10-Q

I

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to                

Commission File Number 0-51357

BUILDERS FIRSTSOURCE, INC.

(Exact name of registrant as specified in its charter)

Delaware	52-2084569
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2001 Bryan Street, Suite 1600
Dallas, Texas	75201
(Address of principal executive offices)	(Zip Code)

(214) 880-3500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share	BLDR	NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Small reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

The number of shares of the issuer’s common stock, par value $0.01, outstanding as of May 4, 2021 was 207,133,523.

BUILDERS FIRSTSOURCE, INC.

Index to Form 10-Q

		Page
	PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Condensed Consolidated Statement of Operations (Unaudited) for the Three Months Ended March 31, 2021 and 2020	3
	Condensed Consolidated Balance Sheet (Unaudited) as of March 31, 2021 and December 31, 2020	4
	Condensed Consolidated Statement of Cash Flows (Unaudited) for the Three Months Ended March 31, 2021 and 2020	5
	Condensed Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) for the Three Months Ended March 31, 2021 and March 31, 2020	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
	PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 6.	Exhibits	30

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

BUILDERS FIRSTSOURCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

	Three Months Ended March 31,
	2021		2020
	(Unaudited) (In thousands, except per share amounts)
Net sales	$	4,173,775	$	1,787,021
Cost of sales		3,104,221		1,321,608
Gross margin		1,069,554		465,413
Selling, general and administrative expenses		821,598		404,466
Income from operations		247,956		60,947
Interest expense, net		31,844		51,931
Income before income taxes		216,112		9,016
Income tax expense		43,532		249
Net income	$	172,580	$	8,767
Net income per share:
Basic	$	0.84	$	0.08
Diluted	$	0.83	$	0.07
Weighted average common shares:
Basic		206,571		116,258
Diluted		208,624		117,494

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BUILDERS FIRSTSOURCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

	March 31, 2021		December 31, 2020
	(Unaudited) (In thousands, except per share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	19,118	$	423,806
Accounts receivable, less allowances of $30,630 and $17,637 at March 31, 2021 and    December 31, 2020, respectively		1,749,650		880,018
Other receivables		96,835		76,436
Inventories, net		1,585,612		784,527
Other current assets		119,453		58,895
Total current assets		3,570,668		2,223,682
Property, plant and equipment, net		1,297,756		749,130
Operating lease right-of-use assets, net		442,440		274,562
Goodwill		2,536,909		785,305
Intangible assets, net		1,501,250		119,882
Other assets, net		30,483		21,110
Total assets	$	9,379,506	$	4,173,671
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,123,804	$	600,357
Accrued liabilities		628,924		385,536
Current portion of operating lease liabilities		94,316		61,625
Current maturities of long-term debt		14,134		27,335
Total current liabilities		1,861,178		1,074,853
Noncurrent portion of operating lease liabilities		356,549		219,239
Long-term debt, net of current maturities, debt discount, and debt issuance costs		1,658,109		1,596,905
Deferred income taxes		390,577		49,495
Other long-term liabilities		129,148		80,396
Total liabilities		4,395,561		3,020,888
Commitments and contingencies (Note 13)
Stockholders' equity:
Preferred stock, $0.01 par value, 10,000 shares authorized; zero shares issued and outstanding		—		—
Common stock, $0.01 par value, 300,000 shares authorized; 206,858 and 116,829 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		2,069		1,168
Additional paid-in capital		4,246,922		589,241
Retained earnings		734,954		562,374
Total stockholders' equity		4,983,945		1,152,783
Total liabilities and stockholders' equity	$	9,379,506	$	4,173,671

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BUILDERS FIRSTSOURCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

	Three months ended March 31,
	2021			2020
	(Unaudited) (In thousands)
Cash flows from operating activities:
Net income	$	172,580		$	8,767
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		134,331			29,400
Deferred income taxes		(8,857	)		875
Stock-based compensation expense		10,402			3,254
Other non-cash adjustments		2,874			5,900
Changes in assets and liabilities, net of assets acquired and liabilities assumed:
Receivables		(384,123	)		(61,998	)
Inventories		(340,940	)		(78,591	)
Other current assets		(27,664	)		(5,000	)
Other assets and liabilities		1,999			26,286
Accounts payable		241,621			108,295
Accrued liabilities		(2,731	)		(87,842	)
Net cash used in operating activities		(200,508	)		(50,654	)
Cash flows from investing activities:
Purchases of property, plant and equipment		(39,263	)		(28,498	)
Proceeds from sale of property, plant and equipment		3,194			538
Cash acquired in BMC Merger		167,490			—
Cash used for acquisitions		—			(15,893	)
Net cash provided by (used in) investing activities		131,421			(43,853	)
Cash flows from financing activities:
Borrowings under revolving credit facility		410,000			681,000
Repayments under revolving credit facility		(260,000	)		(398,000	)
Proceeds from long-term debt and other loans		—			550,000
Repayments of long-term debt and other loans		(468,671	)		(554,263	)
Payments of debt extinguishment costs		(2,475	)		(22,686	)
Payments of loan costs		(4,272	)		(8,332	)
Exercise of stock options		235			398
Repurchase of common stock		(10,418	)		(3,834	)
Net cash (used in) provided by financing activities		(335,601	)		244,283
Net change in cash and cash equivalents		(404,688	)		149,776
Cash and cash equivalents at beginning of period		423,806			14,096
Cash and cash equivalents at end of period	$	19,118		$	163,872

Supplemental disclosures of cash flow information:
Cash paid for interest	$	21,922	$	21,651
Cash paid for income taxes		21,701		150
Supplemental disclosures of non-cash activities:
Non-cash consideration for the BMC Merger	$	3,658,362	$	—
Accrued purchases of property, plant and equipment		6,734		5,238
Acquisition of assets under operating lease obligations		13,707		9,437
Acquisition of assets under finance lease obligations		1,644		2,679

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BUILDERS FIRSTSOURCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

							Additional
	Common Stock						Paid-in			Retained
	Shares			Amount			Capital			Earnings		Total
	(Unaudited)
	(In thousands)
Balance at December 31, 2019		116,052		$	1,161		$	574,955		$	248,837	$	824,953
Vesting of restricted stock units		579			6			(6	)		—		—
Stock-based compensation expense		—			—			3,254			—		3,254
Exercise of stock options		82			—			398			—		398
Shares withheld for restricted stock units vested		(168	)		(2	)		(3,832	)		—		(3,834	)
Net income		—			—			—			8,767		8,767
Balance at March 31, 2020		116,545		$	1,165		$	574,769		$	257,604	$	833,538
Balance at December 31, 2020		116,829		$	1,168		$	589,241		$	562,374	$	1,152,783
Merger consideration		89,586			896			3,657,466			—		3,658,362
Vesting of restricted stock units		648			6			(6	)		—		—
Stock-based compensation expense		—			—			10,402			—		10,402
Exercise of stock options		27			1			234			—		235
Shares withheld for restricted stock units vested		(232	)		(2	)		(10,415	)		—		(10,417	)
Net income		—			—			—			172,580		172,580
Balance at March 31, 2021		206,858		$	2,069		$	4,246,922		$	734,954	$	4,983,945

The accompanying notes are an integral part of these consolidated financial statements.

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BUILDERS FIRSTSOURCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation

Builders FirstSource, Inc., a Delaware corporation formed in 1998, is a leading supplier and manufacturer of building materials, manufactured components and construction services to professional homebuilders, sub-contractors, remodelers and consumers.  The Company operates approximately 550 locations in 40 states across the United States. In this quarterly report, references to the “Company,” “we,” “our,” “ours” or “us” refer to Builders FirstSource, Inc. and its consolidated subsidiaries unless otherwise stated or the context otherwise requires.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the dates and periods presented. Results for interim periods are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. Intercompany transactions are eliminated in consolidation.

The condensed consolidated balance sheet as of December 31, 2020 is derived from the audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. This condensed consolidated balance sheet as of December 31, 2020 and the unaudited condensed consolidated financial statements included herein should be read in conjunction with the more detailed audited consolidated financial statements for the year ended December 31, 2020 included in our most recent Form 10-K. Accounting policies used in the preparation of these unaudited condensed consolidated financial statements are consistent with the accounting policies described in the Notes to Consolidated Financial Statements included in our Form 10-K.

Segments

We offer an integrated solution to our customers by providing manufacturing, supply, and installation of a full range of structural and related building products directly to homebuilder customers. We manufacture floor trusses, roof trusses, wall panels, stairs, millwork, windows, and doors. We also provide a full range of construction services. These product and service offerings are distributed across our approximately 550 locations operating in 40 states across the United States. Following the merger with BMC Stock Holdings, Inc. on January 1, 2021, which is discussed in Note 2 to these condensed consolidated financial statements, the Company reorganized the structure of its internal organization.

Given the span and depth of our geographical reach, our locations are organized into three geographical divisions (East, Central, and West), which are also our operating segments.  Our operating divisions are organized on a geographical basis to facilitate a disaggregated management of the Company and to respond to the local needs of the customers in the markets we serve. All of our segments have similar customers, products and services, and distribution methods.

Due to these similarities, along with the similar economic profitability achieved across all our operating segments, we aggregate our three operating segments into one reportable segment. Centralized financial and operational oversight, including resource allocation and assessment of performance on an income (loss) from continuing operations before income taxes basis, is performed by our CEO, whom we have determined to be our chief operating decision maker (“CODM”).  

The accounting policies of our operating segments are consistent with the accounting policies described in the Notes to Consolidated Financial Statements included in our Form 10-K. Since the Company operates in one reportable segment, the primary measures reviewed by the CODM, including revenue, gross profit and income before income taxes, are shown in these condensed consolidated financial statements.

Business Combinations

When they meet the requirements under ASC 805, Business Combinations, merger and acquisition transactions are accounted for using the acquisition method, and accordingly the results of operations of the acquiree are included in the Company’s consolidated financial statements from the acquisition date. The consideration transferred is allocated to the identifiable assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with any excess recorded as goodwill. Transaction-related costs are expensed in the period the costs are incurred. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill.

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Comprehensive Income

Comprehensive income is equal to the net income for all periods presented.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The purpose of ASU 2020-04 is to provide optional guidance for a period of time related to accounting for reference rate reform on financial reporting. It is intended to reduce the potential burden of reviewing contract modifications related to discontinued rates. The amendments and expedients in this update are effective as of March 12, 2020 through December 31, 2022 and may be elected by topic. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.

In December 2019, the FASB issued an update to existing guidance under the Income Taxes topic of the FASB Accounting Standards Codification (“Codification”). This updated guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles in the Income Taxes topic. This guidance is effective for public companies annual and interim periods beginning after December 15, 2020 with early adoption permitted. The adoption of this guidance did not have a material impact on our consolidated financial statements.

2. Business Combination

On January 1, 2021, we completed our previously announced all stock merger transaction with BMC Stock Holdings, Inc., a Delaware corporation (“BMC”), pursuant to the Agreement and Plan of Merger, dated as of August 26, 2020 (as amended, restated, supplemented, or otherwise modified from time to time, the “Merger Agreement”), by and among Builders FirstSource, Inc., Boston Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of Builders FirstSource, Inc. (“Merger Sub”) and BMC. On the terms and subject to the conditions set forth in the Merger Agreement, on January 1, 2021, Merger Sub merged with and into BMC, with BMC continuing as the surviving corporation and a wholly owned subsidiary of Builders FirstSource, Inc. (the “BMC Merger”).  The BMC Merger expands the Company’s geographic reach and value-added offerings.

The BMC Merger was accounted for by the acquisition method, and accordingly the results of operations have been included in the Company’s consolidated financial statements from the acquisition date. Net sales and income before income taxes attributable to BMC were $1.4 billion and $42.8 million, respectively, for the three months ended March 31, 2021. Income before income taxes attributable to BMC reflects an increase in depreciation and amortization expense related to the recording of these assets at fair value as of the acquisition date and is also impacted by changes in the business post-acquisition. The consideration transferred was allocated to the identifiable assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with the excess recorded as goodwill. We incurred transaction-related costs of $17.6 million related to the BMC Merger during the three months ended March 31, 2021 which are included in selling, general and administrative expenses in the accompanying condensed consolidated statement of operations.

The consideration transferred was determined as the sum of the following: (A) the price per share of the Company’s common stock (“BFS common stock”) of $40.81 (based on the closing price per share of BFS common stock on December 31, 2020), multiplied by each of: (1) the approximately 88.7 million shares of BFS common stock issued to BMC stockholders in the BMC Merger (based on the number of shares of BMC common stock outstanding on December 31, 2020, multiplied by the exchange ratio as set forth in the Merger Agreement); and (2) the approximately 0.9 million shares of BFS common stock issued to holders of outstanding BMC restricted stock awards in connection with the BMC Merger (based on the number of BMC restricted stock awards outstanding as of December 31, 2020 (with performance-based awards vesting at target level of performance), multiplied by the exchange ratio as set forth in the Merger Agreement); plus (B) the fair value attributable to fully vested, outstanding options for BMC common stock held by current BMC employees that were assumed by the Company at the effective time and became options to purchase BFS common stock, with the number of shares and exercise price adjusted by the exchange ratio.

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The calculation of consideration transferred is as follows:

(In thousands, except ratios and per share amounts)	Amount
Number of BMC common shares outstanding		67,568
Exchange ratio for common shares outstanding per Merger Agreement		1.3125
Shares of BFS common stock issued for BMC outstanding common    stock		88,683
Number of BMC stock awards that vested as a result of the BMC    Merger		688
Exchange ratio for stock awards expected to vest per Merger    Agreement		1.3125
Shares of BFS common stock issued for BMC vested equity awards		903
Price per share of BFS common stock	$	40.81
Fair value of BFS common stock issued for BMC outstanding common    stock and vested equity awards	$	3,655,988
Fair value of modified BMC fully vested, unexercised options		2,374
Total consideration transferred	$	3,658,362

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed for BMC (in thousands):

(In thousands)		Amount
Cash and cash equivalents	$	167,490
Accounts receivable		469,204
Other receivables		36,704
Inventories		460,146
Other current assets		32,891
Property, plant and equipment		555,170
Operating lease right-of-use assets		179,133
Goodwill		1,751,604
Intangible assets		1,470,000
Other assets		6,244
Total assets	$	5,128,586
Accounts payable	$	279,980
Accrued liabilities		246,119
Operating lease liabilities		180,650
Long-term debt		366,797
Deferred income taxes		349,971
Other long-term liabilities		46,707
Total liabilities	$	1,470,224
Total consideration transferred	$	3,658,362

The allocation of the consideration transferred for the BMC Merger is preliminary and based upon all information available to the Company at the time of filing, and is subject to change. The Company is in the process of finalizing its valuation of the identified acquired intangible assets, and therefore, the allocation of the consideration transferred for the BMC Merger is not complete. The fair value assigned above may be adjusted during the measurement period.

The preliminary fair value of acquired intangible assets of $1.5 billion, primarily related to customer relationships, was estimated by applying an income approach. That measure is based on significant Level 3 inputs not observable in the market. Key assumptions developed based on the Company’s historical experience, future projections and comparable market data include future cash flows, long-term growth rates, attrition rates and discount rates.

Immediately following the BMC Merger, the Company settled certain assumed long-term debt of $359.8 million using cash on hand.

The following table reflects the pro forma operating results for the Company which gives effect to the BMC Merger as if it had occurred on January 1, 2020. The pro forma results are based on assumptions that the Company believes are reasonable under the

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circumstances. The pro forma results are not necessarily indicative of future results. The pro forma financial information includes the historical results of the Company and BMC adjusted for certain items, which are described below, and does not include the effects of any synergies or cost reduction initiatives related to the BMC Merger.

	Three Months Ended March 31,
(In thousands)	2021		2020
Net sales	$	4,173,775	$	2,707,900
Net income (loss)		231,991		(86,675)

Pro forma net income (loss) reflects the following adjustments:

• Property, plant and equipment and intangible assets are assumed to be recorded at their estimated fair values as of January 1, 2020, and are depreciated or amortized over their estimated useful lives from that date.

• Transaction-related expenses of $57.7 million are assumed to have occurred on January 1, 2020, and are presented as an expense during the three months ended March 31, 2020.

• Interest expense related to certain assumed long-term debt settled in connection with the BMC Merger has been adjusted.  

• Expense incurred during the three months ended March 31, 2021 in relation to the sell-through of inventory which was stepped up in value in connection with the BMC Merger has been adjusted and is presented as an expense during the three months ended March 31, 2020.

3. Revenue

The following table disaggregates our sales by product category (in thousands):

	Three Months Ended March 31,
	2021		2020
Lumber & lumber sheet goods	$	1,728,495	$	552,481
Manufactured products		816,133		354,457
Windows, doors & millwork		718,557		391,317
Gypsum, roofing & insulation		146,440		110,852
Siding, metal & concrete products		301,910		168,885
Other building products & services		462,240		209,029
Net sales	$	4,173,775	$	1,787,021

Net sales from installation and construction services was less than 10% of the Company’s net sales for each period presented.

The timing of revenue recognition, billings and cash collections results in accounts receivable, unbilled receivables, contract assets and contract liabilities. Contract asset balances are included in accounts receivable on our consolidated balance sheet and were $179.6 million and $57.3 million as of March 31, 2021 and December 31, 2020, respectively. Contract liabilities consist of deferred revenue and customer advances and deposits. Contract liability balances are included in accrued liabilities on our consolidated balance sheet and were $121.2 million and $58.5 million as of March 31, 2021 and December 31, 2020, respectively. The increase in contract assets and liabilities during the three months ended March 31, 2021 was primarily related to contract assets and liabilities acquired in the BMC Merger.

4. Net Income per Common Share

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

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The table below presents the calculation of basic and diluted EPS (in thousands, except per share amounts):  

	Three Months Ended March 31,
	2021		2020
Numerator:
Net income	$	172,580	$	8,767
Denominator:
Weighted average shares outstanding, basic		206,571		116,258
Dilutive effect of options and RSUs		2,053		1,236
Weighted average shares outstanding, diluted		208,624		117,494
Net income per share:
Basic	$	0.84	$	0.08
Diluted	$	0.83	$	0.07
Antidilutive and contingent options and RSUs excluded    from diluted EPS		78		217

5. Property, Plant and Equipment

Property, plant and equipment consisted of the following:

	March 31, 2021		December 31, 2020
	(In thousands)
Land	$	330,701	$	206,321
Buildings and improvements		543,756		386,922
Machinery and equipment		812,919		517,543
Furniture, fixtures and computer equipment		124,427		102,309
Construction in progress		34,745		16,568
Finance lease right-of-use assets		7,934		43,256
Property, plant and equipment		1,854,482		1,272,919
Less: accumulated depreciation		556,726		523,789
Property, plant and equipment, net	$	1,297,756	$	749,130

Depreciation expense was $45.7 million and $23.7 million, of which $10.3 million and $5.0 million was included in cost of sales, for the three months ended March 31, 2021 and 2020, respectively.

Included in property, plant and equipment are certain assets held under other finance obligations. These assets are recorded at the present value of the lease payments and include land, buildings and equipment. Amortization charges associated with assets held under other finance obligations are included in depreciation expense.

The following balances held under other finance obligations are included on the accompanying consolidated balance sheets:

	March 31, 2021		December 31, 2020
	(In thousands)
Land	$	114,938	$	116,638
Buildings and improvements		126,110		131,390
Assets held under other finance obligations		241,048		248,028
Less: accumulated amortization		23,597		25,015
Assets held under other finance obligations, net	$	217,451	$	223,013

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6. Goodwill

The following table sets forth the changes in the carrying amount of goodwill for the three months ended March 31, 2021 (in thousands):

Balance as of December 31, 2020 (1)	$	785,305
BMC Merger		1,751,604
Balance as of March 31, 2021 (1)	$	2,536,909

(1) Goodwill is presented net of accumulated impairment losses of $44.6 million.

In 2021, the change in the carrying amount of goodwill is attributable to the BMC Merger. As a result of the change in segments discussed in Note 1 to these condensed consolidated financial statements, the Company has determined that the reporting units used in the analysis of goodwill impairment should align with its three operating segments. As of March 31, 2021, no triggering events have occurred. The amount allocated to goodwill is attributable to the assembled workforce of BMC as well as expected growth from the expanded product and service offerings. The goodwill recognized from the BMC Merger will not be deductible for tax purposes.

7. Intangible Assets

The following table presents intangible assets as of:

	March 31, 2021					December 31, 2020
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
	(In thousands)
Customer relationships	$	1,532,135	$	(155,107	)	$	195,435	$	(94,690	)
Trade names		185,361		(65,766	)		52,061		(38,138	)
Subcontractor relationships		5,440		(2,397	)		5,440		(1,944	)
Non-compete agreements		3,719		(2,135	)		3,719		(2,001	)
Total intangible assets	$	1,726,655	$	(225,405	)	$	256,655	$	(136,773	)

In connection with the BMC Merger, we recorded intangible assets of $1,470.0 million, which includes $1,336.7 million of customer relationships and $133.3 million of trade names. The weighted average useful lives of the acquired intangible assets are 11.3 years in total, 11.4 years for customer relationships and 5.5 years for trade names, respectively.

During the three months ended March 31, 2021 and 2020, we recorded amortization expense in relation to the above-listed intangible assets of $88.6 million and $5.7 million, respectively.

The following table presents the estimated amortization expense for intangible assets for the years ending December 31 (in thousands):

2021 (from April 1, 2021)	$	257,017
2022		207,258
2023		180,421
2024		159,158
2025		140,181
Thereafter		557,215
Total future net intangible amortization expense	$	1,501,250

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8. Accrued Liabilities

Accrued liabilities consisted of the following (in thousands) as of:

	March 31, 2021		December 31, 2020
Accrued payroll and other employee related expenses	$	204,374	$	176,379
Contract liabilities		121,193		58,455
Accrued business taxes		91,982		46,717
Self-insurance reserves		73,814		38,642
Income taxes payable		70,216		12,236
Accrued interest		18,000		13,567
Accrued rebates payable		17,041		18,592
Other		32,304		20,948
Total accrued liabilities	$	628,924	$	385,536

9. Long-Term Debt

Long-term debt consisted of the following (in thousands) as of:

	March 31, 2021			December 31, 2020
2026 revolving credit facility (1)	$	225,000		$	75,000
2027 notes		695,000			777,500
2030 notes		550,000			550,000
Other finance obligations		211,167			216,072
Finance lease obligations		7,714			23,873
		1,688,881			1,642,445
Unamortized debt discount/premium and debt issuance costs		(16,638	)		(18,205	)
		1,672,243			1,624,240
Less: current maturities of long-term debt and lease obligations		14,134			27,335
Long-term debt, net of current maturities	$	1,658,109		$	1,596,905

(1) The weighted average interest rate was 2.7% and 3.8% as of March 31, 2021 and December 31, 2020, respectively.

2021 Debt Transactions

On January 29, 2021, the Company amended its revolving credit facility to increase the total commitments by an aggregate amount of $500.0 million resulting in a new $1.4 billion amended credit facility (the “2026 revolving credit facility”), and to extend the maturity date from November 2023 to January 2026. In connection with this amendment, we expensed approximately $1.0 million of unamortized debt issuance costs related to exiting lenders to interest expense in the accompanying condensed consolidated statement of operations during the three months ended March 31, 2021. Approximately $4.3 million of new debt issuance costs related to the amendment will be deferred through January 2026. The 2026 revolving credit facility is discussed in more detail below.

On March 3, 2021, pursuant to the optional call feature in the indenture governing our 6.75% senior secured notes due 2027 (the “2027 notes”), $82.5 million of 2027 notes were redeemed at a redemption price equal to 103% of the principal amount of the notes, plus accrued and unpaid interest. In connection with this redemption, we recognized a loss on extinguishment of $3.6 million, which was recorded to interest expense in the accompanying condensed consolidated statement of operations during the three months ended March 31, 2021. Of this loss, approximately $2.5 million was attributable to the payment of redemption premiums on the extinguished notes and $1.1 million was attributable to the write-off of unamortized net debt discount and debt issuance costs.

2026 Revolving Credit Facility

The 2026 revolving credit facility provides for a $1.4 billion revolving credit line to be used for working capital, general corporate purposes and funding capital expenditures and growth opportunities. In addition, we may use borrowings under the 2026 revolving credit facility to facilitate debt repayment and consolidation. The available borrowing capacity, or borrowing base, is derived from a percentage of the Company’s eligible receivables and inventory, as defined by the agreement, subject to certain reserves. As of March 31, 2021, we had $225.0 million in outstanding borrowings under our 2026 revolving credit facility and our net excess borrowing availability was $1.0 billion after being reduced by outstanding letters of credit of approximately $136.7 million.

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Borrowings under the 2026 revolving credit facility bear interest, at our option, at either a eurodollar rate or a base rate, plus, in each case, an applicable margin. The applicable margin ranges from 1.50% to 2.00% per annum in the case of eurodollar rate loans and 0.50% to 1.00% per annum in the case of base rate loans. The margin in either case is based on a measure of availability under the 2026 revolving credit facility. A variable commitment fee, currently 0.375% per annum, is charged on the unused amount of the revolver based on quarterly average loan utilization. Letters of credit under the 2026 revolving credit facility are assessed at a rate equal to the applicable eurodollar margin, currently 1.50%, as well as a fronting fee at a rate of 0.125% per annum. These fees are payable quarterly in arrears at the end of March, June, September, and December.  

All obligations under the 2026 revolving credit facility are guaranteed jointly and severally by the Company and all other subsidiaries that guarantee the 2027 notes and our 5.00% unsecured senior notes due 2030 (the “2030 notes”). All obligations and the guarantees of those obligations are secured by substantially all of the assets of the Company and the guarantors subject to certain exceptions and permitted liens, including with respect to the 2026 revolving credit facility, a first-priority security interest in such assets that constitute ABL Collateral (as defined below) and a second-priority security interest in such assets that constitute Notes Collateral (as defined below).

“ABL Collateral” includes substantially all presently owned and after-acquired accounts receivable, inventory, rights of unpaid vendors with respect to inventory, deposit accounts, commodity accounts, securities accounts and lock boxes, investment property, cash and cash equivalents, and general intangibles, books and records, supporting obligations and documents and related letters of credit, commercial tort claims or other claims related to and proceeds of each of the foregoing. “Notes Collateral” includes all collateral that is not ABL Collateral.

The 2026 revolving credit facility contains restrictive covenants which, among other things, limit the Company’s ability to incur additional indebtedness, incur liens, engage in mergers or other fundamental changes, sell certain assets, pay dividends, make acquisitions or investments, prepay certain indebtedness, change the nature of our business, and engage in certain transactions with affiliates. In addition, the 2026 revolving credit facility also contains a financial covenant requiring the satisfaction of a minimum fixed charge ratio of 1.00 to 1.00 if our excess availability falls below the greater of $80.0 million or 10% of the maximum borrowing amount, which was $140.0 million as of March 31, 2021.

Fair Value

As of March 31, 2021 and December 31, 2020, the Company does not have any financial instruments that are measured at fair value on a recurring basis. We have elected to report the value of our 2027 notes, 2030 notes and 2026 revolving credit facility at amortized cost. The fair values of the 2027 notes and 2030 notes at March 31, 2021 were approximately $749.9 million and $576.3 million, respectively, and were determined using Level 2 inputs based on market prices. The carrying value of the 2026 revolving credit facility at March 31, 2021 approximates fair value as the rates are comparable to those at which we could currently borrow under similar terms, are variable and incorporate a measure of our credit risk. As such, the fair value of the 2026 revolving credit facility was also classified as Level 2 in the hierarchy.

We were not in violation of any covenants or restrictions imposed by any of our debt agreements at March 31, 2021.

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10. Leases and Other Finance Obligations

Right-of-use assets and lease liabilities consisted of the following (in thousands) as of:

		March 31, 2021		December 31, 2020
Assets
Operating lease right-of-use assets, net	$	442,440	$	274,562
Finance lease right-of-use assets, net (included in property, plant and equipment, net)		7,073		34,905
Total right-of-use assets	$	449,513	$	309,467
Liabilities
Current
Current portion of operating lease liabilities	$	94,316	$	61,625
Current portion of finance lease liabilities (included in current maturities of long-term debt)		2,592		12,178
Noncurrent
Noncurrent portion of operating lease liabilities	$	356,549	$	219,239
Noncurrent portion of finance lease liabilities (included in long-term debt, net of current maturities)		5,122		11,695
Total lease liabilities	$	458,579	$	304,737

Total lease costs consisted of the following for the three months ended March 31 (in thousands):

		2021		2020
Operating lease costs (1)	$	32,289	$	21,672
Finance lease costs:
Amortization of finance lease right-of-use assets		959		1,613
Interest on finance lease liabilities		194		314
Variable lease costs		6,772		4,249
Total lease costs	$	40,214	$	27,848

(1) Includes short-term lease costs and sublease income which were not material for the three months ended March 31, 2021 and 2020.

Future maturities of lease liabilities as of March 31, 2021 were as follows (in thousands):

	Finance Leases			Operating Leases
2021 (from April 1, 2021)	$	2,386		$	87,378
2022		1,794			104,414
2023		1,569			86,915
2024		720			69,772
2025		510			48,139
Thereafter		1,572			140,525
Total lease payments		8,551			537,143
Less: amount representing interest		(837	)		(86,278	)
Present value of lease liabilities		7,714			450,865
Less: current portion		(2,592	)		(94,316	)
Long-term lease liabilities, net of current portion	$	5,122		$	356,549

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Weighted average lease terms and discount rates as of March 31, 2021 and December 31, 2020 were as follows:

	March 31, 2021		December 31, 2020
Weighted average remaining lease term (years)
Operating leases	6.3		6.3
Finance leases	5.3		2.1
Weighted average discount rate
Operating leases	5.5	%	6.3	%
Finance leases	4.4	%	5.9	%

The following table presents cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31 (in thousands):

		2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	30,512	$	20,846
Operating cash flows from finance leases		194		314
Financing cash flows from finance leases		25,801		3,522

Residual value guarantees in our lease agreements are not material. Our lease agreements do not impose any significant restrictions or covenants on us. As of March 31, 2021, we do not have any material leases that have been signed, but have not yet commenced. Leases with related parties are not significant as of March 31, 2021 nor for the three months ended March 31, 2021 and 2020.

Other Finance Obligations

In addition to the operating and finance lease arrangements described above, the Company is party to 126 individual property lease agreements with a single lessor as of March 31, 2021. These lease agreements had initial terms ranging from nine to 15 years with renewal options in five-year increments providing for up to approximately 30-year total lease terms. A related agreement between the lessor and the Company gives the Company the right to acquire a limited number of the leased facilities at fair market value. These purchase rights represent a form of continuing involvement with these properties, which precluded sale-leaseback accounting. As a result, the Company treats all of the properties that it leases from this lessor as a financing arrangement.

We were deemed the owner of certain of our facilities during their construction period based on an evaluation made in accordance with the Leases topic of the Codification. Effectively, a sale and leaseback of these facilities occurred when construction was completed and the lease term began. These transactions did not qualify for sale-leaseback accounting. As a result, the Company treats the lease of these facilities as a financing arrangement.

As of March 31, 2021, other finance obligations consist of $211.2 million, with cash payments of $5.1 million for the three months ended March 31, 2021. These other finance obligations are included on the consolidated balance sheet as part of long-term debt. The related assets are recorded as components of property, plant, and equipment on the consolidated balance sheet.

Future minimum commitments for other finance obligations as of March 31, 2021 were as follows (in thousands):

2021 (from April 1, 2021)	$	12,867
2022		16,818
2023		16,818
2024		16,835
2025		16,836
Thereafter		174,300
Total	$	254,474

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11. Employee Stock-Based Compensation

Time Based Restricted Stock Unit Grants

In the first quarter of 2021, our board of directors granted 266,000 restricted stock units (“RSUs”) to employees under our 2014 Incentive Plan for which vesting is based solely on continuous employment over the requisite service period. 229,000 of the RSUs vest at 33% per year at each anniversary of the grant date over the next three years and 37,000 of the RSUs vest at 50% per year at each anniversary of the grant date over the next two years. The weighted average grant date fair value for these RSUs was $46.17 per unit, which was based on the closing stock price on the respective grant dates.

Performance and Service Condition Based Restrictive Stock Unit Grants

In the first quarter of 2021, our board of directors granted 37,000 RSUs to employees under our 2014 Incentive Plan for which vesting is based on the Company’s achievement of certain performance targets over a two-year period (“performance condition”) as well as continued employment during the performance period. Assuming continued employment and if the performance vesting condition is achieved, the awards will vest on the second anniversary of the grant date. The actual number of shares of common stock that may be earned ranges from zero to 120% of the RSUs granted. The weighted average grant date fair value for these RSUs was $40.81 per unit, which was based on the closing stock price on the grant date.  

Performance, Market and Service Condition Based Restricted Stock Unit Grants

In the first quarter of 2021, our board of directors granted 186,000 RSUs to employees under our 2014 Incentive Plan, that cliff vest on the third anniversary of the grant date based on the Company’s level of achievement of performance goals relating to return on invested capital over a three-year period (“performance condition”) as well as continued employment during the performance period. The total number of shares of common stock that may be earned from the performance condition ranges from zero to 200% of the RSUs granted. The number of shares earned from the performance condition may be further increased by 10% or decreased by 10% based on the Company’s total shareholder return relative to a peer group during the performance period (“market condition”). The average grant date fair value for these RSUs, with consideration of the market condition, was $47.85 per unit, which was determined using the Monte Carlo simulation model using the following assumptions:

Expected volatility (company)	51.3%
Expected volatility (peer group median)	42.9%
Correlation between the Company and peer group median	0.6
Expected dividend yield	0.0%
Risk-free rate	0.3%

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

12. Income Taxes

A reconciliation of the statutory federal income tax rate to our effective rate for continuing operations is provided below:

	Three Months Ended March 31,
	2021			2020
Statutory federal income tax rate		21.0	%		21.0	%
State income taxes, net of federal income tax		1.7			2.2
Stock-based compensation windfall benefit		(1.9	)		(16.0	)
Permanent differences and other		(0.7	)		(4.4	)
		20.1	%		2.8	%

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We base our estimate of deferred tax assets and liabilities on current tax laws and rates. In certain cases, we also base our estimate on business plan forecasts and other expectations about future outcomes. Changes in existing tax laws or rates could affect our actual tax results, and future business results may affect the amount of our deferred tax liabilities or the valuation of our deferred tax assets over time. Due to uncertainties in the estimation process, particularly with respect to changes in facts and circumstances in future reporting periods, as well as the residential homebuilding industry’s cyclicality and sensitivity to changes in economic conditions, it is possible that actual results could differ from the estimates used in previous analyses.  

Accounting for deferred taxes is based upon estimates of future results. Differences between the anticipated and actual outcomes of these future results could have a material impact on our consolidated results of operations or financial position.

13. Commitments and Contingencies

As of March 31, 2021, we had outstanding letters of credit totaling $136.7 million under our 2026 revolving credit facility that principally support our self-insurance programs.

The Company has a number of known and threatened construction defect legal claims.  While these claims are generally covered under the Company’s existing insurance programs to the extent any loss exceeds the deductible, there is a reasonable possibility of loss that is not able to be estimated at this time because (i) many of the proceedings are in the discovery stage, (ii) the outcome of future litigation is uncertain, and/or (iii) the complex nature of the claims.  Although the Company cannot estimate a reasonable range of loss based on currently available information, the resolution of these matters could have a material adverse effect on the Company's financial position, results of operations or cash flows.

In addition, we are involved in various other claims and lawsuits incidental to the conduct of our business in the ordinary course. We carry insurance coverage in such amounts in excess of our self-insured retention as we believe to be reasonable under the circumstances and that may or may not cover any or all of our liabilities in respect of such claims and lawsuits. Although the ultimate disposition of these other proceedings cannot be predicted with certainty, management believes the outcome of any such claims that are pending or threatened, either individually or on a combined basis, will not have a material adverse effect on our consolidated financial position, cash flows or results of operations.  However, there can be no assurances that future adverse judgments and costs would not be material to our results of operations or liquidity for a particular period.

14. Related Party Transactions

Certain members of the Company’s board of directors also serve on the board of directors for one of our suppliers, PGT, Inc.  In addition, a member of the Company’s board of directors is an executive officer of one of our customers, Ashton Woods USA, L.L.C. Further, the Company has entered into certain leases of land and buildings with certain employees or non-affiliate stockholders. Activity associated with these related party transactions was not significant as of or for the three months ended March 31, 2021 or 2020.

Transactions between the Company and other related parties occur in the ordinary course of business. However, the Company carefully monitors and assesses related party relationships. Management does not believe that any of these transactions with related parties had a material impact on the Company’s results for the three months ended March 31, 2021 or 2020.

15. Subsequent Events

On May 3, 2021, we acquired certain assets and the operations of John’s Lumber and Hardware Co. (“John’s Lumber”) for $24.9 million in cash, subject to certain adjustments. Located in the Detroit, Michigan metropolitan area, John’s Lumber is a supplier and installer of windows, doors, molding, trim, siding and decking. This acquisition was funded with a combination of cash on hand and borrowings under our 2026 revolving credit facility.

The accounting for this acquisition has not been completed at the date of this filing given the proximity to the acquisition date. The acquisition will be accounted for by the acquisition method, and accordingly the results of operations will be included in the Company’s consolidated financial statements from the acquisition date. The purchase price will be allocated to the net assets acquired based on estimated fair values at the acquisition date, with the excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes thereto for the year ended December 31, 2020 included in our most recent Form 10-K. The following discussion and analysis should also be read in conjunction with the unaudited condensed consolidated financial statements appearing elsewhere in this report. In this quarterly report on Form 10-Q, references to the “company,” “we,” “our,” “ours” or “us” refer to Builders FirstSource, Inc. and its consolidated subsidiaries unless otherwise stated or the context otherwise requires.

Cautionary Statement

Statements in this report and the schedules hereto that are not purely historical facts or that necessarily depend upon future events, including statements about expected market share gains, forecasted financial performance or other statements about anticipations, beliefs, expectations, hopes, intentions or strategies for the future, may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.  Readers are cautioned not to place undue reliance on forward-looking statements. In addition, oral statements made by our directors, officers and employees to the investor and analyst communities, media representatives and others, depending upon their nature, may also constitute forward-looking statements. All forward-looking statements are based upon currently available information and the Company’s current assumptions, expectations and projections about future events. Forward-looking statements are by nature inherently uncertain, and actual results or events may differ materially from the results or events described in the forward-looking statements as a result of many factors. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Any forward-looking statements involve risks and uncertainties, many of which are beyond the Company’s control or may be currently unknown to the Company, that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, including risks or uncertainties related to the novel coronavirus disease 2019 (“COVID-19”), the BMC Merger, the Company’s growth strategies, including gaining market share, or the Company’s revenues and operating results being highly dependent on, among other things, the homebuilding industry, lumber prices and the economy. The Company may not succeed in addressing these and other risks. Further information regarding the risk factors that could affect our financial and other results can be found in the risk factors section of the Company’s most recent Form 10-K filed with the Securities and Exchange Commission.  Consequently, all forward-looking statements in this report are qualified by the factors, risks and uncertainties contained therein.

COMPANY OVERVIEW

We are a leading supplier and manufacturer of building materials, manufactured components and construction services to professional contractors, sub-contractors and consumers. The Company operates approximately 550 locations in 40 states across the United States, which are internally organized into geographic operating divisions. Due to the similar economic characteristics, categories of products, distribution methods and customers, our operating divisions are aggregated into one reportable segment.

We offer an integrated solution to our customers providing manufacturing, supply and installation of a full range of structural and related building products. Our manufactured products include our factory-built roof and floor trusses, wall panels and stairs, vinyl windows, custom millwork and trim, as well as engineered wood that we design, cut, and assemble for each home. We also assemble interior and exterior doors into pre-hung units. Additionally, we supply our customers with a broad offering of professional grade building products not manufactured by us, such as dimensional lumber and lumber sheet goods and various window, door and millwork lines. Our full range of construction-related services includes professional installation, turn-key framing and shell construction, and spans all our product categories.

We group our building products into six product categories:

• Lumber & Lumber Sheet Goods. Lumber & lumber sheet goods include dimensional lumber, plywood, and oriented strand board (“OSB”) products used in on-site house framing.

• Manufactured Products. Manufactured products are factory-built substitutes for job-site framing and include wood floor and roof trusses, steel roof trusses, wall panels, stairs, and engineered wood that we design, cut and assemble for each home. Manufactured products also includes our proprietary whole-house framing solution, Ready-Frame^®, which designs, pre-cuts, labels, and bundles lumber and lumber sheet goods into customized framing packages, saving builders both time and money and improving job site safety.

• Windows, Door & Millwork. Windows & doors are comprised of the manufacturing, assembly, and distribution of windows, and the assembly and distribution of interior and exterior door units. Millwork includes interior trim and custom features, including those that we manufacture under the Synboard ^® brand name.  

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• Gypsum, Roofing & Insulation. Gypsum, roofing, & insulation include wallboard, ceilings, joint treatment and finishes.  

• Siding, Metal, and Concrete. Siding, metal, and concrete includes vinyl, composite, and wood siding, exterior trim, other exteriors, metal studs and cement.

• Other Building Products & Services. Other building products & services consist of various products, including cabinets and hardware. This category also includes services such as turn-key framing, shell construction, design assistance and professional installation of products spanning all of our product categories.

Our operating results are dependent on the following trends, events and uncertainties, some of which are beyond our control:

• Homebuilding Industry and Market Competition. Our business is driven primarily by the residential new construction market and the residential repair and remodel market, which are in turn dependent upon a number of factors, including demographic trends, interest rates, consumer confidence, employment rates, housing affordability, household formation, land development costs, the availability of skilled construction labor, and the health of the economy and mortgage markets. According to the U.S. Census Bureau, the seasonally adjusted annualized rates for U.S. total housing starts and U.S. single-family housing starts were 1.7 million and 1.2 million, respectively, as of March 31, 2021. Due to increased competition for homebuilder business and cyclical fluctuations in commodity prices, we may experience pressure on our gross margins. In addition to these factors, there has been a trend of consolidation within the building products supply industry. However, our industry remains highly fragmented and competitive and we will continue to face significant competition from local and regional suppliers. We believe there are several meaningful trends that indicate U.S. housing demand will continue to grow, including historically low interest rates, the aging of housing stock, and normal population growth due to immigration and birthrate exceeding death rate. Building upon the current rate of market growth, industry forecasters, including the National Association of Homebuilders (“NAHB”), expect to see continued increases in housing demand over the next year.

• Effect of COVID-19 Pandemic. In March of 2020, the U.S. economy began to see significant disruption, uncertainty and record high levels of unemployment as a result of the COVID-19 pandemic. While the COVID-19 pandemic has not had a materially adverse impact on our financial results to date, the extent and duration of any future impact resulting from the pandemic is not fully known, and we may experience a decline in housing starts, reduced sales demand, volatility in commodity prices, challenges in the supply chain, increased margin pressures and/or increased operating costs as a result.

• Targeting Large Production Homebuilders. In recent years, the homebuilding industry has undergone consolidation, and the larger homebuilders have increased their market share. We expect that trend to continue as larger homebuilders have better liquidity and land positions relative to the smaller, less capitalized homebuilders. Our focus is on maintaining relationships and market share with these customers while balancing the competitive pressures we are facing in servicing large homebuilders with certain profitability expectations. Additionally, we have been successful in expanding our custom homebuilder base while maintaining acceptable credit standards.

• Repair and remodel end market.  Although the repair and remodel end market is influenced by housing starts to a lesser degree than the homebuilding market, the repair and remodel end market is still dependent upon some of the same factors as the homebuilding market, including demographic trends, interest rates, consumer confidence, employment rates and the health of the economy and home financing markets. We expect that our ability to remain competitive and grow in this space will depend on our continued ability to provide a high level of customer service coupled with a broad product offering.  

• Use of Prefabricated Components. Homebuilders are increasingly using prefabricated components in order to realize increased efficiency, overcome skilled construction labor shortages and improve quality. Shortening cycle time from start to completion is a key imperative of the homebuilders during periods of strong consumer demand. We continue to see the demand for prefabricated components increasing within the residential new construction market as the availability of skilled construction labor remains limited.

• Economic Conditions. Economic changes both nationally and locally in our markets impact our financial performance. The building products supply industry is highly dependent upon new home construction and subject to cyclical market changes. Our operations are subject to fluctuations arising from changes in supply and demand, national and local economic conditions, labor costs and availability, competition, government regulation, trade policies and other factors that affect the homebuilding industry such as demographic trends, interest rates, housing starts, the high cost of land development, employment levels, consumer confidence, and the availability of credit to homebuilders, contractors, and homeowners. The disruptions and uncertainties as a result of the ensuing COVID-19 pandemic may have an adverse impact on our future operating results.

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• Housing Affordability. The affordability of housing can be a key driver in demand for our products. Home affordability is influenced by a number of economic factors, such as the level of employment, consumer confidence, consumer income, supply of houses, availability of financing and interest rates. Changes in the inventory of available homes as well as economic factors relative to home prices could result in changes to the affordability of homes. As a result, homebuyer demand may shift towards smaller, or larger, homes creating fluctuations in demand for our products.

• Cost of Materials. Prices of wood products, which are subject to cyclical market fluctuations, may adversely impact operating income when prices rapidly rise or fall within a relatively short period of time. We purchase certain materials, including lumber products, which are then sold to customers as well as used as direct production inputs for our manufactured and prefabricated products. Short-term changes in the cost of these materials, some of which are subject to significant fluctuations, are oftentimes passed on to our customers, but our pricing quotation periods and market competition may limit our ability to pass on such price changes. We may also be limited in our ability to pass on increases on in-bound freight costs on our products. Our inability to pass on material price increases to our customers could adversely impact our operating results.

• Availability of Materials. At times since March of 2020, certain of our suppliers have either reduced or ceased production in some or all of their facilities in response to the COVID-19 pandemic. Although these actions did not have a material negative impact on our results of operations to date, these actions have limited the supply of certain materials and extended lead times, which, among other things, has caused, and could continue to cause, the cost of certain materials we purchase, including wood products, to rise, as well as limit our ability to procure the materials we need to fulfill customer demand.

• Controlling Expenses. Another important aspect of our strategy is controlling costs and striving to be a low-cost building materials supplier in the markets we serve. We pay close attention to managing our working capital and operating expenses. Further, we pay careful attention to our logistics function and its effect on our shipping and handling costs.

• Multi-Family and Light Commercial Business. Our primary focus has been, and continues to be, on single-family residential new construction and the repair and remodel end market. However, we will continue to identify opportunities for profitable growth in the multi-family and light commercial markets.

• Capital Structure: As a result of our historical growth through acquisitions, we had $1,688.9 million of indebtedness as of March 31, 2021. We strive to optimize our capital structure to ensure that our financial needs are met in light of economic conditions, business activities, organic investments, opportunities for growth through acquisition and the overall risk characteristics of our underlying assets. In addition to these factors, we also evaluate our capital structure on the basis of our leverage ratio, our liquidity position, our debt maturity profile and market interest rates. As such, we may enter into various debt or equity transactions in order to appropriately manage and optimize our capital structure and liquidity needs.

RECENT DEVELOPMENTS

BMC Merger

On January 1, 2021, we completed our previously announced all stock merger transaction with BMC. The BMC Merger was accounted for using the acquisition method of accounting, with Builders FirstSource, Inc. as the accounting acquirer. The operating results of BMC are included as part of the Company beginning on January 1, 2021 and as such, the historical financial condition, results of operations and cash flows of the Company presented in this quarterly report on Form 10-Q for periods prior to that date do not include BMC.

Debt Transactions

On January 29, 2021, the Company amended its revolving credit facility to, among other things, increase the total commitments by an aggregate amount of $500.0 million resulting in a new $1.4 billion amended credit facility, and to extend the maturity date from November 2023 to January 2026.

On March 3, 2021, pursuant to the optional call feature in the indenture governing the 2027 notes, $82.5 million of 2027 notes were redeemed at a redemption price equal to 103% of the principal amount of the notes, plus accrued and unpaid interest.

These transactions are described in Note 9 to the condensed consolidated financial statements included in Item 1 of this quarterly report on Form 10-Q. From time to time, based on market conditions and other factors and subject to compliance with applicable laws and regulations, the Company may repurchase or call our notes, repay debt, repurchase shares of our common stock or otherwise enter into transactions regarding its capital structure.

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Retirement and replacement of Chief Executive Officer

Effective April 1, 2021, Mr. Chad Crow retired as Chief Executive Officer of the Company and Mr. Dave Flitman, BMC’s former Chief Executive Officer and President of the Company, succeeded Mr. Crow as President and Chief Executive Officer of the Company.

Composition of the Board of Directors of the Company

As a result of the BMC Merger, effective January 1, 2021, the size of the board of directors was increased to twelve directors, with seven directors designated by the Company and five directors designated by BMC.

COVID-19 Pandemic

The COVID-19 pandemic resulted in significant disruption to the U.S. economy in 2020 and impacted our operations and those of our customers. Despite experiencing disruptions to our operations and implementing a number of health and safety precautions as a result of the pandemic, our financial results and financial condition have not been materially adversely affected by the pandemic. In most of the states in which we operate, construction was deemed an essential activity and, as a result, our operations faced limited temporary closures early on in the pandemic. Housing starts and repair and remodeling activity generally continued to increase throughout our markets in the first quarter of 2021 despite the pandemic.

Despite the limited impact of the COVID-19 pandemic on our financial results since its outset, the extent to which the pandemic may impact our results in future periods is uncertain and will depend upon, among other things, the duration and severity of the outbreak or subsequent outbreaks, related government responses, such as required physical distancing or restrictions on business operations and travel, the pace of recovery of economic activity and the impact to consumers, the effectiveness of available vaccines, and any potential supply disruptions, all of which are uncertain and difficult to predict in light of the rapidly evolving landscape. Refer to Part I, Item 1A. Risk Factors of our most recent Form 10-K for a full discussion of the risks associated with the COVID-19 pandemic.

CURRENT OPERATING CONDITIONS AND OUTLOOK

According to the U.S. Census Bureau, actual U.S. total housing starts were 0.4 million for the first quarter of 2021, an increase of 10.2% compared to the first quarter of 2020. Actual U.S. single-family starts for the first quarter of 2021 were 0.3 million, an increase of 19.6% compared to the first quarter of 2020. A composite of third party sources, including the NAHB, are forecasting 1.5 million U.S. total housing starts and 1.1 million U.S single family housing starts for 2021, which are increases of 10.0% and 16.1%, respectively from 2020. In addition, the Home Improvement Research Institute is forecasting sales in the professional repair and remodel end market to increase approximately 15.5% in 2021 compared to 2020.

Our net sales for the first quarter of 2021 increased 133.6% from the same period last year. The significant increase was primarily driven by acquisitions with our BMC Merger accounting for 79.5% of our sales growth in the first quarter of 2021, while commodity price inflation accounted for another 31.3%. The remainder of the increase was a result of core organic sales growth in the single-family and repair and remodel/other end markets, partially offset by the impact of one less selling day during the quarter. Our gross profit percentage in the first quarter of 2021 decreased by 0.4% compared to the first quarter of 2020 primarily due to expense recognized during the three months ended March 31, 2021 in relation to the sell-through of inventory which was stepped up in value in connection with the BMC Merger. In addition, sales growth contributed to increased gross margin dollars compared to the first quarter of 2020. Our selling, general and administrative expenses, as a percentage of net sales, were 19.7% in the first quarter of 2021, a 2.9% decrease from 22.6% in the first quarter of 2020, driven primarily by cost leverage on increased net sales.

We believe the long-term outlook for the housing industry is positive due to growth in the underlying demographics compared to historical new construction levels, despite the uncertainty in the industry at the outset of the COVID-19 pandemic. We feel we are well-positioned to take advantage of the construction activity in our markets and to increase our market share, which may include strategic acquisitions. We will continue to focus on working capital by closely monitoring the credit exposure of our customers, remaining focused on maintaining the right level of inventory and by working with our vendors to improve payment terms and pricing on our products. We strive to achieve the appropriate balance of short-term expense control while maintaining the expertise and capacity to grow the business as market conditions expand.

SEASONALITY AND OTHER FACTORS

Our first and fourth quarters have historically been, and are generally expected to continue to be, adversely affected by weather causing reduced construction activity during these quarters. In addition, quarterly results historically have reflected, and are expected to continue to reflect, fluctuations from period to period arising from the following:

• The volatility of lumber prices;

• The cyclical nature of the homebuilding industry;

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• General economic conditions in the markets in which we compete;

• The pricing policies of our competitors;

• Disruptions in our supply chain;

• The production schedules of our customers; and

• The effects of weather.

The composition and level of working capital typically change during periods of increasing sales as we carry more inventory and receivables. Working capital levels typically increase in the first and second quarters of the year due to higher sales during the peak residential construction season. These increases may result in negative operating cash flows during this peak season, which historically have been financed through available cash and borrowing availability under credit facilities. Generally, collection of receivables and reduction in inventory levels following the peak building and construction season positively impact cash flow. However, the effects of the COVID-19 pandemic and the significant commodity price inflation that began during the third quarter of 2020 have led to increased working capital levels.

RESULTS OF OPERATIONS

The following table sets forth, for the three months ended March 31, 2021 and 2020, the percentage relationship to net sales of certain costs, expenses and income items:

	Three Months Ended March 31,
	2021			2020
Net sales		100.0	%		100.0	%
Cost of sales		74.4	%		74.0	%
Gross margin		25.6	%		26.0	%
Selling, general and administrative expenses		19.7	%		22.6	%
Income from operations		5.9	%		3.4	%
Interest expense, net		0.8	%		2.9	%
Income tax expense		1.0	%		0.1	%
Net income		4.1	%		0.4	%

Three Months Ended March 31, 2021 Compared with the Three Months Ended March 31, 2020

Net Sales. Net sales for the three months ended March 31, 2021 were $4,173.8 million, a 133.6% increase over net sales of $1,787.0 million for the three months ended March 31, 2020. The BMC Merger and commodity price inflation increased net sales by 79.5% and 31.3%, respectively. The remaining increase in sales is primarily attributable to core organic growth from sales volume increases in single-family and repair and remodel/other end markets, partially offset by one less selling day during the quarter.

The following table shows net sales classified by product category (dollars in millions):

	Three Months Ended March 31,
	2021					2020
	Net Sales		% of Net Sales			Net Sales		% of Net Sales			% Change
Lumber & lumber sheet goods	$	1,728.5		41.4	%	$	552.5		30.9	%		212.9	%
Manufactured products		816.1		19.6	%		354.5		19.8	%		130.2	%
Windows, doors & millwork		718.6		17.2	%		391.3		21.9	%		83.6	%
Gypsum, roofing & insulation		146.4		3.5	%		110.8		6.2	%		32.1	%
Siding, metal & concrete products		301.9		7.2	%		168.9		9.5	%		78.7	%
Other building products & services		462.3		11.1	%		209.0		11.7	%		121.2	%
Net sales	$	4,173.8		100.0	%	$	1,787.0		100.0	%		133.6	%

We achieved increased sales in all of our product categories, primarily due to the BMC Merger, commodity inflation and higher sales volumes.  

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Gross Margin. Gross margin increased $604.1 million to $1,069.6 million, driven primarily by the BMC Merger and sales growth. Our gross margin percentage decreased to 25.6% in the first quarter of 2021 from 26.0% in the first quarter of 2020, a 0.4% decrease. This decrease was primarily due to expense recognized during the three months ended March 31, 2021 in relation to the sell-through of inventory which was stepped up in value in connection with the BMC Merger.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses increased $417.1 million, or 103.1%. This increase was primarily due to the BMC Merger, including $102.7 million in depreciation and amortization expense from assets acquired in the BMC Merger, and higher variable compensation costs as a result of higher sales and profitability.

As a percentage of net sales, selling, general and administrative expenses decreased to 19.7% in the first quarter of 2021 from 22.6% in the first quarter of 2020, largely driven by cost leverage on increased net sales.

Interest Expense, Net. Interest expense was $31.8 million in the first quarter of 2021, a decrease of $20.1 million from the first quarter of 2020. Interest expense decreased primarily due to a loss on extinguishment of $28.0 million recognized during the first quarter of 2020, partially offset by higher debt balances in the first quarter of 2021.

Income Tax Expense. We recorded income tax expense of $43.5 million and $0.2 million in the first quarters of 2021 and 2020, respectively. Our effective tax rate was 20.1% in the first quarter of 2021 compared to 2.8% in the first quarter of 2020. The increase in the tax expense was primarily driven by an increase in earnings before tax in the current period.

LIQUIDITY AND CAPITAL RESOURCES

Our primary capital requirements are to fund working capital needs and operating expenses, meet required interest and principal payments, and to fund capital expenditures and potential future growth opportunities. Our capital resources at March 31, 2021 consist of cash on hand and borrowing availability under our 2026 revolving credit facility.

Our 2026 revolving credit facility will be primarily used for working capital, general corporate purposes and funding capital expenditures and growth opportunities. In addition, we may use borrowings under the 2026 revolving credit facility to facilitate debt repayment and consolidation. Availability under the 2026 revolving credit facility is determined by a borrowing base. Our borrowing base consists of trade accounts receivable, inventory, other receivables which include progress billings and credit card receivables, and qualified cash that all meet specific criteria contained within the credit agreement, minus agent specified reserves. Net excess borrowing availability is equal to the maximum borrowing amount minus outstanding borrowings and letters of credit.

The following table shows our borrowing base and excess availability (in millions) as of:

	March 31, 2021			December 31, 2020
Accounts Receivable Availability	$	935.1		$	608.8
Inventory Availability		835.1			514.7
Other Receivables Availability		66.2			50.9
Gross Availability		1,836.4			1,174.4
Less:
Agent Reserves		(82.6	)		(40.6	)
Plus:
Cash in Qualified Accounts		11.5			413.9
Borrowing Base		1,765.3			1,547.7
Aggregate Revolving Commitments		1,400.0			900.0
Maximum Borrowing Amount (lesser of Borrowing Base and    Aggregate Revolving Commitments)		1,400.0			900.0
Less:
Outstanding Borrowings		(225.0	)		(75.0	)
Letters of Credit		(136.7	)		(78.0	)
Net Excess Borrowing Availability on Revolving Facility	$	1,038.3		$	747.0

As of March 31, 2021, we had $225.0 million in outstanding borrowings under our 2026 revolving credit facility and our net excess borrowing availability was $1.0 billion after being reduced by outstanding letters of credit of approximately $136.7 million. Excess availability must equal or exceed a minimum specified amount, currently $140.0 million, or we are required to meet a fixed

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charge coverage ratio of 1:00 to 1:00. We were not in violation of any covenants or restrictions imposed by any of our debt agreements at March 31, 2021.

Liquidity

Our liquidity at March 31, 2021 was $1.1 billion, which consists of net borrowing availability under the 2026 revolving credit facility and cash on hand.

Our level of indebtedness results in significant interest expense and could have the effect of, among other things, reducing our flexibility to respond to changing business and economic conditions. From time to time, based on market conditions and other factors and subject to compliance with applicable laws and regulations, we may repurchase or call our notes, repay, refinance or modify our debt or otherwise enter into transactions regarding our capital structure.

Should the current industry conditions deteriorate or we pursue additional acquisitions, we may be required to raise additional funds through the sale of capital stock or debt in the public capital markets or in privately negotiated transactions. There can be no assurance that any of these financing options would be available on favorable terms, if at all. Alternatives to help supplement our liquidity position could include, but are not limited to, idling or permanently closing additional facilities, adjusting our headcount in response to current business conditions, attempts to renegotiate leases, managing our working capital and/or divesting of non-core businesses. There are no assurances that these steps would prove successful or materially improve our liquidity position.

Consolidated Cash Flows

Cash used in operating activities was $200.5 million for the three months ended March 31, 2021 compared to $50.7 million for the three months ended March 31, 2020. The increase in cash used in operating activities was largely the result of a working capital increase, excluding the impact of the BMC Merger, in the first three months of 2021, exceeding the working capital increase for the first three months of 2020. This change in working capital was primarily due to the timing and impact of changes in commodity prices on the value of cash received from customers, inventory purchases and cash paid to vendors in the first quarter of 2021 compared to the first quarter of 2020.

Cash provided by investing activities was $131.4 million for the three months ended March 31, 2021, which consisted primarily of cash acquired in the BMC Merger, partially offset by the Company’s net investment in property, plant and equipment. Cash used in investing activities was $43.9 million for the three months ended March 31, 2020, which consisted primarily of the cash used for the acquisition of Bianchi & Company, Inc. and the Company’s net investment in property, plant and equipment.

Cash used in financing activities was $335.6 million for the three months ended March 31, 2021, which consisted primarily of cash used to extinguish debt acquired in the BMC Merger and to redeem a portion of the Company’s 2027 notes, partially offset by net borrowings under the Company’s 2026 revolving credit facility to fund working capital. Cash provided by financing activities was $244.3 million for the three months ended March 31, 2020, which was primarily related to net borrowings on our 2026 revolving credit facility due to the desire to hold cash on our balance sheet during the disruption and uncertainty caused by the COVID-19 pandemic.  

CRITICAL ACCOUNTING POLICIES AND ESTIMATES  

Critical accounting policies are those that both are important to the accurate portrayal of a company’s financial condition and results, and require subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

In order to prepare financial statements that conform to generally accepted accounting principles, we make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Certain estimates are particularly sensitive due to their significance to the financial statements and the possibility that future events may be significantly different from our expectations.

As a result of the BMC Merger, our critical accounting estimate related to business combinations is described below. In addition, refer to Note 1 to the condensed consolidated financial statements included in Item 1 of this quarterly report on Form 10-Q for a discussion of the impact of a change in the Company’s reporting units, to align with its operating segments, on the Company’s goodwill impairment analysis. Refer to Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended December 31, 2020 for a discussion of our other critical accounting estimates and assumptions.

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Business Combinations. We allocate the purchase price of acquired companies to the assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with the excess of purchase price over the estimated fair value of the identifiable net assets acquired recorded as goodwill. The allocation of the purchase price requires us to make significant estimates and assumptions to determine the fair value of assets acquired and liabilities assumed and the related useful lives of the acquired assets, when applicable, as of the acquisition date.

Examples of critical estimates used in valuing certain of the intangible assets we have acquired or may acquire in the future include, but are not limited to, future expected cash flows, trade names and customer relationships, the period of time the acquired trade names and customer relationships will continue to be used and discount rates used to determine the present value of estimated future cash flows. These estimates are inherently uncertain and unpredictable, and if different estimates were used, the purchase price for the acquisition could be allocated to the acquired assets and assumed liabilities differently from the allocation that we have made.

Future changes in the judgments, assumptions and estimates that are used in our acquisition valuations and intangible asset and goodwill impairment testing, including discount rates or future operating results and related cash flow projections, could result in significantly different estimates of the fair values in the future. An increase in discount rates, a reduction in projected cash flows or a combination of the two could lead to a reduction in the estimated fair values, which may result in impairment charges that could materially affect our financial statements in any given year.

RECENT ACCOUNTING PRONOUNCEMENTS

Information regarding recent accounting pronouncements is discussed in Note 1 to the condensed consolidated financial statements included in Item 1 of this quarterly report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We may experience changes in interest expense if changes in our debt occur. Changes in market interest rates could also affect our interest expense. Our 2027 notes and our 2030 notes bear interest at a fixed rate, and therefore our interest expense related to these notes would not be affected by an increase in market interest rates. Borrowings under the 2026 revolving credit facility bear interest at either a base rate or eurodollar rate, plus, in each case, an applicable margin. A 1.0% increase in interest rates on the 2026 revolving credit facility would result in approximately $2.3 million in additional interest expense annually based on our $225.0 million in outstanding borrowings as of March 31, 2021. The 2026 revolving credit facility also assesses variable commitment and outstanding letter of credit fees based on quarterly average loan utilization.

We purchase certain materials, including lumber products, which are then sold to customers as well as used as direct production inputs for our manufactured products that we deliver. Short-term changes in the cost of these materials and the related in-bound freight costs, some of which are subject to significant fluctuations, are sometimes, but not always, passed on to our customers. Delays in our ability to pass on material price increases to our customers can adversely impact our operating results.

Item 4. Controls and Procedures

Disclosure Controls Evaluation and Related CEO and CFO Certifications. Our management, with the participation of our principal executive officer (“CEO”) and principal financial officer (“CFO”), conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report.

Certifications of our CEO and our CFO, which are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), are attached as exhibits to this quarterly report. This “Controls and Procedures” section includes the information concerning the controls evaluation referred to in the certifications, and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.

Limitations on the Effectiveness of Controls. We do not expect that our disclosure controls and procedures will prevent all errors and all fraud. A system of controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the system are met. Because of the limitations in all such systems, no evaluation can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Furthermore, the design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how unlikely. Because of these inherent limitations in a cost-effective system of controls and procedures, misstatements or omissions due to error or fraud may occur and not be detected.

Scope of the Controls Evaluation. The evaluation of our disclosure controls and procedures included a review of their objectives and design, the Company’s implementation of the controls and procedures and the effect of the controls and procedures on the information generated for use in this quarterly report. In the course of the evaluation, we sought to identify whether we had any data

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errors, control problems or acts of fraud and to confirm that appropriate corrective action, including process improvements, were being undertaken if needed. This type of evaluation is performed on a quarterly basis so that conclusions concerning the effectiveness of our disclosure controls and procedures can be reported in our quarterly reports on Form 10-Q. Many of the components of our disclosure controls and procedures are also evaluated by our internal audit department, our legal department and by personnel in our finance organization. The overall goals of these various evaluation activities are to monitor our disclosure controls and procedures on an ongoing basis, and to maintain them as dynamic systems that change as conditions warrant.

Conclusions regarding Disclosure Controls. Based on the required evaluation of our disclosure controls and procedures, our CEO and CFO have concluded that, as of March 31, 2021, we maintained disclosure controls and procedures that were effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting. During the period covered by this report, other than described below, there were no changes in our internal control over financial reporting identified in connection with the evaluation described above that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On January 1, 2021, the Company completed the BMC Merger. The Company is currently in the process of integrating BMC pursuant to the Sarbanes-Oxley Act of 2002. The Company is evaluating changes to processes, information technology systems and other components of internal controls over financial reporting as part of its ongoing integration activities, and as a result, controls will be periodically changed. The Company believes, however, it will be able to maintain sufficient controls over the substantive results of its financial reporting throughout this integration process. Because of the size, complexity and timing of the BMC Merger, the internal controls over financial reporting of BMC could be excluded from management’s assessment of the Company’s internal control over financial reporting for the year ended December 31, 2021, as applicable and as permitted under SEC regulations.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

The Company has a number of known and threatened construction defect legal claims. While these claims are generally covered under the Company’s existing insurance programs to the extent any loss exceeds the deductible, there is a reasonable possibility of loss that is not able to be estimated at this time because (i) many of the proceedings are in the discovery stage, (ii) the outcome of future litigation is uncertain, and/or (iii) the complex nature of the claims.  Although the Company cannot estimate a reasonable range of loss based on currently available information, the resolution of these matters could have a material adverse effect on the Company's financial position, results of operations or cash flows.

In addition, we are involved in various other claims and lawsuits incidental to the conduct of our business in the ordinary course. We carry insurance coverage in such amounts in excess of our self-insured retention as we believe to be reasonable under the circumstances and that may or may not cover any or all of our liabilities in respect of such claims and lawsuits. Although the ultimate disposition of these other proceedings cannot be predicted with certainty, management believes the outcome of any such claims that are pending or threatened, either individually or on a combined basis, will not have a material adverse effect on our consolidated financial position, cash flows or results of operations.  However, there can be no assurances that future adverse judgments and costs would not be material to our results of operations or liquidity for a particular period.

Although our business and facilities are subject to federal, state and local environmental regulation, environmental regulation does not have a material impact on our operations. We believe that our facilities are in material compliance with such laws and regulations. As owners and lessees of real property, we can be held liable for the investigation or remediation of contamination on such properties, in some circumstances without regard to whether we knew of or were responsible for such contamination. Our current expenditures with respect to environmental investigation and remediation at our facilities are minimal, although no assurance can be provided that more significant remediation may not be required in the future as a result of spills or releases of petroleum products or hazardous substances or the discovery of unknown environmental conditions.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part 1, “Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2020, which could materially affect our business, financial condition or future results. The risks described in our annual report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

There were no material changes to the risk factors reported in Part 1, “Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2020.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Company Stock Repurchases

The following table provides information with respect to our purchases of Builders FirstSource, Inc. common stock during the first quarter of fiscal year 2021:

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs
January 1, 2021 — January 31, 2021		1,269	$	40.40		—		—
February 1, 2021 — February 28, 2021		5,776		42.77		—		—
March 1, 2021 — March 31, 2021		225,486		44.88		—		—
Total		232,531	$	44.80		—		—

The shares presented in the above table represent stock tendered in order to meet tax withholding requirements for restricted stock units vested.

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Item 6.  Exhibits

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated August 26, 2020, by and among Builders FirstSource, Inc., BMC Stock Holdings, Inc., and Boston Merger Sub I Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 27, 2020, File Number 0-51357)
3.1	Amended and Restated Certificate of Incorporation of Builders FirstSource, Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 4 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 6, 2005, File Number 333-122788)
3.2	Amendment to Amended and Restated Certificate of Incorporation of Builders FirstSource, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on January 4, 2021, File Number 0-51357)
3.3	Amended and Restated By-Laws of Builders FirstSource, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 14, 2020, File Number 0-51357)
10.1	Amendment No. 3 to Credit Agreement, dated as of January 29, 2021, among Builders FirstSource, Inc., SunTrust Bank, as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 3, 2021, File Number 0-51357)
10.2+	Builders FirstSource, Inc. Director Compensation Policy (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2021, File Number 0-51357)
10.3+	Second Amendment to the Builders FirstSource, Inc. 2014 Incentive Plan (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2021, File Number 0-51357)
10.4*+	Consulting Agreement, dated March 5, 2021, between Builders FirstSource, Inc. and M. Chad Crow
10.5+	Amended and Restated Employment Agreement, dated January 1, 2021, between Builders FirstSource, Inc. and David E. Rush (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2021, File Number 0-51357)
31.1*	Certification of Chief Executive Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by David E. Flitman as Chief Executive Officer
31.2*	Certification of Chief Financial Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Peter M. Jackson as Chief Financial Officer
32.1**	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by David E. Flitman as Chief Executive Officer and Peter M. Jackson as Chief Financial Officer
101*	The following financial information from Builders FirstSource, Inc.’s Form 10-Q filed on May 6, 2021 formatted in Inline eXtensible Business Reporting Language (“Inline XBRL”): (i) Condensed Consolidated Statement of Operations for the three months ended March 31, 2021 and 2020, (ii) Condensed Consolidated Balance Sheet as of March 31, 2021 and December 31, 2020, (iii) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020, (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2021 and 2020 and (v) the Notes to Condensed Consolidated Financial Statements.
104*	The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 has been formatted in Inline XBRL.

* Filed herewith.

** Builders FirstSource, Inc. is furnishing, but not filing, the written statement pursuant to Title 18 United States Code 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, of David E. Flitman our Chief Executive Officer, and Peter M. Jackson, our Chief Financial Officer.

+ Indicates a management contract or compensatory plan or arrangement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.  

BUILDERS FIRSTSOURCE, INC.

/s/ DAVID E. FLITMAN

David E. Flitman

President and Chief Executive Officer

(Principal Executive Officer)

May 6, 2021

/s/ PETER M. JACKSON

Peter M. Jackson

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

May 6, 2021

/s/ JAMI COULTER

Jami Coulter

Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer)

May 6, 2021

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EX-10.4

Exhibit 10.4

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “Agreement”) is effective as of the Effective Date, as defined in Section 6 hereof, by and between Builders FirstSource, Inc., a Delaware corporation (the “Company”), and M. Chad Crow (“Executive”). Together, the Company and Executive may be referred to hereinafter as the “Parties.”

RECITALS

WHEREAS, Executive currently serves as Chief Executive Officer of the Company;

WHEREAS, the Executive and the Company are currently parties to that certain Employment Agreement dated as of December 29, 2017, as amended (the “Employment Agreement”);

WHEREAS, the Parties have been engaged in negotiations regarding Executive’s separation from service with the Company, and desire to settle all matters between and among them by entering into this Agreement on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the payments, covenants and releases described below, and in consideration of other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the Company and Executive agree as follows:

1.Separation from Employment.  Executive hereby resigns from any and all offices, positions, titles in and employment by the Company and its affiliates, effective as of 11:59 pm CT on April 1, 2021 (the “Termination Date”).  Until such time, the Employment Agreement will remain in effect except to the extent amended by this Agreement. To the extent not already paid to Executive, within thirty (30) days after the Termination Date, the Company shall pay to Executive (a) all accrued but unpaid base salary through the Termination Date; (b) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to the Termination Date; and (c) cash in lieu of any accrued but unused vacation through the Termination Date in accordance with the Company’s standard policy.  Additionally, the Company shall timely pay to Executive any benefits accrued or payable to Executive under the Company’s benefit plans (in accordance with the terms of such benefit plans and subject to Section 17 hereof).  Executive will receive by separate letter information regarding Executive’s rights regarding continuation of health insurance under Section 4980B of the Internal Revenue Code (“COBRA”), and to the extent that Executive has such rights, nothing in this Agreement will change or impair those rights.

2.Separation Obligations of the Company.  In consideration of Executive’s promises contained in this Agreement and the Supplemental Release (as defined below), the Company agrees as follows:

(a)Engagement as Consultant.  The Company agrees to engage Executive as an independent contractor during the Consulting Period as set forth in Section 3 below.

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(b)Treatment of Outstanding Stock Awards.  During the Consulting Period, all outstanding stock awards granted under the Company’s 2014 Incentive Plan (the “Incentive Plan”) and held by Executive as of the Effective Date will continue to remain outstanding and shall vest in accordance with the terms of the original award agreements based on Executive’s Continuous Service (as defined in the Incentive Plan) to the Company as a consultant during the Consulting Period.  

(c)The benefits set forth in Sections 2(a) and 2(b) above are referred to herein collectively as the “Consideration.”  The Parties acknowledge and agree that the Consideration exceeds any and all actions, pay, and benefits that the Company might otherwise have owed to Executive by contract or law, and that the Consideration constitutes good, valuable, and sufficient consideration for Executive’s release and agreements herein.  The Company’s obligation to provide the Consideration is expressly contingent upon Executive (i) executing and not revoking this Agreement pursuant to Section 6 below; (ii) executing and not revoking the Supplemental Release as set forth in Section 7; and (ii) complying with his obligations under the terms of this Agreement.

3.Consulting Engagement.

(a)Engagement as an Independent Contractor.  The Company hereby engages Executive as an independent contractor, and Executive hereby accepts such engagement as an independent contractor, upon the terms and conditions set forth in this Agreement, for the twenty-four-month period beginning on the Termination Date and ending on the two-year anniversary of the Termination Date (the “Consulting Period”).

(b)Consulting Services. Unless otherwise agreed in writing by the parties, Executive shall perform and provide executive-level advisory consulting services and advice (the “Consulting Services”) to the Company, consistent with Executive’s former role as Chief Executive Officer of the Company.  Executive shall perform and provide Consulting Services as reasonably requested in writing from time to time by the Company’s CEO.  Executive shall perform the Consulting Services in a professional and competent manner. Additionally, during the Consulting Period, Executive agrees to promote the best interest of the Company and to take no actions that in any way damage the public image or reputation of the Company or its affiliates.  Executive shall not be required to provide more than ten (10) hours of Consulting Services per month (and in no event will Executive be required to provide Consulting Services at a level that exceeds more than 20% of the average level of bona fide services Executive performed as an employee of the Company prior to the Effective Date).

(c)Independent Contractor Relationship.  The parties acknowledge and intend that the relationship of Executive to the Company under this Agreement during the Consulting Period shall be that of an independent contractor.  In performing the Consulting Services under this Agreement, Executive shall complete the Consulting Services according to his own means and methods of work which shall be in the exclusive charge and control of Executive and which shall not be subject to the control or supervision of the Company, except as to the results of the Consulting Services.  Executive shall determine his own working hours and schedule; diligently perform the Consulting Services in a professional and ethical manner; and abide by the Company’s

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then-current policies or guidelines while at the Company’s facilities (including, without limitation, strict adherence to all Company policies or guidelines with respect to COVID-19).  Executive shall be entirely and solely responsible for his actions or inactions and the actions or inactions of his agents, employees or subcontractors, if any, while performing Consulting Services hereunder.  Executive agrees that he shall not, in any form or fashion, maintain, hold out, represent, state or imply to any other individual or entity that an employer/employee relationship exists between the Company and Executive, his agents and employees, or between the Company and any subcontractor or its agents and employees, and Executive is not granted nor shall he represent that he is granted any right or authority to make any representation or warranty or assume or create any obligation or responsibility, express or implied, for, on behalf or in the name of the Company, to incur debts for the Company or to bind the Company in any manner whatsoever.

(d)Taxes and Company Benefits.  The parties agree that during the Consulting Period, Executive shall be serving as an independent contractor of the Company, and therefore unless required by law, the Company shall not deduct any federal, state or local taxes or other withholdings from any sums paid Executive hereunder, and Executive hereby agrees to fully and timely pay, and indemnify and hold harmless the Company and each of its affiliates from, any liability for any and all federal, state and local taxes or assessments of any kind arising out of any payment made by the Company to Executive hereunder.  Executive shall be responsible for all tax reporting, tax payments, withholdings, insurance and other payments, expenses and filings required to be made or paid by his agents or employees.  Further, neither Executive nor any of his agents or employees shall be entitled to any benefits provided by the Company to any of its employees, including, without limitation, any retirement plan, insurance program, disability plan, medical benefits plan or any other fringe benefit program sponsored and maintained by the Company for its employees.

4.General Release of Claims and Covenant Not to Sue.  

(a)Executive’s General Release of Claims.  In consideration of the Consideration, Executive on behalf of himself and his agents and successors in interest hereby UNCONDITIONALLY RELEASES AND DISCHARGES the Company, its successors, subsidiaries, parent companies and its affiliates and each of their respective partners, equity holders, principals and employees), shareholders, assigns, joint ventures, and affiliated companies and all of their respective agents, legal representatives, shareholders, attorneys, employees, members, managers, officers, directors and affiliates (collectively, the “Releasees”)fromALLCLAIMS,LIABILITIES,DEMANDSANDCAUSESOFACTION that he may by law release, whether known or unknown, fixed or contingent, that he may have or claim to have against any Releasee for any reason as of the date of Executive’s execution of this Agreement.  Executive specifically acknowledges and agrees that he is releasing any and all rights under federal, state and local employment laws including without limitation the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Americans With Disabilities Act, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, the anti-retaliation provisions of the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Equal Pay Act, the Occupational Safety and Health Act, the Worker Adjustment and Retraining Notification Act, the Employee Polygraph Protection Act, the Fair Credit Reporting Act, and any and all other local, state, and federal law claims arising

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under statute or common law. It is agreed that this is a general releaseand it is to be broadly construed as a release of all claims, except as set forth in Section 4(b) below.

(b)Exceptions to General Release.  Nothing in this Agreement is intended as, or shall be deemed or operate as, a release by Executive of (i) any rights of Executive under this Agreement; (ii) any other benefits under any agreements with the Company or Company-sponsored benefit plans (e.g., 401(k) benefits); (iii) any rights or claims of Executive for indemnificationor related duties by the Company under any written indemnification agreement, the self-governance documents of the Company, or under applicable law; (iv) any rights to coverage under any director and officer liability insurance or other insurance policies or any run-off policy thereto; (v) any rightsunder COBRA or similar state law; (vi) any recovery to which Executive may be entitled pursuant to workers’ compensation and unemployment insurance laws; (vii) Executive’s right to challenge the validity of his release of claims under the ADEA; (viii) any rights or claims under federal or state law that cannot, as a matter of law, be waived by private agreement; and (ix) any claims arisingafter the date on which Executive executes thisAgreement.

(c)Covenant Not to Sue.  Except as expressly set forth in Section 4(f) below, Executive further hereby AGREES NOT TO FILE A LAWSUIT or other legal claim or charge against any of the Releasees concerning any claim released by this Agreement.  

(d)Acknowledgement Regarding Payments and Benefits.  Except as expressly provided herein, Executive acknowledges and agrees that Executive has been paid all wages and accrued benefits to which Executive is entitled through the date of execution of this Agreement.  Other than the payments set forth in this Agreement, the Parties agree that the Company owes no additional amounts to Executive for wages, back pay, severance pay, bonuses, damages, accrued vacation, benefits, insurance, sick leave, other leave, or any other reason.  

(e)Other Representations and Acknowledgements.  This Agreement is intended to and does settle and resolve all claims of any nature that Executive might have against the Company arising out of their employment relationship or the termination of employment or relating to any other matter, except as set forth in Section 4(b).  By signing this Agreement, Executive acknowledges that Executive is doing so knowingly and voluntarily, that Executive understands that Executive may be releasing claims Executive may not know about, and that Executive is waiving all rights Executive may have had under any law that is intended to protect Executive from waiving unknown claims.  Executive warrants that Executive has not filed any lawsuits of any kind whatsoever against the Company or any of the Releasees as of the date of execution of this Agreement.  This Agreement shall not in any way be construed as an admission by the Company or any of the Releasees of wrongdoing or liability or that Executive has any rights against the Company or any of the Releasees.  Executive represents and agrees that Executive has not transferred or assigned, to any person or entity, any claim that Executive is releasing in this Section 4.

(f)Protected Rights.  Executive understands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state or local governmental agency or commission

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(“Government Agencies”).  Executive further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual.  However, based on Executive’s release of claims set forth in this Agreement, Executive understands that Executive is releasing all claims that Executive may have, as well as, to the extent permitted by applicable law, Executive’s right to recover monetary damages or obtain other relief that is personal to Executive in connection with any claim Executive is releasing under this Agreement.

5.Acknowledgment.  The Executive acknowledges that he has had a full and complete opportunity to consult with counsel and other advisors of his own choosing concerning the terms, enforceability and implications of this agreement, and that the Company advised and encouraged Executive to do so prior to executing this Agreement.  Executive expressly acknowledges and agrees that Executive has been offered at least twenty-one (21) days to consider this Agreement before signing it, that Executive has read this Agreement and Release carefully, that Executive has had sufficient time and opportunity to consult with an attorney or other advisor of Executive’s choosing concerning the execution of this Agreement.  Executive acknowledges and agrees that Executive fully understands that the Agreement is final and binding, that it contains a full release of all claims and potential claims, and that the only promises or representations Executive has relied upon in signing this Agreement are those specifically contained in the Agreement itself.  Executive acknowledges and agrees that Executive is signing this Agreement voluntarily, with the full intent of releasing the Company and Releasees from all claims covered by Section 4.  

6.Revocation and Effective Date.  The Parties agree Executive may revoke the Agreement at will within seven (7) days after Executive executes the Agreement by giving written notice of revocation to Company.  Such notice must be delivered to Timothy D. Johnson, General Counsel of the Company, and must actually be received by him at or before the above-referenced seven-day deadline.  The Agreement may not be revoked after the expiration of the seven-day deadline.  In the event that Executive revokes the Agreement within the revocation period described in this Section 6, this Agreement shall not be effective or enforceable, and all rights and obligations hereunder shall be void and of no effect.  Assuming that Executive does not revoke this Agreement within the revocation period described above, the effective date of this Agreement (the “Effective Date”) shall be the eighth (8^th) day after the day on which Executive executes this Agreement.

7.Supplemental Release.  In addition to signing this Agreement, Executive agrees that, on the Termination Date or within seven (7) days after the Termination Date, he will sign an additional Supplemental Release of Claims, attached hereto as Exhibit A (the “Supplemental Release”).  The Company’s provision of the Consideration described in Section 2 above is contingent on Executive signing and not revoking both this Agreement and the attached Supplemental Release.

8.Status of Other Agreements.  Executive acknowledges and agrees that the Employment Agreement shall be terminated, without further action by the Parties, as of the

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Termination Date and that Executive is not entitled to any payments or benefits from the Company other than what is provided in this Agreement; provided, however, that this Agreement does not invalidate the other obligations set forth in Section 9 of the Employment Agreement, all of which shall remain in full force and effect in accordance with their terms.

9.[INTENTIONALLY DELETED]

10.Certain Agreements.

a.Confidentiality.  Executive acknowledges that the Company owns and shall own and has developed and shall develop proprietary information concerning its business and the business of its subsidiaries and affiliates and each of their employees, customers and clients (“Proprietary Information”). Such Proprietary Information includes, among other things, trade secrets, financial information, product plans, customer lists, marketing plans, systems, manuals, training materials, forecasts, inventions, improvements, know-how and other intellectual property, in each case, relating to the Company’s business. Executive shall, at all times, both during his service as a consultant for the Company and thereafter, keep all Proprietary Information in confidence and trust and shall not use or disclose any Proprietary Information without the written consent of the Company, except as necessary in the ordinary course of Executive’s duties. The parties acknowledge that pursuant to the Defend Trade Secrets Act of 2016 (the “DTSA”), an individual may not be held criminally or civilly liable under any Federal or state trade secret law for disclosure of a trade secret that (i) is made (A) in confidence to a Federal, state or local governmental authority, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of applicable law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement or any other agreement Executive has with the Company or any of its affiliates is intended to conflict with the DTSA or create liability for disclosures of trade secrets that are expressly allowed by such section. Under the DTSA, any employee, contractor, or consultant who is found to have wrongfully misappropriated trade secrets (as the terms “misappropriate” and “trade secret” are defined in the DTSA) may be liable for, among other things, exemplary damages and attorneys’ fees. Further, nothing in this Agreement or any other agreement Executive has with the Company or any of its affiliates will prohibit or restrict Executive from making any voluntary disclosure of information or documents related to any violation of law to any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance notice to the Company.

b.Company Property.  Executive recognizes that all Proprietary Information, however stored or memorialized, and all identification cards, keys, flash drives, computers, mobile phones, Personal Data Assistants, telephone numbers, access codes, marketing materials, documents, records and other equipment or property which the Company provides are the sole property of the Company. Upon termination of this consulting agreement, Executive shall (1) refrain from taking any such property from the Company’s premises, and (2) return any such property in Executive’s possession within ten (10) business days.

c.Assignment of Inventions to the Company.  Executive shall promptly disclose to the Company all improvements, inventions, formulas, processes, computer programs,

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know-how and trade secrets developed, whether or not patentable, made or conceived or reduced to practice or developed by Executive, either alone or jointly with others, during and related to Executive’s service as a consultant or employee and the Company’s business or while using the Company’s equipment, supplies, facilities or trade secret information (collectively, “Inventions”). All Inventions and other intellectual property rights shall be the sole property of the Company and shall be “works made for hire.” Executive hereby assigns to the Company any rights Executive may have or acquire in all Inventions and agrees to perform, during and after serving as an employee of or consultant for the Company, at the Company’s expense including reasonable compensation to Executive, all acts reasonably necessary by the Company in obtaining and enforcing intellectual property rights with respect to such Inventions. Executive hereby irrevocably appoints the Company and its officers and agents as Executive’s attorney-in-fact to act for and in Executive’s name and stead with respect to such Inventions.

11.Covenant Not to Engage in Certain Acts.

a.General.  Executive understands and agrees that Executive shall hold a position of significant trust and, in such position of significant trust, shall provide services and have responsibility with respect to the Company and all of its subsidiaries and affiliates (collectively, the “Company Group”), including, without limitation, contributing to the acquisition and retention of customers and the generation of goodwill. Executive further understands and agrees that Executive will develop, access and use Proprietary Information for the benefit of the Company Group. The parties understand and agree that the purpose of the restrictions contained in Section 10 and this Section 11 is to protect the goodwill and other legitimate business interests of the Company (including its Proprietary Information), and that the Company would not have entered into this Agreement in the absence of such restrictions. Executive acknowledges and agrees that the restrictions are reasonable and do not, and will not, unduly impair his ability to make a living after the termination of his employment or service as a consultant with the Company. The provisions of Section 10 and Section 11 shall survive the expiration or sooner termination of this Agreement.

b.Non-Compete; Non-Interference; Non-Solicit. During the Consulting Period and for a period of twelve (12) months after the end of the Consulting Period Executive shall not, whether for Executive’s own account or for any other Person, directly or indirectly, with or without compensation:

(i)own, manage, operate, control or participate in the ownership, management, operation or control of, or be employed or engaged in a senior management role by, any corporation, limited liability company, partnership, joint venture, proprietorship or other business entity or organization that engages in or plans to engage in the business of (i) supplying, distributing, manufacturing, designing, constructing and/or installing structural and related building products, including, without limitation, prefabricated components, roof and floor trusses, wall panels, stairs, windows, doors, millwork, lumber products, roofing, insulation, hardware and other building products and/or (ii) providing services to customers in connection with any of the foregoing or otherwise related to residential homebuilding, in each case, (i) and (ii) anywhere in the United States (a “Competing Business”);

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(ii)solicit, or call upon or otherwise attempt to solicit, on behalf of any Competing Business, any of the customers, prospective customers, vendors or suppliers of Company Group;

(iii)divert or take away, or attempt to divert or take away, any existing business of the Company Group;

(iv)induce or entice, or seek to induce or entice, or otherwise interfere with, the Company Group’s business relationship with, any customer of the Company Group;

(v)advance credit or lend money to any third party for the purpose of establishing or operating any Competing Business; or

(vi)with respect to any substantially full time independent contractor of the Company Group, employee of the Company Group or individual who was, at any time during the three months prior to the Termination Date, an employee of the Company Group: (A) hire or retain, or attempt to hire or retain, such individual to provide services for any third party; or (B) entice away or in any manner persuade or attempt to persuade, such individual to (1) terminate and/or leave his or her employment or engagement, (2) accept employment with any person or entity other than a member of the Company Group, or (3) terminate his relationship with the Company Group or devote less of his business time to the Company Group.

Notwithstanding the foregoing, nothing in this Section 11(b) will prohibit Executive from acquiring or holding not more than two percent (2%) of any class of publicly traded securities.

c.Survival; Injunctive Relief. Executive agrees that the provisions of Section 10 and Section 11 shall survive the termination of this Agreement and the termination of Executive’s employment. Executive acknowledges that a breach by him of the covenants contained in Section 10 or Section 11 cannot be reasonably or adequately compensated in damages in an action at law and that such breach will cause the Company immeasurable and irreparable injury and damage. Executive further acknowledges that he possesses unique skills, knowledge and ability and that competition in violation of Section 10 or Section 11 would be extremely detrimental to the Company. By reason thereof, each of the Company and Executive agrees that the other shall be entitled, in addition to any other remedies it may have under this Agreement, at law or in equity, or otherwise, to temporary, preliminary and/or permanent injunctive and other equitable relief to prevent or curtail any actual or threatened violation of Section 10 or Section 11, without proof of actual damages that have been or may be caused to the Company by such breach or threatened breach, and waives to the fullest extent permitted by law the posting or securing of any bond by the other party in connection with such remedies.

12.Final Agreement.  This Agreement and the Supplemental Release contain the entire agreement between the Company and Executive with respect to the subject matter hereof, and supersede all prior agreements between the Parties, except as set forth in Section 8 above. The Parties agree that this Agreement may not be modified except by a written document signed by both Parties.  The Parties agree that this Agreement may be executed in one or more counterparts,

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each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

13.Governing Law.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to its principles of conflicts of laws. Executive agrees to submit to the jurisdiction of the State of Texas, agrees that any dispute concerning this Agreement shall be brought exclusively in a state or federal court of competent jurisdiction in Texas, and agrees that other than disputes involving Section 10 or Section 11, all disputes shall be settled through arbitration pursuant to Section 19. Executive waives any and all objections to jurisdiction or venue.

14.Severability.  The parties agree that it is not their intention to violate any public policy or statutory or common law. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. Without limiting the foregoing, if any portion of Section 11 is held to be unenforceable, the maximum enforceable restriction of time, scope of activities and geographic area will be substituted for any such restrictions held unenforceable.

15.Amendment; Waiver.  This Agreement may be amended only by an instrument in writing signed by the parties hereto, and any provision hereof may be waived only by an instrument in writing signed by the party or parties against whom or which enforcement of such waiver is sought. The failure of any party hereto at any time to require the performance by any other party hereto of any provision hereof shall in no way affect the full right to require such performance at any time thereafter, nor shall the waiver by any party hereto of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision or a waiver of the provision itself or a waiver of any other provision of this Agreement.

16.Voluntary Agreement. Executive has read this Agreement carefully, has had the opportunity to seek advice of counsel and understands and accepts the obligations that it imposes upon Executive without reservation. No other promises or representations have been made to Executive to induce Executive to sign this Agreement. Executive is signing this Agreement voluntarily and finely.

17.Code Section 409A.This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder.  The tax treatment of the benefits provided under the Agreement is not warranted or guaranteed to Executive, who is responsible for all taxes assessed on any payments made pursuant to this Agreement, whether under Section 409A of the Code or otherwise.  Neither the Company nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive as a result of the application of Section 409A of the Code.  Executive’s right to receive any installment payments shall be treated as a right to receive separate and distinct payments for purposes of Section 409A of the Code.

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18.Notices.  Any notice or other communication required or permitted under this Agreement shall be effective only if it is in writing and shall be deemed to be given when delivered personally or four (4) days after it is mailed by registered or certified mail, postage prepaid, return receipt requested or one (1) day after it is sent by a reputable overnight courier service and, in each case, addressed as follows (or if it is sent through any other method agreed upon by the parties):

If to the Company:	Builders FirstSource
	2001 Bryan Street, Suite 1600
	Dallas, Texas 75201
	ATTN: General Counsel

If to the Executive:	M. Chad Crow
	[ADDRESS REDACTED]

or to such other address as any party hereto may designate by notice to the others.

19.Arbitration. Except with respect to the Company’s enforcement of the covenants in Section 10 and Section 11, in the event that either Executive or the Company (or their successor and assigns, or any other person claiming benefits on behalf of or through them) has a dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties hereto shall use their reasonable best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If the parties do not reach such solution within a period of 60 days, then, upon written notice by either party to the other, all such disputes, claims, questions, or differences shall be finally settled by confidential binding arbitration administered by the American Arbitration Association in accordance with the provisions of its Employment Arbitration Rules, unless such claim is precluded by law from being settled through arbitration. Such arbitration shall take place in Dallas, Texas. Any arbitrator selected by the parties to arbitrate any such dispute shall have practiced predominately in the field of employment law for no less than ten years. The arbitrator will have the power to interpret this Agreement. Any determination or decision by the arbitrator shall be binding upon the parties and may be enforced in any court of law. The parties agree that this arbitration provision does not apply to the right of Executive to file a charge, testify, assist or participate in any manner in an investigation, hearing or proceeding before the Equal Employment Opportunity Commission or any other agency pertaining to any matters covered by this Agreement and within the jurisdiction of the agency. Both parties agree that this arbitration clause has been bargained for by the parties upon advice of their respective counsel.

20.Agreement Negotiated. The parties hereto acknowledge and agree that each party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both parties hereto and not in favor or against either party.

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21.Counterparts; Headings. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. A facsimile or .pdf file of a signature shall be deemed to be and have the effect of an original signature.  The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning of any provision hereof.

(Signatures on next page)

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The Parties hereby signify their agreement to these terms by their signatures below.

EXECUTIVE
/s/ M. Chad Crow
M. Chad Crow
Date:	March 5, 2021
BUILDERS FIRSTSOURCE, INC.
By:	/s/ Timothy D. Johnson
Name:	Timothy D. Johnson
Title:	Executive Vice President and General Counsel
Date:	March 5, 2021

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Exhibit A

SUPPLEMENTAL RELEASE OF CLAIMS

1.General Release of Claims.  This Supplemental Release of Claims (the “Supplemental Release”) releases all claims against Builders FirstSource, Inc. (the “Company”) that may have arisen between the date Executive signed the Consulting Agreement on ____________, 2021 (the “Agreement”), and the Termination Date (as defined in the Agreement).  By signing this Supplemental Release, and in return for the Consideration set forth in Section 2 of the Agreement, Executive on behalf of himself and his agents and successors in interest, hereby UNCONDITIONALLY RELEASES AND DISCHARGES the Company, its successors, subsidiaries, parent companies and its affiliates and each of their respective partners, equity holders, principals and employees), shareholders, assigns, joint ventures, and affiliated companies and all of their respective agents, legal representatives, shareholders, attorneys, employees, members, managers, officers, directors and affiliates (collectively, the “Releasees”)fromALLCLAIMS,LIABILITIES,DEMANDSANDCAUSESOFACTION that he may by law release, whether known or unknown, fixed or contingent, that he may have or claim to have against any Releasee for any reason as of the date of Executive’s execution of this Supplemental Release.  Executive specifically acknowledges and agrees that he is releasing any and all rights under federal, state and local employment laws including without limitation the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Americans With Disabilities Act, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, the anti-retaliation provisions of the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Equal Pay Act, the Occupational Safety and Health Act, the Worker Adjustment and Retraining Notification Act, the Employee Polygraph Protection Act, the Fair Credit Reporting Act, and any and all other local, state, and federal law claims arising under statute or common law. It is agreed that this is a general release and it is to be broadly construed as a release of all claims, except as set forth in Section 2 below.

2.Exceptions to General Release.  Nothing in this Supplemental Release is intended as, or shall be deemed or operate as, a release by Executive of (i) any rights of Executive under the Agreement; (ii) any other benefits under any agreements with the Company or Company-sponsored benefit plans (e.g., 401(k) benefits); (iii) any rights or claims of Executive for indemnificationor related duties by the Company under any written indemnification agreement, the self-governance documents of the Company, or under applicable law; (iv) any rights to coverage under any director and officer liability insurance or other insurance policies or any run-off policy thereto; (v) any rightsunder COBRA or similar state law; (vi) any recovery to which Executive may be entitled pursuant to workers’ compensation and unemployment insurance laws; (vii) Executive’s right to challenge the validity of his release of claims under the ADEA; (viii) any rights or claims under federal or state law that cannot, as a matter of law, be waived by private agreement; and (ix) any claims arisingafter the date on which Executive executes thisSupplemental Release.

3.Covenant Not to Sue.  Except as expressly set forth in Section 6 below, Executive further hereby AGREES NOT TO FILE A LAWSUIT or other legal claim or charge against any of the Releasees concerning any claim released by this Supplemental Release.

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4.Acknowledgement Regarding Payments and Benefits.  Except as expressly provided herein, Executive acknowledges and agrees that Executive has been paid all wages and accrued benefits to which Executive is entitled through the date of execution of this Supplemental Release.  Other than the payments set forth in the Agreement, the Parties agree that the Company owes no additional amounts to Executive for wages, back pay, severance pay, bonuses, damages, accrued vacation, benefits, insurance, sick leave, other leave, or any other reason.  

5.Other Representations and Acknowledgements.  The Agreement and this Supplemental Release are intended to and do settle and resolve all claims of any nature that Executive might have against the Company arising out of their employment relationship or the termination of employment or relating to any other matter, except as set forth in Section 2 above.  By signing this Supplemental Release, Executive acknowledges that Executive is doing so knowingly and voluntarily, that Executive understands that Executive may be releasing claims Executive may not know about, and that Executive is waiving all rights Executive may have had under any law that is intended to protect Executive from waiving unknown claims.  Executive warrants that Executive has not filed any lawsuits of any kind whatsoever against the Company or any of the Releasees as of the date of execution of this Supplemental Release.  This Supplemental Release shall not in any way be construed as an admission by the Company or any of the Releasees of wrongdoing or liability or that Executive has any rights against the Company or any of the Releasees.  Executive represents and agrees that Executive has not transferred or assigned, to any person or entity, any claim that Executive is releasing in this Supplemental Release.

6.Protected Rights.  Executive understands that nothing contained in this Supplemental Release limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state or local governmental agency or commission (“Government Agencies”).  Executive further understands that this Supplemental Release does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual.  However, based on Executive’s release of claims set forth in this Supplemental Release, Executive understands that Executive is releasing all claims that Executive may have, as well as, to the extent permitted by applicable law, Executive’s right to recover monetary damages or obtain other relief that is personal to Executive in connection with any claim Executive is releasing under this Supplemental Release.

7.Acknowledgment.  The Executive acknowledges that he has had a full and complete opportunity to consult with counsel and other advisors of his own choosing concerning the terms, enforceability and implications of this Supplemental Release, and that the Company advised and encouraged Executive to do so prior to executing this Supplemental Release.  Executive expressly acknowledges and agrees that Executive has been offered at least twenty-one (21) days to consider this Supplemental Release before signing it, that Executive has read the Agreement and this Supplemental Release carefully, that Executive has had sufficient time and opportunity to consult with an attorney or other advisor of Executive’s choosing concerning the execution of this Supplemental Release.  Executive acknowledges and agrees that Executive fully understands that this Supplemental

- 14 -

Release is final and binding, that it contains a full release of all claims and potential claims, and that the only promises or representations Executive has relied upon in signing this Supplemental Release are those specifically contained in the Agreement and this Supplemental Release.  Executive acknowledges and agrees that Executive is signing this Supplemental Release voluntarily, with the full intent of releasing the Company and the Releasees from all claims covered by this Supplemental Release.  

8.Revocation and Effective Date.  The Parties agree Executive may revoke this Supplemental Release at will within seven (7) days after Executive executes the Supplemental Release by giving written notice of revocation to Company.  Such notice must be delivered to Timothy D. Johnson, General Counsel of the Company, and must actually be received by him at or before the above-referenced seven-day deadline.  The Supplemental Release may not be revoked after the expiration of the seven-day deadline.  In the event that Executive revokes the Supplemental Release within the revocation period described in this Section 8, this Supplemental Release shall not be effective or enforceable, and all rights and obligations hereunder shall be void and of no effect.  Assuming that Executive does not revoke this Supplemental Release within the revocation period described above, the effective date of this Supplemental Release shall be the eighth (8^th) day after the day on which Executive executes this Supplemental Release.

Accepted and agreed to:

Print Name:

Signature:

Dated:

- 15 -

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, David E. Flitman, certify that:

1. I have reviewed this report on Form 10-Q of Builders FirstSource, 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.

/s/ DAVID E. FLITMAN

David E. Flitman

President and Chief Executive Officer

Date: May 6, 2021

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Peter M. Jackson, certify that:

1. I have reviewed this report on Form 10-Q of Builders FirstSource, 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.

/s/ PETER M. JACKSON

Peter M. Jackson

Executive Vice President and Chief Financial Officer

Date: May 6, 2021

EX-32.1

Exhibit 32.1

Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350

(Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the quarterly report of Builders FirstSource, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, David E. Flitman, as Chief Executive Officer of the Company, and Peter M. Jackson, as Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or Section 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.

/s/ DAVID E. FLITMAN

David E. Flitman

President and Chief Executive Officer

/s/ PETER M. JACKSON

Peter M. Jackson

Executive Vice President and Chief Financial Officer

Date: May 6, 2021

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 04, 2021
Cover [Abstract]
Entity Registrant Name	BUILDERS FIRSTSOURCE, INC.
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Trading Symbol	BLDR
Security Exchange Name	NASDAQ
Entity Central Index Key	0001316835
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Entity Common Stock, Shares Outstanding		207,133,523
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	false
Entity File Number	0-51357
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	52-2084569
Entity Address, Address Line One	2001 Bryan Street
Entity Address, Address Line Two	Suite 1600
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	214
Local Phone Number	880-3500
Document Quarterly Report	true
Document Transition Report	false

XML

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Net sales	$ 4,173,775	$ 1,787,021
Cost of sales	3,104,221	1,321,608
Gross margin	1,069,554	465,413
Selling, general and administrative expenses	821,598	404,466
Income from operations	247,956	60,947
Interest expense, net	31,844	51,931
Income before income taxes	216,112	9,016
Income tax expense	43,532	249
Net income	$ 172,580	$ 8,767
Net income per share:
Basic	$ 0.84	$ 0.08
Diluted	$ 0.83	$ 0.07
Weighted average common shares:
Basic	206,571	116,258
Diluted	208,624	117,494

XML

CONDENSED CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 19,118	$ 423,806
Accounts receivable, less allowances of $30,630 and $17,637 at March 31, 2021 and December 31, 2020, respectively	1,749,650	880,018
Other receivables	96,835	76,436
Inventories, net	1,585,612	784,527
Other current assets	119,453	58,895
Total current assets	3,570,668	2,223,682
Property, plant and equipment, net	1,297,756	749,130
Operating lease right-of-use assets, net	442,440	274,562
Goodwill	2,536,909	785,305
Intangible assets, net	1,501,250	119,882
Other assets, net	30,483	21,110
Total assets	9,379,506	4,173,671
Current liabilities:
Accounts payable	1,123,804	600,357
Accrued liabilities	628,924	385,536
Current portion of operating lease liabilities	94,316	61,625
Current maturities of long-term debt	14,134	27,335
Total current liabilities	1,861,178	1,074,853
Noncurrent portion of operating lease liabilities	356,549	219,239
Long-term debt, net of current maturities, debt discount, and debt issuance costs	1,658,109	1,596,905
Deferred income taxes	390,577	49,495
Other long-term liabilities	129,148	80,396
Total liabilities	4,395,561	3,020,888
Commitments and contingencies (Note 13)
Stockholders' equity:
Preferred stock, $0.01 par value, 10,000 shares authorized; zero shares issued and outstanding
Common stock, $0.01 par value, 300,000 shares authorized; 206,858 and 116,829 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	2,069	1,168
Additional paid-in capital	4,246,922	589,241
Retained earnings	734,954	562,374
Total stockholders' equity	4,983,945	1,152,783
Total liabilities and stockholders' equity	$ 9,379,506	$ 4,173,671

XML

CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Statement Of Financial Position [Abstract]
Allowances on trade accounts receivable	$ 30,630	$ 17,637
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	206,858,000	116,829,000
Common stock, shares outstanding	206,858,000	116,829,000

XML

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities:
Net income	$ 172,580	$ 8,767
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	134,331	29,400
Deferred income taxes	(8,857)	875
Stock-based compensation expense	10,402	3,254
Other non-cash adjustments	2,874	5,900
Changes in assets and liabilities, net of assets acquired and liabilities assumed:
Receivables	(384,123)	(61,998)
Inventories	(340,940)	(78,591)
Other current assets	(27,664)	(5,000)
Other assets and liabilities	1,999	26,286
Accounts payable	241,621	108,295
Accrued liabilities	(2,731)	(87,842)
Net cash used in operating activities	(200,508)	(50,654)
Cash flows from investing activities:
Purchases of property, plant and equipment	(39,263)	(28,498)
Proceeds from sale of property, plant and equipment	3,194	538
Cash acquired in BMC Merger	167,490
Cash used for acquisitions		(15,893)
Net cash provided by (used in) investing activities	131,421	(43,853)
Cash flows from financing activities:
Borrowings under revolving credit facility	410,000	681,000
Repayments under revolving credit facility	(260,000)	(398,000)
Proceeds from long-term debt and other loans		550,000
Repayments of long-term debt and other loans	(468,671)	(554,263)
Payments of debt extinguishment costs	(2,475)	(22,686)
Payments of loan costs	(4,272)	(8,332)
Exercise of stock options	235	398
Repurchase of common stock	(10,418)	(3,834)
Net cash (used in) provided by financing activities	(335,601)	244,283
Net change in cash and cash equivalents	(404,688)	149,776
Cash and cash equivalents at beginning of period	423,806	14,096
Cash and cash equivalents at end of period	19,118	163,872
Supplemental disclosures of cash flow information:
Cash paid for interest	21,922	21,651
Cash paid for income taxes	21,701	150
Supplemental disclosures of non-cash activities:
Non-cash consideration for the BMC Merger	3,658,362
Accrued purchases of property, plant and equipment	6,734	5,238
Acquisition of assets under operating lease obligations	13,707	9,437
Acquisition of assets under finance lease obligations	$ 1,644	$ 2,679

XML

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings
Balance at Dec. 31, 2019	$ 824,953	$ 1,161	$ 574,955	$ 248,837
Balance, shares at Dec. 31, 2019		116,052
Vesting of restricted stock units		$ 6	(6)
Vesting of restricted stock units, shares		579
Stock-based compensation expense	3,254		3,254
Exercise of stock options	398		398
Exercise of stock options, shares		82
Shares withheld for restricted stock units vested	(3,834)	$ (2)	(3,832)
Shares withheld for restricted stock units vested, shares		(168)
Net income	8,767			8,767
Balance at Mar. 31, 2020	833,538	$ 1,165	574,769	257,604
Balance, shares at Mar. 31, 2020		116,545
Balance at Dec. 31, 2020	$ 1,152,783	$ 1,168	589,241	562,374
Balance, shares at Dec. 31, 2020	116,829	116,829
Merger consideration	$ 3,658,362	$ 896	3,657,466
Merger consideration, shares		89,586
Vesting of restricted stock units		$ 6	(6)
Vesting of restricted stock units, shares		648
Stock-based compensation expense	10,402		10,402
Exercise of stock options	235	$ 1	234
Exercise of stock options, shares		27
Shares withheld for restricted stock units vested	(10,417)	$ (2)	(10,415)
Shares withheld for restricted stock units vested, shares		(232)
Net income	172,580			172,580
Balance at Mar. 31, 2021	$ 4,983,945	$ 2,069	$ 4,246,922	$ 734,954
Balance, shares at Mar. 31, 2021	206,858	206,858

XML

Basis of Presentation

3 Months Ended

Mar. 31, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Basis of Presentation

1. Basis of Presentation

Builders FirstSource, Inc., a Delaware corporation formed in 1998, is a leading supplier and manufacturer of building materials, manufactured components and construction services to professional homebuilders, sub-contractors, remodelers and consumers.  The Company operates approximately 550 locations in 40 states across the United States. In this quarterly report, references to the “Company,” “we,” “our,” “ours” or “us” refer to Builders FirstSource, Inc. and its consolidated subsidiaries unless otherwise stated or the context otherwise requires.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the dates and periods presented. Results for interim periods are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. Intercompany transactions are eliminated in consolidation.

The condensed consolidated balance sheet as of December 31, 2020 is derived from the audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. This condensed consolidated balance sheet as of December 31, 2020 and the unaudited condensed consolidated financial statements included herein should be read in conjunction with the more detailed audited consolidated financial statements for the year ended December 31, 2020 included in our most recent Form 10-K. Accounting policies used in the preparation of these unaudited condensed consolidated financial statements are consistent with the accounting policies described in the Notes to Consolidated Financial Statements included in our Form 10-K.

Segments

We offer an integrated solution to our customers by providing manufacturing, supply, and installation of a full range of structural and related building products directly to homebuilder customers. We manufacture floor trusses, roof trusses, wall panels, stairs, millwork, windows, and doors. We also provide a full range of construction services. These product and service offerings are distributed across our approximately 550 locations operating in 40 states across the United States. Following the merger with BMC Stock Holdings, Inc. on January 1, 2021, which is discussed in Note 2 to these condensed consolidated financial statements, the Company reorganized the structure of its internal organization.

Given the span and depth of our geographical reach, our locations are organized into three geographical divisions (East, Central, and West), which are also our operating segments.  Our operating divisions are organized on a geographical basis to facilitate a disaggregated management of the Company and to respond to the local needs of the customers in the markets we serve. All of our segments have similar customers, products and services, and distribution methods.

Due to these similarities, along with the similar economic profitability achieved across all our operating segments, we aggregate our three operating segments into one reportable segment. Centralized financial and operational oversight, including resource allocation and assessment of performance on an income (loss) from continuing operations before income taxes basis, is performed by our CEO, whom we have determined to be our chief operating decision maker (“CODM”).  

The accounting policies of our operating segments are consistent with the accounting policies described in the Notes to Consolidated Financial Statements included in our Form 10-K. Since the Company operates in one reportable segment, the primary measures reviewed by the CODM, including revenue, gross profit and income before income taxes, are shown in these condensed consolidated financial statements.

Business Combinations

When they meet the requirements under ASC 805, Business Combinations, merger and acquisition transactions are accounted for using the acquisition method, and accordingly the results of operations of the acquiree are included in the Company’s consolidated financial statements from the acquisition date. The consideration transferred is allocated to the identifiable assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with any excess recorded as goodwill. Transaction-related costs are expensed in the period the costs are incurred. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill.

Comprehensive Income

Comprehensive income is equal to the net income for all periods presented.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The purpose of ASU 2020-04 is to provide optional guidance for a period of time related to accounting for reference rate reform on financial reporting. It is intended to reduce the potential burden of reviewing contract modifications related to discontinued rates. The amendments and expedients in this update are effective as of March 12, 2020 through December 31, 2022 and may be elected by topic. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.

In December 2019, the FASB issued an update to existing guidance under the Income Taxes topic of the FASB Accounting Standards Codification (“Codification”). This updated guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles in the Income Taxes topic. This guidance is effective for public companies annual and interim periods beginning after December 15, 2020 with early adoption permitted. The adoption of this guidance did not have a material impact on our consolidated financial statements.

XML

Business Combination

3 Months Ended

Mar. 31, 2021

Business Combinations [Abstract]

Business Combination

2. Business Combination

On January 1, 2021, we completed our previously announced all stock merger transaction with BMC Stock Holdings, Inc., a Delaware corporation (“BMC”), pursuant to the Agreement and Plan of Merger, dated as of August 26, 2020 (as amended, restated, supplemented, or otherwise modified from time to time, the “Merger Agreement”), by and among Builders FirstSource, Inc., Boston Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of Builders FirstSource, Inc. (“Merger Sub”) and BMC. On the terms and subject to the conditions set forth in the Merger Agreement, on January 1, 2021, Merger Sub merged with and into BMC, with BMC continuing as the surviving corporation and a wholly owned subsidiary of Builders FirstSource, Inc. (the “BMC Merger”).  The BMC Merger expands the Company’s geographic reach and value-added offerings.

The BMC Merger was accounted for by the acquisition method, and accordingly the results of operations have been included in the Company’s consolidated financial statements from the acquisition date. Net sales and income before income taxes attributable to BMC were $1.4 billion and $42.8 million, respectively, for the three months ended March 31, 2021. Income before income taxes attributable to BMC reflects an increase in depreciation and amortization expense related to the recording of these assets at fair value as of the acquisition date and is also impacted by changes in the business post-acquisition. The consideration transferred was allocated to the identifiable assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with the excess recorded as goodwill. We incurred transaction-related costs of $17.6 million related to the BMC Merger during the three months ended March 31, 2021 which are included in selling, general and administrative expenses in the accompanying condensed consolidated statement of operations.

The consideration transferred was determined as the sum of the following: (A) the price per share of the Company’s common stock (“BFS common stock”) of $40.81 (based on the closing price per share of BFS common stock on December 31, 2020), multiplied by each of: (1) the approximately 88.7 million shares of BFS common stock issued to BMC stockholders in the BMC Merger (based on the number of shares of BMC common stock outstanding on December 31, 2020, multiplied by the exchange ratio as set forth in the Merger Agreement); and (2) the approximately 0.9 million shares of BFS common stock issued to holders of outstanding BMC restricted stock awards in connection with the BMC Merger (based on the number of BMC restricted stock awards outstanding as of December 31, 2020 (with performance-based awards vesting at target level of performance), multiplied by the exchange ratio as set forth in the Merger Agreement); plus (B) the fair value attributable to fully vested, outstanding options for BMC common stock held by current BMC employees that were assumed by the Company at the effective time and became options to purchase BFS common stock, with the number of shares and exercise price adjusted by the exchange ratio.

The calculation of consideration transferred is as follows:

(In thousands, except ratios and per share amounts)	Amount
Number of BMC common shares outstanding		67,568
Exchange ratio for common shares outstanding per Merger Agreement		1.3125
Shares of BFS common stock issued for BMC outstanding common    stock		88,683
Number of BMC stock awards that vested as a result of the BMC    Merger		688
Exchange ratio for stock awards expected to vest per Merger    Agreement		1.3125
Shares of BFS common stock issued for BMC vested equity awards		903
Price per share of BFS common stock	$	40.81
Fair value of BFS common stock issued for BMC outstanding common    stock and vested equity awards	$	3,655,988
Fair value of modified BMC fully vested, unexercised options		2,374
Total consideration transferred	$	3,658,362

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed for BMC (in thousands):

(In thousands)		Amount
Cash and cash equivalents	$	167,490
Accounts receivable		469,204
Other receivables		36,704
Inventories		460,146
Other current assets		32,891
Property, plant and equipment		555,170
Operating lease right-of-use assets		179,133
Goodwill		1,751,604
Intangible assets		1,470,000
Other assets		6,244
Total assets	$	5,128,586
Accounts payable	$	279,980
Accrued liabilities		246,119
Operating lease liabilities		180,650
Long-term debt		366,797
Deferred income taxes		349,971
Other long-term liabilities		46,707
Total liabilities	$	1,470,224
Total consideration transferred	$	3,658,362

The allocation of the consideration transferred for the BMC Merger is preliminary and based upon all information available to the Company at the time of filing, and is subject to change. The Company is in the process of finalizing its valuation of the identified acquired intangible assets, and therefore, the allocation of the consideration transferred for the BMC Merger is not complete. The fair value assigned above may be adjusted during the measurement period.

The preliminary fair value of acquired intangible assets of $1.5 billion, primarily related to customer relationships, was estimated by applying an income approach. That measure is based on significant Level 3 inputs not observable in the market. Key assumptions developed based on the Company’s historical experience, future projections and comparable market data include future cash flows, long-term growth rates, attrition rates and discount rates.

Immediately following the BMC Merger, the Company settled certain assumed long-term debt of $359.8 million using cash on hand.

The following table reflects the pro forma operating results for the Company which gives effect to the BMC Merger as if it had occurred on January 1, 2020. The pro forma results are based on assumptions that the Company believes are reasonable under the

circumstances. The pro forma results are not necessarily indicative of future results. The pro forma financial information includes the historical results of the Company and BMC adjusted for certain items, which are described below, and does not include the effects of any synergies or cost reduction initiatives related to the BMC Merger.

	Three Months Ended March 31,
(In thousands)	2021		2020
Net sales	$	4,173,775	$	2,707,900
Net income (loss)		231,991		(86,675)

Pro forma net income (loss) reflects the following adjustments:

• Property, plant and equipment and intangible assets are assumed to be recorded at their estimated fair values as of January 1, 2020, and are depreciated or amortized over their estimated useful lives from that date.

• Transaction-related expenses of $57.7 million are assumed to have occurred on January 1, 2020, and are presented as an expense during the three months ended March 31, 2020.

• Interest expense related to certain assumed long-term debt settled in connection with the BMC Merger has been adjusted.  

• Expense incurred during the three months ended March 31, 2021 in relation to the sell-through of inventory which was stepped up in value in connection with the BMC Merger has been adjusted and is presented as an expense during the three months ended March 31, 2020.

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Revenue

3 Months Ended

Mar. 31, 2021

Revenue From Contract With Customer [Abstract]

Revenue

3. Revenue

The following table disaggregates our sales by product category (in thousands):

	Three Months Ended March 31,
	2021		2020
Lumber & lumber sheet goods	$	1,728,495	$	552,481
Manufactured products		816,133		354,457
Windows, doors & millwork		718,557		391,317
Gypsum, roofing & insulation		146,440		110,852
Siding, metal & concrete products		301,910		168,885
Other building products & services		462,240		209,029
Net sales	$	4,173,775	$	1,787,021

Net sales from installation and construction services was less than 10% of the Company’s net sales for each period presented.

The timing of revenue recognition, billings and cash collections results in accounts receivable, unbilled receivables, contract assets and contract liabilities. Contract asset balances are included in accounts receivable on our consolidated balance sheet and were $179.6 million and $57.3 million as of March 31, 2021 and December 31, 2020, respectively. Contract liabilities consist of deferred revenue and customer advances and deposits. Contract liability balances are included in accrued liabilities on our consolidated balance sheet and were $121.2 million and $58.5 million as of March 31, 2021 and December 31, 2020, respectively. The increase in contract assets and liabilities during the three months ended March 31, 2021 was primarily related to contract assets and liabilities acquired in the BMC Merger.

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Net Income per Common Share

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Net Income per Common Share

4. Net Income per Common Share

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

The table below presents the calculation of basic and diluted EPS (in thousands, except per share amounts):  

	Three Months Ended March 31,
	2021		2020
Numerator:
Net income	$	172,580	$	8,767
Denominator:
Weighted average shares outstanding, basic		206,571		116,258
Dilutive effect of options and RSUs		2,053		1,236
Weighted average shares outstanding, diluted		208,624		117,494
Net income per share:
Basic	$	0.84	$	0.08
Diluted	$	0.83	$	0.07
Antidilutive and contingent options and RSUs excluded    from diluted EPS		78		217

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Property, Plant and Equipment

3 Months Ended

Mar. 31, 2021

Property Plant And Equipment [Abstract]

Property, Plant and Equipment

5. Property, Plant and Equipment

Property, plant and equipment consisted of the following:

	March 31, 2021		December 31, 2020
	(In thousands)
Land	$	330,701	$	206,321
Buildings and improvements		543,756		386,922
Machinery and equipment		812,919		517,543
Furniture, fixtures and computer equipment		124,427		102,309
Construction in progress		34,745		16,568
Finance lease right-of-use assets		7,934		43,256
Property, plant and equipment		1,854,482		1,272,919
Less: accumulated depreciation		556,726		523,789
Property, plant and equipment, net	$	1,297,756	$	749,130

Depreciation expense was $45.7 million and $23.7 million, of which $10.3 million and $5.0 million was included in cost of sales, for the three months ended March 31, 2021 and 2020, respectively.

Included in property, plant and equipment are certain assets held under other finance obligations. These assets are recorded at the present value of the lease payments and include land, buildings and equipment. Amortization charges associated with assets held under other finance obligations are included in depreciation expense.

The following balances held under other finance obligations are included on the accompanying consolidated balance sheets:

	March 31, 2021		December 31, 2020
	(In thousands)
Land	$	114,938	$	116,638
Buildings and improvements		126,110		131,390
Assets held under other finance obligations		241,048		248,028
Less: accumulated amortization		23,597		25,015
Assets held under other finance obligations, net	$	217,451	$	223,013

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Goodwill

3 Months Ended

Mar. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill

6. Goodwill

The following table sets forth the changes in the carrying amount of goodwill for the three months ended March 31, 2021 (in thousands):

Balance as of December 31, 2020 (1)	$	785,305
BMC Merger		1,751,604
Balance as of March 31, 2021 (1)	$	2,536,909

(1) Goodwill is presented net of accumulated impairment losses of $44.6 million.

In 2021, the change in the carrying amount of goodwill is attributable to the BMC Merger. As a result of the change in segments discussed in Note 1 to these condensed consolidated financial statements, the Company has determined that the reporting units used in the analysis of goodwill impairment should align with its three operating segments. As of March 31, 2021, no triggering events have occurred. The amount allocated to goodwill is attributable to the assembled workforce of BMC as well as expected growth from the expanded product and service offerings. The goodwill recognized from the BMC Merger will not be deductible for tax purposes.

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Intangible Assets

3 Months Ended

Mar. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Intangible Assets

7. Intangible Assets

The following table presents intangible assets as of:

	March 31, 2021					December 31, 2020
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
	(In thousands)
Customer relationships	$	1,532,135	$	(155,107	)	$	195,435	$	(94,690	)
Trade names		185,361		(65,766	)		52,061		(38,138	)
Subcontractor relationships		5,440		(2,397	)		5,440		(1,944	)
Non-compete agreements		3,719		(2,135	)		3,719		(2,001	)
Total intangible assets	$	1,726,655	$	(225,405	)	$	256,655	$	(136,773	)

In connection with the BMC Merger, we recorded intangible assets of $1,470.0 million, which includes $1,336.7 million of customer relationships and $133.3 million of trade names. The weighted average useful lives of the acquired intangible assets are 11.3 years in total, 11.4 years for customer relationships and 5.5 years for trade names, respectively.

During the three months ended March 31, 2021 and 2020, we recorded amortization expense in relation to the above-listed intangible assets of $88.6 million and $5.7 million, respectively.

The following table presents the estimated amortization expense for intangible assets for the years ending December 31 (in thousands):

2021 (from April 1, 2021)	$	257,017
2022		207,258
2023		180,421
2024		159,158
2025		140,181
Thereafter		557,215
Total future net intangible amortization expense	$	1,501,250

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Accrued Liabilities

3 Months Ended

Mar. 31, 2021

Payables And Accruals [Abstract]

Accrued Liabilities

8. Accrued Liabilities

Accrued liabilities consisted of the following (in thousands) as of:

	March 31, 2021		December 31, 2020
Accrued payroll and other employee related expenses	$	204,374	$	176,379
Contract liabilities		121,193		58,455
Accrued business taxes		91,982		46,717
Self-insurance reserves		73,814		38,642
Income taxes payable		70,216		12,236
Accrued interest		18,000		13,567
Accrued rebates payable		17,041		18,592
Other		32,304		20,948
Total accrued liabilities	$	628,924	$	385,536

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Long-Term Debt

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Long-Term Debt

9. Long-Term Debt

Long-term debt consisted of the following (in thousands) as of:

	March 31, 2021			December 31, 2020
2026 revolving credit facility (1)	$	225,000		$	75,000
2027 notes		695,000			777,500
2030 notes		550,000			550,000
Other finance obligations		211,167			216,072
Finance lease obligations		7,714			23,873
		1,688,881			1,642,445
Unamortized debt discount/premium and debt issuance costs		(16,638	)		(18,205	)
		1,672,243			1,624,240
Less: current maturities of long-term debt and lease obligations		14,134			27,335
Long-term debt, net of current maturities	$	1,658,109		$	1,596,905

(1) The weighted average interest rate was 2.7% and 3.8% as of March 31, 2021 and December 31, 2020, respectively.

2021 Debt Transactions

On January 29, 2021, the Company amended its revolving credit facility to increase the total commitments by an aggregate amount of $500.0 million resulting in a new $1.4 billion amended credit facility (the “2026 revolving credit facility”), and to extend the maturity date from November 2023 to January 2026. In connection with this amendment, we expensed approximately $1.0 million of unamortized debt issuance costs related to exiting lenders to interest expense in the accompanying condensed consolidated statement of operations during the three months ended March 31, 2021. Approximately $4.3 million of new debt issuance costs related to the amendment will be deferred through January 2026. The 2026 revolving credit facility is discussed in more detail below.

On March 3, 2021, pursuant to the optional call feature in the indenture governing our 6.75% senior secured notes due 2027 (the “2027 notes”), $82.5 million of 2027 notes were redeemed at a redemption price equal to 103% of the principal amount of the notes, plus accrued and unpaid interest. In connection with this redemption, we recognized a loss on extinguishment of $3.6 million, which was recorded to interest expense in the accompanying condensed consolidated statement of operations during the three months ended March 31, 2021. Of this loss, approximately $2.5 million was attributable to the payment of redemption premiums on the extinguished notes and $1.1 million was attributable to the write-off of unamortized net debt discount and debt issuance costs.

2026 Revolving Credit Facility

The 2026 revolving credit facility provides for a $1.4 billion revolving credit line to be used for working capital, general corporate purposes and funding capital expenditures and growth opportunities. In addition, we may use borrowings under the 2026 revolving credit facility to facilitate debt repayment and consolidation. The available borrowing capacity, or borrowing base, is derived from a percentage of the Company’s eligible receivables and inventory, as defined by the agreement, subject to certain reserves. As of March 31, 2021, we had $225.0 million in outstanding borrowings under our 2026 revolving credit facility and our net excess borrowing availability was $1.0 billion after being reduced by outstanding letters of credit of approximately $136.7 million.

Borrowings under the 2026 revolving credit facility bear interest, at our option, at either a eurodollar rate or a base rate, plus, in each case, an applicable margin. The applicable margin ranges from 1.50% to 2.00% per annum in the case of eurodollar rate loans and 0.50% to 1.00% per annum in the case of base rate loans. The margin in either case is based on a measure of availability under the 2026 revolving credit facility. A variable commitment fee, currently 0.375% per annum, is charged on the unused amount of the revolver based on quarterly average loan utilization. Letters of credit under the 2026 revolving credit facility are assessed at a rate equal to the applicable eurodollar margin, currently 1.50%, as well as a fronting fee at a rate of 0.125% per annum. These fees are payable quarterly in arrears at the end of March, June, September, and December.  

All obligations under the 2026 revolving credit facility are guaranteed jointly and severally by the Company and all other subsidiaries that guarantee the 2027 notes and our 5.00% unsecured senior notes due 2030 (the “2030 notes”). All obligations and the guarantees of those obligations are secured by substantially all of the assets of the Company and the guarantors subject to certain exceptions and permitted liens, including with respect to the 2026 revolving credit facility, a first-priority security interest in such assets that constitute ABL Collateral (as defined below) and a second-priority security interest in such assets that constitute Notes Collateral (as defined below).

“ABL Collateral” includes substantially all presently owned and after-acquired accounts receivable, inventory, rights of unpaid vendors with respect to inventory, deposit accounts, commodity accounts, securities accounts and lock boxes, investment property, cash and cash equivalents, and general intangibles, books and records, supporting obligations and documents and related letters of credit, commercial tort claims or other claims related to and proceeds of each of the foregoing. “Notes Collateral” includes all collateral that is not ABL Collateral.

The 2026 revolving credit facility contains restrictive covenants which, among other things, limit the Company’s ability to incur additional indebtedness, incur liens, engage in mergers or other fundamental changes, sell certain assets, pay dividends, make acquisitions or investments, prepay certain indebtedness, change the nature of our business, and engage in certain transactions with affiliates. In addition, the 2026 revolving credit facility also contains a financial covenant requiring the satisfaction of a minimum fixed charge ratio of 1.00 to 1.00 if our excess availability falls below the greater of $80.0 million or 10% of the maximum borrowing amount, which was $140.0 million as of March 31, 2021.

Fair Value

As of March 31, 2021 and December 31, 2020, the Company does not have any financial instruments that are measured at fair value on a recurring basis. We have elected to report the value of our 2027 notes, 2030 notes and 2026 revolving credit facility at amortized cost. The fair values of the 2027 notes and 2030 notes at March 31, 2021 were approximately $749.9 million and $576.3 million, respectively, and were determined using Level 2 inputs based on market prices. The carrying value of the 2026 revolving credit facility at March 31, 2021 approximates fair value as the rates are comparable to those at which we could currently borrow under similar terms, are variable and incorporate a measure of our credit risk. As such, the fair value of the 2026 revolving credit facility was also classified as Level 2 in the hierarchy.

We were not in violation of any covenants or restrictions imposed by any of our debt agreements at March 31, 2021.

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Leases and Other Finance Obligations

3 Months Ended

Mar. 31, 2021

Leases [Abstract]

Leases and Other Finance Obligations

10. Leases and Other Finance Obligations

Right-of-use assets and lease liabilities consisted of the following (in thousands) as of:

		March 31, 2021		December 31, 2020
Assets
Operating lease right-of-use assets, net	$	442,440	$	274,562
Finance lease right-of-use assets, net (included in property, plant and equipment, net)		7,073		34,905
Total right-of-use assets	$	449,513	$	309,467
Liabilities
Current
Current portion of operating lease liabilities	$	94,316	$	61,625
Current portion of finance lease liabilities (included in current maturities of long-term debt)		2,592		12,178
Noncurrent
Noncurrent portion of operating lease liabilities	$	356,549	$	219,239
Noncurrent portion of finance lease liabilities (included in long-term debt, net of current maturities)		5,122		11,695
Total lease liabilities	$	458,579	$	304,737

Total lease costs consisted of the following for the three months ended March 31 (in thousands):

		2021		2020
Operating lease costs (1)	$	32,289	$	21,672
Finance lease costs:
Amortization of finance lease right-of-use assets		959		1,613
Interest on finance lease liabilities		194		314
Variable lease costs		6,772		4,249
Total lease costs	$	40,214	$	27,848

(1) Includes short-term lease costs and sublease income which were not material for the three months ended March 31, 2021 and 2020.

Future maturities of lease liabilities as of March 31, 2021 were as follows (in thousands):

	Finance Leases			Operating Leases
2021 (from April 1, 2021)	$	2,386		$	87,378
2022		1,794			104,414
2023		1,569			86,915
2024		720			69,772
2025		510			48,139
Thereafter		1,572			140,525
Total lease payments		8,551			537,143
Less: amount representing interest		(837	)		(86,278	)
Present value of lease liabilities		7,714			450,865
Less: current portion		(2,592	)		(94,316	)
Long-term lease liabilities, net of current portion	$	5,122		$	356,549

Weighted average lease terms and discount rates as of March 31, 2021 and December 31, 2020 were as follows:

	March 31, 2021		December 31, 2020
Weighted average remaining lease term (years)
Operating leases	6.3		6.3
Finance leases	5.3		2.1
Weighted average discount rate
Operating leases	5.5	%	6.3	%
Finance leases	4.4	%	5.9	%

The following table presents cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31 (in thousands):

		2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	30,512	$	20,846
Operating cash flows from finance leases		194		314
Financing cash flows from finance leases		25,801		3,522

Residual value guarantees in our lease agreements are not material. Our lease agreements do not impose any significant restrictions or covenants on us. As of March 31, 2021, we do not have any material leases that have been signed, but have not yet commenced. Leases with related parties are not significant as of March 31, 2021 nor for the three months ended March 31, 2021 and 2020.

Other Finance Obligations

In addition to the operating and finance lease arrangements described above, the Company is party to 126 individual property lease agreements with a single lessor as of March 31, 2021. These lease agreements had initial terms ranging from nine to 15 years with renewal options in five-year increments providing for up to approximately 30-year total lease terms. A related agreement between the lessor and the Company gives the Company the right to acquire a limited number of the leased facilities at fair market value. These purchase rights represent a form of continuing involvement with these properties, which precluded sale-leaseback accounting. As a result, the Company treats all of the properties that it leases from this lessor as a financing arrangement.

We were deemed the owner of certain of our facilities during their construction period based on an evaluation made in accordance with the Leases topic of the Codification. Effectively, a sale and leaseback of these facilities occurred when construction was completed and the lease term began. These transactions did not qualify for sale-leaseback accounting. As a result, the Company treats the lease of these facilities as a financing arrangement.

As of March 31, 2021, other finance obligations consist of $211.2 million, with cash payments of $5.1 million for the three months ended March 31, 2021. These other finance obligations are included on the consolidated balance sheet as part of long-term debt. The related assets are recorded as components of property, plant, and equipment on the consolidated balance sheet.

Future minimum commitments for other finance obligations as of March 31, 2021 were as follows (in thousands):

2021 (from April 1, 2021)	$	12,867
2022		16,818
2023		16,818
2024		16,835
2025		16,836
Thereafter		174,300
Total	$	254,474

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Employee Stock-Based Compensation

3 Months Ended

Mar. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Employee Stock-Based Compensation

11. Employee Stock-Based Compensation

Time Based Restricted Stock Unit Grants

In the first quarter of 2021, our board of directors granted 266,000 restricted stock units (“RSUs”) to employees under our 2014 Incentive Plan for which vesting is based solely on continuous employment over the requisite service period. 229,000 of the RSUs vest at 33% per year at each anniversary of the grant date over the next three years and 37,000 of the RSUs vest at 50% per year at each anniversary of the grant date over the next two years. The weighted average grant date fair value for these RSUs was $46.17 per unit, which was based on the closing stock price on the respective grant dates.

Performance and Service Condition Based Restrictive Stock Unit Grants

In the first quarter of 2021, our board of directors granted 37,000 RSUs to employees under our 2014 Incentive Plan for which vesting is based on the Company’s achievement of certain performance targets over a two-year period (“performance condition”) as well as continued employment during the performance period. Assuming continued employment and if the performance vesting condition is achieved, the awards will vest on the second anniversary of the grant date. The actual number of shares of common stock that may be earned ranges from zero to 120% of the RSUs granted. The weighted average grant date fair value for these RSUs was $40.81 per unit, which was based on the closing stock price on the grant date.  

Performance, Market and Service Condition Based Restricted Stock Unit Grants

In the first quarter of 2021, our board of directors granted 186,000 RSUs to employees under our 2014 Incentive Plan, that cliff vest on the third anniversary of the grant date based on the Company’s level of achievement of performance goals relating to return on invested capital over a three-year period (“performance condition”) as well as continued employment during the performance period. The total number of shares of common stock that may be earned from the performance condition ranges from zero to 200% of the RSUs granted. The number of shares earned from the performance condition may be further increased by 10% or decreased by 10% based on the Company’s total shareholder return relative to a peer group during the performance period (“market condition”). The average grant date fair value for these RSUs, with consideration of the market condition, was $47.85 per unit, which was determined using the Monte Carlo simulation model using the following assumptions:

Expected volatility (company)	51.3%
Expected volatility (peer group median)	42.9%
Correlation between the Company and peer group median	0.6
Expected dividend yield	0.0%
Risk-free rate	0.3%

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

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Income Taxes

3 Months Ended

Mar. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

12. Income Taxes

A reconciliation of the statutory federal income tax rate to our effective rate for continuing operations is provided below:

	Three Months Ended March 31,
	2021			2020
Statutory federal income tax rate		21.0	%		21.0	%
State income taxes, net of federal income tax		1.7			2.2
Stock-based compensation windfall benefit		(1.9	)		(16.0	)
Permanent differences and other		(0.7	)		(4.4	)
		20.1	%		2.8	%

We base our estimate of deferred tax assets and liabilities on current tax laws and rates. In certain cases, we also base our estimate on business plan forecasts and other expectations about future outcomes. Changes in existing tax laws or rates could affect our actual tax results, and future business results may affect the amount of our deferred tax liabilities or the valuation of our deferred tax assets over time. Due to uncertainties in the estimation process, particularly with respect to changes in facts and circumstances in future reporting periods, as well as the residential homebuilding industry’s cyclicality and sensitivity to changes in economic conditions, it is possible that actual results could differ from the estimates used in previous analyses.  

Accounting for deferred taxes is based upon estimates of future results. Differences between the anticipated and actual outcomes of these future results could have a material impact on our consolidated results of operations or financial position.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

13. Commitments and Contingencies

As of March 31, 2021, we had outstanding letters of credit totaling $136.7 million under our 2026 revolving credit facility that principally support our self-insurance programs.

The Company has a number of known and threatened construction defect legal claims.  While these claims are generally covered under the Company’s existing insurance programs to the extent any loss exceeds the deductible, there is a reasonable possibility of loss that is not able to be estimated at this time because (i) many of the proceedings are in the discovery stage, (ii) the outcome of future litigation is uncertain, and/or (iii) the complex nature of the claims.  Although the Company cannot estimate a reasonable range of loss based on currently available information, the resolution of these matters could have a material adverse effect on the Company's financial position, results of operations or cash flows.

In addition, we are involved in various other claims and lawsuits incidental to the conduct of our business in the ordinary course. We carry insurance coverage in such amounts in excess of our self-insured retention as we believe to be reasonable under the circumstances and that may or may not cover any or all of our liabilities in respect of such claims and lawsuits. Although the ultimate disposition of these other proceedings cannot be predicted with certainty, management believes the outcome of any such claims that are pending or threatened, either individually or on a combined basis, will not have a material adverse effect on our consolidated financial position, cash flows or results of operations.  However, there can be no assurances that future adverse judgments and costs would not be material to our results of operations or liquidity for a particular period.

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Related Party Transactions

3 Months Ended

Mar. 31, 2021

Related Party Transactions [Abstract]

Related Party Transactions

14. Related Party Transactions

Certain members of the Company’s board of directors also serve on the board of directors for one of our suppliers, PGT, Inc.  In addition, a member of the Company’s board of directors is an executive officer of one of our customers, Ashton Woods USA, L.L.C. Further, the Company has entered into certain leases of land and buildings with certain employees or non-affiliate stockholders. Activity associated with these related party transactions was not significant as of or for the three months ended March 31, 2021 or 2020.

Transactions between the Company and other related parties occur in the ordinary course of business. However, the Company carefully monitors and assesses related party relationships. Management does not believe that any of these transactions with related parties had a material impact on the Company’s results for the three months ended March 31, 2021 or 2020.

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Subsequent Events

3 Months Ended

Mar. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

15. Subsequent Events

On May 3, 2021, we acquired certain assets and the operations of John’s Lumber and Hardware Co. (“John’s Lumber”) for $24.9 million in cash, subject to certain adjustments. Located in the Detroit, Michigan metropolitan area, John’s Lumber is a supplier and installer of windows, doors, molding, trim, siding and decking. This acquisition was funded with a combination of cash on hand and borrowings under our 2026 revolving credit facility.

The accounting for this acquisition has not been completed at the date of this filing given the proximity to the acquisition date. The acquisition will be accounted for by the acquisition method, and accordingly the results of operations will be included in the Company’s consolidated financial statements from the acquisition date. The purchase price will be allocated to the net assets acquired based on estimated fair values at the acquisition date, with the excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill.

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Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Segments

Segments

We offer an integrated solution to our customers by providing manufacturing, supply, and installation of a full range of structural and related building products directly to homebuilder customers. We manufacture floor trusses, roof trusses, wall panels, stairs, millwork, windows, and doors. We also provide a full range of construction services. These product and service offerings are distributed across our approximately 550 locations operating in 40 states across the United States. Following the merger with BMC Stock Holdings, Inc. on January 1, 2021, which is discussed in Note 2 to these condensed consolidated financial statements, the Company reorganized the structure of its internal organization.

Given the span and depth of our geographical reach, our locations are organized into three geographical divisions (East, Central, and West), which are also our operating segments.  Our operating divisions are organized on a geographical basis to facilitate a disaggregated management of the Company and to respond to the local needs of the customers in the markets we serve. All of our segments have similar customers, products and services, and distribution methods.

Due to these similarities, along with the similar economic profitability achieved across all our operating segments, we aggregate our three operating segments into one reportable segment. Centralized financial and operational oversight, including resource allocation and assessment of performance on an income (loss) from continuing operations before income taxes basis, is performed by our CEO, whom we have determined to be our chief operating decision maker (“CODM”).  

The accounting policies of our operating segments are consistent with the accounting policies described in the Notes to Consolidated Financial Statements included in our Form 10-K. Since the Company operates in one reportable segment, the primary measures reviewed by the CODM, including revenue, gross profit and income before income taxes, are shown in these condensed consolidated financial statements.

Business Combinations

Business Combinations

When they meet the requirements under ASC 805, Business Combinations, merger and acquisition transactions are accounted for using the acquisition method, and accordingly the results of operations of the acquiree are included in the Company’s consolidated financial statements from the acquisition date. The consideration transferred is allocated to the identifiable assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with any excess recorded as goodwill. Transaction-related costs are expensed in the period the costs are incurred. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill.

Comprehensive Income

Comprehensive Income

Comprehensive income is equal to the net income for all periods presented.

Reclassifications

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The purpose of ASU 2020-04 is to provide optional guidance for a period of time related to accounting for reference rate reform on financial reporting. It is intended to reduce the potential burden of reviewing contract modifications related to discontinued rates. The amendments and expedients in this update are effective as of March 12, 2020 through December 31, 2022 and may be elected by topic. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.

In December 2019, the FASB issued an update to existing guidance under the Income Taxes topic of the FASB Accounting Standards Codification (“Codification”). This updated guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles in the Income Taxes topic. This guidance is effective for public companies annual and interim periods beginning after December 15, 2020 with early adoption permitted. The adoption of this guidance did not have a material impact on our consolidated financial statements.

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Business Combination (Tables)

3 Months Ended

Mar. 31, 2021

Business Combinations [Abstract]

Schedule of Calculation of Consideration Transferred

The calculation of consideration transferred is as follows:

(In thousands, except ratios and per share amounts)	Amount
Number of BMC common shares outstanding		67,568
Exchange ratio for common shares outstanding per Merger Agreement		1.3125
Shares of BFS common stock issued for BMC outstanding common    stock		88,683
Number of BMC stock awards that vested as a result of the BMC    Merger		688
Exchange ratio for stock awards expected to vest per Merger    Agreement		1.3125
Shares of BFS common stock issued for BMC vested equity awards		903
Price per share of BFS common stock	$	40.81
Fair value of BFS common stock issued for BMC outstanding common    stock and vested equity awards	$	3,655,988
Fair value of modified BMC fully vested, unexercised options		2,374
Total consideration transferred	$	3,658,362

Summary of Aggregate Preliminary Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed for BMC (in thousands):

(In thousands)		Amount
Cash and cash equivalents	$	167,490
Accounts receivable		469,204
Other receivables		36,704
Inventories		460,146
Other current assets		32,891
Property, plant and equipment		555,170
Operating lease right-of-use assets		179,133
Goodwill		1,751,604
Intangible assets		1,470,000
Other assets		6,244
Total assets	$	5,128,586
Accounts payable	$	279,980
Accrued liabilities		246,119
Operating lease liabilities		180,650
Long-term debt		366,797
Deferred income taxes		349,971
Other long-term liabilities		46,707
Total liabilities	$	1,470,224
Total consideration transferred	$	3,658,362

Pro Forma Operating Results

The following table reflects the pro forma operating results for the Company which gives effect to the BMC Merger as if it had occurred on January 1, 2020.

	Three Months Ended March 31,
(In thousands)	2021		2020
Net sales	$	4,173,775	$	2,707,900
Net income (loss)		231,991		(86,675)

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Revenue (Tables)

3 Months Ended

Mar. 31, 2021

Revenue From Contract With Customer [Abstract]

Schedule of Sales by Product Category

The following table disaggregates our sales by product category (in thousands):

	Three Months Ended March 31,
	2021		2020
Lumber & lumber sheet goods	$	1,728,495	$	552,481
Manufactured products		816,133		354,457
Windows, doors & millwork		718,557		391,317
Gypsum, roofing & insulation		146,440		110,852
Siding, metal & concrete products		301,910		168,885
Other building products & services		462,240		209,029
Net sales	$	4,173,775	$	1,787,021

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Net Income per Common Share (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Summary of Calculation of Basic and Diluted EPS

The table below presents the calculation of basic and diluted EPS (in thousands, except per share amounts):  

	Three Months Ended March 31,
	2021		2020
Numerator:
Net income	$	172,580	$	8,767
Denominator:
Weighted average shares outstanding, basic		206,571		116,258
Dilutive effect of options and RSUs		2,053		1,236
Weighted average shares outstanding, diluted		208,624		117,494
Net income per share:
Basic	$	0.84	$	0.08
Diluted	$	0.83	$	0.07
Antidilutive and contingent options and RSUs excluded    from diluted EPS		78		217

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Property, Plant and Equipment (Tables)

3 Months Ended

Mar. 31, 2021

Property Plant And Equipment [Abstract]

Summary of Property, Plant and Equipment

Property, plant and equipment consisted of the following:

	March 31, 2021		December 31, 2020
	(In thousands)
Land	$	330,701	$	206,321
Buildings and improvements		543,756		386,922
Machinery and equipment		812,919		517,543
Furniture, fixtures and computer equipment		124,427		102,309
Construction in progress		34,745		16,568
Finance lease right-of-use assets		7,934		43,256
Property, plant and equipment		1,854,482		1,272,919
Less: accumulated depreciation		556,726		523,789
Property, plant and equipment, net	$	1,297,756	$	749,130

Schedule of Balances Held Under Other Finance Obligations

The following balances held under other finance obligations are included on the accompanying consolidated balance sheets:

	March 31, 2021		December 31, 2020
	(In thousands)
Land	$	114,938	$	116,638
Buildings and improvements		126,110		131,390
Assets held under other finance obligations		241,048		248,028
Less: accumulated amortization		23,597		25,015
Assets held under other finance obligations, net	$	217,451	$	223,013

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Goodwill (Tables)

3 Months Ended

Mar. 31, 2021

Text Block [Abstract]

Schedule of Change in Carrying Amount of Goodwill

The following table sets forth the changes in the carrying amount of goodwill for the three months ended March 31, 2021 (in thousands):

Balance as of December 31, 2020 (1)	$	785,305
BMC Merger		1,751,604
Balance as of March 31, 2021 (1)	$	2,536,909

(1) Goodwill is presented net of accumulated impairment losses of $44.6 million.

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Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Summary of Intangible Assets

The following table presents intangible assets as of:

	March 31, 2021					December 31, 2020
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
	(In thousands)
Customer relationships	$	1,532,135	$	(155,107	)	$	195,435	$	(94,690	)
Trade names		185,361		(65,766	)		52,061		(38,138	)
Subcontractor relationships		5,440		(2,397	)		5,440		(1,944	)
Non-compete agreements		3,719		(2,135	)		3,719		(2,001	)
Total intangible assets	$	1,726,655	$	(225,405	)	$	256,655	$	(136,773	)

Estimated Amortization Expense for Intangible Assets

The following table presents the estimated amortization expense for intangible assets for the years ending December 31 (in thousands):

2021 (from April 1, 2021)	$	257,017
2022		207,258
2023		180,421
2024		159,158
2025		140,181
Thereafter		557,215
Total future net intangible amortization expense	$	1,501,250

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Accrued Liabilities (Tables)

3 Months Ended

Mar. 31, 2021

Payables And Accruals [Abstract]

Summary of Accrued Liabilities

Accrued liabilities consisted of the following (in thousands) as of:

	March 31, 2021		December 31, 2020
Accrued payroll and other employee related expenses	$	204,374	$	176,379
Contract liabilities		121,193		58,455
Accrued business taxes		91,982		46,717
Self-insurance reserves		73,814		38,642
Income taxes payable		70,216		12,236
Accrued interest		18,000		13,567
Accrued rebates payable		17,041		18,592
Other		32,304		20,948
Total accrued liabilities	$	628,924	$	385,536

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Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Summary of Long-Term Debt

Long-term debt consisted of the following (in thousands) as of:

	March 31, 2021			December 31, 2020
2026 revolving credit facility (1)	$	225,000		$	75,000
2027 notes		695,000			777,500
2030 notes		550,000			550,000
Other finance obligations		211,167			216,072
Finance lease obligations		7,714			23,873
		1,688,881			1,642,445
Unamortized debt discount/premium and debt issuance costs		(16,638	)		(18,205	)
		1,672,243			1,624,240
Less: current maturities of long-term debt and lease obligations		14,134			27,335
Long-term debt, net of current maturities	$	1,658,109		$	1,596,905

(1) The weighted average interest rate was 2.7% and 3.8% as of March 31, 2021 and December 31, 2020, respectively.

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Leases and Other Finance Obligations (Table)

3 Months Ended

Mar. 31, 2021

Lessee Lease Description [Line Items]

Summary of Right-of-use Assets and Lease Liabilities

Right-of-use assets and lease liabilities consisted of the following (in thousands) as of:

		March 31, 2021		December 31, 2020
Assets
Operating lease right-of-use assets, net	$	442,440	$	274,562
Finance lease right-of-use assets, net (included in property, plant and equipment, net)		7,073		34,905
Total right-of-use assets	$	449,513	$	309,467
Liabilities
Current
Current portion of operating lease liabilities	$	94,316	$	61,625
Current portion of finance lease liabilities (included in current maturities of long-term debt)		2,592		12,178
Noncurrent
Noncurrent portion of operating lease liabilities	$	356,549	$	219,239
Noncurrent portion of finance lease liabilities (included in long-term debt, net of current maturities)		5,122		11,695
Total lease liabilities	$	458,579	$	304,737

Summary of Total Lease Costs

Total lease costs consisted of the following for the three months ended March 31 (in thousands):

		2021		2020
Operating lease costs (1)	$	32,289	$	21,672
Finance lease costs:
Amortization of finance lease right-of-use assets		959		1,613
Interest on finance lease liabilities		194		314
Variable lease costs		6,772		4,249
Total lease costs	$	40,214	$	27,848

(1) Includes short-term lease costs and sublease income which were not material for the three months ended March 31, 2021 and 2020.

Summary of Future Maturities of Lease Liabilities

Future maturities of lease liabilities as of March 31, 2021 were as follows (in thousands):

	Finance Leases			Operating Leases
2021 (from April 1, 2021)	$	2,386		$	87,378
2022		1,794			104,414
2023		1,569			86,915
2024		720			69,772
2025		510			48,139
Thereafter		1,572			140,525
Total lease payments		8,551			537,143
Less: amount representing interest		(837	)		(86,278	)
Present value of lease liabilities		7,714			450,865
Less: current portion		(2,592	)		(94,316	)
Long-term lease liabilities, net of current portion	$	5,122		$	356,549

Summary of Weighted Average Lease Terms and Discount Rates

Weighted average lease terms and discount rates as of March 31, 2021 and December 31, 2020 were as follows:

	March 31, 2021		December 31, 2020
Weighted average remaining lease term (years)
Operating leases	6.3		6.3
Finance leases	5.3		2.1
Weighted average discount rate
Operating leases	5.5	%	6.3	%
Finance leases	4.4	%	5.9	%

Summary of Cash paid for Amounts Included in Measurement of Lease Liabilities

The following table presents cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31 (in thousands):

		2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	30,512	$	20,846
Operating cash flows from finance leases		194		314
Financing cash flows from finance leases		25,801		3,522

Other Finance Obligations

Lessee Lease Description [Line Items]

Summary of Future Maturities of Other Finance Obligation

Future minimum commitments for other finance obligations as of March 31, 2021 were as follows (in thousands):

2021 (from April 1, 2021)	$	12,867
2022		16,818
2023		16,818
2024		16,835
2025		16,836
Thereafter		174,300
Total	$	254,474

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Employee Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2021

Performance Market and Service Condition Based Restricted Stock Unit Grants

Schedule of Share-based Payment Award, Restricted Stock Unit, Valuation Assumptions

The average grant date fair value for these RSUs, with consideration of the market condition, was $47.85 per unit, which was determined using the Monte Carlo simulation model using the following assumptions:

Expected volatility (company)	51.3%
Expected volatility (peer group median)	42.9%
Correlation between the Company and peer group median	0.6
Expected dividend yield	0.0%
Risk-free rate	0.3%

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Income Taxes (Tables)

3 Months Ended

Mar. 31, 2021

Income Tax Disclosure [Abstract]

Reconciliation of Statutory Federal Income Tax Rate to Our Effective Rate for Continuing Operations

A reconciliation of the statutory federal income tax rate to our effective rate for continuing operations is provided below:

	Three Months Ended March 31,
	2021			2020
Statutory federal income tax rate		21.0	%		21.0	%
State income taxes, net of federal income tax		1.7			2.2
Stock-based compensation windfall benefit		(1.9	)		(16.0	)
Permanent differences and other		(0.7	)		(4.4	)
		20.1	%		2.8	%

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Basis of Presentation - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021 Store States Region Segment
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Entity formed, year	1998
Number of Locations | Store	550
Number of states | States	40
Number of geographic regions | Region	3
Number of operating segments	3
Number of reportable segment	1

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Business Combination - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Jan. 01, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Net sales	$ 4,173,775	$ 1,787,021
Income before income taxes	$ 216,112	9,016
Common stock, shares issued	206,858			116,829
Common stock, shares outstanding	206,858			116,829
BMC Stock Holdings, Inc.
Business Acquisition [Line Items]
Common stock price per share			$ 40.81
Common stock, shares issued			88,683
Common stock, shares outstanding			67,568
Preliminary fair value of intangible assets acquired			$ 1,470,000
Transaction related expenses assumed	$ 57,700
BMC Stock Holdings, Inc. | Level 3 | Customer Relationships
Business Acquisition [Line Items]
Preliminary fair value of intangible assets acquired		$ 1,500,000
BMC Stock Holdings, Inc. | Merger Agreement
Business Acquisition [Line Items]
Merger agreement date	Aug. 26, 2020
Net sales	$ 1,400,000
Income before income taxes	42,800
Transaction related costs, incurred	17,600
Common stock price per share				$ 40.81
Common stock, shares issued				88,700
Common stock, shares outstanding				900
Long-term debt, assumed	$ 359,800

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Business Combination - Schedule of Calculation of Consideration Transferred (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	Jan. 01, 2021	Mar. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Common stock, shares outstanding		206,858	116,829
Common stock, shares issued		206,858	116,829
BMC Stock Holdings, Inc.
Business Acquisition [Line Items]
Common stock, shares outstanding	67,568
Exchange ratio for common shares outstanding per Merger Agreement	1.3125%
Common stock, shares issued	88,683
Number of BMC stock awards that vested as a result of the BMC Merger	688
Exchange ratio for stock awards expected to vest per Merger Agreement	1.3125%
Shares of BFS common stock issued for BMC vested equity awards	903
Common stock price per share	$ 40.81
Fair value of BFS common stock issued for BMC outstanding common stock and vested equity awards	$ 3,655,988
Fair value of modified BMC fully vested, unexercised options	2,374
Total consideration transferred	$ 3,658,362

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Business Combination - Summary of Aggregate Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands	Mar. 31, 2021	Jan. 01, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill	$ 2,536,909		$ 785,305
BMC Stock Holdings, Inc.
Business Acquisition [Line Items]
Cash and cash equivalents		$ 167,490
Accounts receivable		469,204
Other receivables		36,704
Inventories		460,146
Other current assets		32,891
Property, plant and equipment		555,170
Operating lease right-of-use assets		179,133
Goodwill		1,751,604
Intangible assets		1,470,000
Other assets		6,244
Total assets		5,128,586
Accounts payable		279,980
Accrued liabilities		246,119
Operating lease liabilities		180,650
Long-term debt		366,797
Deferred income taxes		349,971
Other long-term liabilities		46,707
Total liabilities		1,470,224
Total consideration transferred		$ 3,658,362

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Business Combination - Pro Forma Operating Results (Detail) - BMC Stock Holdings, Inc. - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Business Acquisition [Line Items]
Net sales	$ 4,173,775	$ 2,707,900
Net income (loss)	$ 231,991	$ (86,675)

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Revenue - Sales by Product Category (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Entity Wide Information Revenue From External Customer [Line Items]
Net sales	$ 4,173,775	$ 1,787,021
Lumber and Lumber Sheet Goods
Entity Wide Information Revenue From External Customer [Line Items]
Net sales	1,728,495	552,481
Manufactured Products
Entity Wide Information Revenue From External Customer [Line Items]
Net sales	816,133	354,457
Windows, Doors and Millwork
Entity Wide Information Revenue From External Customer [Line Items]
Net sales	718,557	391,317
Gypsum, Roofing and Insulation
Entity Wide Information Revenue From External Customer [Line Items]
Net sales	146,440	110,852
Siding, Metal and Concrete Products
Entity Wide Information Revenue From External Customer [Line Items]
Net sales	301,910	168,885
Other Building Products and Services
Entity Wide Information Revenue From External Customer [Line Items]
Net sales	$ 462,240	$ 209,029

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Revenue - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Disaggregation Of Revenue [Line Items]
Contract liability	$ 121,193	$ 58,455
Contract asset	$ 179,600	$ 57,300
Transferred over Time | Maximum
Disaggregation Of Revenue [Line Items]
Percentage of sales related to contracts with service	10.00%

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Net Income per Common Share - Summary of Calculation of Basic and Diluted EPS (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Numerator:
Net income	$ 172,580	$ 8,767
Denominator:
Weighted average shares outstanding, basic	206,571	116,258
Dilutive effect of options and RSUs	2,053	1,236
Weighted average shares outstanding, diluted	208,624	117,494
Net income per share:
Basic	$ 0.84	$ 0.08
Diluted	$ 0.83	$ 0.07
Antidilutive and contingent options and RSUs excluded from diluted EPS	78	217

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Property, Plant and Equipment - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Summary of Property, Plant and Equipment
Property, plant and equipment	$ 1,854,482	$ 1,272,919
Less: accumulated depreciation	556,726	523,789
Property, plant and equipment, net	1,297,756	749,130
Land
Summary of Property, Plant and Equipment
Property, plant and equipment	330,701	206,321
Buildings and Improvements
Summary of Property, Plant and Equipment
Property, plant and equipment	543,756	386,922
Machinery and Equipment
Summary of Property, Plant and Equipment
Property, plant and equipment	812,919	517,543
Furniture, Fixtures and Computer Equipment
Summary of Property, Plant and Equipment
Property, plant and equipment	124,427	102,309
Construction in Progress
Summary of Property, Plant and Equipment
Property, plant and equipment	34,745	16,568
Finance Lease Right-of-use Assets
Summary of Property, Plant and Equipment
Property, plant and equipment	$ 7,934	$ 43,256

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Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Property Plant And Equipment [Abstract]
Depreciation expense	$ 45.7	$ 23.7
Depreciation expense included in cost of goods	$ 10.3	$ 5.0

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Property, Plant and Equipment - Schedule of Balances Held Under Other Finance Obligations (Detail) - Other Finance Obligations - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Property Plant And Equipment [Line Items]
Assets held under other finance obligations	$ 241,048	$ 248,028
Less: accumulated amortization	23,597	25,015
Assets held under other finance obligations, net	217,451	223,013
Land
Property Plant And Equipment [Line Items]
Assets held under other finance obligations	114,938	116,638
Buildings and Improvements
Property Plant And Equipment [Line Items]
Assets held under other finance obligations	$ 126,110	$ 131,390

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Goodwill - Schedule of Change in Carrying Amount of Goodwill (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Goodwill [Line Items]
Balance as of December 31, 2020	$ 785,305
Balance as of March 31, 2021	2,536,909
BMC Merger
Goodwill [Line Items]
Acquisitions	$ 1,751,604

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Goodwill - Schedule of Change in Carrying Amount of Goodwill (Parenthetical) (Detail) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]
Accumulated impairment losses	$ 44.6	$ 44.6

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Goodwill - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021 Segment
Goodwill And Intangible Assets Disclosure [Abstract]
Number of operating segments	3

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Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,726,655	$ 256,655
Accumulated Amortization	(225,405)	(136,773)
Customer Relationships
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,532,135	195,435
Accumulated Amortization	(155,107)	(94,690)
Trade Names
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	185,361	52,061
Accumulated Amortization	(65,766)	(38,138)
Subcontractor Relationships
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	5,440	5,440
Accumulated Amortization	(2,397)	(1,944)
Non-compete Agreements
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,719	3,719
Accumulated Amortization	$ (2,135)	$ (2,001)

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Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Finite Lived Intangible Assets [Line Items]
Amortization Expenses	$ 88.6	$ 5.7
BMC Merger
Finite Lived Intangible Assets [Line Items]
Intangible assets in connection with acquisition	$ 1,470.0
Weighted average useful lives of the acquired intangible assets	11 years 3 months 18 days
BMC Merger | Customer Relationships
Finite Lived Intangible Assets [Line Items]
Intangible assets in connection with acquisition	$ 1,336.7
Weighted average useful lives of the acquired intangible assets	11 years 4 months 24 days
BMC Merger | Trade Names
Finite Lived Intangible Assets [Line Items]
Intangible assets in connection with acquisition	$ 133.3
Weighted average useful lives of the acquired intangible assets	5 years 6 months

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Intangible Assets - Estimated Amortization Expense for Intangible Assets (Detail) $ in Thousands	Mar. 31, 2021 USD ($)
Goodwill And Intangible Assets Disclosure [Abstract]
2021 (from April 1, 2021)	$ 257,017
2022	207,258
2023	180,421
2024	159,158
2025	140,181
Thereafter	557,215
Total future net intangible amortization expense	$ 1,501,250

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Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Summary of accrued liabilities
Accrued payroll and other employee related expenses	$ 204,374	$ 176,379
Contract liabilities	121,193	58,455
Accrued business taxes	91,982	46,717
Self-insurance reserves	73,814	38,642
Income taxes payable	70,216	12,236
Accrued interest	18,000	13,567
Accrued rebates payable	17,041	18,592
Other	32,304	20,948
Total accrued liabilities	$ 628,924	$ 385,536

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Long-Term Debt - Summary of Long-Term Debt (Detail) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Debt instrument carrying amount	$ 1,688,881	$ 1,642,445
Unamortized debt discount/premium and debt issuance costs	(16,638)	(18,205)
Long-term debt and capital lease obligation	1,672,243	1,624,240
Less: current maturities of long-term debt and lease obligations	14,134	27,335
Long-term debt, net of current maturities	1,658,109	1,596,905
2026 Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument carrying amount	225,000	75,000
2027 Notes
Debt Instrument [Line Items]
Debt instrument carrying amount	695,000	777,500
2030 Notes
Debt Instrument [Line Items]
Debt instrument carrying amount	550,000	550,000
Other Finance Obligations
Debt Instrument [Line Items]
Debt instrument carrying amount	211,167	216,072
Finance Lease Obligations
Debt Instrument [Line Items]
Debt instrument carrying amount	$ 7,714	$ 23,873

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Long-Term Debt - Summary of Long-Term Debt (Parenthetical) (Detail)	Mar. 31, 2021	Dec. 31, 2020
2026 Revolving Credit Facility
Debt Instrument [Line Items]
Weighted average interest rate	2.70%	3.80%

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Long-Term Debt - 2021 Debt Transactions - Additional Information (Detail) - USD ($)				3 Months Ended
	Mar. 03, 2021	Jan. 29, 2021	Jan. 28, 2021	Mar. 31, 2021
Debt Instrument [Line Items]
Debt issuance costs		$ 4,300
2026 Revolving Credit Facility
Debt Instrument [Line Items]
Increase in line of credit facility		500,000,000.0
Line of credit facility maximum borrowing capacity		$ 1,400,000,000		$ 1,400,000,000
Revolving credit facility due date		Jan. 31, 2026	Nov. 30, 2023
Unamortized debt discount and debt issuance costs				1,000,000.0
2027 Notes
Debt Instrument [Line Items]
Private offered aggregate principal amount rate	6.75%
Gain (loss) on extinguishment of debt				(3,600,000)
Gain (Loss) on repurchase of debt instrument				(2,500,000)
Write-off of unamortized net debt discount and debt issuance costs				$ 1,100,000
2027 Notes | Redemption Period on March 3, 2021, Pursuant to the Optional Call Feature in the Indenture
Debt Instrument [Line Items]
Debt instrument redeemed	$ 82,500,000
Debt Instrument Redemption Price Percentage	103.00%

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Long-Term Debt - 2026 Revolving Credit Facility - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2021	Jan. 29, 2021
Debt Instrument [Line Items]
Outstanding letters of credit	$ 136,700,000
2030 Notes
Debt Instrument [Line Items]
Private offered aggregate principal amount rate	5.00%
2026 Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility maximum borrowing capacity	$ 1,400,000,000	$ 1,400,000,000
Line of credit facility	225,000,000.0
Line of credit facility, remaining borrowing capacity	1,000,000,000.0
Outstanding letters of credit	$ 136,700,000
Line of credit commitment fee percentage	0.375%
Interest rates of outstanding letters of credit	1.50%
Fronting fee per annum	0.125%
Minimum fixed charge ratio	1.00
Debt instrument, covenant description	In addition, the 2026 revolving credit facility also contains a financial covenant requiring the satisfaction of a minimum fixed charge ratio of 1.00 to 1.00 if our excess availability falls below the greater of $80.0 million or 10% of the maximum borrowing amount, which was $140.0 million as of March 31, 2021.
Debt instrument minimum excess availability-dollars	$ 80,000,000.0
Debt instrument minimum excess availability-percentage	10.00%
Debt instrument covenant maximum borrowing capacity amount	$ 140,000,000.0
2026 Revolving Credit Facility | Eurodollar Rate | Minimum
Debt Instrument [Line Items]
Debt instrument applicable rate	1.50%
2026 Revolving Credit Facility | Eurodollar Rate | Maximum
Debt Instrument [Line Items]
Debt instrument applicable rate	2.00%
2026 Revolving Credit Facility | Base Rate | Minimum
Debt Instrument [Line Items]
Debt instrument applicable rate	0.50%
2026 Revolving Credit Facility | Base Rate | Maximum
Debt Instrument [Line Items]
Debt instrument applicable rate	1.00%

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Long-Term Debt - Fair Value - Additional Information (Detail) - Level 2 $ in Millions	Mar. 31, 2021 USD ($)
2027 Notes
Debt Instrument [Line Items]
Fair value of long term debt	$ 749.9
2030 Notes
Debt Instrument [Line Items]
Fair value of long term debt	$ 576.3

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Leases and Other Finance Obligations - Summary of Right-of-use Assets and Lease Liabilities (Detail) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Assets
Operating lease right-of-use assets, net	$ 442,440	$ 274,562
Finance lease right-of-use assets, net (included in property, plant and equipment, net)	7,073	34,905
Total right-of-use assets	449,513	309,467
Current
Current portion of operating lease liabilities	94,316	61,625
Current portion of finance lease liabilities (included in current maturities of long-term debt)	2,592	12,178
Noncurrent
Noncurrent portion of operating lease liabilities	356,549	219,239
Noncurrent portion of finance lease liabilities (included in long-term debt, net of current maturities)	5,122	11,695
Total lease liabilities	$ 458,579	$ 304,737

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Leases and Other Finance Obligations - Summary of Total Lease Costs (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Lease Cost [Abstract]
Operating lease costs	$ 32,289	$ 21,672
Amortization of finance lease right-of-use assets	959	1,613
Interest on finance lease liabilities	194	314
Variable lease costs	6,772	4,249
Total lease costs	$ 40,214	$ 27,848

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Leases and Other Finance Obligations - Summary of Future Maturities of Lease Liabilities (Detail) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Finance Leases
2021 (from April 1, 2021)	$ 2,386
2022	1,794
2023	1,569
2024	720
2025	510
Thereafter	1,572
Total lease payments	8,551
Less: amount representing interest	(837)
Present value of lease liabilities	7,714
Less: current portion	(2,592)	$ (12,178)
Long-term lease liabilities, net of current portion	5,122	11,695
Operating Leases
2021 (from April 1, 2021)	87,378
2022	104,414
2023	86,915
2024	69,772
2025	48,139
Thereafter	140,525
Total lease payments	537,143
Less: amount representing interest	(86,278)
Present value of lease liabilities	450,865
Less: current portion	(94,316)	(61,625)
Long-term lease liabilities, net of current portion	$ 356,549	$ 219,239

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Leases and Other Finance Obligations - Summary of Weighted Average Lease Terms and Discount Rates (Detail)	Mar. 31, 2021	Dec. 31, 2020
Weighted average remaining lease term (years)
Operating leases	6 years 3 months 18 days	6 years 3 months 18 days
Finance leases	5 years 3 months 18 days	2 years 1 month 6 days
Weighted average discount rate
Operating leases	5.50%	6.30%
Finance leases	4.40%	5.90%

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Leases and Other Finance Obligations - Summary of Cash paid for Amounts Included in Measurement of Lease Liabilities (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 30,512	$ 20,846
Operating cash flows from finance leases	194	314
Financing cash flows from finance leases	$ 25,801	$ 3,522

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Leases and Other Finance Obligations - Additional Information (Detail)	Mar. 31, 2021 USD ($)
Lessee Disclosure [Abstract]
Guarantees under lease of residual value	$ 0

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Leases and Other Finance Obligations - Other Finance Obligations - Additional Information (Detail) $ in Millions	3 Months Ended
	Mar. 31, 2021 USD ($) Property
Other Finance Obligations [Line Items]
Number of leased properties with single lessor | Property	126
Other finance obligation, renewal term	5 years
Total lease term	30 years
Master lease agreement description	Company is party to 126 individual property lease agreements with a single lessor as of March 31, 2021. These lease agreements had initial terms ranging from nine to 15 years with renewal options in five-year increments providing for up to approximately 30-year total lease terms.
Other finance obligations	$ 211.2
Payment of other finance obligation	$ 5.1
Minimum
Other Finance Obligations [Line Items]
Other finance obligation, term	9 years
Maximum
Other Finance Obligations [Line Items]
Other finance obligation, term	15 years

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Leases and Other Finance Obligations - Summary of Future Maturities of Other Finance Obligation (Detail) - Other Finance Obligations $ in Thousands	Mar. 31, 2021 USD ($)
Other Finance Obligations [Line Items]
2021 (from April 1, 2021)	$ 12,867
2022	16,818
2023	16,818
2024	16,835
2025	16,836
Thereafter	174,300
Total	$ 254,474

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Employee Stock-Based Compensation - Additional Information (Detail) - 2014 Incentive Plan	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Time Based Restricted Stock Unit Grants
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
RSUs Granted	266,000
Weighted average grant date fair value, granted | $ / shares	$ 46.17
Time Based Restricted Stock Unit Grants | Share Based Compensation Award Vesting Over Three Years
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
RSUs Granted	229,000
Stock award granted vesting period	3 years
Time Based Restricted Stock Unit Grants | Share Based Compensation Award Tranche One
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock award vesting percentage	33.00%
Time Based Restricted Stock Unit Grants | Share Based Compensation Award Tranche Two
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock award vesting percentage	33.00%
Time Based Restricted Stock Unit Grants | Share Based Compensation Award Tranche Three
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock award vesting percentage	33.00%
Time Based Restricted Stock Unit Grants | Share Based Compensation Award Vesting On Second Anniversary
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
RSUs Granted	37,000
Stock award vesting percentage	50.00%
Performance and Service Condition Based Restricted Stock Unit Grants
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
RSUs Granted	37,000
Stock award granted vesting period	2 years
Weighted average grant date fair value, granted | $ / shares	$ 40.81
Performance and Service Condition Based Restricted Stock Unit Grants | Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of number of shares of common stock earned	0.00%
Performance and Service Condition Based Restricted Stock Unit Grants | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of number of shares of common stock earned	120.00%
Performance Market and Service Condition Based Restricted Stock Unit Grants
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
RSUs Granted	186,000
Stock award granted vesting period	3 years
Weighted average grant date fair value, granted | $ / shares	$ 47.85
Increased percentage of number of shares of additional common stock earned	10.00%
Decreased percentage of number of shares of additional common stock earned	10.00%
Performance Market and Service Condition Based Restricted Stock Unit Grants | Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of number of shares of common stock earned	0.00%
Performance Market and Service Condition Based Restricted Stock Unit Grants | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of number of shares of common stock earned	200.00%

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Employee Stock-Based Compensation - Restricted Stock Unit Valuation (Detail) - Performance Market and Service Condition Based Restricted Stock Unit Grants	3 Months Ended
	Mar. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected volatility (company)	51.30%
Expected volatility (peer group median)	42.90%
Correlation between the Company and peer group median	0.6
Expected dividend yield	0.00%
Risk-free rate	0.30%

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Income Taxes - Reconciliation of Statutory Federal Income Tax Rate to Our Effective Rate for Continuing Operations (Detail)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21.00%	21.00%
State income taxes, net of federal income tax	1.70%	2.20%
Stock-based compensation windfall benefit	(1.90%)	(16.00%)
Permanent differences and other	(0.70%)	(4.40%)
Total effective rate for continuing operations	20.10%	2.80%

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Commitments and Contingencies - Additional Information (Detail) $ in Millions	Mar. 31, 2021 USD ($)
Commitments And Contingencies Disclosure [Abstract]
Outstanding letters of credit	$ 136.7

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Subsequent Events - Additional Information (Detail) $ in Millions	May 03, 2021 USD ($)
John’s Lumber and Hardware Co. | Subsequent Event
Subsequent Event [Line Items]
Cash consideration for certain assets acquired	$ 24.9