|
|
|
Delaware
|
|
81-4259606
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
2741 Walnut Avenue, Suite 200
|
|
|
Tustin, CA
|
|
92780
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
(714) 380-3127
|
|
|
(Registrant’s telephone number, including area code)
|
|
|
Large accelerated filer ☐
|
|
Accelerated filer
ý
|
|
|
|
Non-accelerated filer ☐
|
|
Smaller reporting company
ý
|
|
|
|
(Do not check if smaller reporting company)
|
|
Emerging growth company ☐
|
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange on which registered
|
Common Stock
|
|
FBM
|
|
New York Stock Exchange
|
|
|
Page
|
PART I. FINANCIAL INFORMATION
|
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
PART II. OTHER INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net sales
|
$
|
514,872
|
|
|
$
|
463,661
|
|
Cost of goods sold
|
361,912
|
|
|
329,224
|
|
||
Gross profit
|
152,960
|
|
|
134,437
|
|
||
Operating expenses:
|
|
|
|
||||
Selling, general and administrative expenses
|
117,230
|
|
|
104,657
|
|
||
Depreciation and amortization
|
20,342
|
|
|
18,397
|
|
||
Total operating expenses
|
137,572
|
|
|
123,054
|
|
||
Income from operations
|
15,388
|
|
|
11,383
|
|
||
Interest expense
|
(8,556
|
)
|
|
(15,119
|
)
|
||
Other income, net
|
41
|
|
|
74
|
|
||
Income (loss) before income taxes
|
6,873
|
|
|
(3,662
|
)
|
||
Income tax expense (benefit)
|
2,045
|
|
|
(1,398
|
)
|
||
Income (loss) from continuing operations
|
4,828
|
|
|
(2,264
|
)
|
||
Income from discontinued operations, net of tax
|
—
|
|
|
1,211
|
|
||
Loss on sale of discontinued operations, net of tax
|
(1,346
|
)
|
|
—
|
|
||
Net income (loss)
|
$
|
3,482
|
|
|
$
|
(1,053
|
)
|
|
|
|
|
||||
Earnings (loss) per share data:
|
|
|
|
||||
Earnings (loss) from continuing operations per share - basic
|
$
|
0.11
|
|
|
$
|
(0.05
|
)
|
Earnings (loss) from continuing operations per share - diluted
|
$
|
0.11
|
|
|
$
|
(0.05
|
)
|
|
|
|
|
|
|
||
(Loss) earnings from discontinued operations per share - basic
|
$
|
(0.03
|
)
|
|
$
|
0.03
|
|
(Loss) earnings from discontinued operations per share - diluted
|
$
|
(0.03
|
)
|
|
$
|
0.03
|
|
|
|
|
|
|
|
||
Earnings (loss) per share - basic
|
$
|
0.08
|
|
|
$
|
(0.02
|
)
|
Earnings (loss) per share - diluted
|
$
|
0.08
|
|
|
$
|
(0.02
|
)
|
|
|
|
|
||||
Weighted average shares outstanding:
|
|
|
|
||||
Basic
|
42,932,024
|
|
|
42,879,874
|
|
||
Diluted
|
42,944,829
|
|
|
42,879,874
|
|
||
|
|
|
|
||||
Comprehensive income (loss):
|
|
|
|
||||
Net income (loss)
|
$
|
3,482
|
|
|
$
|
(1,053
|
)
|
Foreign currency translation adjustment
|
1,570
|
|
|
(2,371
|
)
|
||
Unrealized (loss) income on derivatives, net of taxes of $1.3 million and $0.5 million, respectively
|
(3,496
|
)
|
|
1,163
|
|
||
Total other comprehensive (loss)
|
(1,926
|
)
|
|
(1,208
|
)
|
||
Total comprehensive income (loss)
|
$
|
1,556
|
|
|
$
|
(2,261
|
)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
4,978
|
|
|
$
|
15,299
|
|
Accounts receivable—net of allowance for doubtful accounts of $3,578 and $3,239, respectively
|
303,445
|
|
|
276,043
|
|
||
Other receivables
|
42,908
|
|
|
57,472
|
|
||
Inventories
|
170,584
|
|
|
165,989
|
|
||
Prepaid expenses and other current assets
|
13,715
|
|
|
9,053
|
|
||
Total current assets
|
535,630
|
|
|
523,856
|
|
||
Property and equipment, net
|
148,491
|
|
|
151,641
|
|
||
Right-of-use assets, net
|
116,245
|
|
|
—
|
|
||
Intangible assets, net
|
134,887
|
|
|
145,876
|
|
||
Goodwill
|
487,888
|
|
|
484,941
|
|
||
Other assets
|
5,816
|
|
|
10,393
|
|
||
Total assets
|
$
|
1,428,957
|
|
|
$
|
1,316,707
|
|
Liabilities and stockholders' equity:
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|||
Accounts payable
|
$
|
149,519
|
|
|
$
|
137,773
|
|
Accrued payroll and employee benefits
|
21,281
|
|
|
28,830
|
|
||
Accrued taxes
|
11,043
|
|
|
11,867
|
|
||
Tax receivable agreement
|
27,676
|
|
|
16,667
|
|
||
Current portion of term loan, net
|
4,500
|
|
|
4,500
|
|
||
Current portion of lease liabilities
|
28,061
|
|
|
—
|
|
||
Other current liabilities
|
18,849
|
|
|
19,979
|
|
||
Total current liabilities
|
260,929
|
|
|
219,616
|
|
||
Asset-based revolving credit facility
|
153,500
|
|
|
146,000
|
|
||
Long-term portion of term loan, net
|
437,158
|
|
|
437,999
|
|
||
Tax receivable agreement
|
90,272
|
|
|
117,948
|
|
||
Deferred income taxes, net
|
19,723
|
|
|
20,678
|
|
||
Long-term portion of lease liabilities
|
96,006
|
|
|
—
|
|
||
Other liabilities
|
2,937
|
|
|
8,117
|
|
||
Total liabilities
|
1,060,525
|
|
|
950,358
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
|
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
||||
Preferred stock, $0.001 par value, authorized 10,000,000 shares; 0 shares issued
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, authorized 190,000,000 shares; 42,986,683 and 42,907,326 shares issued, respectively
|
13
|
|
|
13
|
|
||
Additional paid-in capital
|
333,029
|
|
|
332,330
|
|
||
Retained earnings
|
37,497
|
|
|
34,187
|
|
||
Accumulated other comprehensive loss
|
(2,107
|
)
|
|
(181
|
)
|
||
Total stockholders' equity
|
368,432
|
|
|
366,349
|
|
||
Total liabilities and stockholders' equity
|
$
|
1,428,957
|
|
|
$
|
1,316,707
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
|
|||
Net income (loss)
|
$
|
3,482
|
|
|
$
|
(1,053
|
)
|
Less: loss on sale of discontinued operations
|
(1,346
|
)
|
|
—
|
|
||
Less: net income from discontinued operations
|
—
|
|
|
1,211
|
|
||
Net income (loss) from continuing operations
|
4,828
|
|
|
(2,264
|
)
|
||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities of continuing operations:
|
|
|
|
|
|||
Depreciation
|
8,846
|
|
|
7,685
|
|
||
Amortization of intangible assets
|
11,496
|
|
|
10,692
|
|
||
Amortization of debt issuance costs and debt discount
|
539
|
|
|
2,624
|
|
||
Inventory fair value purchase accounting adjustment
|
196
|
|
|
407
|
|
||
Provision for doubtful accounts
|
636
|
|
|
413
|
|
||
Stock-based compensation
|
829
|
|
|
242
|
|
||
Unrealized gain on derivative instruments, net
|
—
|
|
|
(74
|
)
|
||
Loss on disposal of property and equipment
|
191
|
|
|
12
|
|
||
Right-of-use assets non-cash expense
|
6,743
|
|
|
—
|
|
||
Deferred income taxes
|
211
|
|
|
(1,614
|
)
|
||
Change in assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
||
Accounts receivable
|
(23,860
|
)
|
|
(26,783
|
)
|
||
Other receivables
|
16,851
|
|
|
5,112
|
|
||
Inventories
|
(2,917
|
)
|
|
(4,554
|
)
|
||
Prepaid expenses and other current assets
|
(2,206
|
)
|
|
1,211
|
|
||
Other assets
|
(15
|
)
|
|
651
|
|
||
Accounts payable
|
9,182
|
|
|
8,385
|
|
||
Accrued payroll and employee benefits
|
(7,601
|
)
|
|
1,715
|
|
||
Accrued taxes
|
(831
|
)
|
|
3,035
|
|
||
Other liabilities
|
(5,409
|
)
|
|
(12,007
|
)
|
||
Net cash provided by (used in) operating activities from continuing operations
|
17,709
|
|
|
(5,112
|
)
|
||
Cash flows from investing activities from continuing operations:
|
|
|
|
|
|
||
Purchases of property and equipment
|
(5,242
|
)
|
|
(7,286
|
)
|
||
Payment of net working capital adjustments related to acquisitions
|
(13
|
)
|
|
(15
|
)
|
||
Proceeds from net working capital adjustments related to acquisitions
|
—
|
|
|
178
|
|
||
Proceeds from the disposal of fixed assets
|
238
|
|
|
200
|
|
||
Acquisitions, net of cash acquired
|
(10,757
|
)
|
|
(21,233
|
)
|
||
Net cash used in investing activities from continuing operations
|
(15,774
|
)
|
|
(28,156
|
)
|
||
Cash flows from financing activities from continuing operations:
|
|
|
|
|
|
||
Proceeds from asset-based revolving credit facility
|
145,276
|
|
|
131,224
|
|
||
Repayments of asset-based revolving credit facility
|
(137,776
|
)
|
|
(88,724
|
)
|
||
Principal payments for term loan
|
(1,125
|
)
|
|
—
|
|
||
Payment related to tax receivable agreement
|
(16,667
|
)
|
|
—
|
|
||
Tax withholding payment related to net settlement of equity awards
|
(130
|
)
|
|
(45
|
)
|
Principal repayment of finance lease obligations
|
(654
|
)
|
|
(680
|
)
|
||
Net cash (used in) provided by financing activities from continuing operations
|
(11,076
|
)
|
|
41,775
|
|
||
Net cash used in operating activities from discontinued operations
|
—
|
|
|
(11,429
|
)
|
||
Net cash used in investing activities from discontinued operations
|
(1,346
|
)
|
|
(308
|
)
|
||
Net cash used in financing activities of discontinued operations
|
—
|
|
|
(65
|
)
|
||
Net cash used in discontinued operations
|
(1,346
|
)
|
|
(11,802
|
)
|
||
Effect of exchange rate changes on cash
|
166
|
|
|
(161
|
)
|
||
Net decrease in cash
|
(10,321
|
)
|
|
(3,456
|
)
|
||
Cash and cash equivalents at beginning of period
|
15,299
|
|
|
12,101
|
|
||
Cash and cash equivalents at end of period
|
$
|
4,978
|
|
|
$
|
8,645
|
|
|
|
|
|
|
|
||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||
Cash paid for income taxes
|
$
|
79
|
|
|
$
|
—
|
|
Cash paid for interest
|
$
|
8,613
|
|
|
$
|
24,201
|
|
Supplemental disclosures of non-cash investing and financing activities:
|
|
|
|
|
|||
Change in fair value of derivatives, net of tax
|
$
|
3,496
|
|
|
$
|
1,163
|
|
Goodwill adjustment for purchase price allocation
|
$
|
187
|
|
|
$
|
202
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||||
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Shares
|
|
Amount
|
|
Additional Paid in Capital
|
|
Retained Earnings
|
|
Other Comprehensive Loss
|
|
Total Stockholders' Equity
|
|||||||||||
Balance at December 31, 2018
|
42,907,326
|
|
|
$
|
13
|
|
|
$
|
332,330
|
|
|
$
|
34,187
|
|
|
$
|
(181
|
)
|
|
$
|
366,349
|
|
Adoption of derivatives guidance
|
—
|
|
|
—
|
|
|
—
|
|
|
(172
|
)
|
|
172
|
|
|
—
|
|
|||||
Stock-based compensation
|
|
|
|
—
|
|
|
829
|
|
|
—
|
|
|
—
|
|
|
829
|
|
|||||
Vesting of restricted stock units
|
93,014
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Shares withheld related to net settlement of equity awards
|
(13,657
|
)
|
|
—
|
|
|
(130
|
)
|
|
—
|
|
|
—
|
|
|
(130
|
)
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,098
|
)
|
|
(2,098
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
3,482
|
|
|
|
|
|
3,482
|
|
|||||
Balance at March 31, 2019
|
42,986,683
|
|
|
$
|
13
|
|
|
$
|
333,029
|
|
|
$
|
37,497
|
|
|
$
|
(2,107
|
)
|
|
$
|
368,432
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||||||
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Shares
|
|
Amount
|
|
Additional Paid in Capital
|
|
Retained Earnings
|
|
Other Comprehensive Income
|
|
Total Stockholders' Equity
|
|||||||||||
Balance at December 31, 2017
|
42,865,407
|
|
|
$
|
13
|
|
|
$
|
330,113
|
|
|
$
|
46,184
|
|
|
$
|
2,354
|
|
|
$
|
378,664
|
|
Adoption of tax guidance
|
—
|
|
|
—
|
|
|
—
|
|
|
180
|
|
|
(180
|
)
|
|
—
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
271
|
|
|
—
|
|
|
—
|
|
|
271
|
|
|||||
Vesting of restricted stock units
|
29,050
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Shares withheld related to net settlement of equity awards
|
(3,205
|
)
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,028
|
)
|
|
(1,028
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,053
|
)
|
|
—
|
|
|
(1,053
|
)
|
|||||
Balance at March 31, 2018
|
42,891,252
|
|
|
$
|
13
|
|
|
$
|
330,339
|
|
|
$
|
45,311
|
|
|
$
|
1,146
|
|
|
$
|
376,809
|
|
|
Three Months Ended
March 31, 2018 |
||
Net sales
|
$
|
72,636
|
|
Cost of goods sold
|
52,633
|
|
|
Gross profit
|
20,003
|
|
|
Operating expenses:
|
|
||
Selling, general and administrative expenses
|
16,770
|
|
|
Depreciation and amortization
|
1,489
|
|
|
Total operating expenses
|
18,259
|
|
|
Income from operations
|
1,744
|
|
|
Interest expense
|
(13
|
)
|
|
Other expense, net
|
(7
|
)
|
|
Income from discontinued operations before income taxes
|
1,724
|
|
|
Income tax expense
|
513
|
|
|
Net income from discontinued operations, net of tax
|
$
|
1,211
|
|
|
March 31, 2019
|
|||||||||
|
United States
|
|
Canada
|
Total
|
||||||
Operating leases:
|
|
|
|
|
||||||
Real estate ROU assets, gross
|
$
|
97,153
|
|
|
$
|
15,069
|
|
$
|
112,222
|
|
Accumulated amortization
|
(6,341
|
)
|
|
(651
|
)
|
(6,992
|
)
|
|||
Real estate ROU assets, net
|
$
|
90,812
|
|
|
$
|
14,418
|
|
$
|
105,230
|
|
Real estate lease liability
|
$
|
89,373
|
|
|
$
|
14,373
|
|
$
|
103,746
|
|
|
|
|
|
|
||||||
Vehicle and equipment ROU assets, gross
|
$
|
11,149
|
|
|
$
|
586
|
|
$
|
11,735
|
|
Accumulated amortization
|
(668
|
)
|
|
(52
|
)
|
(720
|
)
|
|||
Vehicle and equipment ROU assets, net
|
$
|
10,481
|
|
|
$
|
534
|
|
$
|
11,015
|
|
Vehicle and equipment - lease liability
|
$
|
10,480
|
|
|
$
|
533
|
|
$
|
11,013
|
|
|
|
|
|
|
||||||
Total ROU assets, net
|
$
|
101,293
|
|
|
$
|
14,952
|
|
$
|
116,245
|
|
Total operating lease liability
|
$
|
99,853
|
|
|
$
|
14,906
|
|
$
|
114,759
|
|
|
|
|
|
|
||||||
Finance leases included in property and equipment, net:
|
|
|
|
|
||||||
Vehicle and equipment - ROU assets
|
$
|
6,379
|
|
|
$
|
2,830
|
|
$
|
9,209
|
|
Accumulated depreciation
|
(488
|
)
|
|
(180
|
)
|
(668
|
)
|
|||
Total vehicle and equipment ROU assets, net
|
$
|
5,891
|
|
|
$
|
2,650
|
|
$
|
8,541
|
|
Total vehicle and equipment lease liability
|
$
|
6,335
|
|
|
$
|
2,973
|
|
$
|
9,308
|
|
|
|
|
|
Income Statement Classification
|
||
Operating leases:
|
|
|
|
|
||
Lease cost
|
|
$
|
8,052
|
|
|
Selling, general and administrative expenses
|
Variable lease cost
|
|
1,053
|
|
|
Selling, general and administrative expenses
|
|
Operating lease cost
|
|
9,105
|
|
|
|
|
Finance leases:
|
|
|
|
|
||
Amortization of ROU assets
|
|
668
|
|
|
Depreciation and amortization
|
|
Interest on lease liabilities
|
|
124
|
|
|
Interest expense
|
|
Finance lease cost
|
|
792
|
|
|
|
|
Total lease cost
|
|
$
|
9,897
|
|
|
|
|
|
Operating Leases
|
|
Finance Leases
|
Weighted average remaining lease term (years)
|
|
5.55
|
|
3.89
|
Weighted average discount rate
|
|
4.6%
|
|
5.2%
|
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
2019 (excluding the three months ended March 31, 2019)
|
|
$
|
23,041
|
|
|
$
|
2,321
|
|
|
$
|
25,362
|
|
2020
|
|
27,823
|
|
|
2,891
|
|
|
30,714
|
|
|||
2021
|
|
25,349
|
|
|
2,429
|
|
|
27,778
|
|
|||
2022
|
|
19,405
|
|
|
1,483
|
|
|
20,888
|
|
|||
2023
|
|
13,665
|
|
|
959
|
|
|
14,624
|
|
|||
2024 and thereafter
|
|
20,914
|
|
|
160
|
|
|
21,074
|
|
|||
Total lease payments
|
|
$
|
130,197
|
|
|
$
|
10,243
|
|
|
$
|
140,440
|
|
Less amount representing interest
|
|
(15,438
|
)
|
|
(935
|
)
|
|
(16,373
|
)
|
|||
Total
|
|
$
|
114,759
|
|
|
$
|
9,308
|
|
|
$
|
124,067
|
|
|
|
|
|
|
|
|
||||||
Current portion of lease liabilities
|
|
$
|
25,390
|
|
|
$
|
2,671
|
|
|
$
|
28,061
|
|
Long-term portion of lease liabilities
|
|
$
|
89,369
|
|
|
$
|
6,637
|
|
|
$
|
96,006
|
|
Years Ending December 31,
|
Total
|
||
2019
|
$
|
29,289
|
|
2020
|
26,202
|
|
|
2021
|
23,796
|
|
|
2022
|
18,120
|
|
|
2023
|
12,647
|
|
|
Thereafter
|
19,856
|
|
|
|
$
|
129,910
|
|
|
|
Three Months Ended March 31, 2019
|
||
Assets acquired:
|
|
|
||
Cash
|
|
$
|
1
|
|
Accounts receivable
|
|
3,532
|
|
|
Other receivables
|
|
2,005
|
|
|
Inventories
|
|
1,718
|
|
|
Property and equipment
|
|
497
|
|
|
Goodwill
|
|
2,246
|
|
|
Intangible assets
|
|
2,934
|
|
|
Total assets acquired
|
|
12,933
|
|
|
Liabilities assumed:
|
|
|
||
Accounts payable
|
|
(2,167
|
)
|
|
Accrued expenses and other current liabilities
|
|
(8
|
)
|
|
Total liabilities assumed
|
|
(2,175
|
)
|
|
Total net assets acquired
|
|
$
|
10,758
|
|
|
Carrying Value
|
||
Balance at December 31, 2018
|
$
|
484,941
|
|
Goodwill acquired
|
2,246
|
|
|
Purchase price allocation adjustments from prior periods
|
200
|
|
|
Impact of foreign currency exchange rates
|
501
|
|
|
Balance at March 31, 2019
|
$
|
487,888
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Tradenames
|
$
|
15,980
|
|
|
$
|
(11,208
|
)
|
|
$
|
4,772
|
|
|
$
|
15,980
|
|
|
$
|
(10,423
|
)
|
|
$
|
5,557
|
|
Customer relationships
|
253,605
|
|
|
(123,490
|
)
|
|
130,115
|
|
|
250,498
|
|
|
(112,757
|
)
|
|
137,741
|
|
||||||
Other intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
3,489
|
|
|
(911
|
)
|
|
2,578
|
|
||||||
|
$
|
269,585
|
|
|
$
|
(134,698
|
)
|
|
$
|
134,887
|
|
|
$
|
269,967
|
|
|
$
|
(124,091
|
)
|
|
$
|
145,876
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
2018 Term Loan Facility
|
$
|
448,875
|
|
|
$
|
450,000
|
|
Unamortized deferred financing and issuance costs - term loan
|
(7,217
|
)
|
|
(7,501
|
)
|
||
Revolving credit facilities
|
153,500
|
|
|
146,000
|
|
||
Unamortized deferred financing costs - revolving credit facilities
|
(4,418
|
)
|
|
(4,673
|
)
|
||
|
$
|
590,740
|
|
|
$
|
583,826
|
|
|
Foreign Currency Translation (Losses) Gains
|
|
Unrealized Gain (Loss) on Derivatives, Net of Taxes
|
|
Total
|
||||||
Balance at December 31, 2018
|
$
|
(3,085
|
)
|
|
$
|
2,904
|
|
|
$
|
(181
|
)
|
Other comprehensive income (loss)
|
1,570
|
|
|
(3,496
|
)
|
|
(1,926
|
)
|
|||
Balance at March 31, 2019
|
$
|
(1,515
|
)
|
|
$
|
(592
|
)
|
|
$
|
(2,107
|
)
|
|
Fair Value Measurements as of March 31, 2019
|
||||||||||||||
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Total Fair Value
|
||||||||
Recurring:
|
|
|
|
|
|
|
|
||||||||
Other current assets
|
|
|
|
|
|
|
|
||||||||
Derivative asset (Note 5)
|
$
|
—
|
|
|
$
|
2,434
|
|
|
$
|
—
|
|
|
$
|
2,434
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative liability (Note 5)
|
$
|
—
|
|
|
$
|
(2,962
|
)
|
|
$
|
—
|
|
|
$
|
(2,962
|
)
|
|
Fair Value Measurements as of December 31, 2018
|
||||||||||||||
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Total Fair Value
|
||||||||
Recurring:
|
|
|
|
|
|
|
|
||||||||
Non-current assets
|
|
|
|
|
|
|
|
||||||||
Derivative asset (Note 5)
|
$
|
—
|
|
|
$
|
4,344
|
|
|
$
|
—
|
|
|
$
|
4,344
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Property, plant and equipment, net
|
|
|
|
||||
United States
|
$
|
133,901
|
|
|
$
|
137,252
|
|
Canada
|
14,590
|
|
|
14,389
|
|
||
Total property, plant and equipment, net
|
$
|
148,491
|
|
|
$
|
151,641
|
|
Right-of-use assets, net
|
|
|
|
||||
United States
|
$
|
101,293
|
|
|
$
|
—
|
|
Canada
|
14,952
|
|
|
—
|
|
||
Total right-of-use assets, net
|
$
|
116,245
|
|
|
$
|
—
|
|
Goodwill
|
|
|
|
||||
United States
|
$
|
460,584
|
|
|
$
|
460,384
|
|
Canada
|
27,304
|
|
|
24,557
|
|
||
Total goodwill
|
$
|
487,888
|
|
|
$
|
484,941
|
|
Intangibles, net
|
|
|
|
|
|||
United States
|
$
|
127,740
|
|
|
$
|
141,186
|
|
Canada
|
7,147
|
|
|
4,690
|
|
||
Total intangibles, net
|
$
|
134,887
|
|
|
$
|
145,876
|
|
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Wallboard
|
$
|
202,914
|
|
39.4
|
%
|
|
$
|
180,653
|
|
39.0
|
%
|
|
$
|
22,261
|
|
|
12.3
|
%
|
Suspended ceiling systems
|
88,996
|
|
17.3
|
%
|
|
86,179
|
|
18.6
|
%
|
|
2,817
|
|
|
3.3
|
%
|
|||
Metal framing
|
99,251
|
|
19.3
|
%
|
|
73,967
|
|
16.0
|
%
|
|
25,284
|
|
|
34.2
|
%
|
|||
Complementary and other products
|
123,711
|
|
24.0
|
%
|
|
122,862
|
|
26.4
|
%
|
|
849
|
|
|
0.7
|
%
|
|||
Total net sales
|
$
|
514,872
|
|
100.0
|
%
|
|
$
|
463,661
|
|
100.0
|
%
|
|
$
|
51,211
|
|
|
11.0
|
%
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Accrued expenses
|
$
|
4,914
|
|
|
$
|
5,080
|
|
Accrued interest
|
390
|
|
|
1,315
|
|
||
Accrued other
|
13,545
|
|
|
13,584
|
|
||
Total other current liabilities
|
$
|
18,849
|
|
|
$
|
19,979
|
|
|
|
Three Months Ended March 31,
|
||||
|
|
2019
|
|
2018
|
||
Weighted average shares used in basic computations
|
|
42,932,024
|
|
|
42,879,874
|
|
Dilutive effect of stock options and restricted stock units
|
|
12,805
|
|
|
—
|
|
Weighted average shares used in diluted computations
|
|
42,944,829
|
|
|
42,879,874
|
|
Acquisitions
|
|
Effective Date of Acquisition
|
|
Branch Locations
|
|
# of Branches Acquired
|
Select Acoustic Supply Inc.
|
|
May 1, 2019
|
|
Ontario, Canada
|
|
1
|
Builders' Supplies Limited
|
|
February 1, 2019
|
|
Ontario, Canada
|
|
3
|
Total
|
|
|
|
|
|
4
|
|
Three Months Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
||||||||
(dollars in thousands)
|
|
|
|
|
|
||||||
Statements of operations data
|
|
|
|
|
|
||||||
Net sales
|
$
|
514,872
|
|
100.0
|
%
|
|
$
|
463,661
|
|
100.0
|
%
|
Cost of goods sold
|
361,912
|
|
70.3
|
%
|
|
329,224
|
|
71.0
|
%
|
||
Gross profit
|
152,960
|
|
29.7
|
%
|
|
134,437
|
|
29.0
|
%
|
||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
117,230
|
|
22.8
|
%
|
|
104,657
|
|
22.6
|
%
|
||
Depreciation and amortization
|
20,342
|
|
4.0
|
%
|
|
18,397
|
|
4.0
|
%
|
||
Total operating expenses
|
137,572
|
|
26.8
|
%
|
|
123,054
|
|
26.6
|
%
|
||
Income from operations
|
15,388
|
|
2.9
|
%
|
|
11,383
|
|
2.4
|
%
|
||
Interest expense
|
(8,556
|
)
|
(1.7
|
)%
|
|
(15,119
|
)
|
(3.3
|
)%
|
||
Other income, net
|
41
|
|
—
|
%
|
|
74
|
|
—
|
%
|
||
Income (loss) before income taxes
|
6,873
|
|
1.2
|
%
|
|
(3,662
|
)
|
(0.9
|
)%
|
||
Income tax expense (benefit)
|
2,045
|
|
0.4
|
%
|
|
(1,398
|
)
|
(0.3
|
)%
|
||
Income (loss) from continuing operations
|
4,828
|
|
0.8
|
%
|
|
(2,264
|
)
|
(0.6
|
)%
|
||
Income from discontinued operations, net of tax
|
—
|
|
—
|
%
|
|
1,211
|
|
0.3
|
%
|
||
Loss on sale from discontinued operations, net of tax
|
(1,346
|
)
|
(0.3
|
)%
|
|
—
|
|
—
|
%
|
||
Net income (loss)
|
$
|
3,482
|
|
0.5
|
%
|
|
$
|
(1,053
|
)
|
(0.3
|
)%
|
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Wallboard
|
$
|
202,914
|
|
39.4
|
%
|
|
$
|
180,653
|
|
39.0
|
%
|
|
$
|
22,261
|
|
|
12.3
|
%
|
Suspended ceiling systems
|
88,996
|
|
17.3
|
%
|
|
86,179
|
|
18.6
|
%
|
|
2,817
|
|
|
3.3
|
%
|
|||
Metal framing
|
99,251
|
|
19.3
|
%
|
|
73,967
|
|
16.0
|
%
|
|
25,284
|
|
|
34.2
|
%
|
|||
Complementary and other products
|
123,711
|
|
24.0
|
%
|
|
122,862
|
|
26.4
|
%
|
|
849
|
|
|
0.7
|
%
|
|||
Total net sales
|
$
|
514,872
|
|
100.0
|
%
|
|
$
|
463,661
|
|
100.0
|
%
|
|
$
|
51,211
|
|
|
11.0
|
%
|
Total gross profit
|
$
|
152,960
|
|
|
|
$
|
134,437
|
|
|
|
$
|
18,523
|
|
|
13.8
|
%
|
||
Total gross margin
|
29.7
|
%
|
|
|
29.0
|
%
|
|
|
0.7
|
%
|
|
|
|
•
|
an increase in wallboard net sales of $9.5 million, or 5.5%, primarily due to an increase in average selling price of 1.4% and an increase in wallboard unit volume of 4.1%. On a daily net sales basis, wallboard increased by 7.2% driven by an average daily unit volume growth of 5.8%.
|
•
|
a decrease in suspended ceiling systems net sales of $0.2 million, or 0.2%. On a daily net sales basis, suspended ceiling systems increased by 1.3%, which was primarily due to favorable pricing gains.
|
•
|
an increase in metal framing net sales of $17.9 million, or 24.9%. On a daily net sales basis, metal framing increased by 26.8%. The increase in metal framing net sales was primarily due to an increase in commercial construction activity and pricing gains.
|
•
|
an increase in complementary and other product net sales of $2.2 million, or 2.0%. On a daily net sales basis, complementary and other products increased by 3.7%. The increase in complementary and other net sales was primarily due to our continued initiatives to increase complementary product sales.
|
|
|
As of March 31, 2019
|
||
(in thousands)
|
|
|
||
Total gross debt
|
|
$
|
602,375
|
|
Finance leases
|
|
9,308
|
|
|
Consolidated Total Debt
|
|
$
|
611,683
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
(in thousands)
|
|
|
|
||||
Net cash provided by (used in) operating activities
|
$
|
17,709
|
|
|
$
|
(5,112
|
)
|
Net cash used in investing activities
|
$
|
(15,774
|
)
|
|
$
|
(28,156
|
)
|
Net cash (used in) provided by financing activities
|
$
|
(11,076
|
)
|
|
$
|
41,775
|
|
•
|
It does not reflect our cash outlays for capital expenditures or future contractual commitments;
|
•
|
It does not reflect changes in, or cash requirements for, working capital;
|
•
|
It does not reflect interest expense or the cash requirements necessary to service interest or principal payments on indebtedness;
|
•
|
It does not reflect income tax expense or the cash necessary to pay income taxes; and
|
•
|
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and this non-GAAP measure does not reflect cash requirements for such replacements.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
(dollars in thousands)
|
|
|
|
||||
Net income (loss) from continuing operations
|
$
|
4,828
|
|
|
$
|
(2,264
|
)
|
Interest expense, net
|
8,585
|
|
|
15,098
|
|
||
Income tax expense (benefit)
|
2,045
|
|
|
(1,398
|
)
|
||
Depreciation and amortization
|
20,342
|
|
|
18,397
|
|
||
Unrealized gain on derivative financial instruments
|
—
|
|
|
(74
|
)
|
||
IPO and public company readiness expenses
|
—
|
|
|
89
|
|
||
Stock-based compensation
|
829
|
|
|
242
|
|
||
Non-cash purchase accounting effects
(a)
|
—
|
|
|
407
|
|
||
Loss on disposal of property and equipment
|
191
|
|
|
12
|
|
||
Transaction costs
(b)
|
645
|
|
|
917
|
|
||
Adjusted EBITDA
|
$
|
37,465
|
|
|
$
|
31,426
|
|
Adjusted EBITDA margin
(c)
|
7.3
|
%
|
|
6.8
|
%
|
(a)
|
Adjusts for the effect of the purchase accounting step-up in the value of inventory to fair value recognized as a result of acquisitions.
|
(b)
|
Represents costs related to our transactions, including fees to financial advisors, accountants, attorneys and other professionals as well as certain internal corporate development costs.
|
(c)
|
Adjusted EBITDA margin represents Adjusted EBITDA divided by net sales.
|
Exhibit Number
|
|
Description
|
|||
|
|||||
|
|||||
|
|||||
|
|||||
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.
|
FOUNDATION BUILDING MATERIALS, INC.
|
Date: May 7, 2019
|
BY:
|
/s/ John Gorey
|
|
|
John Gorey
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
/s/ Barbara J. Bitzer
|
|
|
Barbara J. Bitzer
|
|
|
Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
/s/ Ruben Mendoza
|
|
|
Ruben Mendoza
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
/s/ John Gorey
|
|
|
John Gorey
|
|
|
Chief Financial Officer
|
|
|
|
Date: May 7, 2019
|
|
/s/ Ruben Mendoza
|
|
|
Ruben Mendoza
|
|
|
President and Chief Executive Officer
|
|
|
|
Date: May 7, 2019
|
|
/s/ John Gorey
|
|
|
John Gorey
|
|
|
Chief Financial Officer
|