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Builders FirstSource Inc (BLDR)
Builders FirstSource Inc (BLDR) News

BLDR Builders FirstSource Inc

148.82

-0.21 (-0.14%)

24 Dec 2024 - Closed

Delayed by 15 minutes

Share Name	Share Symbol	Market	Type
Builders FirstSource Inc	NYSE:BLDR	NYSE	Common Stock

	Price Change	% Change	Share Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	-0.21	-0.14%	148.82	149.98	147.69	149.00	588,809	22:00:00

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

05/11/2024 9:02pm

Edgar (US Regulatory)

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, 2024

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 31, 2024, was 115,084,980.

BUILDERS FIRSTSOURCE, INC.

Index to Form 10-Q


				Page
		PART I — FINANCIAL INFORMATION		3
Item 1.		Financial Statements (Unaudited)		3
		Condensed Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2024 and 2023		3
		Condensed Consolidated Balance Sheets (Unaudited) as of September 30, 2024, and December 31, 2023		4
		Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months ended September 30, 2024 and 2023		5
		Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the Three and Nine Months Ended September 30, 2024 and 2023		6
		Notes to Condensed Consolidated Financial Statements (Unaudited)		7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		20
Item 4.		Controls and Procedures		20
		PART II — OTHER INFORMATION		22
Item 1.		Legal Proceedings		22
Item 1A.		Risk Factors		22
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		22
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 STATEMENTS OF OPERATIONS

(Unaudited)


		Three Months Ended September 30,								Nine Months Ended September 30,
(in thousands, except per share amounts)		2024				2023				2024				2023
Net sales		$	4,232,494			$	4,534,264			$	12,580,186			$	12,946,468
Cost of sales			2,846,161				2,953,162				8,431,315				8,399,020
Gross margin			1,386,333				1,581,102				4,148,871				4,547,448
Selling, general and administrative expenses			958,310				939,474				2,857,768				2,861,565
Income from operations			428,023				641,628				1,291,103				1,685,883
Interest expense, net			54,263				50,193				154,615				145,317
Income before income taxes			373,760				591,435				1,136,488				1,540,566
Income tax expense			88,977				139,978				248,834				350,704
Net income		$	284,783			$	451,457			$	887,654			$	1,189,862

Net income per share:
Basic		$	2.45			$	3.62			$	7.45			$	9.19
Diluted		$	2.44			$	3.59			$	7.39			$	9.10
Weighted average common shares:
Basic			116,176				124,577				119,120				129,521
Diluted			116,940				125,792				120,116				130,734

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

3

BUILDERS FIRSTSOURCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(in thousands, except per share amounts)		September 30, 2024				December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents		$	328,103			$	66,156
Accounts receivable, less allowances of $42,530 and $42,488, respectively			1,369,660				1,436,917
Other receivables			279,177				290,310
Inventories			1,203,919				1,228,265
Contract assets			184,351				165,677
Other current assets			109,198				113,403
Total current assets			3,474,408				3,300,728
Property, plant and equipment, net			1,939,881				1,803,824
Operating lease right-of-use assets, net			600,369				502,184
Goodwill			3,646,915				3,556,556
Intangible assets, net			1,143,123				1,298,173
Other assets, net			89,441				37,987
Total assets		$	10,894,137			$	10,499,452
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable		$	1,021,626			$	881,384
Accrued liabilities			645,345				717,528
Contract liabilities			186,514				162,659
Current portion of operating lease liabilities			101,807				98,217
Current maturities of long-term debt			3,591				3,649
Total current liabilities			1,958,883				1,863,437
Noncurrent portion of operating lease liabilities			531,763				434,081
Long-term debt, net of current maturities, discounts and issuance costs			3,700,175				3,177,411
Deferred income taxes			121,199				167,199
Other long-term liabilities			135,444				124,973
Total liabilities			6,447,464				5,767,101
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; 115,557 and 121,857 shares issued and outstanding at September 30, 2024, and December 31, 2023, respectively			1,156				1,219
Additional paid-in capital			4,266,561				4,270,948
Retained earnings			178,956				460,184
Total stockholders' equity			4,446,673				4,732,351
Total liabilities and stockholders' equity		$	10,894,137			$	10,499,452

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

4

BUILDERS FIRSTSOURCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


		Nine Months Ended September 30,
(in thousands)		2024				2023
Cash flows from operating activities:
Net income		$	887,654			$	1,189,862
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			425,441				416,126
Deferred income taxes			(46,000	)			(72,688	)
Stock-based compensation expense			50,885				35,549
Other non-cash adjustments			17,136				(4,284	)
Changes in assets and liabilities, net of assets acquired and liabilities assumed:
Receivables			105,140				(178,955	)
Inventories			47,316				115,575
Contract assets			(18,220	)			(4,287	)
Other current assets			4,741				23,297
Other assets and liabilities			(41,009	)			(16,392	)
Accounts payable			123,658				230,576
Accrued liabilities			(81,237	)			(24,343	)
Contract liabilities			23,724				(14,863	)
Net cash provided by operating activities			1,499,229				1,695,173
Cash flows from investing activities:
Cash used for acquisitions, net of cash acquired			(256,856	)			(142,906	)
Purchases of property, plant and equipment			(280,897	)			(376,596	)
Proceeds from sale of property, plant and equipment			10,555				43,406
Cash used for equity investments			(7,686	)			—
Net cash used in investing activities			(534,884	)			(476,096	)
Cash flows from financing activities:
Borrowings under revolving credit facility			954,000				4,025,000
Repayments under revolving credit facility			(1,418,000	)			(3,607,000	)
Proceeds from long-term debt and other loans			1,000,000				—
Repayments of long-term debt and other loans			(2,613	)			(3,190	)
Payments of loan costs			(12,829	)			(1,897	)
Payments of acquisition-related deferred and contingent consideration			(14,364	)			—
Tax withholdings on and exercises of equity awards			(55,267	)			(32,103	)
Repurchase of common stock			(1,153,325	)			(1,592,236	)
Net cash used in financing activities			(702,398	)			(1,211,426	)
Net change in cash and cash equivalents			261,947				7,651
Cash and cash equivalents at beginning of period			66,156				80,445
Cash and cash equivalents at end of period		$	328,103			$	88,096

Supplemental disclosures of cash flow information:
Cash paid for interest		$	160,383			$	150,404
Cash paid for income taxes			312,307				443,386
Supplemental disclosures of non-cash activities:
Non-cash or accrued consideration for acquisitions		$	8,570			$	13,750
Accrued purchases of property, plant and equipment			19,680				7,455
Right-of-use assets obtained in exchange for operating lease obligations			159,221				71,282
Amounts accrued related to repurchases of common stock			15,624				27,400

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

5

BUILDERS FIRSTSOURCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)


										Additional
		Common Stock								Paid-in				Retained
(in thousands)		Shares				Amount				Capital				Earnings				Total
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

Balance at December 31, 2023			121,857			$	1,219			$	4,270,948			$	460,184			$	4,732,351
Vesting of restricted stock units			438				4				(4	)			—				—
Stock-based compensation expense		—					—				16,900				—				16,900
Repurchase of common stock (2)			(97	)			(1	)			—				(19,599	)			(19,600	)
Exercise of stock options			21				—				151				—				151
Shares withheld for restricted stock units vested			(169	)			(3	)			(31,873	)			—				(31,876	)
Net income		—				—				—					258,781				258,781
Balance at March 31, 2024			122,049			$	1,220			$	4,256,122			$	699,366			$	4,956,708
Vesting of restricted stock units			351				3				(3	)			—				—
Stock-based compensation expense			—				—				16,726				—				16,726
Repurchase of common stock (2)			(5,821	)			(58	)			—				(989,550	)			(989,608	)
Exercise of stock options			2				—				28				—				28
Shares withheld for restricted stock units vested			(130	)			(1	)			(23,301	)			—				(23,302	)
Net income			—				—				—				344,090				344,090
Balance at June 30, 2024			116,451			$	1,164			$	4,249,572			$	53,906			$	4,304,642
Vesting of restricted stock units			7				—				—				—				—
Stock-based compensation expense			—				—				17,259				—				17,259
Repurchase of common stock (2)			(904	)			(8	)			—				(159,733	)			(159,741	)
Exercise of stock options			5				—				66				—				66
Shares withheld for restricted stock units vested			(2	)			—				(336	)			—				(336	)
Net income			—				—				—				284,783				284,783
Balance at September 30, 2024			115,557			$	1,156			$	4,266,561			$	178,956			$	4,446,673

1.

During the three months ended March 31, 2023, June 30, 2023, and September 30, 2023, we repurchased and retired 7.5 million shares, 7.0 million shares and 1.7 million shares of our common stock for $627.6 million, $722.7 million, and $224.9 million, inclusive of applicable fees and taxes, at an average price of $83.17, $103.68 and $136.22 per share, respectively.

2.

During the three months ended March 31, 2024, June 30, 2024, and September 30, 2024, we repurchased and retired 0.1 million shares, 5.8 million shares, and 0.9 million shares of our common stock for $19.6 million, $989.6 million, and $159.7 million, inclusive of applicable fees and taxes, at an average price of $202.67, $170.01, and $176.73 per share, 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 580 locations in 43 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, 2023, 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, 2023, 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, 2023, included in our most recent annual report on Form 10-K for fiscal year 2023 (“2023 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 2023 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 2023 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.

Equity Investments

The Company’s equity investments are accounted for using equity method accounting and are recorded as other assets, net in the accompanying Condensed Consolidated Balance Sheets and are not considered significant to the Company.

Reclassifications

Certain prior periods’ amounts have been reclassified to conform to the current year presentation, including changing the composition of our product categories, and amounts presented as repurchases of common stock and tax withholdings on and exercises of equity awards. Prior period amounts related to product categories as disclosed in Note 3 have been reclassified to conform to the current year presentation.

The prior period amounts related to tax withholdings on equity awards have been reclassified from repurchases of common stock and combined with exercises of stock options to conform to the present year presentation. Reclassifications had no impact on net income, total assets and liabilities, stockholders’ equity, financing cash flows, or total cash flows as previously reported.

7

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through additional and more detailed information about a reportable segment's expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. This amendment modifies the rules on income tax disclosures to require entities to disclose: (i) specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold; (ii) the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes, as well as individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid net of refunds; (iii) the income or loss from continuing operations before income tax expense, or benefit, disaggregated between domestic and foreign; and (iv) income tax expense or benefit from continuing operations disaggregated by federal, state and foreign. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied on a prospective basis, though retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.

2. Business Combinations

During the first nine months of 2024, we completed the acquisitions of Quality Door & Millwork, Inc. (“Quality Door”), Hanson Truss Components, Inc. (“Hanson Truss”), RPM Wood Products, Inc. (“RPM”), Schoeneman Bros. Company (“Schoeneman”), TRSMI, LLC (“TRSMI”), Western Truss & Components (“Western Truss”), CRi SoCal (“CRi”), Wyoming Millwork Co. (“Wyoming Millwork”), Sunrise Wood Designs, LLC (“Sunrise Wood Designs”), Reno Truss, Inc. (“Reno Truss”) and High Mountain Door and Trim, Inc. (“High Mountain”) for a combined total of approximately $265.4 million, net of cash acquired. Quality Door is a millwork distributor, serving Idaho markets in the Boise and Idaho Falls areas. Hanson Truss produces trusses, serving the areas of northern California and western Nevada. RPM provides a diverse product mix of lumber, windows, doors, millwork and trusses in northeastern Florida. Western Truss manufactures roof and floor trusses, serving central Arizona. CRi installs windows and doors in the southern California area. Schoeneman manufacturers trusses and provides building materials and products to eastern South Dakota, and western Iowa. TRSMI manufactures and distributes trusses around the Detroit, Michigan area. Wyoming Millwork serves custom and semi-custom builders with lumber and lumber sheet goods, windows, doors, millwork, trusses and other building products in Delaware. Sunrise Wood Designs is a custom cabinet manufacturer and installer to production and custom builders in North Texas. Reno Truss is a manufacturer and distributor of roof and floor trusses to single-family and multi-family markets in the Nevada area. High Mountain distributes and installs doors, windows and millwork to single-family and multi-family markets in the southern Nevada area.

During the first nine months of 2023, we completed the acquisitions 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.

Pro forma financial information for the acquisitions discussed above for 2024 and 2023 are not presented as these acquisitions did not have a material impact on our results of operations, individually or in the aggregate for each respective period.

The following table summarizes the aggregate fair values of the assets acquired and liabilities assumed for acquisitions during the periods ended September 30, 2024, and 2023:

8


		Total Acquisitions
		2024				2023
		(in thousands)
Cash and cash equivalents		$	7,749			$	—
Accounts receivable			26,749				9,235
Other receivables			127				—
Inventories			22,969				24,154
Contract assets			454				—
Other current assets			410				70
Property, plant and equipment			51,550				11,744
Operating lease right-of-use assets			14,502				11,868
Finance lease right-of-use assets			—				528
Intangible assets			82,125				50,735
Other assets			134				126
Total assets			206,769				108,460

Accounts payable			4,709				727
Accrued liabilities			4,612				701
Contract liabilities			130				2,260
Operating lease liabilities			14,502				11,868
Finance lease liabilities			—				528
Total liabilities			23,953				16,084

Goodwill			90,359				64,280
Total purchase consideration			273,175				156,656
Accrued contingent consideration and purchase price adjustments			(8,570	)			(13,750	)
Less: cash acquired			(7,749	)			—
Total cash consideration		$	256,856			$	142,906

3. Revenue

The following table disaggregates our net sales by product category:


		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
		(in thousands)
Lumber & lumber sheet goods		$	1,069,129			$	1,157,158			$	3,244,385			$	3,092,912
Manufactured products			997,633				1,200,440				3,031,813				3,557,391
Windows, doors & millwork			1,084,692				1,093,278				3,230,525				3,263,358
Specialty building products & services			1,081,040				1,083,388				3,073,463				3,032,807
Net sales		$	4,232,494			$	4,534,264			$	12,580,186			$	12,946,468

Due to ongoing system integrations and conversions, our product alignment continues to be refined. We have reclassified prior periods net sales by product category to conform to current period presentation. The impact to each of the prior periods’ net sales for lumber & lumber sheet goods, manufactured products, windows, doors & millwork, and specialty building products & services was 0.6%, 0.2%, -0.8%, and 0.0%, respectively, for the three months ended September 30, 2023, and 0.4%, -1.0%, 0.6%, and 0.1%, respectively, for the nine months ended September 30, 2023.

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, 2024 and 2023, we recognized as revenue substantially all of the contract liabilities balances outstanding as of December 31, 2023 and 2022, respectively.

9

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,
		2024				2023				2024				2023
		(in thousands, except per share amounts)
Numerator:
Net income		$	284,783			$	451,457			$	887,654			$	1,189,862

Denominator:
Weighted average shares outstanding, basic			116,176				124,577				119,120				129,521
Dilutive effect of options and RSUs			764				1,215				996				1,213
Weighted average shares outstanding, diluted			116,940				125,792				120,116				130,734

Net income per share:
Basic		$	2.45			$	3.62			$	7.45			$	9.19
Diluted		$	2.44			$	3.59			$	7.39			$	9.10

Antidilutive and contingent RSUs excluded from diluted EPS			271				5				196				3

5. Goodwill

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


		(in thousands)
Balance as of December 31, 2023 (1)		$	3,556,556
Acquisitions			90,359
Balance as of September 30, 2024 (1)		$	3,646,915

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

In 2024, the change in the carrying amount of goodwill is attributable to the acquisitions completed during the year. As of September 30, 2024, no impairment 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 TRSMI business combination will not be deductible for tax purposes. The $89.6 million of goodwill recognized from the other current year acquisitions is expected to be deductible and amortized ratably over a 15-year period for tax purposes.

6. Intangible Assets

The following table presents intangible assets as of:


		September 30, 2024								December 31, 2023
		Gross Carrying Amount				Accumulated Amortization				Gross Carrying Amount				Accumulated Amortization
		(in thousands)
Customer relationships		$	2,187,855			$	(1,134,491	)		$	2,105,730			$	(912,865	)
Trade names			64,500				(42,129	)			64,500				(36,459	)
Non-compete agreements			13,050				(8,028	)			13,050				(6,223	)
Developed technology			95,600				(33,234	)			95,600				(25,160	)
Total intangible assets		$	2,361,005			$	(1,217,882	)		$	2,278,880			$	(980,707	)

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In connection with the current year acquisitions, we recorded customer relationships intangible assets of $82.1 million. The weighted average useful life of the current year acquired intangible assets is 2.7 years. The fair value of acquired customer relationship intangible assets was primarily estimated by applying the multi-period excess earnings method, which is based on significant Level 3 inputs not observable in the market. Key assumptions developed based on the Company’s historical experience, future projections and comparable market data include future cash flows, long-term growth rates, attrition rates and discount rates.

During the three and nine months ended September 30, 2024, we recorded amortization expense in relation to the above-listed intangible assets of $76.3 million and $237.2 million, respectively. 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.

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


		(in thousands)
2024 (from October 1, 2024)		$	66,656
2025			243,297
2026			211,067
2027			156,970
2028			124,052
Thereafter			341,081
Total future intangible amortization expense		$	1,143,123

7. Accrued Liabilities

Accrued liabilities consisted of the following as of:


		September 30, 2024				December 31, 2023
		(in thousands)
Accrued payroll and other employee related expenses		$	322,752			$	383,157
Accrued business and other taxes			100,758				76,098
Self-insurance reserves			91,295				89,987
Accrued rebates payable			33,868				35,921
Accrued interest			29,985				34,537
Accrued contingent consideration & purchase price adjustments			7,941				43,127
Other			58,746				54,701
Total accrued liabilities		$	645,345			$	717,528

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8. Long-Term Debt

Long-term debt consisted of the following as of:


		September 30, 2024				December 31, 2023
		(in thousands)
Revolving credit facility (1)		$	—			$	464,000
4.25% 2032 notes			1,300,000				1,300,000
6.375% 2034 notes			1,000,000				—
6.375% 2032 notes			700,000				700,000
5.00% 2030 notes			550,000				550,000
Other finance obligations			190,757				193,048
Finance lease obligations			1,304				2,297
			3,742,061				3,209,345
Unamortized debt discount/premium and debt issuance costs			(38,295	)			(28,285	)
			3,703,766				3,181,060
Less: current maturities of long-term debt			3,591				3,649
Long-term debt, net of current maturities, discounts and issuance costs		$	3,700,175			$	3,177,411

(1)

The weighted average interest rate was 7.1% as of December 31, 2023.

2024 Debt Transactions

On February 29, 2024, the Company completed a private offering of $1.0 billion in aggregate principal amount of 6.375% senior unsecured notes due 2034 (“6.375% 2034 Notes”) at an issue price equal to 100% of par value. The net proceeds from the offering were used to pay related transaction fees and expenses, repay indebtedness outstanding under the Revolving Facility and for general corporate purposes.

In connection with the issuance of the 6.375% 2034 Notes, we incurred $12.8 million of various third-party fees and expenses. These costs have been recorded as a reduction to long-term debt and are being amortized over the contractual life of the 6.375% 2034 Notes using the effective interest method.

The 6.375% 2034 Notes are discussed in more detail in our quarterly report on Form 10-Q for the three months ended March 31, 2024. The Company’s Revolving Facility and other outstanding senior unsecured notes are discussed in more detail in our 2023 Form 10-K.

Fair Value

As of September 30, 2024, and December 31, 2023, 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 5.00% senior notes due 2030 (the “5.00% 2030 Notes”), 4.25% senior notes due 2032 (the “4.25% 2032 Notes”), 6.375% senior notes due 2032 (the “6.375% 2032 Notes” and collectively with the 4.25% 2032 Notes, the “2032 Notes”), and 6.375% 2034 Notes at amortized cost. The fair values of the 5.00% 2030 Notes, 4.25% 2032 Notes, 6.375% 2032 Notes, and 6.375% 2034 Notes at September 30, 2024, were approximately $540.8 million, $1.2 billion, $727.3 million, and $1.0 billion, respectively, which were determined using Level 2 inputs based on market prices.

We were not in violation of any covenants or restrictions imposed by any of our debt agreements at September 30, 2024.

9. Employee Stock-Based Compensation

Time Based Restricted Stock Unit Grants

In the first nine months of 2024, our board of directors granted 272,000 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 three years. The weighted average grant date fair value for these RSUs was $186.75 per unit, which was based on the closing stock price on the respective grant dates.

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Performance, Market and Service Condition Based Restricted Stock Unit Grants

In the first nine months of 2024, our board of directors granted 85,500 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 $201.97 per unit, which was determined using the Monte Carlo simulation model, applying the following assumptions:


Expected volatility (Company)	43.8%
Expected volatility (peer group median)	30.5%
Correlation between the Company and peer group median	0.5
Expected dividend yield	0.0%
Risk-free rate	4.5%

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.

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,
	2024				2023				2024				2023
Statutory federal income tax rate		21.0	%			21.0	%			21.0	%			21.0	%
State income taxes, net of federal income tax		2.5				2.6				2.5				2.5
Stock-based compensation windfall benefit		(0.1	)			(0.1	)			(2.2	)			(1.0	)
Permanent differences and other		0.4				0.2				0.6				0.3
		23.8	%			23.7	%			21.9	%			22.8	%

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

11. Commitments and Contingencies

As of September 30, 2024, we had outstanding letters of credit totaling $65.4 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.

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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 with respect to 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. Subsequent Events

Business Combinations

Subsequent to September 30, 2024, we completed the acquisition of Douglas Lumber which distributes building materials throughout Rhode Island, Massachusetts and Connecticut.

The accounting for this business combination has not been completed at the date of this filing given the proximity of the acquisition date.

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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, 2023, included in our 2023 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 2023 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 580 locations in 43 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

Through September 30, 2024, we have completed the acquisitions of Quality Door, Hanson Truss, RPM, Schoeneman, TRSMI, Western Truss, CRi, Wyoming Millwork, Sunrise Wood Designs, Reno Truss and High Mountain for an aggregate purchase price of approximately $265.4 million, net of cash acquired. Among other opportunities, these acquisitions further expand our market footprint and provide additional operations in our value-add product categories. 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

On August 5, 2024, the Company’s board of directors authorized a new repurchase plan of up to $1.0 billion of the Company’s outstanding shares of common stock. During the nine months ended September 30, 2024, under the previous program and the current authorization, the Company repurchased 6.8 million shares at a weighted average price of $171.37 per share, inclusive of applicable fees and taxes, for a total cost of $1.2 billion.

15

Executive Officer Transition

On September 19, 2024, the Company’s board of directors appointed Peter Jackson, Executive Vice President and Chief Financial Officer, as the Company’s next President & Chief Executive Officer and member of its Board of Directors, effective November 6, 2024. Mr. Jackson will succeed Dave Rush, who has served as President & Chief Executive Officer since November 2022 and is retiring after 25 years of dedicated service to the Company, effective November 6, 2024. Mr. Rush will remain on the Company’s board of directors and continue as a special advisor to the Company to ensure a smooth transition. Additionally, the Company’s board of directors appointed Pete Beckmann, Senior Vice President, Financial Planning & Analysis of the Company, to succeed Mr. Jackson as Chief Financial Officer, effective November 6, 2024.

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 2024, a decrease of 3.5% compared to the third quarter of 2023, and 1.0 million for the nine months ended September 30, 2024, a 3.4% decrease compared to the nine months ended September 30, 2023. Actual U.S. single-family starts for the third quarter of 2024 were 0.3 million, a decrease of 0.5% compared to the third quarter of 2023, and 0.8 million in the first nine months of 2024, a 10.1% increase compared to the same period a year ago. A composite of third-party sources, including the National Association of Home Builders, are forecasting 1.3 million U.S. total housing starts and 1.0 million single-family starts for 2024, which is a decrease of 5.3% and an increase of 5.6%, respectively from 2023. In addition, the Home Improvement Research Institute is forecasting sales in the professional repair and remodel end market to increase approximately 0.1% in 2024 compared to 2023.

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. Despite the challenges posed by higher interest rates and inflation that have impacted demand and affordability for consumers, investors and builders, new home sales remain resilient due to low inventory of existing homes for sale, builder incentives and modifications to home size and complexity. 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.

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.

16

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,
		2024				2023				2024				2023
Net sales			100.0	%			100.0	%			100.0	%			100.0	%
Cost of sales			67.2	%			65.1	%			67.0	%			64.9	%
Gross margin			32.8	%			34.9	%			33.0	%			35.1	%
Selling, general and administrative expenses			22.6	%			20.7	%			22.7	%			22.1	%
Income from operations			10.2	%			14.2	%			10.3	%			13.0	%
Interest expense, net			1.3	%			1.1	%			1.2	%			1.1	%
Income tax expense			2.1	%			3.1	%			2.0	%			2.7	%
Net income			6.8	%			10.0	%			7.1	%			9.2	%

Three Months Ended September 30, 2024 Compared with the Three Months Ended September 30, 2023

Net Sales. Net sales for the three months ended September 30, 2024, were $4.2 billion, a 6.7% decrease from net sales for the three months ended September 30, 2023. Core organic sales decreased net sales by 7.2%, primarily due to a continued downward trend in the multi-family customer segment and decreased single-family activity due to lower housing starts, while commodity price deflation decreased net sales by another 2.9%. These decreases were partially offset by increases in net sales from acquisitions and increased selling days of 2.0% and 1.4%, respectively.

The following table shows net sales classified by product category:


	Three Months Ended September 30,
	2024								2023
	(in millions)
	Net Sales				% of Net Sales				Net Sales				% of Net Sales				% Change
Lumber & lumber sheet goods	$	1,069.1				25.3	%		$	1,157.2				25.5	%			(7.6	)%
Manufactured products		997.6				23.6	%			1,200.4				26.5	%			(16.9	)%
Windows, doors & millwork		1,084.8				25.6	%			1,093.3				24.1	%			(0.8	)%
Specialty building products & services		1,081.0				25.5	%			1,083.4				23.9	%			(0.2	)%
Net sales	$	4,232.5				100.0	%		$	4,534.3				100.0	%			(6.7	)%

We experienced decreased net sales in our lumber and lumber sheet goods primarily due to commodity deflation. Our manufactured products sales declined as multi-family continues to trend downward. For the comparable period, specialty building products and services and windows, doors and millwork sales remained consistent.

Gross Margin. Gross margin decreased $0.2 billion to $1.4 billion. Our gross margin percentage decreased to 32.8% in the third quarter of 2024 from 34.9% in the third quarter of 2023, a 2.1% decrease. This decrease was driven by ongoing multi-family and core organic margin normalization.

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $958.3 million, an increase of $18.8 million, or 2.0%, over the third quarter of 2023. Increases in selling, general and administrative expenses were driven by additional operating expenses from locations acquired within the last twelve months and asset write-offs, which were partially offset by lower variable compensation on decreased sales.

As a percentage of net sales, selling, general and administrative expenses increased to 22.6%, up from 20.7%, for the three months ended September 30, 2024 and 2023, respectively, primarily attributable to reduced operating leverage.

Interest Expense, Net. Interest expense was $54.3 million in the third quarter of 2024, an increase of $4.1 million from the third quarter of 2023. The increase was due to higher average debt balances.

Income Tax Expense. We recorded income tax expense of $89.0 million and $140.0 million in the third quarters of 2024 and 2023, respectively. Our effective tax rate was 23.8% in the third quarter of 2024 and 23.7% in the third quarter of 2023. The decrease in the tax expense was primarily driven by a decrease in income before income taxes in the current period.

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Nine Months ended September 30, 2024 Compared with the Nine Months ended September 30, 2023

Net Sales. Net sales for the nine months ended September 30, 2024, were $12.6 billion, a 2.8% decrease over net sales of $12.9 billion for the nine months ended September 30, 2023. Core organic sales decreased net sales by 3.8%, primarily due to a continued downward trend in the multi-family customer segment, a slight decrease in the single-family customer segment offset by a similar increase in the repair and remodel and other customer segment, while commodity price deflation decreased net sales by an additional 1.4%. These decreases were partially offset by increased net sales from acquisitions and selling days of 1.9% and 0.5%, respectively.

The following table shows net sales classified by product category:


	Nine Months Ended September 30,
	2024								2023
	(in millions)
	Net Sales				% of Net Sales				Net Sales				% of Net Sales				% Change
Lumber & lumber sheet goods	$	3,244.4				25.8	%		$	3,092.9				23.9	%			4.9	%
Manufactured products		3,031.8				24.1	%			3,557.4				27.5	%			(14.8	)%
Windows, doors & millwork		3,230.5				25.7	%			3,263.4				25.2	%			(1.0	)%
Specialty building products & services		3,073.5				24.4	%			3,032.8				23.4	%			1.3	%
Net sales	$	12,580.2				100.0	%		$	12,946.5				100.0	%			(2.8	)%

We experienced increased net sales in our lumber and lumber sheet goods primarily due to increased single-family housing starts. Our manufactured products sales declined as multi-family continues to trend downward. For the comparable period, specialty building products and services and windows, doors and millwork sales remained relatively consistent.

Gross Margin. Gross margin decreased $0.4 billion to $4.1 billion, and our gross margin percentage decreased to 33.0% for the nine months ended September 30, 2024, from 35.1% in the nine months ended September 30, 2023, a 2.1% decrease. This decrease was attributable to margin normalization, particularly in our multi-family operations.

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $2.9 billion, a decrease of $3.8 million, or 0.1% from 2023. This decrease was primarily due to decreased variable compensation on decreased sales and reduced intangible amortization, partially offset by additional operating expenses from locations acquired within the last twelve months and asset write-offs.

As a percentage of net sales, selling, general and administrative expenses increased to 22.7%, up from 22.1% for the nine months ended September 30, 2024 and 2023, respectively, primarily attributable to reduced operating leverage.

Interest Expense, Net. Interest expense was $154.6 million in the nine months ended September 30, 2024, an increase of $9.3 million from the nine months ended September 30, 2023. Interest expense increased primarily due to higher debt balances partially offset by interest income received in 2024.

Income Tax Expense. We recorded income tax expense of $248.8 million and $350.7 million for the nine months ended September 30, 2024 and 2023, respectively. The decrease in the tax expense was primarily driven by a decrease in income before income taxes in the current period. Our effective tax rate was 21.9% in the first nine months ended September 30, 2024, a decrease from 22.8% in the first nine months ended September 30, 2023, primarily related to an increase in our stock-based compensation windfall benefit, partially offset by permanent and other 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, 2024, consist of cash on hand and borrowing availability under our Revolving Facility.

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.

18

The following table shows our borrowing base and excess availability as of:


		September 30, 2024				December 31, 2023
		(in millions)
Accounts receivable availability		$	859.0			$	923.8
Inventory availability			891.1				920.8
Other receivables availability			69.8				65.1
Gross availability			1,819.9				1,909.7
Less:
Agent reserves			(48.2	)			(39.8	)
Plus:
Cash in qualified accounts			267.8				13.3
Borrowing base			2,039.5				1,883.2
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			-				(464.0	)
Letters of credit			(65.4	)			(70.3	)
Net excess borrowing availability on revolving facility		$	1,734.6			$	1,265.7

As of September 30, 2024, we had no outstanding borrowings under our Revolving Facility, and our net excess borrowing availability was $1.7 billion after being reduced by outstanding letters of credit totaling $65.4 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, 2024.

Liquidity

Our liquidity at September 30, 2024, was $2.1 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 $1.5 billion for the nine months ended September 30, 2024, compared to cash provided by operating activities of $1.7 billion for the nine months ended September 30, 2023. The decrease in cash provided by operating activities was largely the result of lower net income and changes in the timing of accounts payable outflows, partially offset by cash inflows from accounts receivable in the first nine months of 2024.

For the nine months ended September 30, 2024, the cash used in investing increased $58.8 million when compared to the prior year primarily due to using $114.0 million more cash for acquisitions, offset by $62.8 million less cash for net purchases of property and equipment.

Cash used in financing activities was $0.7 billion for the nine months ended September 30, 2024, which consisted primarily of $1.2 billion for repurchases of common stock and $0.5 billion net payments on the Revolving Facility, offset by a net $1.0 billion received for the issuance of the 6.375% 2034 Notes. Cash used in financing activities was $1.2 billion for the nine months ended September 30, 2023, which consisted primarily of $1.6 billion for repurchases of common stock, offset by $0.4 billion in net borrowings on the Revolving Facility.

19

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 2023 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 5.00% 2030 Notes, 4.25% 2032 Notes, 6.375% 2032 Notes and 6.375% 2034 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. We did not have any outstanding borrowings on the Revolving Facility as of September 30, 2024. 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.

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.

20

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, 2024, 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.

21

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 2023 Form 10-K, which could materially affect our business, financial condition or future results. The risks described in our 2023 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 2023 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 2024:


Period		Total Number of Shares Purchased				Average Price Paid per Share (including applicable fees and taxes)				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, 2024 — July 31, 2024			1,456			$	158.88				—			$	—
August 1, 2024 — August 31, 2024			450,922				168.10				450,347				925,030,764
September 1, 2024 — September 30, 2024			453,505				185.33				453,505				841,816,489
Total			905,883			$	176.71				903,852			$	841,816,489

(1)

On August 5, 2024, the Company announced that its board of directors authorized the repurchase of $1.0 billion of its shares of common stock.

In the third quarter of 2024, 0.9 million shares were repurchased and retired pursuant to the current share repurchase program authorized by our board of directors in August 2024. The remaining 2,031 shares presented in the table above represent stock tendered in order to meet tax withholding requirements for restricted stock units vested. Share repurchases under active repurchase programs 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 repurchase programs do not obligate the Company to acquire any particular amount of its common stock and may be suspended or discontinued at any time at the Company’s discretion.

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 5, 2024 formatted in Inline eXtensible Business Reporting Language (“Inline XBRL”): (i) Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2024 and 2023, (ii) Condensed Consolidated Balance Sheet as of September 30, 2024 and December 31, 2023, (iii) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023, (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2024 and 2023 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, 2024, 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 5, 2024


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

November 5, 2024


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

November 5, 2024

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 5, 2024

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 5, 2024

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, 2024, 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 5, 2024

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, 2024	Oct. 31, 2024
Cover [Abstract]
Entity Registrant Name	BUILDERS FIRSTSOURCE, INC.
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
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		115,084,980
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 STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Net sales	$ 4,232,494	$ 4,534,264	$ 12,580,186	$ 12,946,468
Cost of sales	2,846,161	2,953,162	8,431,315	8,399,020
Gross margin	1,386,333	1,581,102	4,148,871	4,547,448
Selling, general and administrative expenses	958,310	939,474	2,857,768	2,861,565
Income from operations	428,023	641,628	1,291,103	1,685,883
Interest expense, net	54,263	50,193	154,615	145,317
Income before income taxes	373,760	591,435	1,136,488	1,540,566
Income tax expense	88,977	139,978	248,834	350,704
Net income	$ 284,783	$ 451,457	$ 887,654	$ 1,189,862
Net income per share:
Basic	$ 2.45	$ 3.62	$ 7.45	$ 9.19
Diluted	$ 2.44	$ 3.59	$ 7.39	$ 9.1
Weighted average common shares:
Basic	116,176	124,577	119,120	129,521
Diluted	116,940	125,792	120,116	130,734

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 328,103	$ 66,156
Accounts receivable, less allowances of $42,530 and $42,488, respectively	1,369,660	1,436,917
Other receivables	279,177	290,310
Inventories	1,203,919	1,228,265
Contract assets	184,351	165,677
Other current assets	109,198	113,403
Total current assets	3,474,408	3,300,728
Property, plant and equipment, net	1,939,881	1,803,824
Operating lease right-of-use assets, net	600,369	502,184
Goodwill	3,646,915	3,556,556
Intangible assets, net	1,143,123	1,298,173
Other assets, net	89,441	37,987
Total assets	10,894,137	10,499,452
Current liabilities:
Accounts payable	1,021,626	881,384
Accrued liabilities	645,345	717,528
Contract liabilities	186,514	162,659
Current portion of operating lease liabilities	101,807	98,217
Current maturities of long-term debt	3,591	3,649
Total current liabilities	1,958,883	1,863,437
Noncurrent portion of operating lease liabilities	531,763	434,081
Long-term debt, net of current maturities, discounts and issuance costs	3,700,175	3,177,411
Deferred income taxes	121,199	167,199
Other long-term liabilities	135,444	124,973
Total liabilities	6,447,464	5,767,101
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; 115,557 and 121,857 shares issued and outstanding at September 30, 2024, and December 31, 2023, respectively	1,156	1,219
Additional paid-in capital	4,266,561	4,270,948
Retained earnings	178,956	460,184
Total stockholders' equity	4,446,673	4,732,351
Total liabilities and stockholders' equity	$ 10,894,137	$ 10,499,452

CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Allowances on trade accounts receivable	$ 42,530	$ 42,488
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	115,557,000	121,857,000
Common stock, shares outstanding	115,557,000	121,857,000

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net Income (Loss)	$ 887,654	$ 1,189,862
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	425,441	416,126
Deferred income taxes	(46,000)	(72,688)
Stock-based compensation expense	50,885	35,549
Other non-cash adjustments	17,136	(4,284)
Changes in assets and liabilities, net of assets acquired and liabilities assumed:
Receivables	105,140	(178,955)
Inventories	47,316	115,575
Contract assets	(18,220)	(4,287)
Other current assets	4,741	23,297
Other assets and liabilities	(41,009)	(16,392)
Accounts payable	123,658	230,576
Accrued liabilities	(81,237)	(24,343)
Contract liabilities	23,724	(14,863)
Net cash provided by operating activities	1,499,229	1,695,173
Cash flows from investing activities:
Cash used for acquisitions, net of cash acquired	(256,856)	(142,906)
Purchases of property, plant and equipment	(280,897)	(376,596)
Proceeds from sale of property, plant and equipment	10,555	43,406
Cash used for equity investments	(7,686)
Net cash used in investing activities	(534,884)	(476,096)
Cash flows from financing activities:
Borrowings under revolving credit facility	954,000	4,025,000
Repayments under revolving credit facility	(1,418,000)	(3,607,000)
Proceeds from long-term debt and other loans	1,000,000
Repayments of long-term debt and other loans	(2,613)	(3,190)
Payments of loan costs	(12,829)	(1,897)
Payments of acquisition-related deferred and contingent consideration	(14,364)
Tax withholdings on and exercises of equity awards	(55,267)	(32,103)
Repurchase of common stock	(1,153,325)	(1,592,236)
Net cash used in financing activities	(702,398)	(1,211,426)
Net change in cash and cash equivalents	261,947	7,651
Cash and cash equivalents at beginning of period	66,156	80,445
Cash and cash equivalents at end of period	328,103	88,096
Supplemental disclosures of cash flow information:
Cash paid for interest	160,383	150,404
Cash paid for income taxes	312,307	443,386
Supplemental disclosures of non-cash activities:
Non-cash or accrued consideration for acquisitions	8,570	13,750
Accrued purchases of property, plant and equipment	19,680	7,455
Right-of-use assets obtained in exchange for operating lease obligations	159,221	71,282
Amounts accrued related to repurchases of common stock	$ 15,624	$ 27,400

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

Total

Common Stock

Additional Paid-in Capital

Retained Earnings

Balance at Dec. 31, 2022

$ 4,962,566

$ 1,389

$ 4,257,667

$ 703,510

Balance, shares at Dec. 31, 2022

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)

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

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

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)

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)

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

Balance at Dec. 31, 2023

$ 4,732,351

$ 1,219

4,270,948

460,184

Balance, shares at Dec. 31, 2023

121,857

121,857

Vesting of restricted stock units

$ 4

(4)

Vesting of restricted stock units, shares

438

Stock-based compensation expense

$ 16,900

16,900

Repurchase of common stock

^[2]

$ (19,600)

$ (1)

(19,599)

Repurchase of common stock, shares

(100)

(97)

^[2]

Exercise of stock options

$ 151

151

Exercise of stock options, shares

21

Shares withheld for restricted stock units vested

(31,876)

$ (3)

(31,873)

Shares withheld for restricted stock units vested, shares

(169)

258,781

258,781

Balance at Mar. 31, 2024

4,956,708

$ 1,220

4,256,122

699,366

Balance, shares at Mar. 31, 2024

122,049

Balance at Dec. 31, 2023

$ 4,732,351

$ 1,219

4,270,948

460,184

Balance, shares at Dec. 31, 2023

121,857

121,857

$ 887,654

Balance at Sep. 30, 2024

$ 4,446,673

$ 1,156

4,266,561

178,956

Balance, shares at Sep. 30, 2024

115,557

115,557

Balance at Mar. 31, 2024

$ 4,956,708

$ 1,220

4,256,122

699,366

Balance, shares at Mar. 31, 2024

122,049

Vesting of restricted stock units

$ 3

(3)

Vesting of restricted stock units, shares

351

Stock-based compensation expense

16,726

16,726

Repurchase of common stock

^[2]

$ (989,608)

$ (58)

(989,550)

Repurchase of common stock, shares

(5,800)

(5,821)

^[2]

Exercise of stock options

$ 28

28

Exercise of stock options, shares

2

Shares withheld for restricted stock units vested

(23,302)

$ (1)

(23,301)

Shares withheld for restricted stock units vested, shares

(130)

344,090

344,090

Balance at Jun. 30, 2024

4,304,642

$ 1,164

4,249,572

53,906

Balance, shares at Jun. 30, 2024

116,451

Vesting of restricted stock units, shares

7

Stock-based compensation expense

17,259

17,259

Repurchase of common stock

^[2]

$ (159,741)

$ (8)

(159,733)

Repurchase of common stock, shares

(900)

(904)

^[2]

Exercise of stock options

$ 66

66

Exercise of stock options, shares

5

Shares withheld for restricted stock units vested

(336)

(336)

Shares withheld for restricted stock units vested, shares

(2)

284,783

284,783

Balance at Sep. 30, 2024

$ 4,446,673

$ 1,156

$ 4,266,561

$ 178,956

Balance, shares at Sep. 30, 2024

115,557

115,557

[1]	During the three months ended March 31, 2023, June 30, 2023, and September 30, 2023, we repurchased and retired 7.5 million shares, 7.0 million shares and 1.7 million shares of our common stock for $627.6 million, $722.7 million, and $224.9 million, inclusive of applicable fees and taxes, at an average price of $83.17, $103.68 and $136.22 per share, respectively.
[2]	During the three months ended March 31, 2024, June 30, 2024, and September 30, 2024, we repurchased and retired 0.1 million shares, 5.8 million shares, and 0.9 million shares of our common stock for $19.6 million, $989.6 million, and $159.7 million, inclusive of applicable fees and taxes, at an average price of $202.67, $170.01, and $176.73 per share, respectively.

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

3 Months Ended

Sep. 30, 2024

Jun. 30, 2024

Mar. 31, 2024

Sep. 30, 2023

Jun. 30, 2023

Mar. 31, 2023

Statement of Stockholders' Equity [Abstract]

Repurchased and retired common stock, shares

0.9

5.8

0.1

1.7

7.0

7.5

Repurchased and retired common stock

$ 159,741

^[1]

$ 989,608

^[1]

$ 19,600

^[1]

$ 224,886

^[2]

$ 722,695

^[2]

$ 627,608

^[2]

Average price of common shares repurchased and retired

$ 176.73

$ 170.01

$ 202.67

$ 136.22

$ 103.68

$ 83.17

[1]	During the three months ended March 31, 2024, June 30, 2024, and September 30, 2024, we repurchased and retired 0.1 million shares, 5.8 million shares, and 0.9 million shares of our common stock for $19.6 million, $989.6 million, and $159.7 million, inclusive of applicable fees and taxes, at an average price of $202.67, $170.01, and $176.73 per share, respectively.
[2]	During the three months ended March 31, 2023, June 30, 2023, and September 30, 2023, we repurchased and retired 7.5 million shares, 7.0 million shares and 1.7 million shares of our common stock for $627.6 million, $722.7 million, and $224.9 million, inclusive of applicable fees and taxes, at an average price of $83.17, $103.68 and $136.22 per share, respectively.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 284,783	$ 344,090	$ 258,781	$ 451,457	$ 404,619	$ 333,786	$ 887,654	$ 1,189,862

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Basis of Presentation

9 Months Ended

Sep. 30, 2024

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 580 locations in 43 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, 2023, 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, 2023, 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, 2023, included in our most recent annual report on Form 10-K for fiscal year 2023 (“2023 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 2023 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 2023 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.

Equity Investments

The Company’s equity investments are accounted for using equity method accounting and are recorded as other assets, net in the accompanying Condensed Consolidated Balance Sheets and are not considered significant to the Company.

Reclassifications

Certain prior periods’ amounts have been reclassified to conform to the current year presentation, including changing the composition of our product categories, and amounts presented as repurchases of common stock and tax withholdings on and exercises of equity awards. Prior period amounts related to product categories as disclosed in Note 3 have been reclassified to conform to the current year presentation.

The prior period amounts related to tax withholdings on equity awards have been reclassified from repurchases of common stock and combined with exercises of stock options to conform to the present year presentation. Reclassifications had no impact on net income, total assets and liabilities, stockholders’ equity, financing cash flows, or total cash flows as previously reported.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through additional and more detailed information about a reportable segment's expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. This amendment modifies the rules on income tax disclosures to require entities to disclose: (i) specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold; (ii) the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes, as well as individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid net of refunds; (iii) the income or loss from continuing operations before income tax expense, or benefit, disaggregated between domestic and foreign; and (iv) income tax expense or benefit from continuing operations disaggregated by federal, state and foreign. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied on a prospective basis, though retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.

Business Combinations

9 Months Ended

Sep. 30, 2024

Business Combinations [Abstract]

Business Combinations

2. Business Combinations

During the first nine months of 2024, we completed the acquisitions of Quality Door & Millwork, Inc. (“Quality Door”), Hanson Truss Components, Inc. (“Hanson Truss”), RPM Wood Products, Inc. (“RPM”), Schoeneman Bros. Company (“Schoeneman”), TRSMI, LLC (“TRSMI”), Western Truss & Components (“Western Truss”), CRi SoCal (“CRi”), Wyoming Millwork Co. (“Wyoming Millwork”), Sunrise Wood Designs, LLC (“Sunrise Wood Designs”), Reno Truss, Inc. (“Reno Truss”) and High Mountain Door and Trim, Inc. (“High Mountain”) for a combined total of approximately $265.4 million, net of cash acquired. Quality Door is a millwork distributor, serving Idaho markets in the Boise and Idaho Falls areas. Hanson Truss produces trusses, serving the areas of northern California and western Nevada. RPM provides a diverse product mix of lumber, windows, doors, millwork and trusses in northeastern Florida. Western Truss manufactures roof and floor trusses, serving central Arizona. CRi installs windows and doors in the southern California area. Schoeneman manufacturers trusses and provides building materials and products to eastern South Dakota, and western Iowa. TRSMI manufactures and distributes trusses around the Detroit, Michigan area. Wyoming Millwork serves custom and semi-custom builders with lumber and lumber sheet goods, windows, doors, millwork, trusses and other building products in Delaware. Sunrise Wood Designs is a custom cabinet manufacturer and installer to production and custom builders in North Texas. Reno Truss is a manufacturer and distributor of roof and floor trusses to single-family and multi-family markets in the Nevada area. High Mountain distributes and installs doors, windows and millwork to single-family and multi-family markets in the southern Nevada area.

During the first nine months of 2023, we completed the acquisitions 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.

Pro forma financial information for the acquisitions discussed above for 2024 and 2023 are not presented as these acquisitions did not have a material impact on our results of operations, individually or in the aggregate for each respective period.

The following table summarizes the aggregate fair values of the assets acquired and liabilities assumed for acquisitions during the periods ended September 30, 2024, and 2023:


		Total Acquisitions
		2024				2023
		(in thousands)
Cash and cash equivalents		$	7,749			$	—
Accounts receivable			26,749				9,235
Other receivables			127				—
Inventories			22,969				24,154
Contract assets			454				—
Other current assets			410				70
Property, plant and equipment			51,550				11,744
Operating lease right-of-use assets			14,502				11,868
Finance lease right-of-use assets			—				528
Intangible assets			82,125				50,735
Other assets			134				126
Total assets			206,769				108,460

Accounts payable			4,709				727
Accrued liabilities			4,612				701
Contract liabilities			130				2,260
Operating lease liabilities			14,502				11,868
Finance lease liabilities			—				528
Total liabilities			23,953				16,084

Goodwill			90,359				64,280
Total purchase consideration			273,175				156,656
Accrued contingent consideration and purchase price adjustments			(8,570	)			(13,750	)
Less: cash acquired			(7,749	)			—
Total cash consideration		$	256,856			$	142,906

Revenue

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

3. Revenue

The following table disaggregates our net sales by product category:


		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
		(in thousands)
Lumber & lumber sheet goods		$	1,069,129			$	1,157,158			$	3,244,385			$	3,092,912
Manufactured products			997,633				1,200,440				3,031,813				3,557,391
Windows, doors & millwork			1,084,692				1,093,278				3,230,525				3,263,358
Specialty building products & services			1,081,040				1,083,388				3,073,463				3,032,807
Net sales		$	4,232,494			$	4,534,264			$	12,580,186			$	12,946,468

Due to ongoing system integrations and conversions, our product alignment continues to be refined. We have reclassified prior periods net sales by product category to conform to current period presentation. The impact to each of the prior periods’ net sales for lumber & lumber sheet goods, manufactured products, windows, doors & millwork, and specialty building products & services was 0.6%, 0.2%, -0.8%, and 0.0%, respectively, for the three months ended September 30, 2023, and 0.4%, -1.0%, 0.6%, and 0.1%, respectively, for the nine months ended September 30, 2023.

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, 2024 and 2023, we recognized as revenue substantially all of the contract liabilities balances outstanding as of December 31, 2023 and 2022, respectively.

Net Income per Common Share

9 Months Ended

Sep. 30, 2024

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,
		2024				2023				2024				2023
		(in thousands, except per share amounts)
Numerator:
Net income		$	284,783			$	451,457			$	887,654			$	1,189,862

Denominator:
Weighted average shares outstanding, basic			116,176				124,577				119,120				129,521
Dilutive effect of options and RSUs			764				1,215				996				1,213
Weighted average shares outstanding, diluted			116,940				125,792				120,116				130,734

Net income per share:
Basic		$	2.45			$	3.62			$	7.45			$	9.19
Diluted		$	2.44			$	3.59			$	7.39			$	9.10

Antidilutive and contingent RSUs excluded from diluted EPS			271				5				196				3

Goodwill

9 Months Ended

Sep. 30, 2024

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, 2023 (1)		$	3,556,556
Acquisitions			90,359
Balance as of September 30, 2024 (1)		$	3,646,915

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

In 2024, the change in the carrying amount of goodwill is attributable to the acquisitions completed during the year. As of September 30, 2024, no impairment 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 TRSMI business combination will not be deductible for tax purposes. The $89.6 million of goodwill recognized from the other current year acquisitions is expected to be deductible and amortized ratably over a 15-year period for tax purposes.

Intangible Assets

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

6. Intangible Assets

The following table presents intangible assets as of:


		September 30, 2024								December 31, 2023
		Gross Carrying Amount				Accumulated Amortization				Gross Carrying Amount				Accumulated Amortization
		(in thousands)
Customer relationships		$	2,187,855			$	(1,134,491	)		$	2,105,730			$	(912,865	)
Trade names			64,500				(42,129	)			64,500				(36,459	)
Non-compete agreements			13,050				(8,028	)			13,050				(6,223	)
Developed technology			95,600				(33,234	)			95,600				(25,160	)
Total intangible assets		$	2,361,005			$	(1,217,882	)		$	2,278,880			$	(980,707	)

In connection with the current year acquisitions, we recorded customer relationships intangible assets of $82.1 million. The weighted average useful life of the current year acquired intangible assets is 2.7 years. The fair value of acquired customer relationship intangible assets was primarily estimated by applying the multi-period excess earnings method, which is based on significant Level 3 inputs not observable in the market. Key assumptions developed based on the Company’s historical experience, future projections and comparable market data include future cash flows, long-term growth rates, attrition rates and discount rates.

During the three and nine months ended September 30, 2024, we recorded amortization expense in relation to the above-listed intangible assets of $76.3 million and $237.2 million, respectively. 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.

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


		(in thousands)
2024 (from October 1, 2024)		$	66,656
2025			243,297
2026			211,067
2027			156,970
2028			124,052
Thereafter			341,081
Total future intangible amortization expense		$	1,143,123

Accrued Liabilities

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Accrued Liabilities

7. Accrued Liabilities

Accrued liabilities consisted of the following as of:


		September 30, 2024				December 31, 2023
		(in thousands)
Accrued payroll and other employee related expenses		$	322,752			$	383,157
Accrued business and other taxes			100,758				76,098
Self-insurance reserves			91,295				89,987
Accrued rebates payable			33,868				35,921
Accrued interest			29,985				34,537
Accrued contingent consideration & purchase price adjustments			7,941				43,127
Other			58,746				54,701
Total accrued liabilities		$	645,345			$	717,528

Long-Term Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

8. Long-Term Debt

Long-term debt consisted of the following as of:


		September 30, 2024				December 31, 2023
		(in thousands)
Revolving credit facility (1)		$	—			$	464,000
4.25% 2032 notes			1,300,000				1,300,000
6.375% 2034 notes			1,000,000				—
6.375% 2032 notes			700,000				700,000
5.00% 2030 notes			550,000				550,000
Other finance obligations			190,757				193,048
Finance lease obligations			1,304				2,297
			3,742,061				3,209,345
Unamortized debt discount/premium and debt issuance costs			(38,295	)			(28,285	)
			3,703,766				3,181,060
Less: current maturities of long-term debt			3,591				3,649
Long-term debt, net of current maturities, discounts and issuance costs		$	3,700,175			$	3,177,411

(1)

The weighted average interest rate was 7.1% as of December 31, 2023.

2024 Debt Transactions

On February 29, 2024, the Company completed a private offering of $1.0 billion in aggregate principal amount of 6.375% senior unsecured notes due 2034 (“6.375% 2034 Notes”) at an issue price equal to 100% of par value. The net proceeds from the offering were used to pay related transaction fees and expenses, repay indebtedness outstanding under the Revolving Facility and for general corporate purposes.

In connection with the issuance of the 6.375% 2034 Notes, we incurred $12.8 million of various third-party fees and expenses. These costs have been recorded as a reduction to long-term debt and are being amortized over the contractual life of the 6.375% 2034 Notes using the effective interest method.

The 6.375% 2034 Notes are discussed in more detail in our quarterly report on Form 10-Q for the three months ended March 31, 2024. The Company’s Revolving Facility and other outstanding senior unsecured notes are discussed in more detail in our 2023 Form 10-K.

Fair Value

As of September 30, 2024, and December 31, 2023, 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 5.00% senior notes due 2030 (the “5.00% 2030 Notes”), 4.25% senior notes due 2032 (the “4.25% 2032 Notes”), 6.375% senior notes due 2032 (the “6.375% 2032 Notes” and collectively with the 4.25% 2032 Notes, the “2032 Notes”), and 6.375% 2034 Notes at amortized cost. The fair values of the 5.00% 2030 Notes, 4.25% 2032 Notes, 6.375% 2032 Notes, and 6.375% 2034 Notes at September 30, 2024, were approximately $540.8 million, $1.2 billion, $727.3 million, and $1.0 billion, respectively, which were determined using Level 2 inputs based on market prices.

We were not in violation of any covenants or restrictions imposed by any of our debt agreements at September 30, 2024.

Employee Stock-Based Compensation

9 Months Ended

Sep. 30, 2024

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 2024, our board of directors granted 272,000 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 three years. The weighted average grant date fair value for these RSUs was $186.75 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 2024, our board of directors granted 85,500 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 $201.97 per unit, which was determined using the Monte Carlo simulation model, applying the following assumptions:


Expected volatility (Company)	43.8%
Expected volatility (peer group median)	30.5%
Correlation between the Company and peer group median	0.5
Expected dividend yield	0.0%
Risk-free rate	4.5%

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, 2024

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,
	2024				2023				2024				2023
Statutory federal income tax rate		21.0	%			21.0	%			21.0	%			21.0	%
State income taxes, net of federal income tax		2.5				2.6				2.5				2.5
Stock-based compensation windfall benefit		(0.1	)			(0.1	)			(2.2	)			(1.0	)
Permanent differences and other		0.4				0.2				0.6				0.3
		23.8	%			23.7	%			21.9	%			22.8	%

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

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

11. Commitments and Contingencies

As of September 30, 2024, we had outstanding letters of credit totaling $65.4 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 with respect to 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.

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

12. Subsequent Events

Business Combinations

Subsequent to September 30, 2024, we completed the acquisition of Douglas Lumber which distributes building materials throughout Rhode Island, Massachusetts and Connecticut.

The accounting for this business combination has not been completed at the date of this filing given the proximity of the acquisition date.

Basis of Presentation (Policies)	9 Months Ended
Basis of Presentation (Policies)	Sep. 30, 2024
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 2023 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.
Equity Investments	Equity Investments The Company’s equity investments are accounted for using equity method accounting and are recorded as other assets, net in the accompanying Condensed Consolidated Balance Sheets and are not considered significant to the Company.
Reclassifications	Reclassifications Certain prior periods’ amounts have been reclassified to conform to the current year presentation, including changing the composition of our product categories, and amounts presented as repurchases of common stock and tax withholdings on and exercises of equity awards. Prior period amounts related to product categories as disclosed in Note 3 have been reclassified to conform to the current year presentation. The prior period amounts related to tax withholdings on equity awards have been reclassified from repurchases of common stock and combined with exercises of stock options to conform to the present year presentation. Reclassifications had no impact on net income, total assets and liabilities, stockholders’ equity, financing cash flows, or total cash flows as previously reported.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through additional and more detailed information about a reportable segment's expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. This amendment modifies the rules on income tax disclosures to require entities to disclose: (i) specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold; (ii) the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes, as well as individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid net of refunds; (iii) the income or loss from continuing operations before income tax expense, or benefit, disaggregated between domestic and foreign; and (iv) income tax expense or benefit from continuing operations disaggregated by federal, state and foreign. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied on a prospective basis, though retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.
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, 2024

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 acquisitions during the periods ended September 30, 2024, and 2023:


		Total Acquisitions
		2024				2023
		(in thousands)
Cash and cash equivalents		$	7,749			$	—
Accounts receivable			26,749				9,235
Other receivables			127				—
Inventories			22,969				24,154
Contract assets			454				—
Other current assets			410				70
Property, plant and equipment			51,550				11,744
Operating lease right-of-use assets			14,502				11,868
Finance lease right-of-use assets			—				528
Intangible assets			82,125				50,735
Other assets			134				126
Total assets			206,769				108,460

Accounts payable			4,709				727
Accrued liabilities			4,612				701
Contract liabilities			130				2,260
Operating lease liabilities			14,502				11,868
Finance lease liabilities			—				528
Total liabilities			23,953				16,084

Goodwill			90,359				64,280
Total purchase consideration			273,175				156,656
Accrued contingent consideration and purchase price adjustments			(8,570	)			(13,750	)
Less: cash acquired			(7,749	)			—
Total cash consideration		$	256,856			$	142,906

Revenue (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Net Sales by Product Category

The following table disaggregates our net sales by product category:


		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
		(in thousands)
Lumber & lumber sheet goods		$	1,069,129			$	1,157,158			$	3,244,385			$	3,092,912
Manufactured products			997,633				1,200,440				3,031,813				3,557,391
Windows, doors & millwork			1,084,692				1,093,278				3,230,525				3,263,358
Specialty building products & services			1,081,040				1,083,388				3,073,463				3,032,807
Net sales		$	4,232,494			$	4,534,264			$	12,580,186			$	12,946,468

Net Income per Common Share (Tables)

9 Months Ended

Sep. 30, 2024

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,
		2024				2023				2024				2023
		(in thousands, except per share amounts)
Numerator:
Net income		$	284,783			$	451,457			$	887,654			$	1,189,862

Denominator:
Weighted average shares outstanding, basic			116,176				124,577				119,120				129,521
Dilutive effect of options and RSUs			764				1,215				996				1,213
Weighted average shares outstanding, diluted			116,940				125,792				120,116				130,734

Net income per share:
Basic		$	2.45			$	3.62			$	7.45			$	9.19
Diluted		$	2.44			$	3.59			$	7.39			$	9.10

Antidilutive and contingent RSUs excluded from diluted EPS			271				5				196				3

Goodwill (Tables)

9 Months Ended

Sep. 30, 2024

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, 2023 (1)		$	3,556,556
Acquisitions			90,359
Balance as of September 30, 2024 (1)		$	3,646,915

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

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Intangible Assets

The following table presents intangible assets as of:


		September 30, 2024								December 31, 2023
		Gross Carrying Amount				Accumulated Amortization				Gross Carrying Amount				Accumulated Amortization
		(in thousands)
Customer relationships		$	2,187,855			$	(1,134,491	)		$	2,105,730			$	(912,865	)
Trade names			64,500				(42,129	)			64,500				(36,459	)
Non-compete agreements			13,050				(8,028	)			13,050				(6,223	)
Developed technology			95,600				(33,234	)			95,600				(25,160	)
Total intangible assets		$	2,361,005			$	(1,217,882	)		$	2,278,880			$	(980,707	)

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)
2024 (from October 1, 2024)		$	66,656
2025			243,297
2026			211,067
2027			156,970
2028			124,052
Thereafter			341,081
Total future intangible amortization expense		$	1,143,123

Accrued Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Summary of Accrued Liabilities

Accrued liabilities consisted of the following as of:


		September 30, 2024				December 31, 2023
		(in thousands)
Accrued payroll and other employee related expenses		$	322,752			$	383,157
Accrued business and other taxes			100,758				76,098
Self-insurance reserves			91,295				89,987
Accrued rebates payable			33,868				35,921
Accrued interest			29,985				34,537
Accrued contingent consideration & purchase price adjustments			7,941				43,127
Other			58,746				54,701
Total accrued liabilities		$	645,345			$	717,528

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Summary of Long-Term Debt

Long-term debt consisted of the following as of:


		September 30, 2024				December 31, 2023
		(in thousands)
Revolving credit facility (1)		$	—			$	464,000
4.25% 2032 notes			1,300,000				1,300,000
6.375% 2034 notes			1,000,000				—
6.375% 2032 notes			700,000				700,000
5.00% 2030 notes			550,000				550,000
Other finance obligations			190,757				193,048
Finance lease obligations			1,304				2,297
			3,742,061				3,209,345
Unamortized debt discount/premium and debt issuance costs			(38,295	)			(28,285	)
			3,703,766				3,181,060
Less: current maturities of long-term debt			3,591				3,649
Long-term debt, net of current maturities, discounts and issuance costs		$	3,700,175			$	3,177,411

(1)

The weighted average interest rate was 7.1% as of December 31, 2023.

Employee Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

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 $201.97 per unit, which was determined using the Monte Carlo simulation model, applying the following assumptions:


Expected volatility (Company)	43.8%
Expected volatility (peer group median)	30.5%
Correlation between the Company and peer group median	0.5
Expected dividend yield	0.0%
Risk-free rate	4.5%

Income Taxes (Tables)

9 Months Ended

Sep. 30, 2024

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,
	2024				2023				2024				2023
Statutory federal income tax rate		21.0	%			21.0	%			21.0	%			21.0	%
State income taxes, net of federal income tax		2.5				2.6				2.5				2.5
Stock-based compensation windfall benefit		(0.1	)			(0.1	)			(2.2	)			(1.0	)
Permanent differences and other		0.4				0.2				0.6				0.3
		23.8	%			23.7	%			21.9	%			22.8	%

Basis of Presentation - Additional Information (Detail)	9 Months Ended
Basis of Presentation - Additional Information (Detail)	Sep. 30, 2024 Store States
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Entity formed, year	1998
Number of Locations \| Store	580
Number of states \| States	43

Business Combinations - Additional Information (Detail) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Revolving Credit Facility
Business Acquisition [Line Items]
Line of credit facility maximum borrowing capacity	$ 1,800.0
Quality Door, Hanson Truss, RPM, Schoeneman, TRSMI, Western Truss, CRi, Wyoming Millwork, Sunrise Wood Designs, Reno Truss and High Mountain
Business Acquisition [Line Items]
Cash consideration for certain assets and operations acquired	$ 265.4
Noltex, BMS, JBM, Church's and FCC
Business Acquisition [Line Items]
Cash consideration for certain assets and operations acquired		$ 156.7

Business Combinations - Summary of Aggregate Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Business Acquisition [Line Items]
Goodwill	$ 3,646,915		$ 3,556,556
Total cash consideration	256,856	$ 142,906
Quality Door, Hanson Truss, RPM, Schoeneman, TRSMI, Western Truss, CRi, Wyoming Millwork, Sunrise Wood Designs, Reno Truss and High Mountain
Business Acquisition [Line Items]
Cash and cash equivalents	7,749
Accounts receivable	26,749
Other receivables	127
Inventories	22,969
Contract assets	454
Other current assets	410
Property, plant and equipment	51,550
Operating lease right-of-use assets	14,502
Intangible assets	82,125
Other assets	134
Total assets	206,769
Accounts payable	4,709
Accrued liabilities	4,612
Contract liabilities	130
Operating lease liabilities	14,502
Total liabilities	23,953
Goodwill	90,359
Total purchase consideration	273,175
Accrued contingent consideration and purchase price adjustments	(8,570)
Less: cash acquired	(7,749)
Total cash consideration	$ 256,856
Noltex, BMS, JBM, Church's and 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
Intangible assets		50,735
Other assets		126
Total assets		108,460
Accounts payable		727
Accrued liabilities		701
Contract liabilities		2,260
Operating lease liabilities		11,868
Finance lease liabilities		528
Total liabilities		16,084
Goodwill		64,280
Total purchase consideration		156,656
Accrued contingent consideration and purchase price adjustments		(13,750)
Total cash consideration		$ 142,906

Revenue - Schedule of Net Sales by Product Category (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Entity Wide Information Revenue From External Customer [Line Items]
Net sales	$ 4,232,494	$ 4,534,264	$ 12,580,186	$ 12,946,468
Lumber and Lumber Sheet Goods
Entity Wide Information Revenue From External Customer [Line Items]
Net sales	1,069,129	1,157,158	3,244,385	3,092,912
Manufactured Products
Entity Wide Information Revenue From External Customer [Line Items]
Net sales	997,633	1,200,440	3,031,813	3,557,391
Windows, Doors and Millwork
Entity Wide Information Revenue From External Customer [Line Items]
Net sales	1,084,692	1,093,278	3,230,525	3,263,358
Specialty Building Products & Services
Entity Wide Information Revenue From External Customer [Line Items]
Net sales	$ 1,081,040	$ 1,083,388	$ 3,073,463	$ 3,032,807

Revenue - Additional Information (Detail) - Reclassification	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Lumber and Lumber Sheet Goods
Disaggregation Of Revenue [Line Items]
Net sales	0.60%	0.40%
Manufactured Products
Disaggregation Of Revenue [Line Items]
Net sales	0.20%	(1.00%)
Windows, Doors and Millwork
Disaggregation Of Revenue [Line Items]
Net sales	(0.80%)	0.60%
Specialty Building Products & Services
Disaggregation Of Revenue [Line Items]
Net sales	0.00%	0.10%

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, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net income	$ 284,783	$ 344,090	$ 258,781	$ 451,457	$ 404,619	$ 333,786	$ 887,654	$ 1,189,862
Denominator:
Weighted average shares outstanding, basic	116,176			124,577			119,120	129,521
Dilutive effect of options and RSUs	764			1,215			996	1,213
Weighted average shares outstanding, diluted	116,940			125,792			120,116	130,734
Net income per share:
Basic	$ 2.45			$ 3.62			$ 7.45	$ 9.19
Diluted	$ 2.44			$ 3.59			$ 7.39	$ 9.1
Antidilutive and contingent RSUs excluded from diluted EPS	271			5			196	3

Goodwill - Schedule of Change in Carrying Amount of Goodwill (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, Beginning Balance	$ 3,556,556
Acquisitions	90,359
Goodwill, Ending Balance	$ 3,646,915

Goodwill - Schedule of Change in Carrying Amount of Goodwill (Parenthetical) (Detail) $ in Millions	Sep. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Historical accumulated impairment losses	$ 44.6

Goodwill - Additional Information (Detail) $ in Thousands	9 Months Ended
Goodwill - Additional Information (Detail) $ in Thousands	Sep. 30, 2024 USD ($)
Goodwill [Line Items]
Goodwill recognized from current year acquisitions	$ 90,359
Goodwill amortization period	15 years
Other Acquisitions
Goodwill [Line Items]
Goodwill recognized from current year acquisitions	$ 89,600

Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 2,361,005	$ 2,278,880
Accumulated Amortization	(1,217,882)	(980,707)
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,187,855	2,105,730
Accumulated Amortization	(1,134,491)	(912,865)
Trade Names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	64,500	64,500
Accumulated Amortization	(42,129)	(36,459)
Non-compete Agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	13,050	13,050
Accumulated Amortization	(8,028)	(6,223)
Developed Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	95,600	95,600
Accumulated Amortization	$ (33,234)	$ (25,160)

Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Amortization expenses	$ 76.3	$ 83.5	$ 237.2	$ 252.9
Current Year Acquisitions
Finite-Lived Intangible Assets [Line Items]
Weighted average useful lives of the acquired intangible assets			2 years 8 months 12 days
Customer Relationships \| Current Year Acquisitions
Finite-Lived Intangible Assets [Line Items]
Intangible assets in connection with acquisition	$ 82.1		$ 82.1

Intangible Assets - Estimated Amortization Expense for Intangible Assets (Detail) $ in Thousands	Sep. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024 (from October 1, 2024)	$ 66,656
2025	243,297
2026	211,067
2027	156,970
2028	124,052
Thereafter	341,081
Total future intangible amortization expense	$ 1,143,123

Accrued Liabilities (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Summary of accrued liabilities
Accrued payroll and other employee related expenses	$ 322,752	$ 383,157
Accrued business and other taxes	100,758	76,098
Self-insurance reserves	91,295	89,987
Accrued rebates payable	33,868	35,921
Accrued interest	29,985	34,537
Accrued contingent consideration & purchase price adjustments	7,941	43,127
Other	58,746	54,701
Total accrued liabilities	$ 645,345	$ 717,528

Long-Term Debt - Summary of Long-Term Debt (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Feb. 29, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Debt instrument carrying amount	$ 3,742,061		$ 3,209,345
Unamortized debt discount/premium and debt issuance costs	(38,295)		(28,285)
Long-term debt and capital lease obligation	3,703,766		3,181,060
Less: current maturities of long-term debt	3,591		3,649
Long-term debt, net of current maturities, discounts and issuance costs	3,700,175		3,177,411
Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument carrying amount			464,000
4.25% 2032 notes
Debt Instrument [Line Items]
Debt instrument carrying amount	1,300,000		1,300,000
6.375% 2034 notes
Debt Instrument [Line Items]
Debt instrument carrying amount	1,000,000	$ 1,000,000
6.375% 2032 notes
Debt Instrument [Line Items]
Debt instrument carrying amount	700,000		700,000
5.00% 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	190,757		193,048
Finance Lease Obligations
Debt Instrument [Line Items]
Debt instrument carrying amount	$ 1,304		$ 2,297

Long-Term Debt - Summary of Long-Term Debt (Parenthetical) (Detail)	Sep. 30, 2024	Dec. 31, 2023
4.25% 2032 notes
Debt Instrument [Line Items]
Weighted average interest rate	4.25%	4.25%
6.375% 2034 notes
Debt Instrument [Line Items]
Weighted average interest rate	6.375%	6.375%
6.375% 2032 notes
Debt Instrument [Line Items]
Weighted average interest rate	6.375%	6.375%
5.00% 2030 notes
Debt Instrument [Line Items]
Weighted average interest rate	5.00%	5.00%
Revolving Credit Facility
Debt Instrument [Line Items]
Weighted average interest rate		7.10%

Long-Term Debt - 2024 Debt Transactions - Additional Information (Details) - USD ($)	Feb. 29, 2024	Sep. 30, 2024	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Debt instrument carrying amount		$ 3,742,061,000		$ 3,209,345,000
Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument carrying amount				464,000,000
6.375% 2034 notes
Debt Instrument [Line Items]
Debt instrument carrying amount	$ 1,000,000,000	$ 1,000,000,000
Private offered aggregate principal amount rate	6.375%	6.375%	6.375%
Net percentage of proceeds from debt issuance	100.00%
Debt issuance costs	$ 12,800
5.00% 2030 notes
Debt Instrument [Line Items]
Debt instrument carrying amount		$ 550,000,000		550,000,000
Private offered aggregate principal amount rate		5.00%
4.25% 2032 notes
Debt Instrument [Line Items]
Debt instrument carrying amount		$ 1,300,000,000		1,300,000,000
Private offered aggregate principal amount rate		4.25%
6.375% 2032 notes
Debt Instrument [Line Items]
Debt instrument carrying amount		$ 700,000,000		$ 700,000,000
Private offered aggregate principal amount rate		6.375%

Long-Term Debt - Fair Value - Additional Information (Detail) - USD ($) $ in Millions	Sep. 30, 2024	Mar. 31, 2024	Feb. 29, 2024
6.375% 2034 notes
Debt Instrument [Line Items]
Private offered aggregate principal amount rate	6.375%	6.375%	6.375%
6.375% 2034 notes \| Level 2
Debt Instrument [Line Items]
Fair value of long term debt	$ 1,000.0
5.00% 2030 notes
Debt Instrument [Line Items]
Private offered aggregate principal amount rate	5.00%
5.00% 2030 notes \| Level 2
Debt Instrument [Line Items]
Fair value of long term debt	$ 540.8
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	$ 1,200.0
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	$ 727.3

Employee Stock-Based Compensation - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Time Based Restricted Stock Unit Grants
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
RSUs Granted \| shares	272,000
Weighted average grant date fair value, granted \| $ / shares	$ 186.75
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	3 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	85,500
Stock award granted vested period	3 years
Weighted average grant date fair value, granted \| $ / shares	$ 201.97
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, 2024
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected volatility (Company)	43.80%
Expected volatility (peer group median)	30.50%
Correlation between the Company and peer group median	0.5
Expected dividend yield	0.00%
Risk-free rate	4.50%

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, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
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	2.50%	2.60%	2.50%	2.50%
Stock-based compensation windfall benefit	(0.10%)	(0.10%)	(2.20%)	(1.00%)
Permanent differences and other	0.40%	0.20%	0.60%	0.30%
Total effective rate for continuing operations	23.80%	23.70%	21.90%	22.80%

Commitments and Contingencies - Additional Information (Detail) $ in Millions	Sep. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Outstanding letters of credit	$ 65.4

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