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BLDR Builders FirstSource Inc

197.19

8.45 (4.48%)

May 03 2024 - Closed

Delayed by 15 minutes

Form 10-Q - Quarterly report [Sections 13 or 15(d)]

li

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 September 30, 2023

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 001-40620

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.)

6031 Connection Drive, Suite 400
Irving, Texas		75039
(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	New York Stock Exchange

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		☐		Smaller 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 October 27, 2023, was 123,346,775.

BUILDERS FIRSTSOURCE, INC.

Index to Form 10-Q


				Page
		PART I — FINANCIAL INFORMATION		3
Item 1.		Financial Statements (Unaudited)		3
		Condensed Consolidated Statement of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2023 and 2022		3
		Condensed Consolidated Balance Sheet (Unaudited) as of September 30, 2023, and December 31, 2022		4
		Condensed Consolidated Statement of Cash Flows (Unaudited) for the Nine Months ended September 30, 2023 and 2022		5
		Condensed Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) for the Three and Nine Months Ended September 30, 2023 and 2022		6
		Notes to Condensed Consolidated Financial Statements (Unaudited)		7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		19
Item 4.		Controls and Procedures		19
		PART II — OTHER INFORMATION		21
Item 1.		Legal Proceedings		21
Item 1A.		Risk Factors		21
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 5.		Other Information		22
Item 6.		Exhibits		23

2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

BUILDERS FIRSTSOURCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)


		Three Months Ended September 30,								Nine Months Ended September 30,
(in thousands, except per share amounts)		2023				2022				2023				2022
Net sales		$	4,534,264			$	5,761,463			$	12,946,468			$	18,368,853
Cost of sales			2,953,162				3,746,731				8,399,020				12,109,601
Gross margin			1,581,102				2,014,732				4,547,448				6,259,252
Selling, general and administrative expenses			939,474				1,000,204				2,861,565				3,015,051
Income from operations			641,628				1,014,528				1,685,883				3,244,201
Interest expense, net			50,193				44,111				145,317				156,140
Income before income taxes			591,435				970,417				1,540,566				3,088,061
Income tax expense			139,978				232,410				350,704				723,205
Net income		$	451,457			$	738,007			$	1,189,862			$	2,364,856

Net income per share:
Basic		$	3.62			$	4.75			$	9.19			$	14.12
Diluted		$	3.59			$	4.72			$	9.10			$	13.98
Weighted average common shares:
Basic			124,577				155,309				129,521				167,522
Diluted			125,792				156,493				130,734				169,111

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

3

BUILDERS FIRSTSOURCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)


(in thousands, except per share amounts)		September 30, 2023				December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents		$	88,096			$	80,445
Accounts receivable, less allowances of $47,147 and $67,980, respectively			1,618,107				1,448,139
Other receivables			247,431				234,966
Inventories, net			1,331,512				1,426,196
Contract assets			187,987				183,700
Other current assets			100,974				124,201
Total current assets			3,574,107				3,497,647
Property, plant and equipment, net			1,763,153				1,567,631
Operating lease right-of-use assets, net			489,462				485,704
Goodwill			3,521,134				3,456,854
Intangible assets, net			1,348,779				1,550,944
Other assets, net			40,122				36,380
Total assets		$	10,736,757			$	10,595,160
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable		$	1,032,093			$	803,479
Accrued liabilities			711,905				739,009
Contract liabilities			180,576				193,178
Current portion of operating lease liabilities			98,211				100,758
Current maturities of long-term debt			3,897				6,355
Total current liabilities			2,026,682				1,842,779
Noncurrent portion of operating lease liabilities			416,864				404,463
Long-term debt, net of current maturities, discounts and issuance costs			3,395,349				2,977,842
Deferred income taxes			196,972				269,660
Other long-term liabilities			120,205				137,850
Total liabilities			6,156,072				5,632,594
Commitments and contingencies (Note 11)
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; 123,400 and 138,864 shares issued and outstanding at September 30, 2023, and December 31, 2022, respectively			1,234				1,389
Additional paid-in capital			4,261,107				4,257,667
Retained earnings			318,344				703,510
Total stockholders' equity			4,580,685				4,962,566
Total liabilities and stockholders' equity		$	10,736,757			$	10,595,160

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

4

BUILDERS FIRSTSOURCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)


		Nine Months Ended September 30,
(in thousands)		2023				2022
Cash flows from operating activities:
Net income		$	1,189,862			$	2,364,856
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			416,126				355,472
Deferred income taxes			(72,688	)			(57,183	)
Stock-based compensation expense			35,549				26,652
Other non-cash adjustments			(4,284	)			29,213
Changes in assets and liabilities, net of assets acquired and liabilities assumed:
Receivables			(178,955	)			(91,485	)
Inventories			115,575				(61,926	)
Contract assets			(4,287	)			(32,596	)
Other current assets			23,297				(2,982	)
Other assets and liabilities			(16,392	)			5,307
Accounts payable			230,576				(31,260	)
Accrued liabilities			(24,343	)			99,778
Contract liabilities			(14,863	)			24,020
Net cash provided by operating activities			1,695,173				2,627,866
Cash flows from investing activities:
Cash used for acquisitions			(142,906	)			(619,551	)
Purchases of property, plant and equipment			(376,596	)			(205,241	)
Proceeds from sale of property, plant and equipment			43,406				7,461
Net cash used in investing activities			(476,096	)			(817,331	)
Cash flows from financing activities:
Borrowings under revolving credit facility			4,025,000				5,267,000
Repayments under revolving credit facility			(3,607,000	)			(5,405,000	)
Proceeds from long-term debt and other loans			—				1,001,500
Repayments of long-term debt and other loans			(3,190	)			(615,082	)
Payments of debt extinguishment costs			—				(20,672	)
Payments of loan costs			(1,897	)			(16,797	)
Exercise of stock options			606				440
Repurchase of common stock			(1,624,945	)			(1,979,545	)
Net cash used in financing activities			(1,211,426	)			(1,768,156	)
Net change in cash and cash equivalents			7,651				42,379
Cash and cash equivalents at beginning of period			80,445				42,603
Cash and cash equivalents at end of period		$	88,096			$	84,982

Supplemental disclosures of cash flow information:
Cash paid for interest		$	150,404			$	138,034
Cash paid for income taxes			443,386				790,994
Supplemental disclosures of non-cash activities:
Non-cash or accrued consideration for acquisitions		$	13,750			$	9,985
Accrued purchases of property, plant and equipment			7,455				12,711
Right-of-use assets obtained in exchange for operating lease obligations			71,282				89,400
Amounts accrued related to repurchases of common stock			27,400				41,826

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

5

BUILDERS FIRSTSOURCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)


										Additional
		Common Stock								Paid-in				Retained
(in thousands)		Shares				Amount				Capital				Earnings				Total
Balance at December 31, 2021			179,820			$	1,798			$	4,260,670			$	540,013			$	4,802,481
Vesting of restricted stock units			1,018				11				(11	)		—					—
Stock-based compensation expense		—				—					8,840			—					8,840
Repurchase of common stock (1)			(3,593	)			(36	)			—				(285,915	)			(285,951	)
Exercise of stock options			42				—				421			—					421
Shares withheld for restricted stock units vested			(401	)			(4	)			(29,380	)		—					(29,384	)
Net income		—				—				—					639,640				639,640
Balance at March 31, 2022			176,886				1,769				4,240,540				893,738				5,136,047
Vesting of restricted stock units			300				3				(3	)		—					—
Stock-based compensation expense		—				—					9,316			—					9,316
Repurchase of common stock (1)			(16,871	)			(169	)		—					(990,570	)			(990,739	)
Exercise of stock options			1				—				13			—					13
Shares withheld for restricted stock units vested			(90	)			(1	)			(5,492	)		—					(5,493	)
Net income		—				—				—					987,209				987,209
Balance at June 30, 2022			160,226				1,602				4,244,374				890,377				5,136,353
Vesting of restricted stock units			6				—				—				—				—
Stock-based compensation expense			—				—				8,496				—				8,496
Repurchase of common stock (1)			(11,238	)			(112	)			—				(658,122	)			(658,234	)
Exercise of stock options			1				—				6				—				6
Shares withheld for restricted stock units vested			(1	)			—				(25	)			—				(25	)
Net income			—				—				—				738,007				738,007
Balance at September 30, 2022			148,994			$	1,490			$	4,252,851			$	970,262			$	5,224,603

Balance at December 31, 2022			138,864			$	1,389			$	4,257,667			$	703,510			$	4,962,566
Vesting of restricted stock units			687				7				(7	)		—					—
Stock-based compensation expense		—				—					11,026			—					11,026
Repurchase of common stock (1)			(7,546	)			(75	)			—				(627,533	)			(627,608	)
Exercise of stock options			38				—				315			—					315
Shares withheld for restricted stock units vested			(276	)			(3	)			(22,850	)		—					(22,853	)
Net income		—				—				—					333,786				333,786
Balance at March 31, 2023			131,767				1,318				4,246,151				409,763				4,657,232
Vesting of restricted stock units			319				3				(3	)			—				—
Stock-based compensation expense			—				—				12,395				—				12,395
Repurchase of common stock (1)			(6,970	)			(70	)			—				(722,625	)			(722,695	)
Exercise of stock options			16				—				157				—				157
Shares withheld for restricted stock units vested			(100	)			(1	)			(9,647	)			—				(9,648	)
Net income			—				—				—				404,619				404,619
Balance at June 30, 2023			125,032				1,250				4,249,053				91,757				4,342,060
Vesting of restricted stock units			6				—				—				—				—
Stock-based compensation expense			—				—				12,128				—				12,128
Repurchase of common stock (1)			(1,651	)			(16	)			—				(224,870	)			(224,886	)
Exercise of stock options			14				—				134				—				134
Shares withheld for restricted stock units vested			(1	)			—				(208	)			—				(208	)
Net income			—				—				—				451,457				451,457
Balance at September 30, 2023			123,400			$	1,234			$	4,261,107			$	318,344			$	4,580,685

1.

Pursuant to repurchase programs authorized by our board of directors, we repurchased and retired 1.7 million shares, 7.0 million shares, and 7.5 million shares of our common stock for $224.9 million, $722.7 million, and $627.6 million, inclusive of taxes and fees, at an average price of $136.22 per share, $103.68 per share, and $83.17 per share, during the three months ended September 30, 2023, June 30, 2023, and March 31, 2023, respectively. We repurchased and retired 11.2 million shares, 16.9 million shares, and 3.6 million shares of our common stock for $658.2 million, $990.7 million, and $286.0 million, inclusive of fees, at an average price of $58.57 per share, $58.72 per share, and $79.58 per share during the three months ended September 30, 2022, June 30, 2022, and March 31, 2022, respectively.

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

6

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 570 locations in 42 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, 2022, 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, 2022, 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, 2022, included in our most recent annual report on Form 10-K for fiscal year 2022 (“2022 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 2022 Form 10-K.

The accounting policies of our operating segments are consistent with the accounting policies described in the Notes to Consolidated Financial Statements included in our 2022 Form 10-K. Since the Company operates in one reportable segment, the primary measures reviewed by our CEO, whom we have determined to be our chief operating decision maker, including revenue, gross margin 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 net income for all periods presented.

Reclassifications

The prior periods’ amounts disclosed in Note 3 have been reclassified to conform to the current year presentation. These reclassifications had no impact on net income, total assets and liabilities, stockholders’ equity, or cash flows as previously reported.

Recent Accounting Pronouncements

The Company reviews new accounting standards as issued or updated. There were no recently issued standards or updates adopted in the period that had a material impact on these condensed consolidated financial statements.

7

2. Business Combinations

During the first nine months of the year, we acquired certain assets and the operations of Noltex Holdings, Inc. and its affiliates (“Noltex”), Builder’s Millwork Supply (“BMS”), JB Millworks (“JBM”), Church’s Lumber (“Church’s”) and Frank’s Cash and Carry (“FCC”) for a combined total of $156.7 million. Noltex manufactures trusses and provides building components to single- and multi-family customers, serving Texas markets in the Dallas-Fort Worth, San Antonio, Houston, Lubbock, and Midland areas. BMS and JBM manufacture and supply millwork and trim in the Anchorage, Alaska and Chattanooga, Tennessee areas, respectively. Church’s and FCC provide lumber and other building supplies in the broader Detroit, Michigan area and the Florida Panhandle, respectively.

The acquisitions were funded with a combination of cash on hand and borrowings under our $1.8 billion revolving credit facility due January 17, 2028 (the “Revolving Facility”). The transactions were 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 dates. The purchase price was allocated to the assets acquired and liabilities assumed based on estimated fair values at the acquisition dates, with the excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill.

The following table summarizes the aggregate fair values of the assets acquired and liabilities assumed for the acquisitions described above:


		Total
		(in thousands)
Accounts receivable		$	9,235
Inventories			24,154
Other current assets			70
Property, plant and equipment			11,744
Operating lease right-of-use assets			11,868
Finance lease right-of-use assets			528
Goodwill			64,280
Intangible assets			50,735
Other assets			126
Total assets		$	172,740

Accounts payable		$	727
Accrued liabilities			701
Contract liabilities			2,260
Operating lease liabilities			11,868
Finance lease liabilities			528
Total liabilities		$	16,084

Total purchase consideration			156,656
Less: accrued contingent consideration and purchase price adjustments			(13,750	)
Total cash consideration		$	142,906

3. Revenue

The following table disaggregates our sales by product category:


		Three Months Ended September 30,								Nine Months Ended September 30,
		2023				2022				2023				2022
		(in thousands)
Lumber & lumber sheet goods		$	1,150,540			$	1,817,249			$	3,081,264			$	6,989,691
Manufactured products			1,197,925				1,500,957				3,592,335				4,532,987
Windows, doors & millwork			1,102,087				1,292,822				3,242,710				3,537,000
Specialty building products & services			1,083,712				1,150,435				3,030,159				3,309,175
Net sales		$	4,534,264			$	5,761,463			$	12,946,468			$	18,368,853

8

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

The timing of revenue recognition, invoicing and cash collection results in accounts receivable, unbilled receivables, contract assets and contract liabilities. Contract assets include unbilled amounts when the revenue recognized exceeds the amount billed to the customer, and amounts representing a right to payment from previous performance that is conditional on something other than passage of time, such as retainage. Contract liabilities consist of customer advances and deposits, and deferred revenue.

Through September 30, 2023, and 2022, we recognized as revenue substantially all of the contract liabilities balances at December 31, 2022, and 2021, respectively.

4. Net Income per Common Share

Net income per common share (“EPS”) is calculated in accordance with the Earnings per Share topic of the FASB Accounting Standards 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:


		Three Months Ended September 30,								Nine Months Ended September 30,
		2023				2022				2023				2022
		(in thousands, except per share amounts)
Numerator:
Net income		$	451,457			$	738,007			$	1,189,862			$	2,364,856

Denominator:
Weighted average shares outstanding, basic			124,577				155,309				129,521				167,522
Dilutive effect of options and RSUs			1,215				1,184				1,213				1,589
Weighted average shares outstanding, diluted			125,792				156,493				130,734				169,111

Net income per share:
Basic		$	3.62			$	4.75			$	9.19			$	14.12
Diluted		$	3.59			$	4.72			$	9.10			$	13.98

Antidilutive and contingent RSUs excluded from diluted EPS			5				8				3				129

5. Goodwill

The following table sets forth the changes in the carrying amount of goodwill:


		(in thousands)
Balance as of December 31, 2022 (1)		$	3,456,854
Acquisitions			64,280
Balance as of September 30, 2023 (1)		$	3,521,134

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

In 2023, the change in the carrying amount of goodwill is attributable to the acquisitions completed during the year. As of September 30, 2023, no triggering events have occurred. The amount allocated to goodwill is attributable to the assembled workforce, synergies and expected growth from the expanded product and service offerings of acquisitions. The goodwill recognized from the current year acquisitions is expected to be deductible for tax purposes and will be amortizable ratably over a 15-year period for tax purposes.

9

6. Intangible Assets

The following table presents intangible assets as of:


		September 30, 2023								December 31, 2022
		Gross Carrying Amount				Accumulated Amortization				Gross Carrying Amount				Accumulated Amortization
		(in thousands)
Customer relationships		$	2,073,523			$	(835,594	)		$	2,029,955			$	(606,532	)
Trade names			64,500				(34,215	)			201,861				(164,797	)
Subcontractor relationships			—				—				5,440				(5,440	)
Non-compete agreements			13,050				(5,621	)			14,919				(5,685	)
Developed technology			95,600				(22,464	)			95,600				(14,377	)
Total intangible assets		$	2,246,673			$	(897,894	)		$	2,347,775			$	(796,831	)

In connection with the current year acquisitions, we recorded customer relationships intangible assets of $50.7 million. The weighted average useful life of the current year acquired intangible assets is 7.8 years. The fair value of acquired customer relationship intangible assets was primarily estimated by applying the multi-period excess earnings method, which involved the use of significant estimates and assumptions primarily related to forecasted revenue growth rates, gross margin, contributory asset charges, customer attrition rates, and market-participant discount rates. These measures are 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.

During the three and nine months ended September 30, 2023, we recorded amortization expense in relation to the above-listed intangible assets of $83.5 million and $252.9 million, respectively. During the three and nine months ended September 30, 2022, we recorded amortization expense in relation to the above-listed intangible assets of $76.7 million and $212.5 million, respectively. During 2023, we derecognized certain customer relationships, trade names, non-compete agreements, and subcontractor relationships assets as they were fully amortized, resulting in a decrease in the gross carrying amount of the intangible assets and the related accumulated amortization.

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


		(in thousands)
2023 (from October 1, 2023)		$	81,680
2024			276,740
2025			201,748
2026			174,530
2027			148,947
Thereafter			465,134
Total future net intangible amortization expense		$	1,348,779

7. Accrued Liabilities

Accrued liabilities consisted of the following as of:


		September 30, 2023				December 31, 2022
		(in thousands)
Accrued payroll and other employee related expenses		$	372,798			$	400,711
Self-insurance reserves			87,699				79,252
Accrued business taxes			86,985				77,438
Accrued contingent consideration & purchase price adjustments			46,028				5,699
Accrued rebates payable			28,170				51,714
Amounts accrued for repurchases of common stock			27,400				44,447
Accrued interest			24,965				34,327
Other			37,860				45,421
Total accrued liabilities		$	711,905			$	739,009

8. Long-Term Debt

Long-term debt consisted of the following as of:


		September 30, 2023				December 31, 2022
		(in thousands)
Revolving credit facility (1)		$	682,000			$	264,000
4.25% 2032 notes			1,300,000				1,300,000
6.375% 2032 notes			700,000				700,000
2030 notes			550,000				550,000
Other finance obligations			193,465				197,281
Finance lease obligations			2,807				4,105
			3,428,272				3,015,386
Unamortized debt discount/premium and debt issuance costs			(29,026	)			(31,189	)
			3,399,246				2,984,197
Less: current maturities of long-term debt			3,897				6,355
Long-term debt, net of current maturities, discounts and issuance costs		$	3,395,349			$	2,977,842

(1)

The weighted average interest rate was 6.9% and 3.7% as of September 30, 2023, and December 31, 2022, respectively.

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2023 Debt Transactions

On January 17, 2023, and April 3, 2023, the Company amended the Revolving Facility to extend the maturity of $1,620.0 million, and $180.0 million, respectively, of the total $1,800.0 million commitments to January 17, 2028. These amendments included additional interest pricing tiers for borrowings, which range from 1.10% to 1.60% in the case of loans using the Secured Overnight Financing Rate (“SOFR”), and 0.00% to 0.50% in the case of base rate loans. The letters of credit are assessed at a rate between 1.00% to 1.50% based on the average excess availability. In connection with these amendments, we expensed approximately $0.7 million of unamortized debt issuance costs related to exiting lenders to interest expense, and we incurred approximately $1.9 million of new debt issuance costs which, together with the previous unamortized debt issuance costs, have been deferred and amortized over the remaining contractual life.

The Revolving Facility and outstanding senior unsecured notes are discussed in more detail in our 2022 Form 10-K and in our quarterly report on Form 10-Q for the three months ended March 31, 2023.

Fair Value

As of September 30, 2023, and December 31, 2022, 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 5% senior unsecured notes due 2030 (the “2030 notes”), 4.25% senior unsecured notes due 2032 (the “4.25% 2032 notes”), 6.375% senior unsecured notes due 2032 (the “6.375% 2032 notes” and together with the 4.25% 2032 notes, the “2032 notes”), and Revolving Facility at amortized cost. The fair values of the 2030 notes, 4.25% 2032 notes, and 6.375% 2032 notes at September 30, 2023, were approximately $491.8 million, $1.1 billion, and $661.9 million, respectively, and were determined using Level 2 inputs based on market prices. The carrying value of the Revolving Facility at September 30, 2023, 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 Revolving 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 September 30, 2023.

9. Employee Stock-Based Compensation

Time Based Restricted Stock Unit Grants

In the first nine months of 2023, our board of directors granted 479,000 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. These grants vest over a service period between one and four years. The weighted average grant date fair value for these RSUs was $85.30 per unit, which was based on the closing stock price on the respective grant dates.

Performance, Market and Service Condition Based Restricted Stock Unit Grants

In the first nine months of 2023, our board of directors granted 161,000 RSUs to employees under our 2014 Incentive Plan, which 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”) and continued employment during the performance period (“service condition”). 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 $83.75 per unit, which was determined using the Monte Carlo simulation model, applying the following assumptions:


Expected volatility (company)	46.5%
Expected volatility (peer group median)	32.1%
Correlation between the Company and peer group median	0.5
Expected dividend yield	0.0%
Risk-free rate	3.8%

The expected volatilities and correlation are based on the historical daily returns of our common stock and the common stocks of the constituents of our 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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10. Income Taxes

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


	Three Months Ended September 30,								Nine Months Ended September 30,
	2023				2022				2023				2022
Statutory federal income tax rate		21.0	%			21.0	%			21.0	%			21.0	%
State income taxes, net of federal income tax		2.6				2.9				2.5				2.9
Stock-based compensation windfall benefit		(0.1	)			—				(1.0	)			(0.5	)
Permanent differences and other		0.2				—				0.3				—
		23.7	%			23.9	%			22.8	%			23.4	%

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. These differences could have a material impact on our consolidated results of operations or financial position.

11. Commitments and Contingencies

As of September 30, 2023, we had outstanding letters of credit totaling $70.3 million under our Revolving 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 materially affect 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 amounts in excess of our self-insured retention that 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 materially affect 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.

12. Related Party Transactions

A member of the Company’s board of directors was an executive officer of one of our customers, Ashton Woods USA, L.L.C., during 2022. Accounts receivable due from and net sales to Ashton Woods USA, L.L.C. were approximately 1% of our total accounts receivable and our total net sales, respectively, for the three and nine months ended September 30, 2022.

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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, 2022, included in our 2022 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.

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, industry and business outlook 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. 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; such risks or uncertainties include those related to the Company’s growth strategies, including acquisitions, organic growth and digital strategies, or the dependence of the Company’s revenues and operating results on, among other things, the homebuilding industry and, to a lesser extent, repair and remodel activity, which in each case is dependent on economic conditions, including inflation, interest rates, consumer confidence, labor and supply shortages, and also lumber and other commodity prices. 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 2022 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 570 locations in 42 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, along with a full complement of specialty building products. Our full range of construction-related services includes professional installation, turn-key framing and shell construction, and spans our product categories.

RECENT DEVELOPMENTS

Business Combinations

During the period, we completed the acquisitions of Noltex, BMS, JBM, Church’s and FCC for an aggregate purchase price of $156.7 million. These acquisitions further expand our market footprint and provide additional operations in our value-add product categories and our multi-family customer segment. These transactions are described in further detail in Note 2 to these condensed consolidated financial statements included in Item 1 of this quarterly report on Form 10-Q.

Company Shares Repurchases

During 2022, the Company’s board of directors approved share repurchase authorizations in the aggregate amount of $3.0 billion of its shares of common stock. In April 2023, the board of directors approved an additional share repurchase authorization in the amount of $1.0 billion. During the nine months ended September 30, 2023, the Company repurchased 16.2 million shares at a

14

weighted average price of $97.43 per share, for a total cost of approximately $1.6 billion, inclusive of fees and taxes. At September 30, 2023, the Company had $0.4 billion in authorized share repurchases remaining.

Debt Transactions

In the first and second quarter of 2023, the Company amended the Revolving Facility to extend the maturity to January 17, 2028, and to include additional pricing tiers for the applicable margin.

These transactions are described in Note 8 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 its notes, repay debt, repurchase shares of its common stock or otherwise enter into transactions regarding its capital structure.

CURRENT OPERATING CONDITIONS AND OUTLOOK

According to the U.S. Census Bureau, actual U.S. total housing starts were 0.4 million for the third quarter of 2023, a decrease of 6.2% compared to the third quarter of 2022. Actual U.S. single-family starts for the third quarter of 2023 were 0.3 million, an increase of 6.8% compared to the third quarter of 2022. A composite of third-party sources, including the National Association of Home Builders, are forecasting 1.4 million U.S. total housing starts and 0.9 million U.S single-family housing starts for 2023, which are projected decreases of 9.9% and 8.0%, respectively, from 2022. In addition, the Home Improvement Research Institute is forecasting sales in the professional repair and remodel end market to decrease approximately 5.0% in 2023 compared to 2022.

Our net sales for the third quarter of 2023 decreased 21.3% from the same period last year. The decrease was driven by a decrease in core organic sales of 13.5%, primarily in the single-family customer segment, with commodity price deflation accounting for 9.1%, and fewer selling days contributing another 1.6%, partially offset by sales growth from acquisitions of 2.9%. Our gross margin percentage of 34.9% in the third quarter of 2023 was comparable to the third quarter of 2022 of 35.0%. Our selling, general and administrative expenses, as a percentage of net sales, were 20.7% in the third quarter of 2023, a 3.3% increase from 17.4% in the third quarter of 2022, largely due to decreased cost leverage on lower sales.

We believe the long-term outlook for the housing industry is positive and that the housing industry remains underbuilt due to growth in the underlying demographics compared to historical new construction levels. While historically low existing homes for sale has provided some current resiliency for new home sales, rising interest rates and inflation have tempered near term demand as homes become less affordable for consumers, investors and builders. We believe we are well-positioned to take advantage of favorable long-term industry trends and to strategically increase our market share, both organically and through 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 cyclical nature of the homebuilding industry;

•

General economic conditions in the markets in which we compete;

•

The volatility of lumber prices;

•

The pricing policies of our competitors;

•

Disruptions in our supply chain;

•

The production schedules of our customers; and

•

The effects of weather.

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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.

RESULTS OF OPERATIONS

The following table sets forth the percentage relationship to net sales of certain costs, expenses and income items:


		Three Months Ended September 30,								Nine Months Ended September 30,
		2023				2022				2023				2022
Net sales			100.0	%			100.0	%			100.0	%			100.0	%
Cost of sales			65.1	%			65.0	%			64.9	%			65.9	%
Gross margin			34.9	%			35.0	%			35.1	%			34.1	%
Selling, general and administrative expenses			20.7	%			17.4	%			22.1	%			16.4	%
Income from operations			14.2	%			17.6	%			13.0	%			17.7	%
Interest expense, net			1.1	%			0.8	%			1.1	%			0.9	%
Income tax expense			3.1	%			4.0	%			2.7	%			3.9	%
Net income			10.0	%			12.8	%			9.2	%			12.9	%

Three Months Ended September 30, 2023 Compared with the Three Months Ended September 30, 2022

Net Sales. Net sales for the three months ended September 30, 2023, were $4.5 billion, a 21.3% decrease over net sales of $5.8 billion for the three months ended September 30, 2022. Core organic sales, primarily in the single-family customer segment, commodity price deflation, and fewer selling days decreased net sales by 13.5%, 9.1%, and 1.6%, respectively. These decreases were partially offset by increased net sales from acquisitions of 2.9%.

The following table shows net sales classified by product category:


	Three Months Ended September 30,
	2023								2022
	(in millions)
	Net Sales				% of Net Sales				Net Sales				% of Net Sales				% Change
Lumber & lumber sheet goods	$	1,150.5				25.4	%		$	1,817.2				31.5	%			(36.7	)%
Manufactured products		1,197.9				26.4	%			1,501.0				26.1	%			(20.2	)%
Windows, doors & millwork		1,102.1				24.3	%			1,292.8				22.4	%			(14.8	)%
Specialty building products & services		1,083.8				23.9	%			1,150.5				20.0	%			(5.8	)%
Net sales	$	4,534.3				100.0	%		$	5,761.5				100.0	%			(21.3	)%

We experienced decreased net sales in all of our product categories primarily due to a slow-down in single-family housing starts earlier in the year, resulting in a decline in core organic sales in the third quarter, and commodity deflation.

Gross Margin. Gross margin decreased $0.4 billion to $1.6 billion due to decreased sales. Our gross margin percentage was relatively flat from 35.0% in the third quarter of 2022, to 34.9% in the third quarter of 2023.

Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased by $60.7 million, or 6.1%, primarily due to decreased variable compensation as a result of decreased sales, partially offset by higher amortization expense and additional operating expenses from locations acquired within the last twelve months.

As a percentage of net sales, selling, general and administrative expenses increased to 20.7%, up from 17.4% in the third quarter of 2022. This increase was primarily due to decreased cost leverage on lower net sales during the period.

Interest Expense, Net. Interest expense was $50.2 million in the third quarter of 2023, an increase of $6.1 million from the third quarter of 2022. The increase was primarily due to higher debt balances and increased interest rates during the third quarter of 2023 compared to the third quarter of 2022.

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Income Tax Expense. We recorded income tax expense of $140.0 million and $232.4 million in the third quarters of 2023 and 2022, respectively. Our effective tax rate was 23.7% in the third quarter of 2023 and 23.9% in the third quarter of 2022. The decrease in the tax expense was primarily driven by a decrease in income before income taxes in the current period.

Nine Months ended September 30, 2023 Compared with the Nine Months ended September 30, 2022

Net Sales. Net sales for the nine months ended September 30, 2023, were $12.9 billion, a 29.5% decrease over net sales of $18.4 billion for the nine months ended September 30, 2022. Core organic sales, primarily in the single-family customer segment, and commodity price deflation decreased net sales by 21.0% and 12.6% respectively. These decreases were partially offset by increased net sales from acquisitions of 4.1%.

The following table shows net sales classified by product category:


	Nine Months Ended September 30,
	2023								2022
	(in millions)
	Net Sales				% of Net Sales				Net Sales				% of Net Sales				% Change
Lumber & lumber sheet goods	$	3,081.3				23.8	%		$	6,989.7				38.0	%			(55.9	)%
Manufactured products		3,592.3				27.7	%			4,533.0				24.7	%			(20.8	)%
Windows, doors & millwork		3,242.7				25.0	%			3,537.0				19.3	%			(8.3	)%
Specialty		3,030.2				23.5	%			3,309.2				18.0	%			(8.4	)%
Net sales	$	12,946.5				100.0	%		$	18,368.9				100.0	%			(29.5	)%

We experienced decreased net sales in all of our product categories primarily due to a slowing economy, a decline in core organic sales as a result of declining housing starts, and commodity deflation.

Gross Margin. Gross margin decreased $1.7 billion to $4.5 billion, and our gross margin percentage increased to 35.1% for the nine months ended September 30, 2023, from 34.1% in the nine months ended September 30, 2022, a 1.0% increase. This increase was driven by improved product mix toward our value-add products primarily due to recent strategic investments in value-add operations, including the current year benefit of commodity purchase timing in our multi-family segment and core organic margin normalization.

Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased $0.2 billion, or 5.1%. This decrease was primarily due to decreased variable compensation as a result of decreased sales, partially offset by higher amortization expense and additional operating expenses from locations acquired within the last twelve months.

As a percentage of net sales, selling, general and administrative expenses increased to 22.1% in the nine months ended September 30, 2023, from 16.4% in the nine months ended September 30, 2022, largely driven by decreased cost leverage on lower net sales during the period.

Interest Expense, Net. Interest expense was $145.3 million in the nine months ended September 30, 2023, a decrease of $10.8 million from the nine months ended September 30, 2022. Interest expense decreased primarily due to the loss on extinguishment of $27.4 million recognized during the first nine months of 2022, partially offset by higher balances and increased interest rates during the first nine months of 2023 compared to the first nine months of 2022.

Income Tax Expense. We recorded income tax expense of $350.7 million and $723.2 million for the nine months ended September 30, 2023, and 2022, respectively. The decrease in tax expense was driven by a decrease in income before income taxes in the current period. Our effective tax rate was 22.8% in the first nine months ended September 30, 2023, a decrease from 23.4% in the first nine months ended September 30, 2022, primarily related to a reduction in our blended state tax rate and an increase in our stock-based compensation windfall benefit, partially offset by permanent differences.

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 September 30, 2023, consist of cash on hand and borrowing availability under our Revolving Facility.

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Our Revolving Facility is primarily used for working capital, general corporate purposes and funding capital expenditures and growth opportunities. In addition, we may use borrowings under the Revolving Facility to facilitate debt repayment and consolidation and to fund share repurchases. Availability under the Revolving Facility is determined by a borrowing base. Our borrowing base consists of trade accounts receivable, inventory, other 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 as of:


		September 30, 2023				December 31, 2022
		(in millions)
Accounts receivable availability		$	996.4			$	841.1
Inventory availability			997.1				1,064.7
Other receivables availability			83.0				48.1
Gross availability			2,076.5				1,953.9
Less:
Agent reserves			(51.7	)			(64.7	)
Plus:
Cash in qualified accounts			5.8				10.9
Borrowing base			2,030.6				1,900.1
Aggregate revolving commitments			1,800.0				1,800.0
Maximum borrowing amount (lesser of borrowing base and aggregate revolving commitments)			1,800.0				1,800.0
Less:
Outstanding borrowings			(682.0	)			(264.0	)
Letters of credit			(70.3	)			(128.9	)
Net excess borrowing availability on revolving facility		$	1,047.7			$	1,407.1

As of September 30, 2023, we had $0.7 billion in outstanding borrowings under our Revolving Facility, and our net excess borrowing availability was $1.0 billion after being reduced by outstanding letters of credit totaling $70.3 million. Excess availability must equal or exceed a minimum specified amount, currently $180.0 million, or we are required to meet a fixed 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 September 30, 2023.

Liquidity

Our liquidity at September 30, 2023, was $1.1 billion, which consists of net borrowing availability under the Revolving 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.

If industry conditions deteriorate or if 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 provided by operating activities was $1.7 billion for the nine months ended September 30, 2023, compared to cash provided by operating activities of $2.6 billion for the nine months ended September 30, 2022. The decrease in cash provided by operating activities was largely the result of a decrease in net income in the first nine months of 2023.

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For the nine months ended September 30, 2023, the cash used for investing decreased $0.3 billion with $0.5 billion less cash used for acquisitions in the current year, offset by $0.2 billion more cash used for net purchases of property and equipment.

Cash used in financing activities was $1.2 billion for the nine months ended September 30, 2023, which consisted primarily of $1.6 billion in repurchases of common stock, offset by $0.4 billion net borrowings on the Revolving Facility. Cash used in financing activities was $1.8 billion for the nine months ended September 30, 2022, which consisted of $2.0 billion repurchases of common stock, the redemption of our 6.75% senior unsecured notes due 2027 for $0.6 billion and $0.1 billion in net payment under the Revolving Facility, offset by net proceeds from the issuance of $1.0 billion of 2032 notes.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Critical accounting policies are those that are both 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.

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.

Refer to Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2022 Form 10-K for a discussion of our critical accounting estimates and assumptions.

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 2030 notes and 2032 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 Revolving Facility bear interest at either a base rate or SOFR, plus, in each case, an applicable margin. A 1.0% increase in interest rates on the Revolving Facility would result in approximately $6.8 million in additional interest expense annually based on our $0.7 billion in outstanding borrowings as of September 30, 2023. The Revolving 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.

19

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 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, by 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 September 30, 2023, 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, 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.

20

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.

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 proceedings cannot be predicted with certainty, management believes the outcome of any such claims that are currently 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.

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 2022 Form 10-K, which could materially affect our business, financial condition or future results. The risks described in our 2022 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 2022 Form 10-K.

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

Company Stock Repurchases

The following table provides information with respect to the purchases of our common stock during the third quarter of fiscal year 2023:


Period		Total Number of Shares Purchased				Average Price Paid per Share (including fees)				Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)				Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (1)
July 1, 2023 — July 31, 2023			899			$	146.42				-			$	629,943,373
August 1, 2023 — August 31, 2023			699,775				140.94				699,200				532,371,256
September 1, 2023 — September 30, 2023			951,700				132.75				951,700				407,296,197
Total			1,652,374			$	136.22				1,650,900			$	407,296,197

(1)

During 2022, the Company’s board of directors approved share repurchase authorizations in the aggregate of $3.0 billion of its shares of common stock. In April 2023, the board of directors approved an additional share repurchase authorization in the amount of $1.0 billion.

In the third quarter of 2023, 1.7 million shares were repurchased and retired pursuant to share repurchase programs authorized by our board of directors. The remaining 1,474 shares presented in the table above represent stock tendered in order to meet tax withholding requirements for restricted stock units vested. Share repurchases under the program may be made through a variety of methods, which may include open market purchases, block trades, accelerated share repurchases, trading plans in accordance with Rule 10b-5 or Rule 10b-18 under the Exchange Act, or any combination of such methods. The program does not obligate the Company to acquire any particular amount of its common stock, and the share repurchase program may be suspended or discontinued at any time at the Company’s discretion.

21

Item 5. Other Information

None.

22

Item 6. Exhibits


Exhibit Number		Description

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 April 28, 2022, File Number 001-40620)

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 Dave Rush 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 Dave Rush 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 November 1, 2023 formatted in Inline eXtensible Business Reporting Language (“Inline XBRL”): (i) Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2023 and 2022, (ii) Condensed Consolidated Balance Sheet as of September 30, 2023 and December 31, 2022, (iii) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022, (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2023 and 2022 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 September 30, 2023, 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 Dave Rush, our Chief Executive Officer, and Peter M. Jackson, our Chief Financial Officer.

+ Indicates a management contract or compensatory plan or arrangement.

23

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/ DAVE RUSH
	Dave Rush
	President and Chief Executive Officer
	(Principal Executive Officer)

November 1, 2023


	/s/ PETER M. JACKSON
	Peter M. Jackson
	Executive Vice President and Chief Financial Officer (Principal Financial Officer)

November 1, 2023


	/s/ JAMI BECKMANN
	Jami Beckmann
	Senior Vice President and Chief Accounting Officer
	(Principal Accounting Officer)

November 1, 2023

24

Exhibit 31.1

Certification of Chief Executive Officer

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

I, Dave Rush, 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/ DAVE RUSH

Dave Rush

President and Chief Executive Officer

Date: November 1, 2023

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: November 1, 2023

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 September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Dave Rush, as President and 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/ DAVE RUSH

Dave Rush

President and Chief Executive Officer

/s/ PETER M. JACKSON

Peter M. Jackson

Executive Vice President and Chief Financial Officer

Date: November 1, 2023

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.

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2023	Oct. 27, 2023
Cover [Abstract]
Entity Registrant Name	BUILDERS FIRSTSOURCE, INC.
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Trading Symbol	BLDR
Security Exchange Name	NYSE
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		123,346,775
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	false
Entity File Number	001-40620
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	52-2084569
Entity Address, Address Line One	6031 Connection Drive
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75039
City Area Code	214
Local Phone Number	880-3500
Document Quarterly Report	true
Document Transition Report	false

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Net sales	$ 4,534,264	$ 5,761,463	$ 12,946,468	$ 18,368,853
Cost of sales	2,953,162	3,746,731	8,399,020	12,109,601
Gross margin	1,581,102	2,014,732	4,547,448	6,259,252
Selling, general and administrative expenses	939,474	1,000,204	2,861,565	3,015,051
Income from operations	641,628	1,014,528	1,685,883	3,244,201
Interest expense, net	50,193	44,111	145,317	156,140
Income before income taxes	591,435	970,417	1,540,566	3,088,061
Income tax expense	139,978	232,410	350,704	723,205
Net income	$ 451,457	$ 738,007	$ 1,189,862	$ 2,364,856
Net income per share:
Basic	$ 3.62	$ 4.75	$ 9.19	$ 14.12
Diluted	$ 3.59	$ 4.72	$ 9.10	$ 13.98
Weighted average common shares:
Basic	124,577	155,309	129,521	167,522
Diluted	125,792	156,493	130,734	169,111

CONDENSED CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 88,096	$ 80,445
Accounts receivable, less allowances of $47,147 and $67,980, respectively	1,618,107	1,448,139
Other receivables	247,431	234,966
Inventories, net	1,331,512	1,426,196
Contract assets	187,987	183,700
Other current assets	100,974	124,201
Total current assets	3,574,107	3,497,647
Property, plant and equipment, net	1,763,153	1,567,631
Operating lease right-of-use assets, net	489,462	485,704
Goodwill	3,521,134	3,456,854
Intangible assets, net	1,348,779	1,550,944
Other assets, net	40,122	36,380
Total assets	10,736,757	10,595,160
Current liabilities:
Accounts payable	1,032,093	803,479
Accrued liabilities	711,905	739,009
Contract liabilities	180,576	193,178
Current portion of operating lease liabilities	98,211	100,758
Current maturities of long-term debt	3,897	6,355
Total current liabilities	2,026,682	1,842,779
Noncurrent portion of operating lease liabilities	416,864	404,463
Long-term debt, net of current maturities, discounts and issuance costs	3,395,349	2,977,842
Deferred income taxes	196,972	269,660
Other long-term liabilities	120,205	137,850
Total liabilities	6,156,072	5,632,594
Commitments and contingencies (Note 11)
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; 123,400 and 138,864 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	1,234	1,389
Additional paid-in capital	4,261,107	4,257,667
Retained earnings	318,344	703,510
Total stockholders' equity	4,580,685	4,962,566
Total liabilities and stockholders' equity	$ 10,736,757	$ 10,595,160

CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Allowances on trade accounts receivable	$ 47,147	$ 67,980
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	123,400,000	138,864,000
Common stock, shares outstanding	123,400,000	138,864,000

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net income	$ 1,189,862	$ 2,364,856
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	416,126	355,472
Deferred income taxes	(72,688)	(57,183)
Stock-based compensation expense	35,549	26,652
Other non-cash adjustments	(4,284)	29,213
Changes in assets and liabilities, net of assets acquired and liabilities assumed:
Receivables	(178,955)	(91,485)
Inventories	115,575	(61,926)
Contract assets	(4,287)	(32,596)
Other current assets	23,297	(2,982)
Other assets and liabilities	(16,392)	5,307
Accounts payable	230,576	(31,260)
Accrued liabilities	(24,343)	99,778
Contract liabilities	(14,863)	24,020
Net cash provided by operating activities	1,695,173	2,627,866
Cash flows from investing activities:
Cash used for acquisitions	(142,906)	(619,551)
Purchases of property, plant and equipment	(376,596)	(205,241)
Proceeds from sale of property, plant and equipment	43,406	7,461
Net cash used in investing activities	(476,096)	(817,331)
Cash flows from financing activities:
Borrowings under revolving credit facility	4,025,000	5,267,000
Repayments under revolving credit facility	(3,607,000)	(5,405,000)
Proceeds from long-term debt and other loans		1,001,500
Repayments of long-term debt and other loans	(3,190)	(615,082)
Payments of debt extinguishment costs		(20,672)
Payments of loan costs	(1,897)	(16,797)
Exercise of stock options	606	440
Repurchase of common stock	(1,624,945)	(1,979,545)
Net cash (used in) provided by financing activities	(1,211,426)	(1,768,156)
Net change in cash and cash equivalents	7,651	42,379
Cash and cash equivalents at beginning of period	80,445	42,603
Cash and cash equivalents at end of period	88,096	84,982
Supplemental disclosures of cash flow information:
Cash paid for interest	150,404	138,034
Cash paid for income taxes	443,386	790,994
Supplemental disclosures of non-cash activities:
Non-cash or accrued consideration for acquisitions	13,750	9,985
Accrued purchases of property, plant and equipment	7,455	12,711
Right-of-use assets obtained in exchange for operating lease obligations	71,282	89,400
Amounts accrued related to repurchases of common stock	$ 27,400	$ 41,826

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, 2021

$ 4,802,481

$ 1,798

$ 4,260,670

$ 540,013

Balance, shares at Dec. 31, 2021

179,820

Vesting of restricted stock units

$ 11

(11)

Vesting of restricted stock units, shares

1,018

Stock-based compensation expense

8,840

8,840

Repurchase of common stock

^[1]

$ (285,951)

$ (36)

(285,915)

Repurchase of common stock, shares

(3,600)

(3,593)

^[1]

Exercise of stock options

$ 421

421

Exercise of stock options, shares

42

Shares withheld for restricted stock units vested

(29,384)

$ (4)

(29,380)

Shares withheld for restricted stock units vested, shares

(401)

Net Income (Loss)

639,640

639,640

Balance at Mar. 31, 2022

5,136,047

$ 1,769

4,240,540

893,738

Balance, shares at Mar. 31, 2022

176,886

Balance at Dec. 31, 2021

4,802,481

$ 1,798

4,260,670

540,013

Balance, shares at Dec. 31, 2021

179,820

Net Income (Loss)

2,364,856

Balance at Sep. 30, 2022

5,224,603

$ 1,490

4,252,851

970,262

Balance, shares at Sep. 30, 2022

148,994

Balance at Mar. 31, 2022

5,136,047

$ 1,769

4,240,540

893,738

Balance, shares at Mar. 31, 2022

176,886

Vesting of restricted stock units

$ 3

(3)

Vesting of restricted stock units, shares

300

Stock-based compensation expense

9,316

9,316

Repurchase of common stock

^[1]

$ (990,739)

$ (169)

(990,570)

Repurchase of common stock, shares

(16,900)

(16,871)

^[1]

Exercise of stock options

$ 13

13

Exercise of stock options, shares

1

Shares withheld for restricted stock units vested

(5,493)

$ (1)

(5,492)

Shares withheld for restricted stock units vested, shares

(90)

Net Income (Loss)

987,209

987,209

Balance at Jun. 30, 2022

5,136,353

$ 1,602

4,244,374

890,377

Balance, shares at Jun. 30, 2022

160,226

Vesting of restricted stock units, shares

6

Stock-based compensation expense

8,496

8,496

Repurchase of common stock

^[1]

$ (658,234)

$ (112)

(658,122)

Repurchase of common stock, shares

(11,200)

(11,238)

^[1]

Exercise of stock options

$ 6

6

Exercise of stock options, shares

1

Shares withheld for restricted stock units vested

(25)

(25)

Shares withheld for restricted stock units vested, shares

(1)

Net Income (Loss)

738,007

738,007

Balance at Sep. 30, 2022

5,224,603

$ 1,490

4,252,851

970,262

Balance, shares at Sep. 30, 2022

148,994

Balance at Dec. 31, 2022

$ 4,962,566

$ 1,389

4,257,667

703,510

Balance, shares at Dec. 31, 2022

138,864

138,864

Vesting of restricted stock units

$ 7

(7)

Vesting of restricted stock units, shares

687

Stock-based compensation expense

$ 11,026

11,026

Repurchase of common stock

^[1]

$ (627,608)

$ (75)

(627,533)

Repurchase of common stock, shares

(7,500)

(7,546)

^[1]

Exercise of stock options

$ 315

315

Exercise of stock options, shares

38

Shares withheld for restricted stock units vested

(22,853)

$ (3)

(22,850)

Shares withheld for restricted stock units vested, shares

(276)

Net Income (Loss)

333,786

333,786

Balance at Mar. 31, 2023

4,657,232

$ 1,318

4,246,151

409,763

Balance, shares at Mar. 31, 2023

131,767

Balance at Dec. 31, 2022

$ 4,962,566

$ 1,389

4,257,667

703,510

Balance, shares at Dec. 31, 2022

138,864

138,864

Net Income (Loss)

$ 1,189,862

Balance at Sep. 30, 2023

$ 4,580,685

$ 1,234

4,261,107

318,344

Balance, shares at Sep. 30, 2023

123,400

123,400

Balance at Mar. 31, 2023

$ 4,657,232

$ 1,318

4,246,151

409,763

Balance, shares at Mar. 31, 2023

131,767

Vesting of restricted stock units

$ 3

(3)

Vesting of restricted stock units, shares

319

Stock-based compensation expense

12,395

12,395

Repurchase of common stock

^[1]

$ (722,695)

$ (70)

(722,625)

Repurchase of common stock, shares

(7,000)

(6,970)

^[1]

Exercise of stock options

$ 157

157

Exercise of stock options, shares

16

Shares withheld for restricted stock units vested

(9,648)

$ (1)

(9,647)

Shares withheld for restricted stock units vested, shares

(100)

Net Income (Loss)

404,619

404,619

Balance at Jun. 30, 2023

4,342,060

$ 1,250

4,249,053

91,757

Balance, shares at Jun. 30, 2023

125,032

Vesting of restricted stock units, shares

6

Stock-based compensation expense

12,128

12,128

Repurchase of common stock

^[1]

$ (224,886)

$ (16)

(224,870)

Repurchase of common stock, shares

(1,700)

(1,651)

^[1]

Exercise of stock options

$ 134

134

Exercise of stock options, shares

14

Shares withheld for restricted stock units vested

(208)

(208)

Shares withheld for restricted stock units vested, shares

(1)

Net Income (Loss)

451,457

451,457

Balance at Sep. 30, 2023

$ 4,580,685

$ 1,234

$ 4,261,107

$ 318,344

Balance, shares at Sep. 30, 2023

123,400

123,400

[1]

Pursuant to repurchase programs authorized by our board of directors, we repurchased and retired 1.7 million shares, 7.0 million shares, and 7.5 million shares of our common stock for $224.9 million, $722.7 million, and $627.6 million, inclusive of taxes and fees, at an average price of $136.22 per share, $103.68 per share, and $83.17 per share, during the three months ended September 30, 2023, June 30, 2023, and March 31, 2023, respectively. We repurchased and retired 11.2 million shares, 16.9 million shares, and 3.6 million shares of our common stock for $658.2 million, $990.7 million, and $286.0 million, inclusive of fees, at an average price of $58.57 per share, $58.72 per share, and $79.58 per share during the three months ended September 30, 2022, June 30, 2022, and March 31, 2022, respectively.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($)
$ in Thousands, shares in Millions

3 Months Ended

Sep. 30, 2023

Jun. 30, 2023

Mar. 31, 2023

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Statement of Stockholders' Equity [Abstract]

Repurchased and retired common stock, shares

1.7

7.0

7.5

11.2

16.9

3.6

Repurchased and retired common stock

^[1]

$ 224,886

$ 722,695

$ 627,608

$ 658,234

$ 990,739

$ 285,951

Average price of common shares repurchased and retired

$ 136.22

$ 103.68

$ 83.17

$ 58.57

$ 58.72

$ 79.58

[1]

Pursuant to repurchase programs authorized by our board of directors, we repurchased and retired 1.7 million shares, 7.0 million shares, and 7.5 million shares of our common stock for $224.9 million, $722.7 million, and $627.6 million, inclusive of taxes and fees, at an average price of $136.22 per share, $103.68 per share, and $83.17 per share, during the three months ended September 30, 2023, June 30, 2023, and March 31, 2023, respectively. We repurchased and retired 11.2 million shares, 16.9 million shares, and 3.6 million shares of our common stock for $658.2 million, $990.7 million, and $286.0 million, inclusive of fees, at an average price of $58.57 per share, $58.72 per share, and $79.58 per share during the three months ended September 30, 2022, June 30, 2022, and March 31, 2022, respectively.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ 451,457	$ 404,619	$ 333,786	$ 738,007	$ 987,209	$ 639,640	$ 1,189,862	$ 2,364,856

Basis of Presentation

9 Months Ended

Sep. 30, 2023

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 570 locations in 42 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, 2022, 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, 2022, 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, 2022, included in our most recent annual report on Form 10-K for fiscal year 2022 (“2022 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 2022 Form 10-K.

The accounting policies of our operating segments are consistent with the accounting policies described in the Notes to Consolidated Financial Statements included in our 2022 Form 10-K. Since the Company operates in one reportable segment, the primary measures reviewed by our CEO, whom we have determined to be our chief operating decision maker, including revenue, gross margin 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 net income for all periods presented.

Reclassifications

The prior periods’ amounts disclosed in Note 3 have been reclassified to conform to the current year presentation. These reclassifications had no impact on net income, total assets and liabilities, stockholders’ equity, or cash flows as previously reported.

Recent Accounting Pronouncements

The Company reviews new accounting standards as issued or updated. There were no recently issued standards or updates adopted in the period that had a material impact on these condensed consolidated financial statements.

Business Combinations

9 Months Ended

Sep. 30, 2023

Business Combinations [Abstract]

Business Combinations

2. Business Combinations

During the first nine months of the year, we acquired certain assets and the operations of Noltex Holdings, Inc. and its affiliates (“Noltex”), Builder’s Millwork Supply (“BMS”), JB Millworks (“JBM”), Church’s Lumber (“Church’s”) and Frank’s Cash and Carry (“FCC”) for a combined total of $156.7 million. Noltex manufactures trusses and provides building components to single- and multi-family customers, serving Texas markets in the Dallas-Fort Worth, San Antonio, Houston, Lubbock, and Midland areas. BMS and JBM manufacture and supply millwork and trim in the Anchorage, Alaska and Chattanooga, Tennessee areas, respectively. Church’s and FCC provide lumber and other building supplies in the broader Detroit, Michigan area and the Florida Panhandle, respectively.

The acquisitions were funded with a combination of cash on hand and borrowings under our $1.8 billion revolving credit facility due January 17, 2028 (the “Revolving Facility”). The transactions were 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 dates. The purchase price was allocated to the assets acquired and liabilities assumed based on estimated fair values at the acquisition dates, with the excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill.

The following table summarizes the aggregate fair values of the assets acquired and liabilities assumed for the acquisitions described above:


		Total
		(in thousands)
Accounts receivable		$	9,235
Inventories			24,154
Other current assets			70
Property, plant and equipment			11,744
Operating lease right-of-use assets			11,868
Finance lease right-of-use assets			528
Goodwill			64,280
Intangible assets			50,735
Other assets			126
Total assets		$	172,740

Accounts payable		$	727
Accrued liabilities			701
Contract liabilities			2,260
Operating lease liabilities			11,868
Finance lease liabilities			528
Total liabilities		$	16,084

Total purchase consideration			156,656
Less: accrued contingent consideration and purchase price adjustments			(13,750	)
Total cash consideration		$	142,906

Revenue

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

3. Revenue

The following table disaggregates our sales by product category:


		Three Months Ended September 30,								Nine Months Ended September 30,
		2023				2022				2023				2022
		(in thousands)
Lumber & lumber sheet goods		$	1,150,540			$	1,817,249			$	3,081,264			$	6,989,691
Manufactured products			1,197,925				1,500,957				3,592,335				4,532,987
Windows, doors & millwork			1,102,087				1,292,822				3,242,710				3,537,000
Specialty building products & services			1,083,712				1,150,435				3,030,159				3,309,175
Net sales		$	4,534,264			$	5,761,463			$	12,946,468			$	18,368,853

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

The timing of revenue recognition, invoicing and cash collection results in accounts receivable, unbilled receivables, contract assets and contract liabilities. Contract assets include unbilled amounts when the revenue recognized exceeds the amount billed to the customer, and amounts representing a right to payment from previous performance that is conditional on something other than passage of time, such as retainage. Contract liabilities consist of customer advances and deposits, and deferred revenue.

Through September 30, 2023, and 2022, we recognized as revenue substantially all of the contract liabilities balances at December 31, 2022, and 2021, respectively.

Net Income per Common Share

9 Months Ended

Sep. 30, 2023

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 FASB Accounting Standards 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:


		Three Months Ended September 30,								Nine Months Ended September 30,
		2023				2022				2023				2022
		(in thousands, except per share amounts)
Numerator:
Net income		$	451,457			$	738,007			$	1,189,862			$	2,364,856

Denominator:
Weighted average shares outstanding, basic			124,577				155,309				129,521				167,522
Dilutive effect of options and RSUs			1,215				1,184				1,213				1,589
Weighted average shares outstanding, diluted			125,792				156,493				130,734				169,111

Net income per share:
Basic		$	3.62			$	4.75			$	9.19			$	14.12
Diluted		$	3.59			$	4.72			$	9.10			$	13.98

Antidilutive and contingent RSUs excluded from diluted EPS			5				8				3				129

Goodwill

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

5. Goodwill

The following table sets forth the changes in the carrying amount of goodwill:


		(in thousands)
Balance as of December 31, 2022 (1)		$	3,456,854
Acquisitions			64,280
Balance as of September 30, 2023 (1)		$	3,521,134

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

In 2023, the change in the carrying amount of goodwill is attributable to the acquisitions completed during the year. As of September 30, 2023, no triggering events have occurred. The amount allocated to goodwill is attributable to the assembled workforce, synergies and expected growth from the expanded product and service offerings of acquisitions. The goodwill recognized from the current year acquisitions is expected to be deductible for tax purposes and will be amortizable ratably over a 15-year period for tax purposes.

Intangible Assets

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

6. Intangible Assets

The following table presents intangible assets as of:


		September 30, 2023								December 31, 2022
		Gross Carrying Amount				Accumulated Amortization				Gross Carrying Amount				Accumulated Amortization
		(in thousands)
Customer relationships		$	2,073,523			$	(835,594	)		$	2,029,955			$	(606,532	)
Trade names			64,500				(34,215	)			201,861				(164,797	)
Subcontractor relationships			—				—				5,440				(5,440	)
Non-compete agreements			13,050				(5,621	)			14,919				(5,685	)
Developed technology			95,600				(22,464	)			95,600				(14,377	)
Total intangible assets		$	2,246,673			$	(897,894	)		$	2,347,775			$	(796,831	)

In connection with the current year acquisitions, we recorded customer relationships intangible assets of $50.7 million. The weighted average useful life of the current year acquired intangible assets is 7.8 years. The fair value of acquired customer relationship intangible assets was primarily estimated by applying the multi-period excess earnings method, which involved the use of significant estimates and assumptions primarily related to forecasted revenue growth rates, gross margin, contributory asset charges, customer attrition rates, and market-participant discount rates. These measures are 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.

During the three and nine months ended September 30, 2023, we recorded amortization expense in relation to the above-listed intangible assets of $83.5 million and $252.9 million, respectively. During the three and nine months ended September 30, 2022, we recorded amortization expense in relation to the above-listed intangible assets of $76.7 million and $212.5 million, respectively. During 2023, we derecognized certain customer relationships, trade names, non-compete agreements, and subcontractor relationships assets as they were fully amortized, resulting in a decrease in the gross carrying amount of the intangible assets and the related accumulated amortization.

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


		(in thousands)
2023 (from October 1, 2023)		$	81,680
2024			276,740
2025			201,748
2026			174,530
2027			148,947
Thereafter			465,134
Total future net intangible amortization expense		$	1,348,779

Accrued Liabilities

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Accrued Liabilities

7. Accrued Liabilities

Accrued liabilities consisted of the following as of:


		September 30, 2023				December 31, 2022
		(in thousands)
Accrued payroll and other employee related expenses		$	372,798			$	400,711
Self-insurance reserves			87,699				79,252
Accrued business taxes			86,985				77,438
Accrued contingent consideration & purchase price adjustments			46,028				5,699
Accrued rebates payable			28,170				51,714
Amounts accrued for repurchases of common stock			27,400				44,447
Accrued interest			24,965				34,327
Other			37,860				45,421
Total accrued liabilities		$	711,905			$	739,009

Long-Term Debt

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

8. Long-Term Debt

Long-term debt consisted of the following as of:


		September 30, 2023				December 31, 2022
		(in thousands)
Revolving credit facility (1)		$	682,000			$	264,000
4.25% 2032 notes			1,300,000				1,300,000
6.375% 2032 notes			700,000				700,000
2030 notes			550,000				550,000
Other finance obligations			193,465				197,281
Finance lease obligations			2,807				4,105
			3,428,272				3,015,386
Unamortized debt discount/premium and debt issuance costs			(29,026	)			(31,189	)
			3,399,246				2,984,197
Less: current maturities of long-term debt			3,897				6,355
Long-term debt, net of current maturities, discounts and issuance costs		$	3,395,349			$	2,977,842

(1)

The weighted average interest rate was 6.9% and 3.7% as of September 30, 2023, and December 31, 2022, respectively.

2023 Debt Transactions

On January 17, 2023, and April 3, 2023, the Company amended the Revolving Facility to extend the maturity of $1,620.0 million, and $180.0 million, respectively, of the total $1,800.0 million commitments to January 17, 2028. These amendments included additional interest pricing tiers for borrowings, which range from 1.10% to 1.60% in the case of loans using the Secured Overnight Financing Rate (“SOFR”), and 0.00% to 0.50% in the case of base rate loans. The letters of credit are assessed at a rate between 1.00% to 1.50% based on the average excess availability. In connection with these amendments, we expensed approximately $0.7 million of unamortized debt issuance costs related to exiting lenders to interest expense, and we incurred approximately $1.9 million of new debt issuance costs which, together with the previous unamortized debt issuance costs, have been deferred and amortized over the remaining contractual life.

The Revolving Facility and outstanding senior unsecured notes are discussed in more detail in our 2022 Form 10-K and in our quarterly report on Form 10-Q for the three months ended March 31, 2023.

Fair Value

As of September 30, 2023, and December 31, 2022, 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 5% senior unsecured notes due 2030 (the “2030 notes”), 4.25% senior unsecured notes due 2032 (the “4.25% 2032 notes”), 6.375% senior unsecured notes due 2032 (the “6.375% 2032 notes” and together with the 4.25% 2032 notes, the “2032 notes”), and Revolving Facility at amortized cost. The fair values of the 2030 notes, 4.25% 2032 notes, and 6.375% 2032 notes at September 30, 2023, were approximately $491.8 million, $1.1 billion, and $661.9 million, respectively, and were determined using Level 2 inputs based on market prices. The carrying value of the Revolving Facility at September 30, 2023, 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 Revolving 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 September 30, 2023.

Employee Stock-Based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Employee Stock-Based Compensation

9. Employee Stock-Based Compensation

Time Based Restricted Stock Unit Grants

In the first nine months of 2023, our board of directors granted 479,000 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. These grants vest over a service period between one and four years. The weighted average grant date fair value for these RSUs was $85.30 per unit, which was based on the closing stock price on the respective grant dates.

Performance, Market and Service Condition Based Restricted Stock Unit Grants

In the first nine months of 2023, our board of directors granted 161,000 RSUs to employees under our 2014 Incentive Plan, which 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”) and continued employment during the performance period (“service condition”). 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 $83.75 per unit, which was determined using the Monte Carlo simulation model, applying the following assumptions:


Expected volatility (company)	46.5%
Expected volatility (peer group median)	32.1%
Correlation between the Company and peer group median	0.5
Expected dividend yield	0.0%
Risk-free rate	3.8%

The expected volatilities and correlation are based on the historical daily returns of our common stock and the common stocks of the constituents of our 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.

Income Taxes

9 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

10. Income Taxes

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


	Three Months Ended September 30,								Nine Months Ended September 30,
	2023				2022				2023				2022
Statutory federal income tax rate		21.0	%			21.0	%			21.0	%			21.0	%
State income taxes, net of federal income tax		2.6				2.9				2.5				2.9
Stock-based compensation windfall benefit		(0.1	)			—				(1.0	)			(0.5	)
Permanent differences and other		0.2				—				0.3				—
		23.7	%			23.9	%			22.8	%			23.4	%

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. These differences could have a material impact on our consolidated results of operations or financial position.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

11. Commitments and Contingencies

As of September 30, 2023, we had outstanding letters of credit totaling $70.3 million under our Revolving 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 materially affect 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 amounts in excess of our self-insured retention that 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 materially affect 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.

Related Party Transactions

9 Months Ended

Sep. 30, 2023

Related Party Transactions [Abstract]

Related Party Transactions

12. Related Party Transactions

A member of the Company’s board of directors was an executive officer of one of our customers, Ashton Woods USA, L.L.C., during 2022. Accounts receivable due from and net sales to Ashton Woods USA, L.L.C. were approximately 1% of our total accounts receivable and our total net sales, respectively, for the three and nine months ended September 30, 2022.

Basis of Presentation (Policies)	9 Months Ended
Basis of Presentation (Policies)	Sep. 30, 2023
Accounting Policies [Abstract]
Segments	The accounting policies of our operating segments are consistent with the accounting policies described in the Notes to Consolidated Financial Statements included in our 2022 Form 10-K. Since the Company operates in one reportable segment, the primary measures reviewed by our CEO, whom we have determined to be our chief operating decision maker, including revenue, gross margin 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 net income for all periods presented.
Reclassifications	Reclassifications The prior periods’ amounts disclosed in Note 3 have been reclassified to conform to the current year presentation. These reclassifications had no impact on net income, total assets and liabilities, stockholders’ equity, or cash flows as previously reported.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company reviews new accounting standards as issued or updated. There were no recently issued standards or updates adopted in the period that had a material impact on these condensed consolidated financial statements.
Net Income per Common Share	Net income per common share (“EPS”) is calculated in accordance with the Earnings per Share topic of the FASB Accounting Standards 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.

Business Combinations (Tables)

9 Months Ended

Sep. 30, 2023

Business Combinations [Abstract]

Summary of Aggregate Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the aggregate fair values of the assets acquired and liabilities assumed for the acquisitions described above:


		Total
		(in thousands)
Accounts receivable		$	9,235
Inventories			24,154
Other current assets			70
Property, plant and equipment			11,744
Operating lease right-of-use assets			11,868
Finance lease right-of-use assets			528
Goodwill			64,280
Intangible assets			50,735
Other assets			126
Total assets		$	172,740

Accounts payable		$	727
Accrued liabilities			701
Contract liabilities			2,260
Operating lease liabilities			11,868
Finance lease liabilities			528
Total liabilities		$	16,084

Total purchase consideration			156,656
Less: accrued contingent consideration and purchase price adjustments			(13,750	)
Total cash consideration		$	142,906

Revenue (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Sales by Product Category

The following table disaggregates our sales by product category:


		Three Months Ended September 30,								Nine Months Ended September 30,
		2023				2022				2023				2022
		(in thousands)
Lumber & lumber sheet goods		$	1,150,540			$	1,817,249			$	3,081,264			$	6,989,691
Manufactured products			1,197,925				1,500,957				3,592,335				4,532,987
Windows, doors & millwork			1,102,087				1,292,822				3,242,710				3,537,000
Specialty building products & services			1,083,712				1,150,435				3,030,159				3,309,175
Net sales		$	4,534,264			$	5,761,463			$	12,946,468			$	18,368,853

Net Income per Common Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Summary of Calculation of Basic and Diluted EPS

The table below presents the calculation of basic and diluted EPS:


		Three Months Ended September 30,								Nine Months Ended September 30,
		2023				2022				2023				2022
		(in thousands, except per share amounts)
Numerator:
Net income		$	451,457			$	738,007			$	1,189,862			$	2,364,856

Denominator:
Weighted average shares outstanding, basic			124,577				155,309				129,521				167,522
Dilutive effect of options and RSUs			1,215				1,184				1,213				1,589
Weighted average shares outstanding, diluted			125,792				156,493				130,734				169,111

Net income per share:
Basic		$	3.62			$	4.75			$	9.19			$	14.12
Diluted		$	3.59			$	4.72			$	9.10			$	13.98

Antidilutive and contingent RSUs excluded from diluted EPS			5				8				3				129

Goodwill (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Change in Carrying Amount of Goodwill

The following table sets forth the changes in the carrying amount of goodwill:


		(in thousands)
Balance as of December 31, 2022 (1)		$	3,456,854
Acquisitions			64,280
Balance as of September 30, 2023 (1)		$	3,521,134

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

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Intangible Assets

The following table presents intangible assets as of:


		September 30, 2023								December 31, 2022
		Gross Carrying Amount				Accumulated Amortization				Gross Carrying Amount				Accumulated Amortization
		(in thousands)
Customer relationships		$	2,073,523			$	(835,594	)		$	2,029,955			$	(606,532	)
Trade names			64,500				(34,215	)			201,861				(164,797	)
Subcontractor relationships			—				—				5,440				(5,440	)
Non-compete agreements			13,050				(5,621	)			14,919				(5,685	)
Developed technology			95,600				(22,464	)			95,600				(14,377	)
Total intangible assets		$	2,246,673			$	(897,894	)		$	2,347,775			$	(796,831	)

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)
2023 (from October 1, 2023)		$	81,680
2024			276,740
2025			201,748
2026			174,530
2027			148,947
Thereafter			465,134
Total future net intangible amortization expense		$	1,348,779

Accrued Liabilities (Tables)

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Summary of Accrued Liabilities

Accrued liabilities consisted of the following as of:


		September 30, 2023				December 31, 2022
		(in thousands)
Accrued payroll and other employee related expenses		$	372,798			$	400,711
Self-insurance reserves			87,699				79,252
Accrued business taxes			86,985				77,438
Accrued contingent consideration & purchase price adjustments			46,028				5,699
Accrued rebates payable			28,170				51,714
Amounts accrued for repurchases of common stock			27,400				44,447
Accrued interest			24,965				34,327
Other			37,860				45,421
Total accrued liabilities		$	711,905			$	739,009

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Summary of Long-Term Debt

Long-term debt consisted of the following as of:


		September 30, 2023				December 31, 2022
		(in thousands)
Revolving credit facility (1)		$	682,000			$	264,000
4.25% 2032 notes			1,300,000				1,300,000
6.375% 2032 notes			700,000				700,000
2030 notes			550,000				550,000
Other finance obligations			193,465				197,281
Finance lease obligations			2,807				4,105
			3,428,272				3,015,386
Unamortized debt discount/premium and debt issuance costs			(29,026	)			(31,189	)
			3,399,246				2,984,197
Less: current maturities of long-term debt			3,897				6,355
Long-term debt, net of current maturities, discounts and issuance costs		$	3,395,349			$	2,977,842

(1)

The weighted average interest rate was 6.9% and 3.7% as of September 30, 2023, and December 31, 2022, respectively.

Employee Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

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 $83.75 per unit, which was determined using the Monte Carlo simulation model, applying the following assumptions:


Expected volatility (company)	46.5%
Expected volatility (peer group median)	32.1%
Correlation between the Company and peer group median	0.5
Expected dividend yield	0.0%
Risk-free rate	3.8%

Income Taxes (Tables)

9 Months Ended

Sep. 30, 2023

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 September 30,								Nine Months Ended September 30,
	2023				2022				2023				2022
Statutory federal income tax rate		21.0	%			21.0	%			21.0	%			21.0	%
State income taxes, net of federal income tax		2.6				2.9				2.5				2.9
Stock-based compensation windfall benefit		(0.1	)			—				(1.0	)			(0.5	)
Permanent differences and other		0.2				—				0.3				—
		23.7	%			23.9	%			22.8	%			23.4	%

Basis of Presentation - Additional Information (Detail)	9 Months Ended
Basis of Presentation - Additional Information (Detail)	Sep. 30, 2023 States Store
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Entity formed, year	1998
Number of Locations \| Store	570
Number of states \| States	42

Business Combinations - Additional Information (Detail) $ in Millions	9 Months Ended
	Sep. 30, 2023 USD ($)
Business Acquisition [Line Items]
Cash consideration for certain assets and operations acquired	$ 156.7
Revolving Credit Facility
Business Acquisition [Line Items]
Line of credit facility maximum borrowing capacity	$ 1,800.0

Business Combinations - Summary of Aggregate Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Business Acquisition [Line Items]
Goodwill	$ 3,521,134		$ 3,456,854
Total cash consideration	142,906	$ 619,551
Noltex, BMS, JBM, Church's, FCC
Business Acquisition [Line Items]
Accounts receivable	9,235
Inventories	24,154
Other current assets	70
Property, plant and equipment	11,744
Operating lease right-of-use assets	11,868
Finance lease right-of-use assets	528
Goodwill	64,280
Intangible assets	50,735
Other assets	126
Total assets	172,740
Accounts payable	727
Accrued liabilities	701
Contract liabilities	2,260
Operating lease liabilities	11,868
Finance lease liabilities	528
Total liabilities	16,084
Total purchase consideration	156,656
Less: accrued contingent consideration and purchase price adjustments	(13,750)
Total cash consideration	$ 142,906

Revenue - Sales by Product Category (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Entity Wide Information Revenue From External Customer [Line Items]
Net sales	$ 4,534,264	$ 5,761,463	$ 12,946,468	$ 18,368,853
Lumber and Lumber Sheet Goods
Entity Wide Information Revenue From External Customer [Line Items]
Net sales	1,150,540	1,817,249	3,081,264	6,989,691
Manufactured Products
Entity Wide Information Revenue From External Customer [Line Items]
Net sales	1,197,925	1,500,957	3,592,335	4,532,987
Windows, Doors and Millwork
Entity Wide Information Revenue From External Customer [Line Items]
Net sales	1,102,087	1,292,822	3,242,710	3,537,000
Specialty Building Products & Services
Entity Wide Information Revenue From External Customer [Line Items]
Net sales	$ 1,083,712	$ 1,150,435	$ 3,030,159	$ 3,309,175

Revenue - Additional Information (Detail)	9 Months Ended
Revenue - Additional Information (Detail)	Sep. 30, 2023
Transferred over Time \| Maximum
Disaggregation Of Revenue [Line Items]
Percentage of sales related to contracts with service	10.00%

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						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Net Income (Loss)	$ 451,457	$ 404,619	$ 333,786	$ 738,007	$ 987,209	$ 639,640	$ 1,189,862	$ 2,364,856
Denominator:
Weighted average shares outstanding, basic	124,577			155,309			129,521	167,522
Dilutive effect of options and RSUs	1,215			1,184			1,213	1,589
Weighted average shares outstanding, diluted	125,792			156,493			130,734	169,111
Net income per share:
Basic	$ 3.62			$ 4.75			$ 9.19	$ 14.12
Diluted	$ 3.59			$ 4.72			$ 9.10	$ 13.98
Antidilutive and contingent RSUs excluded from diluted EPS	5			8			3	129

Goodwill - Schedule of Change in Carrying Amount of Goodwill (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, Beginning Balance	$ 3,456,854
Acquisitions	64,280
Goodwill, Ending Balance	$ 3,521,134

Goodwill - Schedule of Change in Carrying Amount of Goodwill (Parenthetical) (Detail) $ in Millions	Sep. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Historical accumulated impairment losses	$ 44.6

Goodwill - Additional Information (Detail)	9 Months Ended
Goodwill - Additional Information (Detail)	Sep. 30, 2023
Goodwill [Line Items]
Goodwill amortization period	15 years

Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 2,246,673	$ 2,347,775
Accumulated Amortization	(897,894)	(796,831)
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,073,523	2,029,955
Accumulated Amortization	(835,594)	(606,532)
Trade Names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	64,500	201,861
Accumulated Amortization	(34,215)	(164,797)
Subcontractor Relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		5,440
Accumulated Amortization		(5,440)
Non-compete Agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	13,050	14,919
Accumulated Amortization	(5,621)	(5,685)
Developed Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	95,600	95,600
Accumulated Amortization	$ (22,464)	$ (14,377)

Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Finite-Lived Intangible Assets [Line Items]
Amortization expenses	$ 83.5	$ 76.7	$ 252.9	$ 212.5
Current Year Acquisitions
Finite-Lived Intangible Assets [Line Items]
Weighted average useful lives of the acquired intangible assets			7 years 9 months 18 days
Customer Relationships \| Current Year Acquisitions
Finite-Lived Intangible Assets [Line Items]
Intangible assets in connection with acquisition	$ 50.7		$ 50.7

Intangible Assets - Estimated Amortization Expense for Intangible Assets (Detail) $ in Thousands	Sep. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023 (from July 1, 2023)	$ 81,680
2024	276,740
2025	201,748
2026	174,530
2027	148,947
Thereafter	465,134
Total future net intangible amortization expense	$ 1,348,779

Accrued Liabilities (Detail) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Summary of accrued liabilities
Accrued payroll and other employee related expenses	$ 372,798	$ 400,711
Self-insurance reserves	87,699	79,252
Accrued business taxes	86,985	77,438
Accrued contingent consideration & purchase price adjustments	46,028	5,699
Accrued rebates payable	28,170	51,714
Amounts accrued for repurchases of common stock	27,400	44,447
Accrued interest	24,965	34,327
Other	37,860	45,421
Total accrued liabilities	$ 711,905	$ 739,009

Long-Term Debt - Summary of Long-Term Debt (Detail) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Debt instrument carrying amount	$ 3,428,272	$ 3,015,386
Unamortized debt discount/premium and debt issuance costs	(29,026)	(31,189)
Long-term debt and capital lease obligation	3,399,246	2,984,197
Less: current maturities of long-term debt	3,897	6,355
Long-term debt, net of current maturities, discounts and issuance costs	3,395,349	2,977,842
Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument carrying amount	682,000	264,000
4.25% 2032 notes
Debt Instrument [Line Items]
Debt instrument carrying amount	1,300,000	1,300,000
6.375% 2032 notes
Debt Instrument [Line Items]
Debt instrument carrying amount	700,000	700,000
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	193,465	197,281
Finance Lease Obligations
Debt Instrument [Line Items]
Debt instrument carrying amount	$ 2,807	$ 4,105

Long-Term Debt - Summary of Long-Term Debt (Parenthetical) (Detail)	Sep. 30, 2023	Dec. 31, 2022
4.25% 2032 notes
Debt Instrument [Line Items]
Weighted average interest rate	4.25%	4.25%
6.375% 2032 notes
Debt Instrument [Line Items]
Weighted average interest rate	6.375%	6.375%
2026 Revolving Credit Facility
Debt Instrument [Line Items]
Weighted average interest rate	6.90%	3.70%

Long-Term Debt - 2023 Debt Transactions (Additional Information) (Details) - USD ($) $ in Thousands		9 Months Ended
	Jan. 17, 2023	Sep. 30, 2023	Sep. 30, 2022	Apr. 03, 2023
Debt Instrument [Line Items]
Debt issuance costs		$ 1,897	$ 16,797
Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility maximum borrowing capacity		1,800,000
Debt issuance costs		$ 1,900
Unamortized debt issuance costs				$ 700
2028 Facility
Debt Instrument [Line Items]
Line of credit facility maximum borrowing capacity	$ 1,800,000
Revolving credit facility, commitments	$ 1,620,000			$ 180,000
Revolving credit facility due date	Jan. 17, 2028
Maximum \| 2028 Facility
Debt Instrument [Line Items]
Debt instrument applicable rate	0.50%
Maximum \| Letter of Credit
Debt Instrument [Line Items]
Debt instrument applicable rate	1.50%
Maximum \| SOFR \| 2028 Facility
Debt Instrument [Line Items]
Debt instrument applicable rate	1.60%
Minimum \| 2028 Facility
Debt Instrument [Line Items]
Debt instrument applicable rate	0.00%
Minimum \| Letter of Credit
Debt Instrument [Line Items]
Debt instrument applicable rate	1.00%
Minimum \| SOFR \| 2028 Facility
Debt Instrument [Line Items]
Debt instrument applicable rate	1.10%

Long-Term Debt - Fair Value - Additional Information (Detail) $ in Millions	Sep. 30, 2023 USD ($)
4.25% 2032 notes
Debt Instrument [Line Items]
Private offered aggregate principal amount rate	4.25%
4.25% 2032 notes \| Level 2
Debt Instrument [Line Items]
Fair value of long term debt	$ 1.1
6.375% 2032 notes
Debt Instrument [Line Items]
Private offered aggregate principal amount rate	6.375%
6.375% 2032 notes \| Level 2
Debt Instrument [Line Items]
Fair value of long term debt	$ 661.9
2030 Notes
Debt Instrument [Line Items]
Private offered aggregate principal amount rate	5.00%
2030 Notes \| Level 2
Debt Instrument [Line Items]
Fair value of long term debt	$ 491.8

Employee Stock-Based Compensation - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Time Based Restricted Stock Unit Grants
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
RSUs Granted \| shares	479,000
Weighted average grant date fair value, granted \| $ / shares	$ 85.3
Time Based Restricted Stock Unit Grants \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock award granted vested period	1 year
Time Based Restricted Stock Unit Grants \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock award granted vested period	4 years
Performance Market and Service Condition Based Restricted Stock Unit Grants \| 2014 Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
RSUs Granted \| shares	161,000
Stock award granted vested period	3 years
Weighted average grant date fair value, granted \| $ / shares	$ 83.75
Increased percentage of total number of shares of additional common stock earned	10.00%
Decreased percentage of total number of shares of additional common stock earned	10.00%
Performance Market and Service Condition Based Restricted Stock Unit Grants \| 2014 Incentive Plan \| 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 \| 2014 Incentive Plan \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of number of shares of common stock earned	200.00%

Employee Stock-Based Compensation - Restricted Stock Unit Valuation (Detail) - Performance Market and Service Condition Based Restricted Stock Unit Grants	9 Months Ended
	Sep. 30, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected volatility (company)	46.50%
Expected volatility (peer group median)	32.10%
Correlation between the Company and peer group median	0.5
Expected dividend yield	0.00%
Risk-free rate	3.80%

Income Taxes - Reconciliation of Statutory Federal Income Tax Rate to Our Effective Rate for Continuing Operations (Detail)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21.00%	21.00%	21.00%	21.00%
State income taxes, net of federal income tax	2.60%	2.90%	2.50%	2.90%
Stock-based compensation windfall benefit	(0.10%)		(1.00%)	(0.50%)
Permanent differences and other	0.20%		0.30%
Total effective rate for continuing operations	23.70%	23.90%	22.80%	23.40%

Commitments and Contingencies - Additional Information (Detail) $ in Millions	Sep. 30, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Outstanding letters of credit	$ 70.3

Related Party Transactions - Additional Information (Detail)	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Related Party Transactions [Abstract]
Percentage of accounts receivable due from and net sales	1.00%	1.00%

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