
|
(in thousands)
|
|
2016
|
|
2015
|
||||
Land
|
|
$
|
57,693
|
|
|
$
|
58,757
|
|
Buildings and improvements
|
|
93,252
|
|
|
90,429
|
|
||
Leasehold improvements
|
|
17,610
|
|
|
10,934
|
|
||
Furniture, fixtures and equipment
|
|
136,513
|
|
|
115,861
|
|
||
Vehicles
|
|
97,119
|
|
|
87,307
|
|
||
Construction-in-progress
|
|
12,574
|
|
|
16,349
|
|
||
|
|
414,761
|
|
|
379,637
|
|
||
Less: Accumulated depreciation
|
|
(128,020
|
)
|
|
(83,659
|
)
|
||
|
|
$
|
286,741
|
|
|
$
|
295,978
|
|
|
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
|
|
(in thousands)
|
|
|
||
2017
|
|
$
|
15,000
|
|
2018
|
|
13,046
|
|
|
2019
|
|
12,957
|
|
|
2020
|
|
12,957
|
|
|
2021
|
|
12,957
|
|
|
Thereafter
|
|
100,298
|
|
|
|
|
$
|
167,215
|
|
(in thousands)
|
|
2016
|
|
2015
|
||||
Accrued payroll and other employee related expenses
|
|
$
|
41,728
|
|
|
$
|
42,776
|
|
Accrued taxes
|
|
19,083
|
|
|
19,744
|
|
||
Advances from customers
|
|
10,062
|
|
|
10,133
|
|
||
Accrued rebates payable
|
|
2,564
|
|
|
1,840
|
|
||
Accrued warranty reserve
|
|
1,813
|
|
|
1,762
|
|
||
Unfavorable leases
|
|
789
|
|
|
789
|
|
||
Accrued professional fees
|
|
727
|
|
|
2,442
|
|
||
Accrued lending fees
|
|
186
|
|
|
2,520
|
|
||
Other
|
|
11,834
|
|
|
9,882
|
|
||
|
|
$
|
88,786
|
|
|
$
|
91,888
|
|
(in thousands)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Senior secured notes, due 2024
|
|
$
|
350,000
|
|
|
$
|
—
|
|
Senior secured notes, due 2018
|
|
—
|
|
|
250,000
|
|
||
Revolving credit agreement
|
|
—
|
|
|
152,260
|
|
||
Other
|
|
2,963
|
|
|
6,266
|
|
||
|
|
352,963
|
|
|
408,526
|
|
||
Unamortized debt issuance costs related to senior secured notes
|
|
(6,474
|
)
|
|
(4,869
|
)
|
||
Unamortized original issue discount
|
|
—
|
|
|
(664
|
)
|
||
|
|
346,489
|
|
|
402,993
|
|
||
Less: Current portion of long-term debt
|
|
1,662
|
|
|
2,777
|
|
||
|
|
$
|
344,827
|
|
|
$
|
400,216
|
|
(in thousands)
|
|
2016
|
|
2015
|
||||
Unfavorable leases
|
|
$
|
2,907
|
|
|
$
|
3,696
|
|
Long-term deferred rent
|
|
3,170
|
|
|
774
|
|
||
Long-term severance reserve
|
|
232
|
|
|
1,986
|
|
||
Other
|
|
700
|
|
|
378
|
|
||
|
|
$
|
7,009
|
|
|
$
|
6,834
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
16,713
|
|
|
$
|
(4,202
|
)
|
|
$
|
3,765
|
|
State
|
|
1,124
|
|
|
405
|
|
|
1,150
|
|
|||
|
|
17,837
|
|
|
(3,797
|
)
|
|
4,915
|
|
|||
Deferred
|
|
|
|
|
|
|
||||||
Federal
|
|
(3,049
|
)
|
|
(4,176
|
)
|
|
(69,281
|
)
|
|||
State
|
|
(522
|
)
|
|
(1,716
|
)
|
|
(1,211
|
)
|
|||
|
|
(3,571
|
)
|
|
(5,892
|
)
|
|
(70,492
|
)
|
|||
|
|
$
|
14,266
|
|
|
$
|
(9,689
|
)
|
|
$
|
(65,577
|
)
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Federal statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal tax
|
|
2.7
|
|
|
1.7
|
|
|
4.1
|
|
Nondeductible capitalized transaction costs
|
|
1.4
|
|
|
(16.2
|
)
|
|
—
|
|
Nondeductible compensation expense
|
|
0.5
|
|
|
—
|
|
|
—
|
|
Nondeductible (permanent) items
|
|
1.0
|
|
|
(3.0
|
)
|
|
0.6
|
|
IRC Section 199 manufacturing deduction
|
|
(3.5
|
)
|
|
—
|
|
|
—
|
|
Changes in tax rates
|
|
1.6
|
|
|
(6.2
|
)
|
|
—
|
|
Changes related to IRC section 382 limitations
|
|
(3.9
|
)
|
|
55.5
|
|
|
—
|
|
Excess windfall benefit of stock compensation
|
|
(3.7
|
)
|
|
—
|
|
|
—
|
|
Other items
|
|
0.5
|
|
|
(0.1
|
)
|
|
(2.6
|
)
|
Valuation allowance
|
|
—
|
|
|
—
|
|
|
(267.6
|
)
|
Effective tax rate
|
|
31.6
|
%
|
|
66.7
|
%
|
|
(230.5
|
)%
|
(in thousands)
|
|
2016
|
|
2015
|
||||
Deferred tax assets related to:
|
|
|
|
|
||||
Accounts receivable
|
|
$
|
2,951
|
|
|
$
|
3,780
|
|
Inventory
|
|
2,857
|
|
|
4,725
|
|
||
Goodwill and intangibles
|
|
—
|
|
|
—
|
|
||
Accrued compensation
|
|
6,044
|
|
|
5,462
|
|
||
Insurance reserves
|
|
17,126
|
|
|
14,186
|
|
||
Stock-based compensation
|
|
3,210
|
|
|
2,759
|
|
||
Restructuring reserves
|
|
1,868
|
|
|
4,008
|
|
||
Other accrued liabilities
|
|
665
|
|
|
918
|
|
||
Federal net operating loss carryforward
|
|
30,664
|
|
|
32,361
|
|
||
State net operating loss carryforward
|
|
5,593
|
|
|
5,036
|
|
||
Other
|
|
2,398
|
|
|
283
|
|
||
|
|
73,376
|
|
|
73,518
|
|
||
Valuation allowance
|
|
(125
|
)
|
|
(126
|
)
|
||
Total deferred tax assets
|
|
73,251
|
|
|
73,392
|
|
||
|
|
|
|
|
||||
Deferred tax liabilities related to:
|
|
|
|
|
||||
Goodwill and intangibles
|
|
(31,808
|
)
|
|
(32,452
|
)
|
||
Property and equipment
|
|
(38,836
|
)
|
|
(42,261
|
)
|
||
Other assets
|
|
(2,057
|
)
|
|
(1,700
|
)
|
||
Total deferred tax liabilities
|
|
(72,701
|
)
|
|
(76,413
|
)
|
||
Net deferred tax asset (liability)
|
|
$
|
550
|
|
|
$
|
(3,021
|
)
|
•
|
$39.3 million
in 2028;
|
•
|
$17.3 million
in 2029; and
|
•
|
$31.2 million
in years 2030 through 2034.
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at January 1,
|
|
$
|
126
|
|
|
$
|
—
|
|
|
$
|
75,248
|
|
Additions charged to expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Additions charged to Goodwill/Purchase Accounting
|
|
—
|
|
|
126
|
|
|
—
|
|
|||
Deductions - other
|
|
(1
|
)
|
|
—
|
|
|
(75,248
|
)
|
|||
Balance at December 31,
|
|
$
|
125
|
|
|
$
|
126
|
|
|
$
|
—
|
|
(in thousands)
|
|
2016
|
|
2015
|
||||
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
|
|
—
|
|
|
3,224
|
|
||
Settlements with taxing authorities
|
|
—
|
|
|
—
|
|
||
Lapse of applicable statute of limitations
|
|
—
|
|
|
—
|
|
||
Balance at December 31,
|
|
$
|
—
|
|
|
$
|
3,224
|
|
(in thousands)
|
|
Capital
Leases |
|
Operating
Leases |
|
||||
2017
|
|
$
|
10,460
|
|
|
$
|
27,668
|
|
|
2018
|
|
7,818
|
|
|
22,894
|
|
|
||
2019
|
|
6,354
|
|
|
20,202
|
|
|
||
2020
|
|
4,887
|
|
|
14,351
|
|
|
||
2021
|
|
1,702
|
|
|
12,453
|
|
|
||
Thereafter
|
|
1,320
|
|
|
37,607
|
|
|
||
|
|
32,541
|
|
|
$
|
135,175
|
|
(a)
|
|
Less: Amounts representing interest
|
|
(2,467
|
)
|
|
|
|
|||
Total obligation under capital leases
|
|
30,074
|
|
|
|
|
|||
Less: Current portion of capital lease obligation
|
|
(9,493
|
)
|
|
|
|
|||
Long term capital lease obligation
|
|
$
|
20,581
|
|
|
|
|
|
2016
|
|
2015
|
||
Expected dividend yield
|
0
|
%
|
|
0
|
%
|
Expected volatility factor (a)
|
44
|
%
|
|
44
|
%
|
Risk-free interest rate (b)
|
1
|
%
|
|
2
|
%
|
Expected term (in years) (c)
|
6.0
|
|
|
6.0
|
|
(c)
|
The expected term was derived utilizing the "simplified method" in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 110, which uses the mid-point between the vesting date and the expiration date of the
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Stock options
|
|
$
|
1,050
|
|
|
$
|
42
|
|
|
$
|
—
|
|
Restricted stock
|
|
1,559
|
|
|
2,607
|
|
|
3,410
|
|
|||
Restricted stock units
|
|
4,185
|
|
|
100
|
|
|
—
|
|
|||
Performance-based restricted stock units
|
|
458
|
|
|
—
|
|
|
—
|
|
|||
Stock based compensation
|
|
$
|
7,252
|
|
|
$
|
2,749
|
|
|
$
|
3,410
|
|
|
|
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, 2013
|
|
893
|
|
|
$
|
7.25
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
264
|
|
|
11.66
|
|
|
—
|
|
|
—
|
|
||
Vested
|
|
(408
|
)
|
|
4.95
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
|
(43
|
)
|
|
8.97
|
|
|
—
|
|
|
—
|
|
||
December 31, 2014
|
|
706
|
|
|
10.15
|
|
|
—
|
|
|
—
|
|
||
Legacy SBS restricted stock units assumed
|
|
—
|
|
|
—
|
|
|
318
|
|
|
16.99
|
|
||
Granted
|
|
206
|
|
|
17.15
|
|
|
—
|
|
|
—
|
|
||
Vested
|
|
(279
|
)
|
|
9.07
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
|
(178
|
)
|
|
11.37
|
|
|
(36
|
)
|
|
16.99
|
|
||
December 31, 2015
|
|
455
|
|
|
13.51
|
|
|
282
|
|
|
16.99
|
|
||
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
|
|
|
|
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
|
|
|
7.2
|
|
$
|
4,728
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at December 31, 2016
|
|
884
|
|
|
$
|
14.85
|
|
|
6.9
|
|
$
|
4,382
|
|
|
|
|
|
|
|
|
|
|
|||||
Vested and expected to vest at December 31, 2016
|
|
1,024
|
|
|
$
|
15.15
|
|
|
7.2
|
|
$
|
4,728
|
|
(in thousands, except period data)
|
|
Unrecognized Compensation Cost
|
|
Weighted Average Remaining Period of Expense Recognition
(in years)
|
||
Stock options
|
|
$
|
550
|
|
|
1.4
|
Restricted stock
|
|
673
|
|
|
1.1
|
|
Restricted stock units
|
|
2,771
|
|
|
1.4
|
|
Performance-based restricted stock units
|
|
1,335
|
|
|
2.2
|
|
|
|
$
|
5,329
|
|
|
|
|
|
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
|
|
|
|
Year Ended December 31, 2014
|
|
December 31, 2014
|
|||||||||||||||
(in thousands)
|
|
Net Sales
|
|
Gross Profit
|
|
Depreciation & Amortization
|
|
Adjusted EBITDA
|
|
Total Assets
|
|||||||||
Geographic divisions
|
|
1,311,498
|
|
|
295,074
|
|
|
14,906
|
|
|
98,933
|
|
|
487,027
|
|
||||
Other reconciling items
|
|
—
|
|
|
—
|
|
|
551
|
|
|
(21,664
|
)
|
|
94,826
|
|
||||
|
|
$
|
1,311,498
|
|
|
$
|
295,074
|
|
|
$
|
15,457
|
|
|
|
|
$
|
581,853
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Income (loss) before income taxes
|
|
$
|
45,146
|
|
|
$
|
(14,520
|
)
|
|
$
|
28,455
|
|
Interest expense
|
|
30,131
|
|
|
27,552
|
|
|
27,090
|
|
|||
Depreciation and amortization
|
|
68,680
|
|
|
24,589
|
|
|
15,457
|
|
|||
Impairment of assets
|
|
11,928
|
|
|
—
|
|
|
134
|
|
|||
Merger and integration costs
|
|
15,340
|
|
|
22,993
|
|
|
—
|
|
|||
Inventory step-up charges
|
|
2,884
|
|
|
10,285
|
|
|
—
|
|
|||
Non-cash stock compensation expense
|
|
7,252
|
|
|
2,749
|
|
|
3,410
|
|
|||
Loss on debt extinguishment
|
|
12,529
|
|
|
—
|
|
|
—
|
|
|||
Headquarters relocation (a)
|
|
—
|
|
|
3,865
|
|
|
2,054
|
|
|||
Insurance reserve adjustments and casualty fire loss
|
|
—
|
|
|
3,026
|
|
|
669
|
|
|||
Loss portfolio transfer
|
|
—
|
|
|
2,826
|
|
|
—
|
|
|||
Acquisition costs and other items
|
|
—
|
|
|
2,677
|
|
|
—
|
|
|||
Adjusted EBITDA of other reconciling items
|
|
50,726
|
|
|
36,872
|
|
|
21,664
|
|
|||
Adjusted EBITDA of geographic divisions reportable segment
|
|
$
|
244,616
|
|
|
$
|
122,914
|
|
|
$
|
98,933
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Structural components
|
|
$
|
471,619
|
|
|
$
|
249,371
|
|
|
$
|
205,036
|
|
Lumber & lumber sheet goods
|
|
921,304
|
|
|
459,446
|
|
|
428,084
|
|
|||
Millwork, doors & windows
|
|
898,769
|
|
|
442,675
|
|
|
328,063
|
|
|||
Other building products & services
|
|
802,051
|
|
|
425,254
|
|
|
350,315
|
|
|||
Total net sales
|
|
$
|
3,093,743
|
|
|
$
|
1,576,746
|
|
|
$
|
1,311,498
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per share amounts)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Income (loss) attributable to common stockholders
|
|
$
|
30,880
|
|
|
$
|
(4,831
|
)
|
|
$
|
94,032
|
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding, basic
|
|
66,055
|
|
|
41,260
|
|
|
38,828
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Restricted stock
|
|
207
|
|
|
—
|
|
|
463
|
|
|||
Restricted stock units
|
|
129
|
|
|
—
|
|
|
—
|
|
|||
Stock options
|
|
218
|
|
|
—
|
|
|
—
|
|
|||
Weighted average common shares outstanding, diluted
|
|
66,609
|
|
|
41,260
|
|
|
39,291
|
|
|||
|
|
|
|
|
|
|
||||||
Basic income (loss) per common share
|
|
$
|
0.47
|
|
|
$
|
(0.12
|
)
|
|
$
|
2.42
|
|
Diluted income (loss) per common share
|
|
$
|
0.46
|
|
|
$
|
(0.12
|
)
|
|
$
|
2.39
|
|
|
|
Year Ended December 31,
|
|||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|||
Stock options
|
|
469
|
|
|
1,228
|
|
|
—
|
|
Restricted stock
|
|
—
|
|
|
455
|
|
|
—
|
|
Restricted stock units
|
|
5
|
|
|
282
|
|
|
—
|
|
|
|
2016
|
||||||||||||||
(in thousands, except per share amounts)
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
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
|
|
|
|
2015
|
||||||||||||||
(in thousands, except per share amounts)
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
Net sales
|
|
$
|
292,826
|
|
|
$
|
357,287
|
|
|
$
|
416,471
|
|
|
$
|
510,162
|
|
Gross profit
|
|
66,697
|
|
|
83,818
|
|
|
97,101
|
|
|
113,794
|
|
||||
Net (loss) income
|
|
(3,561
|
)
|
|
2,125
|
|
|
4,047
|
|
|
(7,442
|
)
|
||||
Basic (loss) income per share
|
|
$
|
(0.09
|
)
|
|
$
|
0.05
|
|
|
$
|
0.10
|
|
|
$
|
(0.16
|
)
|
Diluted (loss) income per share
|
|
$
|
(0.09
|
)
|
|
$
|
0.05
|
|
|
$
|
0.10
|
|
|
$
|
(0.16
|
)
|
1.
|
The list of consolidated financial statements and related notes, together with the reports of PricewaterhouseCoopers LLP and KPMG LLP, appear in Part II, Item 8 "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K and are hereby incorporated by reference.
|
2.
|
Financial statement schedules have been omitted because they are not applicable, not material or the required information is otherwise included.
|
3.
|
The following documents are filed, furnished or incorporated by reference as exhibits to this report as required by Item 601 of Regulation S-K.
|
Exhibit No.
|
|
Description
|
2.1
|
|
Agreement and Plan of Merger, dated as of June 2, 2015, by and between Stock Building Supply Holdings, Inc. and Building Materials Holding Corporation (incorporated by reference to Exhibit 2.1 to the Form 8-K filed with the SEC on June 5, 2015 in Commission File No. 001-36050)
|
3.1
|
|
Amended and Restated Certificate of Incorporation (incorporated by reference to Annex C to the definitive Joint Proxy and Consent Solicitation Statement/Prospectus filed with the SEC on November 2, 2015 in Commission File No. 333-206421)
|
3.2
|
|
Amended and Restated Bylaws of Stock Building Supply Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on August 15, 2013 in Commission File No. 001-36050)
|
4.1
|
|
Form of stock certificate (incorporated by reference to Exhibit 4.1 to the Stock Building Supply Holdings, Inc. Registration Statement on Form S-1, as amended, filed with the Commission on June 14, 2013 in Commission File No. 333-189368)
|
4.2
|
|
Indenture, dated as of September 20, 2013, by and among Building Materials Holding Corporation, the guarantors party thereto and Wilmington Trust, National Association, as trustee, governing Building Materials Holding Corporation’s 9.0% Senior Secured Notes due 2018 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 7, 2015 in Commission File No. 001-36050)
|
4.3
|
|
First Supplemental Indenture, dated as of June 1, 2015, by and among VNS Corporation, ProCon Construction Services, LLC, TrussMart Building Components, LLC and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 7, 2015 in Commission File No. 001-36050)
|
4.4
|
|
Second Supplemental Indenture, dated as of December 1, 2015, by and among BMC Stock Holdings, Inc., certain subsidiaries of BMC Stock Holdings, Inc. parties thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 7, 2015 in Commission File No. 001-36050)
|
4.5
|
|
Indenture, dated as of September 15, 2016, among BMC East, LLC, the Guarantors named therein and Wilmington Trust, National Association, as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 16, 2016 in Commission File No. 001-36050).
|
10.1
|
|
Amended and Restated Professional Services Agreement, dated as of June 13, 2013, by and between Glendon Partners, Inc. and Stock Building Supply Holdings, Inc. (incorporated by reference to Exhibit 10.11 to the Stock Building Supply Holdings, Inc. Registration Statement on Form S-1, as amended, filed with the Commission on June 14, 2013 in Commission File No. 333-189368)
|
10.2
|
|
Amended and Restated Employment Agreement, dated as of April 1, 2016, by and between Peter C. Alexander and BMC Stock Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the Commission on April 7, 2016 in Commission File No. 001-36050)
|
10.3
|
|
Employment Agreement Amendment, dated as of June 2, 2015, by and between James F. Major, Jr. and Stock Building Supply Holdings, Inc. (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed with the Commission on June 5, 2015 in Commission File No. 001-36050)
|
10.4
|
|
Employment Agreement Amendment, dated as of June 2, 2015, by and between Lisa M. Hamblet and Stock Building Supply Holdings, Inc. (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 8-K filed with the Commission on June 5, 2015 in Commission File No. 001-36050)
|
Exhibit No.
|
|
Description
|
10.5
|
|
Employment Agreement Amendment, dated as of June 2, 2015, by and between C. Lowell Ball and Stock Building Supply Holdings, Inc. (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 8-K filed with the Commission on June 5, 2015 in Commission File No. 001-36050)
|
10.6
|
|
Amended and Restated Employment Agreement, dated as of August 1, 2010, by and between Paul Street and Building Materials Holding Corporation
|
10.7
|
|
Offer of Employment, dated as of October 16, 2015, by and between Thomas J. Barnes and Building Materials Holding Corporation
|
10.8
|
|
Supplemental Retention Agreement, dated as of February 22, 2016, by and between Thomas J. Barnes and BMC Stock Holdings, Inc.
|
10.9
|
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.20 to the Stock Building Supply Holdings, Inc. Registration Statement on Form S-1, as amended, filed with the Commission on June 14, 2013 in Commission File No. 333-189368)
|
10.10
|
|
Form of Stock Building Supply Holdings, Inc. 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.21 to the Stock Building Supply Holdings, Inc. Registration Statement on Form S-1, as amended, filed with the Commission on June 14, 2013 in Commission File No. 333-189368)
|
10.11
|
|
Amendment to the Stock Building Supply Holdings, Inc. 2013 Incentive Compensation Plan, (incorporated by reference to Annex B to the definitive Joint Proxy and Consent Solicitation Statement/Prospectus filed with the SEC on November 2, 2015 in Commission File No. 333-206421)
|
10.12
|
|
Description of Management Incentive Plan for Executive Officers (incorporated by reference to Exhibit 10.24 to the Registrant's Annual Report on Form 10-K filed with the Commission on March 4, 2014 in Commission File No. 001-36050)
|
10.13
|
|
Form of Nonqualified Stock Option Agreement Pursuant to the Stock Building Supply Holdings, Inc. 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.23 to Amendment 2 to the Stock Building Supply Holdings, Inc. Registration Statement on Form S-1, as amended, filed with the Commission on July 29, 2013 in Commission File No. 333-189368)
|
10.14
|
|
Form of Restricted Stock Agreement Pursuant to the Stock Building Supply Holdings, Inc. 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.24 to Amendment 2 to the Stock Building Supply Holdings, Inc. Registration Statement on Form S-1, as amended, filed with the Commission on July 29, 2013 in Commission File No. 333-189368)
|
10.15
|
|
Form of Restricted Stock Unit Agreement Pursuant to the Stock Building Supply Holdings, Inc. 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.25 to Amendment 2 to the Stock Building Supply Holdings, Inc. Registration Statement on Form S-1, as amended, filed with the Commission on July 29, 2013 in Commission File No. 333-189368)
|
10.16
|
|
Second Amended and Restated Senior Secured Credit Agreement, dated as of December 1, 2015, by and among Building Materials Holding Corporation, Stock Building Supply Holdings, Inc., certain subsidiaries of Building Materials Holding Corporation and Stock Building Supply Holdings, Inc. parties thereto, Wells Fargo Capital Finance, LLC as agent for the lenders, joint lead arranger, and joint book runner, Goldman Sachs Bank USA, as joint lead arranger and joint book runner, and the lenders parties thereto (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 7, 2015 in Commission File No. 001-36050)
|
10.17
|
|
Amendment Number One to Second Amended and Restated Senior Secured Credit Agreement and Consent, dated as of January 28, 2016, by and among BMC Stock Holdings, Inc., as parent, the subsidiaries of parent party thereto, as borrowers, the lenders party thereto, and Wells Fargo Capital Finance, LLC, as agent for the lenders (incorporated by reference to Exhibit 10.18 to the Registrant's Annual Report on Form 10-K filed with the Commission on March 15, 2016 in Commission File No. 001-36050)
|
10.18
|
|
Amendment Number Two to Second Amended and Restated Senior Secured Credit Agreement and Amendment Number One to Second Amended and Restated Security Agreement, dated as of September 15, 2016, by and among BMC Stock Holdings, Inc., the subsidiaries party thereto, the lenders identified on the signature page thereto and Wells Fargo Capital Finance, LLC, as agent for the lenders (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 16, 2016 in Commission File No. 001-36050).
|
10.19
|
|
Registration Rights Agreement, effective as of December 1, 2015, by and among Stock Building Supply Holdings, Inc. and certain stockholders affiliated with Davidson Kempner Capital Management LP, Robotti & Company Advisors, LLC and The Gores Group, LLC (incorporated by reference to Annex G to the definitive Joint Proxy and Consent Solicitation Statement/Prospectus filed with the SEC on November 2, 2015 in Commission File No. 333-206421)
|
10.20
|
|
First Supplement to the Registration Rights Agreement, dated as of May 18, 2016, by and among the Registrant and certain stockholders affiliated with Davidson Kempner Capital Management LP, Robotti & Company Advisors, LLC and The Gores Group, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 24, 2016 in Commission File No. 001-36050).
|
Exhibit No.
|
|
Description
|
16.1
|
|
Letter from KPMG LLP to the U.S. Securities and Exchange Commission (incorporated by reference to Exhibit 16.1 to the Registrant’s Form 8-K filed with the Commission on December 21, 2015 in Commission File No. 001-36050)
|
21.1
|
|
List of subsidiaries of BMC Stock Holdings, Inc.
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP
|
23.2
|
|
Consent of KPMG LLP
|
24.1
|
|
Powers of Attorney (included on the signature page)
|
31.1
|
|
Certification by Peter C. Alexander, President and Chief Executive Officer, pursuant to Exchange Act Rule 13a-14/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
|
Certification by James F. Major, Jr., Executive Vice President, Chief Financial Officer and Treasurer, pursuant to Exchange Act Rule 13a-14/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
BMC STOCK HOLDINGS, INC.
|
|
Date:
|
March 1, 2017
|
By:
|
/s/ James F. Major, Jr.
|
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
|
|
(Principal financial officer and duly authorized officer)
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Peter C. Alexander
|
President and Chief Executive Officer (principal executive officer)
|
March 1, 2017
|
Peter C. Alexander
|
|
|
|
|
|
/s/ James F. Major, Jr.
|
Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer)
|
March 1, 2017
|
James F. Major, Jr.
|
|
|
|
|
|
/s/ Noah Gay
|
Senior Vice President and Chief Accounting Officer (principal accounting officer)
|
March 1, 2017
|
Noah Gay
|
|
|
|
|
|
/s/ David Bullock
|
Director and Chairman of the Board
|
March 1, 2017
|
David Bullock
|
|
|
|
|
|
/s/ Barry J. Goldstein
|
Director
|
March 1, 2017
|
Barry J. Goldstein
|
|
|
|
|
|
/s/ David L. Keltner
|
Director
|
March 1, 2017
|
David L. Keltner
|
|
|
|
|
|
/s/ Michael Miller
|
Director
|
March 1, 2017
|
Michael Miller
|
|
|
|
|
|
/s/ James O'Leary
|
Director
|
March 1, 2017
|
James O'Leary
|
|
|
|
|
|
/s/ Jeffrey G. Rea
|
Director
|
March 1, 2017
|
Jeffrey G. Rea
|
|
|
|
|
|
/s/ Carl R. Vertuca, Jr.
|
Director
|
March 1, 2017
|
Carl R. Vertuca, Jr.
|
|
1.
|
Purpose
.
The purpose of this Corporate Annual Cash Incentive Plan for 2010 (the “Plan”) of Building Materials Holding Corporation, a Delaware corporation doing business as BMC SELECT (the “Company”), is to advance the interests of the Company and its stockholders by authorizing the grant and payment of annual cash incentive awards based on the performance of the Company and achievement of expense control targets in order to attract, retain, motivate and reward certain employees of the Company and its subsidiaries and to increase the value of the Company by aligning the interests of the employees participating hereunder with those of the Company’s stockholders.
|
2.
|
Administration
.
|
2.1
|
Authority of the Committee
. Except as otherwise provided below, the Plan shall be administered by the Committee. The Committee shall have full and final authority to take the following actions, in each case subject to and consistent with the provisions of the Plan:
|
(i)
|
to select persons to whom an Award may be granted;
|
(ii)
|
to determine a participation Level for each Participant;
|
(iii)
|
to establish SGA goals pursuant to which Participants may be eligible for an SGA Award;
|
(iv)
|
to determine whether SGA goals have been met;
|
(v)
|
to determine which Performance Target Level, if any, the Company has achieved hereunder; and
|
(vi)
|
to make all other decisions and determinations as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration of the Plan.
|
2.2
|
Manner of Exercise of Committee Authority
. Any action of the Committee with respect to the Plan shall be final, conclusive and binding on all Participants and the Company. If not specified in the Plan, the time at which the Committee must or may make any determination shall be determined by the Committee.
|
3.
|
Eligibility
.
Full-time employees of the Company and its subsidiaries who work out of the Company’s Corporate Office are eligible to be Participants in the Plan. In addition, a Participant must be an active employee of the Company on December 31, 2010 and on the Award Payment Date in order to receive an Annual Incentive Award. Full time employees of the Company and its subsidiaries who work out of the Company’s Corporate Office and become employees after January 1, 2010 or who are on an approved leave-of-absence on December 31, 2010 or the Award Payment Date, or who take an approved leave-of-absence during the Plan year, may receive a pro rated Annual Incentive Award in the sole discretion of the Committee.
|
4.
|
Specific Terms of Awards
.
|
4.1
|
General
. Awards may be granted on the terms and conditions set forth in this Section 4. In addition, the Committee may impose on any Award or the exercise thereof such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine.
|
4.2
|
Forfeiture
. Termination of employment before the Award Payment Date shall result in forfeiture of any Annual Incentive Award hereunder.
|
4.3
|
Performance Incentive Opportunity is Based on Company Financial Performance
. The Board has determined that if the Company meets certain financial performance targets, then a Performance Incentive will be available to Participants under the terms of the Plan. The Company’s Plan Year EBITDA performance will create a Performance Incentive opportunity as follows:
|
(c)
|
if the Company breaks even or has positive EBITDA, then the
|
Incentive Pool
|
|
Performance Target Level
|
|
|
$400,000.00
|
|
Threshold Level
|
|
$800,000.00
|
|
Budget Level
|
|
$1,732,000.00
|
|
Target Level
|
4.4
|
SGA Incentive Opportunity is Based on Achievement of Company Goals to Control Expenses
. The Board has determined that if the Company meets certain SGA targets, then an SGA Incentive will be available to Participants, irrespective of whether the Company has achieved any of its Performance Target Levels. The aggregate pool of Incentive funds available for such distribution hereunder is
|
4.5
|
Determination of Award Qualification; Payment Date
. No Awards shall be authorized for distribution until the Board has determined the financial position and condition of the Company warrants distribution hereunder. Thereafter, final authorization by the Compensation Committee of the Board of Directors and payment of the Performance Incentive (if any) and SGA Incentive (if any) shall be made within the
|
4.6
|
Method of Payment
. Payment of an Award, or any part thereof, shall be made in the form of a cash lump sum. Payment will also be made in the same format as the Participant’s regular payroll, either direct deposit or live check.
|
4.7
|
Payments Subject to Taxes
. Payments made pursuant to this Plan are subject to all required federal, state and local withholding taxes.
|
4.8
|
409 Plan
. It is the intent of the parties that the provisions of this Plan conform to the requirements of Section 409A of the Code and any final Treasury Regulations or other authoritative guidance issued thereunder, if such Code section is applicable, and the Plan shall be so construed and interpreted. In the event that the Company determines in good faith that any provision of this Plan does not comply with Section 409A of the Code, the Company may amend this Plan to the minimum extent necessary to cause the Plan to comply. In the event that the Company determines in good faith that payment of an Award hereunder would violate Section 409A of the Code, then such Award instead shall be paid on the date Participant incurs a separation from service from the Company as defined in Section 409A(a)(2)(A)(i) of the Code (or six months after such date if Section 409A(a)(2)(B)(i) of the Code applies).
|
4.9
|
No Alienation, Assignment or Encumbrance of Payments
. A Participant’s interest hereunder may not be alienated, assigned or encumbered, except by will, beneficiary designation, or the laws of descent and distribution, or as otherwise approved by the Company in writing.
|
4.10
|
No Employment Contract; No Effect on Other Plans
. This Plan shall not be deemed to be a contract of employment between the Company and Participant. Nothing contained herein shall give Participant the right to be retained in the employ of the Company or shall interfere with the right of the Company to discharge Participant at any time, with or without reason, for any reason or for no reason. This Plan does not affect Participant’s right to participate in any other plan or program sponsored by the Company, including without limitation, any discretionary Incentive that a Participant may be eligible to receive from time to time.
|
5.
|
Definitions
.
For purposes of this Plan, the following additional terms shall be defined as set forth below:
|
5.1
|
“
Annual Incentive Award
” or “
Award
” means a cash award pursuant to the provisions of the Plan, expressed as a percentage of a Participant’s Base Salary during the Plan Year, and may be composed of a Performance Award and an SGA Award.
|
5.2
|
“
Award Payment Date
” means the date on which Annual Incentive Awards are paid hereunder, which date shall be as soon as practicable after December 31, 2010, as further provided in Section 4 above.
|
5.3
|
“
Base Salary
” means the annual base salary of a Participant at the beginning of the Plan Year or at the time of hiring, if later.
|
5.4
|
“
Board
” means the Board of Directors of the Company as from time to time constituted.
|
5.5
|
“
Code
” means the Internal Revenue Code of 1986, as amended from time to time. References to any provision of the Code shall be deemed to include valid regulations promulgated thereunder and successor provisions and regulations thereto.
|
5.6
|
“
Committee
” means the Company’s CEO and VP of Human Resources.
|
5.7
|
“
EBITDA
” means earnings before income taxes, depreciation and amortization and restructuring charges.
|
5.8
|
“
Incentive Pool
” means the aggregate amount of funding available for all Annual Incentive Awards under the Plan for each Performance Target Level established by the Plan, as specified in Section 4 above.
|
5.9
|
“
Participant
” means a person eligible to become a Participant in the Plan pursuant to Section 3.
|
5.10
|
“
Participant Grant
” means the grant to the Participant authorized by the Committee that sets forth the Participation Level of the Participant in the Plan.
|
5.11
|
“
Participation Level
” means one of seven levels (1 through 7) at which a given Participant is eligible, and which is determined by the Committee based on the Participant’s position with the Company and Base Salary, as more particularly specified in Section 4.3
|
5.12
|
“
Performance Incentive
” means that portion of the Annual Incentive Award attributable to the Company’s achievement of certain Performance Target Levels hereunder.
|
5.13
|
“
Performance Target Levels
” means any of the Threshold Level, Budget Level and Target Level of the Company’s EBITDA performance for calendar year 2010, as more specifically provided in Section 4.3 above.
|
5.14
|
“
Performance Payout
” means the range of Performance Incentive Award amounts available to Participants at different Participation Levels, as specified in Section 4.3 above:
|
5.15
|
“
Plan
” means this Building Materials Holding Corporation Corporate (HQ) Annual Cash Incentive Plan 2010, as set forth in this instrument and as hereafter amended from time to time.
|
5.16
|
“
Plan Year
” means calendar year 2010.
|
5.17
|
“
SGA Incentive
” means that portion of the Annual Incentive Award attributable to achievement of certain selling, general and administrative expense (“SGA”) goals as may be hereafter established by the Committee, which will be paid from an aggregate pool of $200,000 established by the Board.
|
6.
|
Miscellaneous
.
|
6.1
|
Captions
. The captions of this Plan are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Plan or the intent of any provision hereof.
|
6.2
|
Severability
. Any provision of this Plan which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this paragraph, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Plan invalid, illegal or unenforceable in any other jurisdiction.
|
6.3
|
Effective Date; Plan Termination
. The Plan shall become effective as of the date so provided by the Board, and shall continue in effect until terminated by the Board.
|
/s/ Joe Barnes
|
|
10/28/2015
|
|
Joe Barnes
|
|
Date
|
|
|
State of Incorporation or Organization
|
BMC West, LLC
|
Delaware
|
BMC Texas Sales, LLC
|
Delaware
|
SelectBuild Construction, Inc.
|
Delaware
|
BMC Corporate Services, LLC
|
Delaware
|
BMC East, LLC
|
North Carolina
|
BMC Construction Services, LLC
|
Delaware
|
BMC Window & Door Southeast, LLC
|
Delaware
|
Coleman Floor, LLC
|
Delaware
|
Stock Building Supply Midwest, LLC
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K of BMC Stock Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
I have reviewed this annual report on Form 10-K of BMC Stock Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|