Builders FirstSource Reports Third Quarter 2015 Results
Successfully Completed acquisition of
Third Quarter Adjusted Net Income of
Third Quarter Adjusted EBITDA of
The Company has provided supplemental financial information of the combined company in this press release that is adjusted to include ProBuild's financial results for the relevant periods prior to
Third quarter highlights include the following:
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Completed the acquisition of ProBuild on
July 31 , one of the largest distributors of building materials to professional builders, contractors and project-oriented consumers inthe United States . Through its lumber yards, component facilities, millwork shops, gypsum yards and retail stores across 40 states, ProBuild generated approximately$4.5 billion in sales in 2014.
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Pro forma net sales of
$1.7 billion were flat compared to the third quarter of 2014, excluding the impact of closed locations. Sales volume grew approximately 6.1 percent over the third quarter of 2014; including 7.0 percent in the homebuilding end market and 3.0 percent in the repair and remodel end market. This was offset 6.1 percent by the negative impact of commodity price deflation on our sales and 0.1 percent impact from closed locations.
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Pro forma gross margin percentage was 25.9 percent, up 160 basis points from 24.3 percent in the third quarter of 2014.
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Adjusted EBITDA was
$113.6 million , or 6.7 percent of sales, compared to$95.9 million , or 5.6 percent of sales, for the third quarter of 2014.
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Adjusted net income was
$34.7 million , or$0.31 per diluted share, compared to$15.8 million , or$0.14 per diluted share in the third quarter of 2014.
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Total liquidity at
September 30, 2015 was$685.7 million , consisting of net borrowing availability under the 2015 revolving credit facility and cash on hand.
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In the third quarter, we paid down approximately
$160 million on the 2015 revolving credit facility subsequent to the acquisition close.
Commenting on the company's results,
Pro Forma and Adjusted Information, Third Quarter 2015 Compared to Third Quarter 2014
The Company has provided supplemental financial information of the combined company in this press release that is adjusted to include ProBuild's financial results for the relevant periods prior to the Closing Date. (See accompanying financial schedules for full financial details and reconciliations of non-GAAP financial measures to their GAAP equivalents.)
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Pro forma sales of
$1.7 billion were flat compared to the third quarter of 2014. Sales volume grew approximately 7.0 percent in the homebuilding end market and 3.0 percent in the repair and remodel end market, which was offset 6.1 percent by the negative impact of commodity price deflation on our sales and 0.1 percent impact from closed locations.
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Pro forma gross margin percentage was 25.9 percent, up from 24.3 percent last year. Our gross margin percentage increased largely due to improved customer pricing, commodity price deflation, and a higher mix of value-added sales.
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Pro forma net interest expense was
$43.2 million excluding certain one-time financing costs and normalized for the incremental debt issued to finance the ProBuild acquisition. See supplemental schedule attached for the components of interest expense.
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Pro forma income tax expense in the third quarter of 2015 was
$1.2 million compared to$1.5 million in the third quarter of 2014.
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Normalizing for facility closure costs, certain non-recurring or transaction related items, and other adjustments as detailed in the attached reconciliation, adjusted net income was
$34 .7 million, or$0.31 per diluted share, compared to$15.8 million , or$0.14 per diluted share, in the third quarter of 2014.
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Adjusted EBITDA in the third quarter of 2015 was
$113.6 million , or 6.7 percent of sales, compared to$95.9 million , or 5.6 percent of sales in 2014. This represents 18.5 percent growth on a year over year basis. See attached reconciliation.
GAAP Third Quarter 2015 Information Compared to GAAP Third Quarter 2014
ProBuild's financial results are only included in the combined company's financial statements from the closing date forward and are not reflected in the combined company's historical financial statements. Accordingly, ProBuild's financial results are not included in the Generally Accepted Accounting Principles ("GAAP") results for any periods prior to the closing.
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Sales for the three months ended
September 30, 2015 were$1,276.1 million , a 193.4 percent increase over sales of$434.9 million for the three months endedSeptember 30, 2014 . Sales increased$821.6 million or 188.9 percent due primarily to the ProBuild acquisition. -
Gross margin increased
$227.1 million to$324.8 million . Of this increase,$210.7 million is due to the acquisition of ProBuild. -
Net interest expense was
$46.0 million in the third quarter of 2015, an increase of$39.6 million from the third quarter of 2014. The increase was primarily related to the financing transactions associated with the acquisition of ProBuild. -
Net loss was
$8.8 million , or a$0.08 loss per diluted share, compared to net income of$8.5 million , or$0.07 per diluted share, in the third quarter of 2014,primarily due to transaction related expenses.
Liquidity and Capital Resources
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Total liquidity at
September 30, 2015 was$685.7million , consisting of net borrowing availability under the 2015 revolving credit facility and cash on hand. We had$135.0 million in outstanding borrowings under our 2015 facility as ofSeptember 30, 2015 . See the attached interest reconciliation. -
In the third quarter, we paid down approximately
$160 million on the 2015 revolving credit facility subsequent to the acquisition close. -
On
July 31, 2015 , we completed the acquisition of ProBuild. For more information regarding the effect of the ProBuild acquisition on our liquidity, please refer to our Registration Statement on Form S-3 (Registration No. 333-203824) and the related prospectus supplement.
Acquisition and Integration Update
On
- Increased scale and diversification
- Opportunity to expand sales of higher margin products
-
$100 -$120 million of targeted run rate cost savings before one-time expenses - Favorable timing given the projected housing market recovery and long term growth potential
We are very pleased with the progress and pace of the integration efforts so far. Management and operating teams are in place, and are driving our joint business goals. All six ProBuild Senior Vice Presidents of Operations joined
We have projected annualized cost savings of
Outlook
Concluding,
Conference Call
About
2014 Pro Forma Sales:
Headquartered in
Cautionary Notice
Statements in this news release and the schedules hereto that are not purely historical facts or that necessarily depend upon future events, including statements about expected market share gains, forecasted financial performance or other statements about anticipations, beliefs, forecasted cost savings, 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. All forward-looking statements are based upon information available to
Financial Schedules to Follow
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Financial Data | ||
(Adjusted and unaudited) | ||
Three Months Ended |
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2015 | 2014 | |
(in millions except per share amounts) | ||
Pro forma net sales | $ 1,699.0 | $ 1,711.3 |
Sales adjustment for closed locations | (0.9) | (11.8) |
Pro forma net sales excluding closed locations | 1,698.1 | 1,699.5 |
Pro forma gross margin | 440.5 | 415.0 |
Pro forma gross margin % | 25.9% | 24.3% |
Adjusted EBITDA | 113.6 | 95.9 |
Adjusted EBITDA margin % | 6.7% | 5.6% |
Pro forma depreciation and amortization | (32.3) | (27.7) |
Pro forma interest expense, net | (43.2) | (43.0) |
Pro forma income tax expense | (1.2) | (1.5) |
Other adjustments | (2.2) | (7.9) |
Adjusted Net Income | $ 34.7 | $ 15.8 |
Basic adjusted net income per share: | $ 0.32 | $ 0.15 |
Diluted adjusted net income per share: | $ 0.31 | $ 0.14 |
Pro forma weighted average common shares (in millions) | ||
Basic | 108.9 | 107.3 |
Diluted | 113.1 | 109.6 |
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||
(Unaudited) | ||
Three Months Ended | ||
|
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2015 | 2014 | |
(In thousands, except per share amounts) | ||
Net sales |
|
|
Cost of sales | 951,289 | 337,260 |
Gross margin | 324,774 | 97,647 |
Selling, general and administrative expenses | 286,533 | 82,062 |
Income from operations | 38,241 | 15,585 |
Interest expense, net | 46,005 | 6,393 |
Income (loss) from continuing operations before income taxes | (7,764) | 9,192 |
Income tax expense | 993 | 453 |
Income (loss) from continuing operations | (8,757) | 8,739 |
Income (loss) from discontinued operations (net of income tax expense of |
-- | (235) |
Net Income (loss) |
|
|
Comprehensive Income (loss) |
|
|
Basic net income (loss) per share: | ||
Income (loss) from continuing operations |
|
|
Income (loss) from discontinued operations | 0.00 | (0.00) |
Net Income (loss) |
|
|
Diluted net income (loss) per share: | ||
Income (loss) from continuing operations |
|
|
Income (loss) from discontinued operations | 0.00 | (0.00) |
Net Income (loss) |
|
|
Weighted average common shares: | ||
Basic | 105,856 | 98,104 |
Diluted | 105,856 | 100,360 |
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CONDENSED CONSOLIDATED BALANCE SHEETS | ||
(Unaudited) | ||
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|
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2015 | 2014 | |
(Unaudited) | ||
(In thousands, except per share amounts) | ||
ASSETS | ||
Current assets: | ||
Cash and cash equivalents |
|
|
Accounts receivable, less allowance of |
657,867 | 140,064 |
Other receivables | 53,380 | 24,070 |
Inventories, net | 502,269 | 138,156 |
Other current assets | 25,832 | 11,477 |
Total current assets | 1,340,533 | 331,540 |
Property, plant and equipment, net | 736,632 | 75,679 |
Assets held for sale | 10,581 | 1,395 |
|
596,407 | 139,774 |
Intangible assets, net | 334,150 | 17,228 |
Other assets, net | 19,531 | 8,449 |
Total assets |
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|
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Current liabilities: | ||
Checks outstanding |
|
$ -- |
Accounts payable | 420,229 | 74,427 |
Accrued liabilities | 314,584 | 67,666 |
Current maturities of long-term debt and lease obligations | 30,365 | 30,074 |
Total current liabilities | 823,807 | 172,167 |
Long-term debt and lease obligations, net of current maturities, debt discount and deferred loan costs | 1,996,818 | 344,829 |
Other long-term liabilities | 61,691 | 16,869 |
Total liabilities | 2,882,316 | 533,865 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, |
-- | -- |
Common stock, |
1,092 | 982 |
Additional paid-in capital | 507,550 | 380,091 |
Accumulated deficit | (353,124) | (340,873) |
Total stockholders' equity | 155,518 | 40,200 |
Total liabilities and stockholders' equity |
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
Nine months ended | ||
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2015 | 2014 | |
(Unaudited) | ||
(In thousands) | ||
Cash flows from operating activities: | ||
Net income (loss) |
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 30,635 | 6,413 |
Asset impairments | 1,438 | -- |
Amortization and write-off of deferred loan costs | 16,751 | 1,816 |
Amortization of debt discount | 120 | -- |
Fair value adjustment of stock warrants | 4,563 | (1,321) |
Deferred income taxes | 396 | 361 |
Bad debt expense | 797 | (364) |
Stock compensation expense | 4,972 | 3,910 |
Net gain on sale of assets | (587) | (119) |
Changes in assets and liabilities, net of assets acquired and liabilities assumed: | ||
Receivables | (30,513) | (23,744) |
Inventories | 31,615 | (6,595) |
Other current assets | (2,255) | (2,289) |
Other assets and liabilities | 2,227 | (490) |
Accounts payable and checks outstanding | 32,380 | 15,798 |
Accrued liabilities | 38,481 | 21,391 |
Net cash provided by operating activities | 118,769 | 30,496 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (28,313) | (14,522) |
Proceeds from sale of property, plant and equipment | 2,409 | 120 |
Cash used for acquisitions, net | (1,465,117) | (33,165) |
Net cash used in investing activities | (1,491,021) | (47,567) |
Cash flows from financing activities: | ||
Borrowings under revolving credit facility | 320,000 | 30,000 |
Repayments under revolving credit facility | (215,000) | -- |
Proceeds from issuance of notes | 700,000 | -- |
Proceeds from term loan | 594,000 | -- |
Repayments of long-term debt and other loans | (1,365) | (50) |
Payments of loan costs | (56,632) | (34) |
Proceeds from public offering of common stock, net of issuance costs | 111,315 | -- |
Exercise of stock options | 4,332 | 1,535 |
Repurchase of common stock | (986) | (1,306) |
Net cash provided by financing activities | 1,455,664 | 30,145 |
Net change in cash and cash equivalents | 83,412 | 13,074 |
Cash and cash equivalents at beginning of period | 17,773 | 54,696 |
Cash and cash equivalents at end of period |
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Reconciliation of Adjusted Non-GAAP Financial Measures to their GAAP Equivalents (unaudited) |
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Note: The company provided detailed explanations of these non-GAAP financial measures in its Form 8-K filed with the |
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Three months ended |
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2015 | 2014 | |
(in millions) | ||
Reconciliation to Adjusted EBITDA: | ||
Reported GAAP Net Income (loss) | $ (8.8) | $ 8.5 |
Pre-Close ProBuild Net Income (1) | 5.7 | 36.8 |
Pro forma interest adjustment | 6.0 | (23.1) |
Acquisition depreciation and amortization adjustments | (3.9) | (10.1) |
Other pro forma adjustments | 1.0 | 2.1 |
Acquisition related expenses | 19.2 | -- |
Pro forma Net Income | 19.2 | 14.2 |
Integration related expenses | 14.1 | -- |
Facility closure costs | 1.4 | 1.6 |
Adjusted Net Income | 34.7 | 15.8 |
Reconciling items: | ||
Pro forma depreciation and amortization expense | 32.3 | 27.7 |
Pro forma interest expense, net | 43.2 | 43.0 |
Pro forma income tax expense | 1.2 | 1.5 |
Stock compensation expense | 1.6 | 2.0 |
ProBuild long term incentive plan | -- | 1.1 |
(Gain)/loss on sale and asset impairments | 0.4 | 1.9 |
Other management-identified adjustments (2) | 0.2 | 2.9 |
Adjusted EBITDA | $ 113.6 | $ 95.9 |
Adjusted EBITDA Margin | 6.7% | 5.6% |
(1) Represents July Net Income in 2015 and full third quarter in 2014 | ||
(2) Primarily relates to full year impact of cost saving or one-time or extraordinary cost items and losses from closed ProBuild locations |
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Pro Forma Sales Excluding Closed Locations by Product Category | ||||
(unaudited) | ||||
Three months ended |
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2015 | 2014 | |||
(in millions) | ||||
Lumber & Lumber Sheet Goods | $ 554.4 | 32.6% | $ 588.7 | 34.7% |
Windows, Doors & Millwork | 342.7 | 20.2% | 323.4 | 19.0% |
Manufactured Products | 284.6 | 16.8% | 270.9 | 15.9% |
Gypsum, Roofing & Insulation | 157.9 | 9.3% | 162.2 | 9.5% |
Siding, Metal & Concrete Products | 166.5 | 9.8% | 164.0 | 9.7% |
Other | 192.0 | 11.3% | 190.3 | 11.2% |
Total adjusted net sales | $ 1,698.1 | 100.0% | $ 1,699.5 | 100.0% |
Builders FirstSource | ||||
Unaudited Pro Forma Condensed Combined Statement of Operations | ||||
For the Three Months Ended September 30, 2015 | ||||
Historical | ||||
Builders FirstSource |
ProBuild July |
Pro Forma Adjustments |
Pro Forma Combined Company |
|
(in millions except per share amounts) | ||||
Net Sales | $ 1,276.1 | $ 422.9 | $ -- | $ 1,699.0 |
Cost of Sales | 951.3 | 304.2 | 3.0 | 1,258.5 |
Gross profit | 324.8 | 118.7 | (3.0) | 440.5 |
Operating Expenses | ||||
Selling, general and administrative | 284.7 | 109.6 | (18.8) | 375.5 |
Facility closure costs | 1.9 | -- | (0.5) | 1.4 |
Total operating expenses | 286.6 | 109.6 | (19.3) | 376.9 |
Income from operations | 38.2 | 9.1 | 16.3 | 63.6 |
Interest expense, net | 46.0 | 3.2 | (6.0) | 43.2 |
Income (loss) from continuing operations before income tax | (7.8) | 5.9 | 22.3 | 20.4 |
Income tax expense | 1.0 | 0.2 | -- | 1.2 |
Income (loss) from continuing operations | (8.8) | 5.7 | 22.3 | 19.2 |
Loss from discontinued operations | -- | -- | -- | -- |
Net income (loss) | $ (8.8) | $ 5.7 | $ 22.3 | $ 19.2 |
Net income (loss) per share: | ||||
Basic | $ (0.08) | $ 0.18 | ||
Diluted | $ (0.08) | $ 0.17 | ||
Weighted average common shares outstanding (in millions) | ||||
Basic | 105.9 | -- | 3.0 | 108.9 |
Diluted | 105.9 | -- | 7.2 | 113.1 |
Builders FirstSource | ||||
Unaudited Pro Forma Condensed Combined Statement of Operations | ||||
For the Three Months Ended September 30, 2014 | ||||
Historical | ||||
FirstSource |
ProBuild |
Pro Forma Adjustments |
Pro Forma Combined Company |
|
(in millions except per share amounts) | ||||
Net Sales | $ 434.9 | $ 1,276.4 | $ -- | $ 1,711.3 |
Cost of Sales | 337.2 | 950.0 | 9.1 | 1,296.3 |
Gross profit | 97.7 | 326.4 | (9.1) | 415.0 |
Operating Expenses | ||||
Selling, general and administrative | 82.0 | 275.2 | (2.7) | 354.5 |
Facility closure costs | 0.1 | -- | 1.5 | 1.6 |
Total operating expenses | 82.1 | 275.2 | (1.2) | 356.1 |
Income (loss) from operations | 15.6 | 51.2 | (7.9) | 58.9 |
Interest expense, net | 6.4 | 13.5 | 23.1 | 43.0 |
Income (loss) from continuing operations before income tax | 9.2 | 37.7 | (31.0) | 15.9 |
Income tax expense | 0.5 | 1.0 | -- | 1.5 |
Income (loss) from continuing operations | 8.7 | 36.7 | (31.0) | 14.4 |
Loss from discontinued operations | 0.2 | -- | -- | 0.2 |
Net income (loss) | $ 8.5 | $ 36.7 | $ (31.0) | $ 14.2 |
Net income (loss) per share: | ||||
Basic | $ (0.09) | $ 0.13 | ||
Diluted | $ (0.07) | $ 0.13 | ||
Weighted average common shares outstanding (in millions) | ||||
Basic | 98.1 | -- | 9.2 | 107.3 |
Diluted | 100.4 | -- | 9.2 | 109.6 |
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Interest Expense Reconciliation | |||||
(unaudited) | |||||
Three months ended |
Adjusted Annual Estimate (1) |
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2015 | 2014 | 2015 | |||
As Reported GAAP | Adjusted | ||||
(in millions) | |||||
Detail of Net Interest Expense: | |||||
2021 notes | $ 6.7 | $ 6.7 | $ 26.7 | ||
2023 notes | 12.5 | -- | 75.3 | ||
2015 term loan (2) | 6.2 | -- | 36.5 | ||
2015 facility (3) | 1.2 | -- | 6.1 | ||
2013 facility | 0.2 | 0.4 | -- | ||
Change in fair value of stock warrants(1) | -- | (1.3) | -- | ||
Amortization of deferred loan costs & debt discount (2), (4) | 1.5 | 0.6 | 8.2 | ||
One-time financing costs | 13.2 | -- | -- | ||
Partial write-off of DIC on 2013 facility | 0.9 | -- | -- | ||
Lease finance obligations | 3.6 | -- | 21.4 | ||
Interest expense, net | $ 46.0 | $ 6.4 | $ 174.2 | ||
(1) Excludes issuance cost or one time items. Assumes current borrowing rates on variable debt. | |||||
(2) Adjusted estimates were based on the Oct '15-Sep '16 period to produce annual estimates. | |||||
(3) Assumed |
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(4) Non-cash item |
CONTACT:Source:Jennifer Pasquino SVP Investor RelationsBuilders FirstSource, Inc. (303) 262-8571
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