|
Delaware
|
26-4687975
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Two Lakeside Commons
980 Hammond Drive NE, Suite 500
Atlanta, Georgia 30328
|
|
(Address of principal executive offices, including zip code)
|
Common stock, par value $0.01 per share
|
|
The Nasdaq Stock Market LLC
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(Title of each class)
|
|
(Name of exchange on which registered)
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Large accelerated filer
|
x
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
o
|
|
|
Emerging growth company
|
o
|
|
|
|
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Item 1.
|
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Item 1A.
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Item 1B.
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||
Item 2.
|
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Item 3.
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Item 4.
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||
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Item 5
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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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;
|
•
|
the impact of potential changes in our customer or product sales mix;
|
•
|
our concentration of business in the Texas, California and Georgia markets;
|
•
|
the potential loss of significant customers or a reduction in the quantity of products they purchase;
|
•
|
seasonality and cyclicality of the building products supply and services industry;
|
•
|
competitive industry pressures and competitive pricing pressure from our customers and competitors;
|
•
|
fluctuation of commodity prices and 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;
|
•
|
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 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, market conditions 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;
|
•
|
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 health and safety laws and regulations;
|
•
|
the impact of disruptions to our information technology systems;
|
•
|
cybersecurity risks;
|
•
|
our exposure to losses if our insurance coverage is insufficient;
|
•
|
our ability to operate on multiple Enterprise Resource Planning ("ERP") information systems and convert multiple systems to a single system;
|
•
|
the impact of our indebtedness; and
|
•
|
the various financial covenants in our secured credit agreement and senior secured notes indenture.
|
•
|
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.
|
•
|
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;
|
•
|
changes in the frequency of coverage or the failure of research analysts to cover, or downgrades in analyst recommendations regarding, our common stock;
|
•
|
general economic, industry and market conditions;
|
•
|
strategic actions by us, our customers or our competitors, such as acquisitions or restructurings;
|
•
|
sales of common stock by us or members of our management team;
|
•
|
the granting or exercise of employee stock options or other equity compensation;
|
•
|
volume of trading in our common stock; 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, without stockholder approval, 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
|
2017
|
|
|
|
|
First quarter
|
|
$23.10
|
|
$17.45
|
Second quarter
|
|
$23.90
|
|
$19.27
|
Third quarter
|
|
$22.55
|
|
$18.20
|
Fourth quarter
|
|
$25.70
|
|
$20.10
|
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
|
|
Year Ended December 31,
|
||||||||||||||||||
(in thousands, except per share data)
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Statement of operations data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
3,365,968
|
|
|
$
|
3,093,743
|
|
|
$
|
1,576,746
|
|
|
$
|
1,311,498
|
|
|
$
|
1,210,156
|
|
Gross profit
|
795,515
|
|
|
741,965
|
|
|
361,410
|
|
|
295,074
|
|
|
256,547
|
|
|||||
Selling, general and administrative expenses
|
619,546
|
|
|
571,799
|
|
|
306,843
|
|
|
229,316
|
|
|
200,588
|
|
|||||
Net income (loss)
|
57,425
|
|
|
30,880
|
|
|
(4,831
|
)
|
|
94,032
|
|
|
21,655
|
|
|||||
Net income (loss) per share - basic
|
0.86
|
|
|
0.47
|
|
|
(0.12
|
)
|
|
2.42
|
|
|
0.57
|
|
|||||
Net income (loss) per share - diluted
|
$
|
0.85
|
|
|
$
|
0.46
|
|
|
$
|
(0.12
|
)
|
|
$
|
2.39
|
|
|
$
|
0.56
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of cash flows data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
93,934
|
|
|
$
|
106,888
|
|
|
$
|
743
|
|
|
$
|
30,732
|
|
|
$
|
15,357
|
|
Investing activities
|
(88,271
|
)
|
|
(33,729
|
)
|
|
(135,076
|
)
|
|
(16,262
|
)
|
|
(63,999
|
)
|
|||||
Financing activities
|
(2,830
|
)
|
|
(65,331
|
)
|
|
72,160
|
|
|
(424
|
)
|
|
96,098
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other financial data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
$
|
69,217
|
|
|
$
|
68,680
|
|
|
$
|
24,589
|
|
|
$
|
15,457
|
|
|
$
|
13,767
|
|
Capital expenditures
|
63,278
|
|
|
38,067
|
|
|
31,319
|
|
|
28,275
|
|
|
15,057
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance sheet data (at period end):
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current assets
|
$
|
734,137
|
|
|
$
|
666,942
|
|
|
$
|
613,960
|
|
|
$
|
358,095
|
|
|
$
|
323,262
|
|
Property and equipment, net of accumulated depreciation
|
295,820
|
|
|
286,741
|
|
|
295,978
|
|
|
140,435
|
|
|
122,930
|
|
|||||
Total assets
|
1,473,350
|
|
|
1,395,014
|
|
|
1,371,139
|
|
|
581,853
|
|
|
459,805
|
|
|||||
Total debt and capital lease obligations (including current portion)
|
371,636
|
|
|
376,563
|
|
|
426,840
|
|
|
263,449
|
|
|
257,276
|
|
|||||
Total stockholders' equity
|
746,899
|
|
|
680,601
|
|
|
628,932
|
|
|
179,078
|
|
|
82,229
|
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2017 Versus 2016
|
|
2017 Average Price
|
|
2016 Versus 2015
|
|
2016 Average Price
|
|
2015 Versus 2014
|
|
2015 Average Price
|
|||||||||
Framing lumber prices
|
|
19
|
%
|
|
$
|
413
|
|
|
5
|
%
|
|
$
|
346
|
|
|
(14
|
)%
|
|
$
|
330
|
|
Structural panel prices
|
|
18
|
%
|
|
$
|
437
|
|
|
1
|
%
|
|
$
|
370
|
|
|
(5
|
)%
|
|
$
|
365
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||||||||
(in thousands)
|
Net Sales
|
|
% of Sales
|
|
% Change vs. 2016
|
|
Net Sales
|
|
% of Sales
|
|
% Change vs. 2015
|
|
Net Sales
|
|
% of Sales
|
|||||||||||
Single-family homebuilders
|
$
|
2,523,572
|
|
|
75.0
|
%
|
|
11.6
|
%
|
|
$
|
2,262,124
|
|
|
73.1
|
%
|
|
79.7
|
%
|
|
$
|
1,258,938
|
|
|
79.8
|
%
|
Professional remodeling contractors
|
379,933
|
|
|
11.3
|
%
|
|
2.4
|
%
|
|
371,018
|
|
|
12.0
|
%
|
|
174.5
|
%
|
|
135,184
|
|
|
8.6
|
%
|
|||
Other (including multi-family & light commercial builders)
|
462,463
|
|
|
13.7
|
%
|
|
0.4
|
%
|
|
460,601
|
|
|
14.9
|
%
|
|
152.2
|
%
|
|
182,624
|
|
|
11.6
|
%
|
|||
Total net sales
|
$
|
3,365,968
|
|
|
100.0
|
%
|
|
8.8
|
%
|
|
$
|
3,093,743
|
|
|
100.0
|
%
|
|
96.2
|
%
|
|
$
|
1,576,746
|
|
|
100.0
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Net sales
|
|
$
|
3,365,968
|
|
|
100.0
|
%
|
|
$
|
3,093,743
|
|
|
100.0
|
%
|
|
$
|
1,576,746
|
|
|
100.0
|
%
|
Cost of sales
|
|
2,570,453
|
|
|
76.4
|
%
|
|
2,351,778
|
|
|
76.0
|
%
|
|
1,215,336
|
|
|
77.1
|
%
|
|||
Gross profit
|
|
795,515
|
|
|
23.6
|
%
|
|
741,965
|
|
|
24.0
|
%
|
|
361,410
|
|
|
22.9
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Selling, general and administrative expenses
|
|
619,546
|
|
|
18.4
|
%
|
|
571,799
|
|
|
18.5
|
%
|
|
306,843
|
|
|
19.5
|
%
|
|||
Depreciation expense
|
|
43,022
|
|
|
1.3
|
%
|
|
38,441
|
|
|
1.2
|
%
|
|
15,700
|
|
|
1.0
|
%
|
|||
Amortization expense
|
|
16,003
|
|
|
0.5
|
%
|
|
20,721
|
|
|
0.7
|
%
|
|
3,626
|
|
|
0.2
|
%
|
|||
Merger and integration costs
|
|
15,336
|
|
|
0.5
|
%
|
|
15,340
|
|
|
0.5
|
%
|
|
22,993
|
|
|
1.5
|
%
|
|||
Impairment of assets
|
|
435
|
|
|
0.0
|
%
|
|
11,928
|
|
|
0.4
|
%
|
|
—
|
|
|
0.0
|
%
|
|||
Income from operations
|
|
101,173
|
|
|
3.0
|
%
|
|
83,736
|
|
|
2.7
|
%
|
|
12,248
|
|
|
0.8
|
%
|
|||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense
|
|
(25,036
|
)
|
|
(0.7
|
)%
|
|
(30,131
|
)
|
|
(1.0
|
)%
|
|
(27,552
|
)
|
|
(1.7
|
)%
|
|||
Loss on debt extinguishment
|
|
—
|
|
|
0.0
|
%
|
|
(12,529
|
)
|
|
(0.4
|
)%
|
|
—
|
|
|
0.0
|
%
|
|||
Other income, net
|
|
5,690
|
|
|
0.2
|
%
|
|
4,070
|
|
|
0.1
|
%
|
|
784
|
|
|
0.0
|
%
|
|||
Income (loss) before income taxes
|
|
81,827
|
|
|
2.4
|
%
|
|
45,146
|
|
|
1.5
|
%
|
|
(14,520
|
)
|
|
(0.9
|
)%
|
|||
Income tax expense (benefit)
|
|
24,402
|
|
|
0.7
|
%
|
|
14,266
|
|
|
0.5
|
%
|
|
(9,689
|
)
|
|
(0.6
|
)%
|
|||
Net income (loss)
|
|
$
|
57,425
|
|
|
1.7
|
%
|
|
$
|
30,880
|
|
|
1.0
|
%
|
|
$
|
(4,831
|
)
|
|
(0.3
|
)%
|
|
|
2017
|
|
2016
|
|
|
|||||||||||
(in thousands)
|
|
Net Sales
|
|
% of Sales
|
|
Net Sales
|
|
% of Sales
|
|
% Change
|
|||||||
Structural components
|
|
$
|
522,619
|
|
|
15.5
|
%
|
|
$
|
461,761
|
|
|
14.9
|
%
|
|
13.2
|
%
|
Lumber & lumber sheet goods
|
|
1,114,219
|
|
|
33.1
|
%
|
|
938,563
|
|
|
30.3
|
%
|
|
18.7
|
%
|
||
Millwork, doors & windows
|
|
907,377
|
|
|
27.0
|
%
|
|
894,889
|
|
|
28.9
|
%
|
|
1.4
|
%
|
||
Other building products & services
|
|
821,753
|
|
|
24.4
|
%
|
|
798,530
|
|
|
25.9
|
%
|
|
2.9
|
%
|
||
Total net sales
|
|
$
|
3,365,968
|
|
|
100.0
|
%
|
|
$
|
3,093,743
|
|
|
100.0
|
%
|
|
8.8
|
%
|
•
|
selling, general and administrative expenses
increased
$47.7 million
, or
8.4%
, to
$619.5 million
, or
18.4%
of net sales, from
$571.8 million
, or
18.5%
of net sales, for the year ended
December 31, 2016
. Approximately $16.5 million of this increase related to increased shipping and handling costs to serve higher sales volumes related to existing operations, $12.5 million related to selling, general and administrative expenses of TexPly and Code Plus, $5.6 million related to an increase in the provision for workers' compensation claims and $5.5 million related to increased health care costs. The remaining increase was primarily due to costs associated with five newly-opened facilities of approximately $4.7 million.
|
•
|
depreciation expense
increased
$4.6 million
, or
11.9%
, to
$43.0 million
from
$38.4 million
during the year ended
December 31, 2016
. This increase primarily relates to replacements and additions of delivery fleet, material handling equipment and operating equipment.
|
•
|
amortization expense was
$16.0 million
compared to
$20.7 million
in the prior year. This decrease resulted from certain intangible assets that became fully amortized in 2016, partially offset by the amortization of intangible assets acquired in the Code Plus and TexPly acquisitions.
|
•
|
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
$15.3 million
for the year ended
December 31, 2016
. During the year ended December 31, 2017, the Company recognized approximately
$2.8 million
of expense related to the discontinuance of the new third-party software BMHC selected in 2013 for its planned Enterprise Resource Planning system ("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).
|
•
|
the Company recognized asset impairment charges of
$0.4 million
related to the write down of real estate held for sale to the lower of depreciated cost or estimated fair value less expected disposition costs. During the year ended December 31, 2016, the Company decided to integrate all operations under the ERP system utilized by Legacy SBS, 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.
|
|
|
2016
|
|
2015
|
|
|
|||||||||||
(in thousands)
|
|
Net Sales
|
|
% of Sales
|
|
Net Sales
|
|
% of Sales
|
|
% Change
|
|||||||
Structural components
|
|
$
|
461,761
|
|
|
14.9
|
%
|
|
$
|
249,371
|
|
|
15.8
|
%
|
|
85.2
|
%
|
Lumber & lumber sheet goods
|
|
938,563
|
|
|
30.3
|
%
|
|
459,446
|
|
|
29.1
|
%
|
|
104.3
|
%
|
||
Millwork, doors & windows
|
|
894,889
|
|
|
28.9
|
%
|
|
442,675
|
|
|
28.1
|
%
|
|
102.2
|
%
|
||
Other building products & services
|
|
798,530
|
|
|
25.9
|
%
|
|
425,254
|
|
|
27.0
|
%
|
|
87.8
|
%
|
||
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
.
|
(in thousands)
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
Cash and cash equivalents
|
|
$
|
11,750
|
|
|
$
|
8,917
|
|
Accounts receivable, net of allowances
|
|
322,892
|
|
|
313,304
|
|
||
Inventories, net
|
|
309,060
|
|
|
272,276
|
|
||
Other current assets
|
|
90,435
|
|
|
72,445
|
|
||
Accounts payable, accrued expenses and other current liabilities
|
|
(307,538
|
)
|
|
(291,657
|
)
|
||
Current portion of long-term debt and capital lease obligations
|
|
(7,739
|
)
|
|
(11,155
|
)
|
||
Total net current assets
|
|
$
|
418,860
|
|
|
$
|
364,130
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income (loss)
|
|
$
|
57,425
|
|
|
$
|
30,880
|
|
|
$
|
(4,831
|
)
|
Non-cash expenses
|
|
74,548
|
|
|
79,629
|
|
|
39,895
|
|
|||
Change in deferred income taxes
|
|
2,318
|
|
|
(3,571
|
)
|
|
(5,892
|
)
|
|||
Impairment of assets
|
|
435
|
|
|
11,928
|
|
|
—
|
|
|||
Loss on debt extinguishment
|
|
—
|
|
|
12,529
|
|
|
—
|
|
|||
Change in working capital and other assets and liabilities
|
|
(40,792
|
)
|
|
(24,507
|
)
|
|
(28,429
|
)
|
|||
Net cash provided by operating activities
|
|
$
|
93,934
|
|
|
$
|
106,888
|
|
|
$
|
743
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Purchases of property, equipment and real estate
|
|
$
|
(63,278
|
)
|
|
$
|
(38,067
|
)
|
|
$
|
(31,319
|
)
|
Purchases of businesses, net of cash acquired
|
|
(38,438
|
)
|
|
—
|
|
|
(149,485
|
)
|
|||
Proceeds from sale of property, equipment and real estate
|
|
13,445
|
|
|
3,187
|
|
|
3,280
|
|
|||
Insurance proceeds
|
|
—
|
|
|
1,151
|
|
|
—
|
|
|||
Change in restricted assets
|
|
—
|
|
|
—
|
|
|
36,106
|
|
|||
Cash acquired in the Merger
|
|
—
|
|
|
—
|
|
|
6,342
|
|
|||
Net cash used in investing activities
|
|
$
|
(88,271
|
)
|
|
$
|
(33,729
|
)
|
|
$
|
(135,076
|
)
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net proceeds from (repayments of) Revolver
|
|
$
|
4,462
|
|
|
$
|
(152,260
|
)
|
|
$
|
84,546
|
|
Payments on capital leases and other notes
|
|
(12,553
|
)
|
|
(12,103
|
)
|
|
(10,623
|
)
|
|||
Payments of debt issuance costs
|
|
(38
|
)
|
|
(7,011
|
)
|
|
(3,567
|
)
|
|||
Proceeds from issuance of Senior Notes
|
|
—
|
|
|
350,000
|
|
|
—
|
|
|||
Redemption of Extinguished Senior Notes
|
|
—
|
|
|
(250,000
|
)
|
|
—
|
|
|||
Proceeds from issuance of common stock, net of offering costs
|
|
—
|
|
|
13,776
|
|
|
—
|
|
|||
Payments of debt extinguishment costs
|
|
—
|
|
|
(8,438
|
)
|
|
—
|
|
|||
Borrowings under other notes
|
|
—
|
|
|
—
|
|
|
2,491
|
|
|||
Other financing activities, net
|
|
5,299
|
|
|
705
|
|
|
(687
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
$
|
(2,830
|
)
|
|
$
|
(65,331
|
)
|
|
$
|
72,160
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
(in millions)
|
|
Total
|
|
2018
|
|
2019-2020
|
|
2021-2022
|
|
Thereafter
|
||||||||||
Senior Notes obligations (1)
|
|
$
|
484.8
|
|
|
$
|
19.3
|
|
|
$
|
38.5
|
|
|
$
|
38.5
|
|
|
$
|
388.5
|
|
Revolver obligations (2)
|
|
5.1
|
|
|
0.2
|
|
|
4.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|||
Capital lease obligations (3)
|
|
24.4
|
|
|
8.5
|
|
|
12.4
|
|
|
2.8
|
|
|
0.7
|
|
|||||
Operating lease obligations (4)
|
|
138.6
|
|
|
27.6
|
|
|
44.4
|
|
|
29.3
|
|
|
37.3
|
|
|||||
Purchase commitments (5)
|
|
7.1
|
|
|
7.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term debt (6)
|
|
0.4
|
|
|
0.1
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
660.4
|
|
|
$
|
62.8
|
|
|
$
|
100.5
|
|
|
$
|
70.6
|
|
|
$
|
426.5
|
|
(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 in Item 8 of this Annual Report on Form 10-K.
|
(2)
|
Represents principal of $4.5 million and interest payments of $0.6 million, based on outstanding borrowings and interest rates in effect under the Revolver as of December 31, 2017. To the extent that a decrease in eligible accounts receivable, credit card receivables and inventory reduces the maximum availability under the Revolver below the amount then outstanding, amounts outstanding could become due sooner than reflected in the table. The Revolver matures at the earlier of December 1, 2020 or the date that is three months prior to the maturity date of the Senior Notes. For purposes of this table, as the Senior Notes mature on October 1, 2024, we have assumed a maturity date of December 1, 2020. For further information, refer to Note 9 to our audited financial statements included in Item 8 of this Annual Report on Form 10-K.
|
(3)
|
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 in Item 8 of 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 in Item 8 of this Annual Report on Form 10-K.
|
(5)
|
Consists primarily of obligations to purchase vehicles which are enforceable and legally binding on us. Excludes purchase orders made in the ordinary course of business that are short-term or cancellable.
|
(6)
|
Represents payments on a term note secured by real property which matures in February 2021. The interest rate is 7.0%. For further information, refer to Note 9 to our audited financial statements included in Item 8 of this Annual Report on Form 10-K.
|
•
|
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.
|
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
(in thousands, except share and per share amounts)
|
|
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
11,750
|
|
|
$
|
8,917
|
|
Accounts receivable, net of allowances
|
|
322,892
|
|
|
313,304
|
|
||
Inventories, net
|
|
309,060
|
|
|
272,276
|
|
||
Costs in excess of billings on uncompleted contracts
|
|
28,738
|
|
|
26,373
|
|
||
Income taxes receivable
|
|
3,748
|
|
|
2,437
|
|
||
Prepaid expenses and other current assets
|
|
57,949
|
|
|
43,635
|
|
||
Total current assets
|
|
734,137
|
|
|
666,942
|
|
||
Property and equipment, net of accumulated depreciation
|
|
295,820
|
|
|
286,741
|
|
||
Deferred income taxes
|
|
—
|
|
|
550
|
|
||
Customer relationship intangible assets, net of accumulated amortization
|
|
166,306
|
|
|
164,191
|
|
||
Other intangible assets, net of accumulated amortization
|
|
1,306
|
|
|
3,024
|
|
||
Goodwill
|
|
261,792
|
|
|
254,832
|
|
||
Other long-term assets
|
|
13,989
|
|
|
18,734
|
|
||
Total assets
|
|
$
|
1,473,350
|
|
|
$
|
1,395,014
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
174,583
|
|
|
$
|
165,540
|
|
Accrued expenses and other liabilities
|
|
96,262
|
|
|
88,786
|
|
||
Billings in excess of costs on uncompleted contracts
|
|
18,428
|
|
|
15,691
|
|
||
Interest payable
|
|
4,769
|
|
|
5,619
|
|
||
Current portion:
|
|
|
|
|
||||
Long-term debt and capital lease obligations
|
|
7,739
|
|
|
11,155
|
|
||
Insurance reserves
|
|
13,496
|
|
|
16,021
|
|
||
Total current liabilities
|
|
315,277
|
|
|
302,812
|
|
||
Insurance reserves
|
|
38,470
|
|
|
39,184
|
|
||
Long-term debt
|
|
349,059
|
|
|
344,827
|
|
||
Long-term portion of capital lease obligations
|
|
14,838
|
|
|
20,581
|
|
||
Deferred income taxes
|
|
1,768
|
|
|
—
|
|
||
Other long-term liabilities
|
|
7,039
|
|
|
7,009
|
|
||
Total liabilities
|
|
726,451
|
|
|
714,413
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
|
||
Stockholders' equity
|
|
|
|
|
||||
Preferred stock, $0.01 par value, 50.0 million shares authorized, no shares issued and outstanding at December 31, 2017 and December 31, 2016
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 300.0 million shares authorized, 67.3 million and 66.8 million shares issued, and 67.1 million and 66.7 million outstanding at December 31, 2017 and December 31, 2016, respectively
|
|
673
|
|
|
668
|
|
||
Additional paid-in capital
|
|
659,440
|
|
|
649,280
|
|
||
Retained earnings
|
|
90,607
|
|
|
33,182
|
|
||
Treasury stock, at cost, 0.2 million and 0.1 million shares at December 31, 2017 and December 31, 2016, respectively
|
|
(3,821
|
)
|
|
(2,529
|
)
|
||
Total stockholders' equity
|
|
746,899
|
|
|
680,601
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
1,473,350
|
|
|
$
|
1,395,014
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per share amounts)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
|
|
|
|
|
|
||||||
Building products
|
|
$
|
2,561,454
|
|
|
$
|
2,336,041
|
|
|
$
|
1,146,190
|
|
Construction services
|
|
804,514
|
|
|
757,702
|
|
|
430,556
|
|
|||
|
|
3,365,968
|
|
|
3,093,743
|
|
|
1,576,746
|
|
|||
Cost of sales
|
|
|
|
|
|
|
||||||
Building products
|
|
1,906,583
|
|
|
1,725,843
|
|
|
864,485
|
|
|||
Construction services
|
|
663,870
|
|
|
625,935
|
|
|
350,851
|
|
|||
|
|
2,570,453
|
|
|
2,351,778
|
|
|
1,215,336
|
|
|||
Gross profit
|
|
795,515
|
|
|
741,965
|
|
|
361,410
|
|
|||
|
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
|
619,546
|
|
|
571,799
|
|
|
306,843
|
|
|||
Depreciation expense
|
|
43,022
|
|
|
38,441
|
|
|
15,700
|
|
|||
Amortization expense
|
|
16,003
|
|
|
20,721
|
|
|
3,626
|
|
|||
Merger and integration costs
|
|
15,336
|
|
|
15,340
|
|
|
22,993
|
|
|||
Impairment of assets
|
|
435
|
|
|
11,928
|
|
|
—
|
|
|||
|
|
694,342
|
|
|
658,229
|
|
|
349,162
|
|
|||
Income from operations
|
|
101,173
|
|
|
83,736
|
|
|
12,248
|
|
|||
Other income (expense)
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(25,036
|
)
|
|
(30,131
|
)
|
|
(27,552
|
)
|
|||
Loss on debt extinguishment
|
|
—
|
|
|
(12,529
|
)
|
|
—
|
|
|||
Other income, net
|
|
5,690
|
|
|
4,070
|
|
|
784
|
|
|||
Income (loss) before income taxes
|
|
81,827
|
|
|
45,146
|
|
|
(14,520
|
)
|
|||
Income tax expense (benefit)
|
|
24,402
|
|
|
14,266
|
|
|
(9,689
|
)
|
|||
Net income (loss)
|
|
$
|
57,425
|
|
|
$
|
30,880
|
|
|
$
|
(4,831
|
)
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
|
|
|
|
|
|
||||||
Basic
|
|
66,900
|
|
|
66,055
|
|
|
41,260
|
|
|||
Diluted
|
|
67,404
|
|
|
66,609
|
|
|
41,260
|
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss) per common share
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.86
|
|
|
$
|
0.47
|
|
|
$
|
(0.12
|
)
|
Diluted
|
|
$
|
0.85
|
|
|
$
|
0.46
|
|
|
$
|
(0.12
|
)
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Total
|
||||||||||||||||
(in thousands)
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|||||||||||||||
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 plan
|
|
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
|
|
|||||
Exercise of stock options
|
|
260
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3,393
|
|
|
—
|
|
|
3,396
|
|
|||||
Shares vested for long-term incentive plans
|
|
212
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|||||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
59
|
|
|
(1,292
|
)
|
|
—
|
|
|
—
|
|
|
(1,292
|
)
|
|||||
Stock compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,769
|
|
|
—
|
|
|
6,769
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,425
|
|
|
57,425
|
|
|||||
Stockholders' equity as of December 31, 2017
|
|
67,286
|
|
|
$
|
673
|
|
|
207
|
|
|
$
|
(3,821
|
)
|
|
$
|
659,440
|
|
|
$
|
90,607
|
|
|
$
|
746,899
|
|
BMC STOCK HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||||
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
57,425
|
|
|
$
|
30,880
|
|
|
$
|
(4,831
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities
|
|
|
|
|
|
|
||||||
Depreciation expense
|
|
53,214
|
|
|
47,959
|
|
|
20,963
|
|
|||
Amortization of intangible assets
|
|
16,003
|
|
|
20,721
|
|
|
3,626
|
|
|||
Amortization of debt issuance costs
|
|
1,684
|
|
|
3,114
|
|
|
2,525
|
|
|||
Deferred income taxes
|
|
2,318
|
|
|
(3,571
|
)
|
|
(5,892
|
)
|
|||
Non-cash stock compensation expense
|
|
6,769
|
|
|
7,252
|
|
|
2,749
|
|
|||
Gain on sale of property, equipment and real estate
|
|
(1,683
|
)
|
|
(1,396
|
)
|
|
(497
|
)
|
|||
Gain on insurance proceeds
|
|
(1,991
|
)
|
|
(1,003
|
)
|
|
—
|
|
|||
Impairment of assets
|
|
435
|
|
|
11,928
|
|
|
—
|
|
|||
Loss on debt extinguishment
|
|
—
|
|
|
12,529
|
|
|
—
|
|
|||
Amortization of inventory step-up charges
|
|
—
|
|
|
2,884
|
|
|
10,285
|
|
|||
Other non-cash adjustments
|
|
552
|
|
|
98
|
|
|
244
|
|
|||
Change in assets and liabilities, net of effects of acquisitions
|
|
|
|
|
|
|
||||||
Accounts receivable, net of allowances
|
|
(3,252
|
)
|
|
(10,128
|
)
|
|
(24,061
|
)
|
|||
Inventories, net
|
|
(32,297
|
)
|
|
(31,200
|
)
|
|
(16,452
|
)
|
|||
Costs in excess of billings on uncompleted contracts
|
|
(2,364
|
)
|
|
(3,845
|
)
|
|
(4,026
|
)
|
|||
Income taxes receivable
|
|
(1,311
|
)
|
|
9,627
|
|
|
(8,176
|
)
|
|||
Prepaid expenses and other current assets
|
|
(13,191
|
)
|
|
(12,208
|
)
|
|
(1,202
|
)
|
|||
Other long-term assets
|
|
3,458
|
|
|
(126
|
)
|
|
1,240
|
|
|||
Accounts payable
|
|
3,477
|
|
|
28,592
|
|
|
873
|
|
|||
Accrued expenses and other liabilities
|
|
5,417
|
|
|
(5,859
|
)
|
|
4,377
|
|
|||
Billings in excess of costs on uncompleted contracts
|
|
2,737
|
|
|
(197
|
)
|
|
8,360
|
|
|||
Insurance reserves
|
|
(3,239
|
)
|
|
(16
|
)
|
|
7,973
|
|
|||
Other long-term liabilities
|
|
(227
|
)
|
|
853
|
|
|
2,665
|
|
|||
Net cash provided by operating activities
|
|
93,934
|
|
|
106,888
|
|
|
743
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Purchases of property, equipment and real estate
|
|
(63,278
|
)
|
|
(38,067
|
)
|
|
(31,319
|
)
|
|||
Purchases of businesses, net of cash acquired
|
|
(38,438
|
)
|
|
—
|
|
|
(149,485
|
)
|
|||
Proceeds from sale of property, equipment and real estate
|
|
13,445
|
|
|
3,187
|
|
|
3,280
|
|
|||
Insurance proceeds
|
|
—
|
|
|
1,151
|
|
|
—
|
|
|||
Change in restricted assets
|
|
—
|
|
|
—
|
|
|
36,106
|
|
|||
Cash acquired in the Merger
|
|
—
|
|
|
—
|
|
|
6,342
|
|
|||
Net cash used in investing activities
|
|
(88,271
|
)
|
|
(33,729
|
)
|
|
(135,076
|
)
|
BMC STOCK HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||||
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
||||||
Proceeds from revolving line of credit
|
|
995,306
|
|
|
1,544,064
|
|
|
293,183
|
|
|||
Repayments of proceeds from revolving line of credit
|
|
(990,844
|
)
|
|
(1,696,324
|
)
|
|
(208,637
|
)
|
|||
Payments on capital lease obligations
|
|
(9,926
|
)
|
|
(8,800
|
)
|
|
(4,542
|
)
|
|||
Principal payments on other notes
|
|
(2,627
|
)
|
|
(3,303
|
)
|
|
(6,081
|
)
|
|||
Secured borrowings
|
|
2,880
|
|
|
1,427
|
|
|
767
|
|
|||
Proceeds from exercise of stock options
|
|
3,396
|
|
|
1,301
|
|
|
—
|
|
|||
Purchase of treasury stock
|
|
(977
|
)
|
|
(2,023
|
)
|
|
(1,454
|
)
|
|||
Payments of debt issuance costs
|
|
(38
|
)
|
|
(7,011
|
)
|
|
(3,567
|
)
|
|||
Proceeds from issuance of Senior Notes
|
|
—
|
|
|
350,000
|
|
|
—
|
|
|||
Redemption of Extinguished Senior Notes
|
|
—
|
|
|
(250,000
|
)
|
|
—
|
|
|||
Proceeds from issuance of common stock, net of offering costs
|
|
—
|
|
|
13,776
|
|
|
—
|
|
|||
Payments of debt extinguishment costs
|
|
—
|
|
|
(8,438
|
)
|
|
—
|
|
|||
Borrowings under other notes
|
|
—
|
|
|
—
|
|
|
2,491
|
|
|||
Net cash (used in) provided by financing activities
|
|
(2,830
|
)
|
|
(65,331
|
)
|
|
72,160
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
2,833
|
|
|
7,828
|
|
|
(62,173
|
)
|
|||
Cash and cash equivalents
|
|
|
|
|
|
|
||||||
Beginning of period
|
|
8,917
|
|
|
1,089
|
|
|
63,262
|
|
|||
End of period
|
|
$
|
11,750
|
|
|
$
|
8,917
|
|
|
$
|
1,089
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
||||||
Interest paid
|
|
$
|
24,210
|
|
|
$
|
28,081
|
|
|
$
|
23,970
|
|
Cash paid for income taxes, net
|
|
22,858
|
|
|
8,210
|
|
|
4,310
|
|
|||
Non-cash investing and financing transactions
|
|
|
|
|
|
|
||||||
Accrued purchases of property and equipment
|
|
811
|
|
|
505
|
|
|
1,968
|
|
|||
Assets acquired under capital lease obligations
|
|
2,481
|
|
|
15,089
|
|
|
2,342
|
|
|||
Consideration transferred in connection with the Merger
|
|
—
|
|
|
—
|
|
|
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
|
|
3–30 years
|
Leasehold improvements
|
|
Lesser of life of the asset or remaining
|
|
|
lease term, and not to exceed 15 years
|
Furniture, fixtures and equipment
|
|
2–10 years
|
Vehicles
|
|
4–10 years
|
|
|
Pro Forma Year Ended December 31,
|
||
(in thousands)
|
|
2015
|
||
Net sales
|
|
$
|
2,890,163
|
|
Net income
|
|
15,098
|
|
|
Basic net income per share
|
|
0.23
|
|
|
Diluted net income per share
|
|
0.23
|
|
(in thousands)
|
|
2017
|
|
2016
|
||||
Trade receivables
|
|
$
|
333,954
|
|
|
$
|
323,725
|
|
Allowance for doubtful accounts
|
|
(4,771
|
)
|
|
(4,162
|
)
|
||
Other allowances
|
|
(6,291
|
)
|
|
(6,259
|
)
|
||
|
|
$
|
322,892
|
|
|
$
|
313,304
|
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at January 1
|
|
$
|
4,162
|
|
|
$
|
2,357
|
|
|
$
|
1,560
|
|
Write-offs
|
|
(3,665
|
)
|
|
(2,186
|
)
|
|
(558
|
)
|
|||
Recoveries
|
|
960
|
|
|
2,587
|
|
|
236
|
|
|||
Increase in allowance
|
|
3,314
|
|
|
1,404
|
|
|
1,119
|
|
|||
Balance at December 31
|
|
$
|
4,771
|
|
|
$
|
4,162
|
|
|
$
|
2,357
|
|
(in thousands)
|
|
2017
|
|
2016
|
||||
Land
|
|
$
|
51,009
|
|
|
$
|
57,693
|
|
Buildings and improvements
|
|
104,752
|
|
|
93,252
|
|
||
Leasehold improvements
|
|
19,750
|
|
|
17,610
|
|
||
Furniture, fixtures and equipment
|
|
161,014
|
|
|
136,513
|
|
||
Vehicles
|
|
120,855
|
|
|
97,119
|
|
||
Construction-in-progress
|
|
14,519
|
|
|
12,574
|
|
||
|
|
471,899
|
|
|
414,761
|
|
||
Less: Accumulated depreciation
|
|
(176,079
|
)
|
|
(128,020
|
)
|
||
|
|
$
|
295,820
|
|
|
$
|
286,741
|
|
|
Trademarks
|
|
Customer Relationships
|
|
Non-Compete Agreements
|
|
|
||||||||||||||||||||
|
Gross
|
|
|
|
Gross
|
|
|
|
Gross
|
|
|
|
|
||||||||||||||
|
Carrying
|
|
Accumulated
|
|
Carrying
|
|
Accumulated
|
|
Carrying
|
|
Accumulated
|
|
|
||||||||||||||
(in thousands)
|
Amount
|
|
Amortization
|
|
Amount
|
|
Amortization
|
|
Amount
|
|
Amortization
|
|
Total
|
||||||||||||||
December 31, 2014
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquisition of VNS
|
850
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,850
|
|
|||||||
Acquisition of RBI
|
—
|
|
|
—
|
|
|
39,900
|
|
|
—
|
|
|
400
|
|
|
—
|
|
|
40,300
|
|
|||||||
Merger with SBS
|
4,500
|
|
|
—
|
|
|
129,800
|
|
|
—
|
|
|
6,112
|
|
|
—
|
|
|
140,412
|
|
|||||||
Amortization
|
—
|
|
|
(408
|
)
|
|
—
|
|
|
(2,664
|
)
|
|
—
|
|
|
(554
|
)
|
|
(3,626
|
)
|
|||||||
December 31, 2015
|
5,350
|
|
|
(408
|
)
|
|
179,700
|
|
|
(2,664
|
)
|
|
6,512
|
|
|
(554
|
)
|
|
187,936
|
|
|||||||
Amortization
|
—
|
|
|
(2,140
|
)
|
|
—
|
|
|
(12,845
|
)
|
|
—
|
|
|
(5,736
|
)
|
|
(20,721
|
)
|
|||||||
December 31, 2016
|
5,350
|
|
|
(2,548
|
)
|
|
179,700
|
|
|
(15,509
|
)
|
|
6,512
|
|
|
(6,290
|
)
|
|
167,215
|
|
|||||||
Acquisition of Code Plus
|
—
|
|
|
—
|
|
|
2,300
|
|
|
—
|
|
|
500
|
|
|
—
|
|
|
2,800
|
|
|||||||
Acquisition of TexPly
|
—
|
|
|
—
|
|
|
13,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,600
|
|
|||||||
Amortization
|
—
|
|
|
(2,010
|
)
|
|
—
|
|
|
(13,785
|
)
|
|
—
|
|
|
(208
|
)
|
|
(16,003
|
)
|
|||||||
December 31, 2107
|
$
|
5,350
|
|
|
$
|
(4,558
|
)
|
|
$
|
195,600
|
|
|
$
|
(29,294
|
)
|
|
$
|
7,012
|
|
|
$
|
(6,498
|
)
|
|
$
|
167,612
|
|
(in thousands)
|
|
2017
|
|
2016
|
||||
Accrued payroll and other employee related expenses
|
|
$
|
41,798
|
|
|
$
|
41,728
|
|
Accrued taxes
|
|
20,741
|
|
|
19,083
|
|
||
Advances from customers
|
|
11,664
|
|
|
10,062
|
|
||
Accrued rebates payable
|
|
4,653
|
|
|
2,564
|
|
||
Pending litigation accrual
|
|
2,950
|
|
|
—
|
|
||
Accrued warranty reserve
|
|
2,467
|
|
|
1,813
|
|
||
Accrued credit card fees
|
|
1,127
|
|
|
873
|
|
||
Current portion of deferred rent
|
|
818
|
|
|
460
|
|
||
Accrued professional fees
|
|
715
|
|
|
727
|
|
||
Unfavorable leases
|
|
520
|
|
|
789
|
|
||
Other
|
|
8,809
|
|
|
10,687
|
|
||
|
|
$
|
96,262
|
|
|
$
|
88,786
|
|
(in thousands)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Senior secured notes, due 2024
|
|
$
|
350,000
|
|
|
$
|
350,000
|
|
Revolving credit agreement
|
|
4,462
|
|
|
—
|
|
||
Other
|
|
336
|
|
|
2,963
|
|
||
|
|
354,798
|
|
|
352,963
|
|
||
Unamortized debt issuance costs related to senior secured notes
|
|
(5,639
|
)
|
|
(6,474
|
)
|
||
|
|
349,159
|
|
|
346,489
|
|
||
Less: Current portion of long-term debt
|
|
100
|
|
|
1,662
|
|
||
|
|
$
|
349,059
|
|
|
$
|
344,827
|
|
(in thousands)
|
|
|
||
2018
|
|
$
|
100
|
|
2019
|
|
107
|
|
|
2020
|
|
4,577
|
|
|
2021
|
|
14
|
|
|
2022
|
|
—
|
|
|
Thereafter
|
|
350,000
|
|
|
|
|
$
|
354,798
|
|
(in thousands)
|
|
2017
|
|
2016
|
||||
Long-term deferred rent
|
|
$
|
3,428
|
|
|
$
|
3,170
|
|
Unfavorable leases
|
|
2,298
|
|
|
2,907
|
|
||
Other
|
|
1,313
|
|
|
932
|
|
||
|
|
$
|
7,039
|
|
|
$
|
7,009
|
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
20,215
|
|
|
$
|
16,713
|
|
|
$
|
(4,202
|
)
|
State
|
|
1,869
|
|
|
1,124
|
|
|
405
|
|
|||
|
|
22,084
|
|
|
17,837
|
|
|
(3,797
|
)
|
|||
Deferred
|
|
|
|
|
|
|
||||||
Federal
|
|
1,797
|
|
|
(3,049
|
)
|
|
(4,176
|
)
|
|||
State
|
|
521
|
|
|
(522
|
)
|
|
(1,716
|
)
|
|||
|
|
2,318
|
|
|
(3,571
|
)
|
|
(5,892
|
)
|
|||
|
|
$
|
24,402
|
|
|
$
|
14,266
|
|
|
$
|
(9,689
|
)
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Federal statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal tax
|
|
2.9
|
|
|
2.7
|
|
|
1.7
|
|
Nondeductible capitalized transaction costs
|
|
0.2
|
|
|
1.4
|
|
|
(16.2
|
)
|
Nondeductible compensation expense
|
|
0.2
|
|
|
0.5
|
|
|
—
|
|
Nondeductible (permanent) items
|
|
0.9
|
|
|
1.0
|
|
|
(3.0
|
)
|
IRC Section 199 manufacturing deduction
|
|
(2.5
|
)
|
|
(3.5
|
)
|
|
—
|
|
Changes in tax rates, including 2017 Tax Act
|
|
(4.4
|
)
|
|
1.6
|
|
|
(6.2
|
)
|
Changes related to IRC section 382 limitations
|
|
—
|
|
|
(3.9
|
)
|
|
55.5
|
|
Excess windfall benefit of stock compensation
|
|
(2.3
|
)
|
|
(3.7
|
)
|
|
—
|
|
Other items
|
|
(0.2
|
)
|
|
0.5
|
|
|
(0.1
|
)
|
Effective tax rate
|
|
29.8
|
%
|
|
31.6
|
%
|
|
66.7
|
%
|
(in thousands)
|
|
2017
|
|
2016
|
||||
Deferred tax assets related to:
|
|
|
|
|
||||
Accounts receivable
|
|
$
|
2,061
|
|
|
$
|
2,951
|
|
Inventory
|
|
1,931
|
|
|
2,857
|
|
||
Accrued compensation
|
|
2,981
|
|
|
6,044
|
|
||
Insurance reserves
|
|
10,778
|
|
|
17,126
|
|
||
Stock-based compensation
|
|
2,388
|
|
|
3,210
|
|
||
Restructuring reserves
|
|
365
|
|
|
1,868
|
|
||
Other accrued liabilities
|
|
1,149
|
|
|
665
|
|
||
Federal net operating loss carryforward
|
|
17,372
|
|
|
30,664
|
|
||
State net operating loss carryforward
|
|
5,559
|
|
|
5,593
|
|
||
Other
|
|
1,633
|
|
|
2,398
|
|
||
|
|
46,217
|
|
|
73,376
|
|
||
Valuation allowance
|
|
(145
|
)
|
|
(125
|
)
|
||
Total deferred tax assets
|
|
46,072
|
|
|
73,251
|
|
||
|
|
|
|
|
||||
Deferred tax liabilities related to:
|
|
|
|
|
||||
Goodwill and intangibles
|
|
(21,030
|
)
|
|
(31,808
|
)
|
||
Property and equipment
|
|
(25,440
|
)
|
|
(38,836
|
)
|
||
Other assets
|
|
(1,370
|
)
|
|
(2,057
|
)
|
||
Total deferred tax liabilities
|
|
(47,840
|
)
|
|
(72,701
|
)
|
||
Net deferred tax (liability) asset
|
|
$
|
(1,768
|
)
|
|
$
|
550
|
|
•
|
$34.2 million
in 2028;
|
•
|
$17.3 million
in 2029; and
|
•
|
$31.2 million
in years 2030 through 2034.
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at January 1,
|
|
$
|
125
|
|
|
$
|
126
|
|
|
$
|
—
|
|
Additions charged to expense
|
|
20
|
|
|
—
|
|
|
—
|
|
|||
Additions charged to Goodwill/Purchase Accounting
|
|
—
|
|
|
—
|
|
|
126
|
|
|||
Deductions - other
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Balance at December 31,
|
|
$
|
145
|
|
|
$
|
125
|
|
|
$
|
126
|
|
(in thousands)
|
|
2017
|
|
2016
|
||||
Balance at January 1,
|
|
$
|
—
|
|
|
$
|
3,224
|
|
Tax positions taken in prior periods:
|
|
|
|
|
||||
Gross increases
|
|
—
|
|
|
—
|
|
||
Gross decreases
|
|
—
|
|
|
(3,224
|
)
|
||
Tax positions taken in current period:
|
|
|
|
|
||||
Gross increases
|
|
—
|
|
|
—
|
|
||
Settlements with taxing authorities
|
|
—
|
|
|
—
|
|
||
Lapse of applicable statute of limitations
|
|
—
|
|
|
—
|
|
||
Balance at December 31,
|
|
$
|
—
|
|
|
$
|
—
|
|
(in thousands)
|
|
Capital
Leases |
|
Operating
Leases |
|
||||
2018
|
|
$
|
8,450
|
|
|
$
|
27,640
|
|
|
2019
|
|
7,073
|
|
|
25,323
|
|
|
||
2020
|
|
5,412
|
|
|
19,022
|
|
|
||
2021
|
|
1,934
|
|
|
16,500
|
|
|
||
2022
|
|
873
|
|
|
12,809
|
|
|
||
Thereafter
|
|
660
|
|
|
37,269
|
|
|
||
|
|
24,402
|
|
|
$
|
138,563
|
|
(a)
|
|
Less: Amounts representing interest
|
|
(1,925
|
)
|
|
|
|
|||
Total obligation under capital leases
|
|
22,477
|
|
|
|
|
|||
Less: Current portion of capital lease obligation
|
|
(7,639
|
)
|
|
|
|
|||
Long-term capital lease obligation
|
|
$
|
14,838
|
|
|
|
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Restricted stock units (a)
|
|
$
|
6,006
|
|
|
$
|
4,643
|
|
|
$
|
100
|
|
Restricted stock
|
|
436
|
|
|
1,559
|
|
|
2,607
|
|
|||
Stock options
|
|
327
|
|
|
1,050
|
|
|
42
|
|
|||
Stock based compensation
|
|
$
|
6,769
|
|
|
$
|
7,252
|
|
|
$
|
2,749
|
|
|
|
Restricted Stock
|
|
Restricted Stock Units
|
||||||||||
|
|
Number of Shares Outstanding
(in thousands)
|
|
Weighted Average Grant Date Fair Value
|
|
Number of
Units
Outstanding (in thousands)
|
|
Weighted
Average
Grant Date
Fair Value
|
||||||
December 31, 2014
|
|
706
|
|
|
$
|
10.15
|
|
|
—
|
|
|
$
|
—
|
|
Legacy SBS restricted stock units assumed
|
|
—
|
|
|
—
|
|
|
318
|
|
|
16.99
|
|
||
Granted
|
|
206
|
|
|
17.15
|
|
|
—
|
|
|
—
|
|
||
Vested
|
|
(279
|
)
|
|
9.07
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
|
(178
|
)
|
|
11.37
|
|
|
(36
|
)
|
|
16.99
|
|
||
December 31, 2015
|
|
455
|
|
|
13.51
|
|
|
282
|
|
|
16.99
|
|
||
Granted
|
|
—
|
|
|
—
|
|
|
166
|
|
|
17.65
|
|
||
Vested
|
|
(301
|
)
|
|
11.95
|
|
|
(123
|
)
|
|
16.86
|
|
||
Forfeited
|
|
(37
|
)
|
|
13.69
|
|
|
(27
|
)
|
|
17.16
|
|
||
December 31, 2016
|
|
117
|
|
|
17.42
|
|
|
298
|
|
|
17.39
|
|
||
Granted
|
|
—
|
|
|
—
|
|
|
396
|
|
|
21.79
|
|
||
Vested
|
|
(49
|
)
|
|
16.25
|
|
|
(163
|
)
|
|
17.49
|
|
||
Forfeited
|
|
(8
|
)
|
|
19.08
|
|
|
(21
|
)
|
|
20.34
|
|
||
December 31, 2017
|
|
60
|
|
|
$
|
18.17
|
|
|
510
|
|
|
$
|
20.65
|
|
|
|
Number of Options
(in thousands)
|
|
Weighted Average Exercise Price
|
|
Contractual
Term
(in years)
|
|
Intrinsic
Value
(in thousands)
|
|||||
Outstanding at December 31, 2014
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Legacy SBS stock options assumed
|
|
1,229
|
|
|
14.18
|
|
|
|
|
|
|||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
|
(1
|
)
|
|
17.04
|
|
|
|
|
|
|||
Expired
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at December 31, 2015
|
|
1,228
|
|
|
14.17
|
|
|
|
|
|
|||
Granted
|
|
3
|
|
|
17.04
|
|
|
|
|
|
|||
Exercised
|
|
(175
|
)
|
|
7.90
|
|
|
|
|
|
|||
Forfeited
|
|
(10
|
)
|
|
17.04
|
|
|
|
|
|
|||
Expired
|
|
(22
|
)
|
|
17.53
|
|
|
|
|
|
|||
Outstanding at December 31, 2016
|
|
1,024
|
|
|
15.15
|
|
|
|
|
|
|||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
(260
|
)
|
|
13.05
|
|
|
|
|
|
|||
Forfeited
|
|
(14
|
)
|
|
17.04
|
|
|
|
|
|
|||
Expired
|
|
(45
|
)
|
|
19.89
|
|
|
|
|
|
|||
Outstanding at December 31, 2017
|
|
705
|
|
|
$
|
15.59
|
|
|
6.3
|
|
$
|
6,845
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at December 31, 2017
|
|
646
|
|
|
$
|
15.45
|
|
|
6.2
|
|
$
|
6,359
|
|
|
|
|
|
|
|
|
|
|
|||||
Vested and expected to vest at December 31, 2017
|
|
705
|
|
|
$
|
15.59
|
|
|
6.3
|
|
$
|
6,845
|
|
(in thousands, except period data)
|
|
Unrecognized Compensation Cost
|
|
Weighted Average Remaining Period of Expense Recognition
(in years)
|
||
Stock options
|
|
$
|
125
|
|
|
0.8
|
Restricted stock
|
|
100
|
|
|
0.3
|
|
Restricted stock units
|
|
5,023
|
|
|
1.4
|
|
Performance-based restricted stock units
|
|
1,433
|
|
|
2.2
|
|
|
|
$
|
6,681
|
|
|
|
|
|
Year Ended December 31, 2017
|
|
December 31, 2017
|
||||||||||||||||
(in thousands)
|
|
Net Sales
|
|
Gross Profit
|
|
Depreciation & Amortization
|
|
Adjusted EBITDA
|
|
Total Assets
|
||||||||||
Geographic divisions
|
|
$
|
3,365,968
|
|
|
$
|
795,515
|
|
|
$
|
66,809
|
|
|
$
|
250,061
|
|
|
$
|
1,435,970
|
|
Other reconciling items
|
|
—
|
|
|
—
|
|
|
2,408
|
|
|
(50,058
|
)
|
|
37,380
|
|
|||||
|
|
$
|
3,365,968
|
|
|
$
|
795,515
|
|
|
$
|
69,217
|
|
|
|
|
$
|
1,473,350
|
|
|
|
Year Ended December 31, 2016
|
|
December 31, 2016
|
||||||||||||||||
(in thousands)
|
|
Net Sales
|
|
Gross Profit
|
|
Depreciation & Amortization
|
|
Adjusted EBITDA
|
|
Total Assets
|
||||||||||
Geographic divisions
|
|
$
|
3,093,743
|
|
|
$
|
741,965
|
|
|
$
|
66,592
|
|
|
$
|
244,616
|
|
|
$
|
1,345,475
|
|
Other reconciling items
|
|
—
|
|
|
—
|
|
|
2,088
|
|
|
(50,726
|
)
|
|
49,539
|
|
|||||
|
|
$
|
3,093,743
|
|
|
$
|
741,965
|
|
|
$
|
68,680
|
|
|
|
|
$
|
1,395,014
|
|
|
|
Year Ended December 31, 2015
|
|
December 31, 2015
|
||||||||||||||||
(in thousands)
|
|
Net Sales
|
|
Gross Profit
|
|
Depreciation & Amortization
|
|
Adjusted EBITDA
|
|
Total Assets
|
||||||||||
Geographic divisions
|
|
$
|
1,576,746
|
|
|
$
|
361,410
|
|
|
$
|
23,726
|
|
|
$
|
122,914
|
|
|
$
|
1,305,545
|
|
Other reconciling items
|
|
—
|
|
|
—
|
|
|
863
|
|
|
(36,872
|
)
|
|
65,594
|
|
|||||
|
|
$
|
1,576,746
|
|
|
$
|
361,410
|
|
|
$
|
24,589
|
|
|
|
|
$
|
1,371,139
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Income (loss) before income taxes
|
|
$
|
81,827
|
|
|
$
|
45,146
|
|
|
$
|
(14,520
|
)
|
Interest expense
|
|
25,036
|
|
|
30,131
|
|
|
27,552
|
|
|||
Depreciation and amortization
|
|
69,217
|
|
|
68,680
|
|
|
24,589
|
|
|||
Merger and integration costs
|
|
15,336
|
|
|
15,340
|
|
|
22,993
|
|
|||
Non-cash stock compensation expense
|
|
6,769
|
|
|
7,252
|
|
|
2,749
|
|
|||
Impairment of assets
|
|
435
|
|
|
11,928
|
|
|
—
|
|
|||
Inventory step-up charges
|
|
—
|
|
|
2,884
|
|
|
10,285
|
|
|||
Loss on debt extinguishment
|
|
—
|
|
|
12,529
|
|
|
—
|
|
|||
Headquarters relocation (a)
|
|
—
|
|
|
—
|
|
|
3,865
|
|
|||
Loss portfolio transfer
|
|
—
|
|
|
—
|
|
|
2,826
|
|
|||
Acquisition costs
|
|
424
|
|
|
—
|
|
|
2,604
|
|
|||
Other items (b)
|
|
959
|
|
|
—
|
|
|
3,099
|
|
|||
Adjusted EBITDA of other reconciling items
|
|
50,058
|
|
|
50,726
|
|
|
36,872
|
|
|||
Adjusted EBITDA of geographic divisions reportable segment
|
|
$
|
250,061
|
|
|
$
|
244,616
|
|
|
$
|
122,914
|
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Structural components
|
|
$
|
522,619
|
|
|
$
|
461,761
|
|
|
$
|
249,371
|
|
Lumber & lumber sheet goods
|
|
1,114,219
|
|
|
938,563
|
|
|
459,446
|
|
|||
Millwork, doors & windows
|
|
907,377
|
|
|
894,889
|
|
|
442,675
|
|
|||
Other building products & services
|
|
821,753
|
|
|
798,530
|
|
|
425,254
|
|
|||
Total net sales
|
|
$
|
3,365,968
|
|
|
$
|
3,093,743
|
|
|
$
|
1,576,746
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per share amounts)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Income (loss) attributable to common stockholders
|
|
$
|
57,425
|
|
|
$
|
30,880
|
|
|
$
|
(4,831
|
)
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding, basic
|
|
66,900
|
|
|
66,055
|
|
|
41,260
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Restricted stock
|
|
65
|
|
|
207
|
|
|
—
|
|
|||
Restricted stock units
|
|
235
|
|
|
129
|
|
|
—
|
|
|||
Stock options
|
|
204
|
|
|
218
|
|
|
—
|
|
|||
Weighted average common shares outstanding, diluted
|
|
67,404
|
|
|
66,609
|
|
|
41,260
|
|
|||
|
|
|
|
|
|
|
||||||
Basic income (loss) per common share
|
|
$
|
0.86
|
|
|
$
|
0.47
|
|
|
$
|
(0.12
|
)
|
Diluted income (loss) per common share
|
|
$
|
0.85
|
|
|
$
|
0.46
|
|
|
$
|
(0.12
|
)
|
|
|
Year Ended December 31,
|
|||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|||
Restricted stock units
|
|
—
|
|
|
5
|
|
|
282
|
|
Stock options
|
|
—
|
|
|
469
|
|
|
1,228
|
|
Restricted stock
|
|
—
|
|
|
—
|
|
|
455
|
|
|
|
2017
|
||||||||||||||
(in thousands, except per share amounts)
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
Net sales
|
|
$
|
757,700
|
|
|
$
|
886,375
|
|
|
$
|
881,012
|
|
|
$
|
840,881
|
|
Gross profit
|
|
178,197
|
|
|
211,687
|
|
|
209,545
|
|
|
196,086
|
|
||||
Net income
|
|
3,744
|
|
|
17,596
|
|
|
18,443
|
|
|
17,642
|
|
||||
Basic income per share
|
|
$
|
0.06
|
|
|
$
|
0.26
|
|
|
$
|
0.28
|
|
|
$
|
0.26
|
|
Diluted income per share
|
|
$
|
0.06
|
|
|
$
|
0.26
|
|
|
$
|
0.27
|
|
|
$
|
0.26
|
|
|
|
2016
|
||||||||||||||
(in thousands, except per share amounts)
|
|
First
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
|
|
Plan Category
|
|
Number of Securities
To Be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
|
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
|
Number of Securities
Remaining Available
for Future Issuance
under Equity
Compensation
Plans (Excluding
Securities Reflected in
Column (a))
|
||||
Equity compensation plan approved by security holders
(2013 Incentive Plan) (3)
|
|
1,662,798
|
|
(1)
|
$
|
17.06
|
|
(2)
|
3,103,798
|
|
Equity compensation plan not approved by security holders
(Pre-IPO incentive program) (4)
|
|
64,671
|
|
|
0.97
|
|
|
—
|
|
|
Total
|
|
1,727,469
|
|
|
$
|
15.59
|
|
(2)
|
3,103,798
|
|
1.
|
The list of consolidated financial statements and related notes, together with the report of PricewaterhouseCoopers 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
+
|
|
|
3.1
|
|
|
3.2
|
|
|
4.1
|
|
|
4.2
|
|
|
10.1
#
|
|
|
10.2
#
|
|
|
10.3
#
|
|
|
10.4
#
|
|
|
10.5
#
|
|
|
10.6
#
|
|
|
10.7
#
|
|
|
10.8
#
|
|
|
10.9
#
|
|
Exhibit No.
|
|
Description
|
10.10
#
|
|
|
10.11
#
|
|
|
10.12
#
|
|
|
10.13
#
|
|
|
10.14
#
|
|
|
10.15
#
|
|
|
10.16
#
|
|
|
10.17
#
|
|
|
10.18
#
|
|
|
10.19
#
|
|
|
10.20
#
|
|
|
10.21
#
|
|
|
10.22
|
|
|
10.23
|
|
|
10.24
|
|
Exhibit No.
|
|
Description
|
10.25
|
|
|
10.26
|
|
|
21.1
|
|
|
23.1
|
|
|
24.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
|
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, 2018
|
By:
|
/s/ James F. Major, Jr.
|
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
|
|
(Principal financial and accounting officer and duly authorized officer)
|
Signature
|
Title
|
Date
|
|
|
|
/s/ David L. Keltner
|
Interim President and Chief Executive Officer (principal executive officer)
|
March 1, 2018
|
David L. Keltner
|
|
|
|
|
|
/s/ James F. Major, Jr.
|
Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)
|
March 1, 2018
|
James F. Major, Jr.
|
|
|
|
|
|
/s/ David Bullock
|
Director and Chairman of the Board
|
March 1, 2018
|
David Bullock
|
|
|
|
|
|
/s/ Mark Alexander
|
Director
|
March 1, 2018
|
Mark Alexander
|
|
|
|
|
|
/s/ Henry Buckley
|
Director
|
March 1, 2018
|
Henry Buckley
|
|
|
|
|
|
/s/ Barry J. Goldstein
|
Director
|
March 1, 2018
|
Barry J. Goldstein
|
|
|
|
|
|
/s/ Michael Miller
|
Director
|
March 1, 2018
|
Michael Miller
|
|
|
|
|
|
/s/ James O'Leary
|
Director
|
March 1, 2018
|
James O'Leary
|
|
|
|
|
|
/s/ Jeffrey G. Rea
|
Director
|
March 1, 2018
|
Jeffrey G. Rea
|
|
|
|
|
|
/s/ Carl R. Vertuca, Jr.
|
Director
|
March 1, 2018
|
Carl R. Vertuca, Jr.
|
|
|
(a)
|
prior to such time the Board of Directors approved either (1) the Business Combination, or (2) the transaction which resulted in such stockholder becoming an Interested Stockholder;
|
|
(b)
|
upon consummation of the transaction which resulted in such stockholder becoming an Interested Stockholder, such stockholder owned at least eighty-five percent (85%) of the Voting Stock of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining the Voting Stock outstanding (but not the outstanding Voting Stock owned by such Interested Stockholder) those shares owned (i) by Persons (as defined hereinafter) who are directors and also officers of the Corporation and (ii) employee stock plans of the Corporation in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
|
(c)
|
at or subsequent to such time the Business Combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66
2
⁄
3
% of the outstanding Voting Stock which is not owned by such Interested Stockholder.
|
|
(a)
|
“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person;
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(b)
|
“Associate,” when used to indicate a relationship with any Person, means: (i) any corporation, partnership, unincorporated association or other entity of which such Person is a director, officer or partner or is, directly or indirectly, the Owner of 20% or more of any class of Voting Stock; (ii) any trust or other estate in which such Person has at least a 20% beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such Person, or any relative of such spouse, who has the same residence as such Person;
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(c)
|
“Business Combination” means:
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|
(i)
|
any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation with (A) the Interested Stockholder, or (B) with any Person if the merger or consolidation is caused by the Interested Stockholder and as a result of such merger or consolidation Section 2 of this ARTICLE NINE is not applicable to the surviving entity;
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(ii)
|
any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the Interested Stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding Stock of the Corporation;
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(iii)
|
any transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any Stock of the Corporation or of such subsidiary to the Interested Stockholder, except: (A) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into Stock of the Corporation or any such subsidiary which securities were outstanding prior to the effective date of this certificate of incorporation; (B) pursuant to a merger under Section 251(g) or Section 253 of the DGCL; (C) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into Stock of the Corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of Stock of the Corporation subsequent to the effective date of this certificate of incorporation; (D) pursuant to an exchange offer by the Corporation to purchase Stock made on the same terms to all holders of such Stock; or (E) any issuance or transfer of Stock by the Corporation;
provided however
, that in no case under items (C)-(E) of this Section 4(c)(iii) of ARTICLE NINE shall there be a related increase in the Interested Stockholder’s proportionate share of the Stock of any class or series of the Corporation or of the Common Stock of the Corporation;
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(iv)
|
any transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any Stock of the Corporation or of such subsidiary to the Interested Stockholder, except: (A) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into Stock of the Corporation or any such subsidiary which securities were outstanding prior to the time the Interested Stockholder became such; (B) pursuant to a merger under Section 251(g) or Section 253 of the DGCL; (C) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into Stock of the Corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of Stock of the Corporation subsequent to the time the Interested Stockholder became such; (D) pursuant to an exchange offer by the Corporation to purchase Stock made on the same terms to all holders of such Stock; or (E) any issuance or transfer of Stock by the Corporation;
provided however
, that in no case under items (C)-(E) of this Section 4(c)(iv) of ARTICLE NINE shall there be a related increase in the Interested Stockholder’s proportionate share of the Stock of any class or series of the Corporation or of the Voting Stock of the Corporation;
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(v)
|
any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, directly or indirectly, of increasing the proportionate share of the Stock of any class or series, or securities convertible into the Stock of any class or series, of the Corporation or of any such subsidiary which is owned by the Interested Stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of Stock not caused, directly or indirectly, by the Interested Stockholder; or
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(vi)
|
any receipt by the Interested Stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges or other financial benefits (other than those expressly permitted in Sections 4(c)(i)-(v) of ARTICLE NINE) provided by or through the Corporation or any direct or indirect majority-owned subsidiary of the Corporation;
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(d)
|
“Control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of stock or other equity interests, by contract or otherwise. A Person who is the Owner of 20.0% or more of the outstanding Voting Stock of any corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary; notwithstanding the foregoing, a presumption of control shall not apply where such Person holds Voting Stock, in good faith and not for the purpose of circumventing this ARTICLE NINE, as an agent, bank, broker, nominee, custodian or trustee for one or more Owners who do not individually or as a group have control of such entity;
|
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(e)
|
“Effective Date” means the effective date of this Amended and Restated Certificate of Incorporation;
|
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(f)
|
“Grandfathered Stockholder” means each of (i) Gores Building Holdings, LLC, and (ii) collectively, M. H. Davidson & Co., Davidson Kempner Capital Management LP and their respective Affiliates and Associates;
|
|
(g)
|
“Interested Stockholder” means any Person (other than the Corporation and any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the Owner of fifteen percent (15%) or more of the outstanding Voting Stock of the Corporation, or (ii) is an Affiliate or Associate of the Corporation and was the Owner of fifteen percent (15%) or more of the outstanding Voting Stock of the Corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such Person is an Interested Stockholder, and the Affiliates and Associates of such Person; provided, however, that for each Grandfathered Stockholder, (A) during the period beginning on the Effective Date and ending on the third anniversary thereof, each reference to fifteen percent (15%) in the provisions of this definition preceding this proviso shall be replaced by twenty percent (20%), and (B) from and after the third anniversary of the Effective Date, each reference to fifteen percent (15%) in the provisions of this definition preceding this provision shall instead mean the percentage of the Voting Stock of the Company owned by such Grandfathered Stockholder, together with its Affiliates and Associates, on such third anniversary (but not more than twenty percent (20%) of the then outstanding Voting Stock), as such percentage is thereafter reduced (but not increased, except as provided in the following sentence) to fifteen percent (15%), after which time this proviso will cease to be of further effect. Notwithstanding anything in this ARTICLE NINE to the contrary, the term “Interested Stockholder” shall not include: (x) any Person who would otherwise be an Interested Stockholder because of a transfer, sale, assignment, conveyance, hypothecation, encumbrance, or other disposition of five percent (5%) or more of the outstanding Voting Stock of the Corporation (in one transaction or a series of transactions) by any Grandfathered Stockholder to such Person; provided, however, that such Person was not an Interested Stockholder prior to such transfer, sale, assignment, conveyance, hypothecation, encumbrance, or other disposition; or (y) any Person whose ownership of Voting Stock in excess of the applicable percentage ownership limitation of the outstanding Voting Stock set forth herein is the result of action taken solely by the Corporation, provided that, for purposes of this clause (y), such Person shall be an Interested Stockholder if thereafter such Person acquires additional shares of Voting
|
|
|
Stock of the Corporation, except as a result of further action by the Corporation not caused, directly or indirectly, by such Person;
|
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(h)
|
“Owner,” including the terms “own,” “owned,” and “ownership,” when used with respect to any Stock, means a Person that individually or with or through any of its Affiliates or Associates (i) beneficially owns such Stock, directly or indirectly; or (ii) has (A) the right to acquire such Stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise;
provided, however
, that a Person shall not be deemed the Owner of Stock tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates or Associates until such tendered Stock is accepted for purchase or exchange; or (B) the right to vote such Stock pursuant to any agreement, arrangement or understanding;
provided, however
, that a Person shall not be deemed the Owner of any Stock because of such Person’s right to vote such Stock if the agreement, arrangement or understanding to vote such Stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more Persons; or (iii) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in sub-clause (B) of clause (ii) of this Section 4(h) of ARTICLE NINE), or disposing of such Stock with any other Person that beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly, such Stock;
provided
, that, for the purpose of determining whether a Person is an Interested Stockholder, the Voting Stock of the Corporation deemed to be outstanding shall include Stock deemed to be owned by the Person through application of this definition of “owned” but shall not include any other unissued Stock of the Corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise;
|
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(i)
|
“Person” means any individual, corporation, partnership, unincorporated association or other entity;
|
|
(j)
|
“Stock” means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest; and
|
|
(k)
|
“Voting Stock” means, with respect to any corporation, Stock of any class or series entitled to vote generally in the election of directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity. Every reference to a percentage of Voting Stock shall refer to such percentage of the votes of such Voting Stock.
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1.
|
Termination
.
|
2.
|
The Executive’s Entitlements
.
|
3.
|
Restrictive Covenants
.
|
4.
|
Miscellaneous
.
|
|
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 Procurement, 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.
|