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EX-31.1 - EX-31.1 - BMC STOCK HOLDINGS, INC.stck-06302015xex311.htm
EX-31.2 - EX-31.2 - BMC STOCK HOLDINGS, INC.stck-06302015xex312.htm
EX-32.1 - EX-32.1 - BMC STOCK HOLDINGS, INC.stck-06302015xex321.htm
EX-32.2 - EX-32.2 - BMC STOCK HOLDINGS, INC.stck-06302015xex322.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________

Form 10-Q

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

For the quarterly period ended June 30, 2015

OR

o 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 001-36050

Stock Building Supply Holdings, Inc.

(Exact name of Registrant as specified in its charter)
Delaware
26-4687975
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification No.)
8020 Arco Corporate Drive, Suite 400
Raleigh, North Carolina
27617
(Address of principal executive offices)
(Zip Code)

(919) 431-1000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

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 x    No o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
Accelerated filer
x
Non-accelerated filer
o  (Do not check if a smaller reporting company)
Smaller reporting company
o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares outstanding of the Registrant’s common stock, par value $0.01 per share, at August 4, 2015 was 26,184,593 shares.

 






STOCK BUILDING SUPPLY HOLDINGS, INC. AND SUBSIDIARIES
Table of Contents to Form 10-Q
 
PART I - FINANCIAL INFORMATION
 
Item 1
 
 
 
 
 
Item 2
Item 3
Item 4
 
PART II - OTHER INFORMATION
 
Item 1
Item 1A
Item 2
Item 3
Item 4
Item 5
Item 6
 

i




PART I. FINANCIAL INFORMATION
ITEM 1    FINANCIAL STATEMENTS
STOCK BUILDING SUPPLY HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share and per share amounts)
 
June 30,
2015
 
December 31,
2014
Assets
 
 
 
 
Current assets
 
 
 
 
Cash and cash equivalents
 
$
6,934

 
$
5,806

Restricted assets
 
605

 
1,076

Accounts receivable, net
 
132,904

 
114,448

Inventories, net
 
109,242

 
98,259

Costs in excess of billings on uncompleted contracts
 
11,132

 
7,981

Current income taxes receivable
 

 
4,863

Prepaid expenses and other current assets
 
15,176

 
11,718

Deferred income taxes
 
1,853

 
4,081

Total current assets
 
277,846

 
248,232

Property and equipment, net of accumulated depreciation
 
83,428

 
90,611

Intangible assets, net of accumulated amortization
 
21,376

 
22,536

Goodwill
 
7,186

 
7,186

Restricted assets
 
1,041

 
861

Other assets
 
1,225

 
1,792

Total assets
 
$
392,102

 
$
371,218

Liabilities and Stockholders' Equity
 
 
 
 
Current liabilities
 
 
 
 
Accounts payable
 
$
97,449

 
$
72,029

Accrued expenses and other liabilities
 
33,563

 
32,957

Income taxes payable
 
3,388

 

Current portion of restructuring reserve
 
874

 
892

Current portion of capital lease obligation
 
2,741

 
1,706

Billings in excess of costs on uncompleted contracts
 
908

 
592

Total current liabilities
 
138,923

 
108,176

Revolving line of credit
 
74,748

 
90,114

Long-term portion of capital lease obligation
 
9,893

 
5,955

Deferred income taxes
 
12,828

 
18,880

Other long-term liabilities
 
9,086

 
7,222

Total liabilities
 
245,478

 
230,347

Commitments and contingencies (Note 10)
 

 

Stockholders' equity
 
 
 
 
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding at June 30, 2015 and December 31, 2014
 

 

Common stock, $0.01 par value, 300,000,000 shares authorized, 26,189,427 and 26,176,056 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively
 
262

 
262

Additional paid-in capital
 
148,664

 
147,340

Retained deficit
 
(2,302
)
 
(6,731
)
Total stockholders' equity
 
146,624

 
140,871

Total liabilities and stockholders' equity
 
$
392,102

 
$
371,218


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


1



STOCK BUILDING SUPPLY HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in thousands, except share and per share amounts)
 
2015
 
2014
 
2015
 
2014
Net sales
 
$
350,065

 
$
344,586

 
$
647,685

 
$
624,569

Cost of goods sold
 
263,654

 
262,372

 
489,953

 
477,113

Gross profit
 
86,411

 
82,214

 
157,732

 
147,456

Selling, general and administrative expenses
 
74,655

 
71,086

 
144,580

 
138,213

Depreciation expense
 
2,243

 
1,641

 
4,318

 
3,109

Amortization expense
 
597

 
564

 
1,160

 
1,127

Impairment of assets held for sale
 

 

 

 
48

Merger-related costs
 
3,262

 

 
3,469

 

Public offering transaction-related costs
 

 

 

 
448

Restructuring expense
 
205

 
2

 
397

 
9

 
 
80,962

 
73,293

 
153,924

 
142,954

Income from operations
 
5,449

 
8,921

 
3,808

 
4,502

Other income (expense)
 
 
 
 
 
 
 
 
Interest expense
 
(677
)
 
(668
)
 
(1,388
)
 
(1,299
)
Other income, net
 
196

 
170

 
808

 
413

Income from continuing operations before income taxes
 
4,968

 
8,423

 
3,228

 
3,616

Income tax expense (benefit)
 
2,437

 
2,943

 
(1,154
)
 
1,445

Income from continuing operations
 
2,531

 
5,480

 
4,382

 
2,171

Income from discontinued operations, net of income tax expense of $24, $94, $29 and $108, respectively
 
39

 
147

 
47

 
168

Net income
 
$
2,570

 
$
5,627

 
$
4,429

 
$
2,339

 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding
 
 
 
 
 
 
 
 
Basic
 
26,097,615

 
25,722,671

 
26,094,881

 
25,703,449

Diluted
 
26,329,951

 
26,224,550

 
26,299,041

 
26,212,787

 
 
 
 
 
 
 
 
 
Basic earnings per share
 
 
 
 
 
 
 
 
Income from continuing operations
 
$
0.10

 
$
0.21

 
$
0.17

 
$
0.08

Income from discontinued operations
 

 
0.01

 

 
0.01

Net income per share
 
$
0.10

 
$
0.22

 
$
0.17

 
$
0.09

 
 
 
 
 
 
 
 
 
Diluted earnings per share
 
 
 
 
 
 
 
 
Income from continuing operations
 
$
0.10

 
$
0.21

 
$
0.17

 
$
0.08

Income from discontinued operations
 

 

 

 
0.01

Net income per share
 
$
0.10

 
$
0.21

 
$
0.17

 
$
0.09

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


2



STOCK BUILDING SUPPLY HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
 
Six Months Ended June 30,
(in thousands)
 
2015
 
2014
Cash flows from operating activities
 
 
 
 
Net income
 
$
4,429

 
$
2,339

Adjustments to reconcile net income to net cash provided by (used in) operating activities
 
 
 
 
Depreciation expense
 
6,484

 
5,319

Amortization of intangible assets
 
1,160

 
1,127

Amortization of debt issuance costs
 
226

 
239

Deferred income taxes
 
(3,824
)
 
(3,005
)
Non-cash stock compensation expense
 
1,326

 
980

Impairment of assets held for sale
 

 
96

Gain on sale of property, equipment and real estate
 
(263
)
 
(684
)
Bad debt expense
 
1,288

 
259

Change in assets and liabilities
 
 
 
 
Accounts receivable
 
(18,521
)
 
(19,973
)
Inventories, net
 
(10,209
)
 
(26,260
)
Accounts payable
 
25,579

 
28,609

Other assets and liabilities
 
3,520

 
(927
)
Net cash provided by (used in) operating activities
 
11,195

 
(11,881
)
Cash flows from investing activities
 
 
 
 
Purchases of property and equipment
 
(7,385
)
 
(12,837
)
Purchase of business
 
(2,025
)
 

Proceeds from sale-leaseback transactions, net
 
15,296

 

Proceeds from sale of property, equipment and real estate
 
390

 
2,603

Change in restricted assets
 
291

 
503

Net cash provided by (used in) investing activities
 
6,567

 
(9,731
)
Cash flows from financing activities
 
 
 
 
Proceeds from revolving line of credit
 
674,169

 
681,675

Repayments of proceeds from revolving line of credit
 
(689,535
)
 
(649,913
)
Other financing activities
 
(1,268
)
 
(2,172
)
Net cash (used in) provided by financing activities
 
(16,634
)
 
29,590

Net increase in cash and cash equivalents
 
1,128

 
7,978

Cash and cash equivalents
 
 
 
 
Beginning of period
 
5,806

 
1,138

End of period
 
$
6,934

 
$
9,116

 
 
 
 
 
Supplemental disclosure of cash flow information
 
 
 
 
Non-cash investing and financing transactions
 
 
 
 
Assets acquired under capital lease obligations
 
$
6,422

 
$
945

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


3



STOCK BUILDING SUPPLY HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1.    Organization
Stock Building Supply Holdings, Inc. and its subsidiaries (the “Company,” “we,” “us” and “our”) distributes lumber and building materials to new construction and repair and remodeling contractors. Additionally, we provide solution-based services to our customers, including component design, product specification and installation management services.
Due to the seasonal nature of our industry, sales are usually lower in the first and fourth quarters than in the second and third quarters.
2.    Basis of Presentation
The condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) that permit reduced disclosure for interim periods. The condensed consolidated balance sheet as of December 31, 2014 was derived from audited financial statements, but does not include all necessary disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The unaudited condensed consolidated financial statements include all accounts of the Company and its subsidiaries and, in the opinion of management, 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. These unaudited financial statements should be read in conjunction with the Company’s 2014 Annual Report on Form 10-K. 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. All material intercompany accounts and transactions have been eliminated in consolidation.
Comprehensive income
Comprehensive income is equal to the net income for all periods presented.
Recently issued accounting pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 provides a comprehensive revenue recognition model requiring companies to recognize revenue for the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In July 2015, the FASB voted to defer the effective date of ASU 2014-09 by one year, and therefore the standard is effective for the Company’s annual and interim periods beginning on January 1, 2018. Early application is permitted, but only for the Company’s annual and interim periods beginning on January 1, 2017. The guidance permits the use of either a retrospective or cumulative effect transition method. We have not yet selected a transition method and are currently evaluating the impact of the standard on our current accounting policies.
In April 2015, the FASB issued Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the associated debt liability, consistent with the presentation of debt discounts, instead of as an asset. ASU 2015-03 is effective for the Company’s annual and interim periods beginning on January 1, 2016. Early adoption is permitted. We are currently evaluating the impact of the standard on our current accounting policies.
In April 2015, the FASB issued Accounting Standards Update No. 2015-05, Customer's Accounting for Fees Paid in a Cloud Computing Arrangement ("ASU 2015-05"). ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer's accounting for service contracts. ASU 2015-05 is effective for the Company’s annual and interim periods beginning on January 1, 2016. Early adoption is permitted. We are currently evaluating the impact of the standard on our current accounting policies.
In July 2015, the FASB issued Accounting Standards Update No. 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”). ASU 2015-11 requires that inventory within the scope of the guidance be measured at the lower of cost and net realizable value. Prior to the issuance of the standard, inventory was measured at the lower of cost or market, where market was defined as replacement cost, with a ceiling of net realizable value and floor of net realizable value less a normal profit margin. Inventory

4



measured using last-in, first-out (LIFO) and the retail inventory method are not impacted by the new guidance. Prospective application is required and early adoption is permitted. ASU 2015-11 is effective for the Company’s annual and interim periods beginning on January 1, 2017. We have not yet evaluated the impact of the standard on our current accounting policies.
3.    Merger Agreement with Building Materials Holding Corporation
On June 2, 2015, the Company and Building Materials Holding Corporation, a Delaware corporation (“BMC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which BMC, subject to certain conditions, will be merged with and into the Company, with the Company surviving the merger (the “Merger”).

Under the terms of the Merger Agreement, which has been unanimously approved by the board of directors of each company, BMC stockholders will receive 0.5231 newly issued Company shares for each BMC share. Upon the closing of the transaction, BMC stockholders will own approximately 60% of the merged entity, with stockholders of the Company immediately prior to the closing of the Merger owning approximately 40%. The transaction is structured to be tax-free to the stockholders of both companies, and is expected to close in the fourth quarter of 2015, subject to approval by the stockholders of the Company and BMC and typical regulatory clearances.

On June 25, 2015, the Company received notification that early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (“HSR”), for the Merger had been granted by the United States Federal Trade Commission. The early termination of the waiting period under HSR satisfied one of the conditions to the closing of the Merger.

The Merger Agreement contains customary representations and warranties from both the Company and BMC, and each party has agreed to customary covenants, including, among others, covenants relating to the conduct of its business during the interim period between the execution of the Merger Agreement and the effective time of the Merger. In addition, the Company and BMC have made customary non-solicitation covenants prohibiting each from (i) soliciting, providing non-public information or engaging or participating in any discussions or negotiations concerning proposals relating to alternative business combination transactions, or (ii) entering into an acquisition agreement in connection with such an alternative business combination transaction, in each case, except as permitted under the Merger Agreement.

The Merger Agreement contains certain termination rights for the Company and BMC, including in the event that (i) the Merger is not consummated on or before December 31, 2015, (ii) the approval of the stockholders of the Company is not obtained at a stockholder meeting, (iii) the approval of the stockholders of BMC is not obtained pursuant to written consent, (iv) the other party’s board of directors changes its recommendation to its stockholders due to an intervening event or (v) either the Company or BMC terminates the Merger Agreement to enter into a binding agreement providing for a superior alternative transaction. The Merger Agreement further provides that, upon termination of the Merger Agreement under specified circumstances, including in connection with a change in the recommendation of the board of directors of the Company or BMC or a termination of the Merger Agreement by the Company or BMC to enter into a binding agreement providing for a superior alternative transaction, the Company or BMC, as the case may be, will pay to the other party a termination fee. The termination fee payable by the Company equals $15.7 million in cash. The termination fee payable by BMC equals $23.6 million in cash.

For further information related to the Merger, please refer to our Current Report on Form 8-K filed with the SEC on June 5, 2015. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement included as Exhibit 2.1 to this Quarterly Report on Form 10-Q.

The Company incurred Merger-related costs of $3.3 million and $3.5 million for the three and six months ended June 30, 2015, respectively.

4.    Acquisition of Guilford Builders Supply
On June 1, 2015, the Company acquired certain assets and assumed certain liabilities of Guilford Builders Supply (“GBS”), a provider of building materials and custom millwork located in Greensboro, North Carolina, for a preliminary purchase price of $2.2 million. The purchase price includes an initial holdback of $0.2 million due to the sellers on June 1, 2016. The holdback amount may be reduced under certain circumstances, including the Company’s inability to collect upon acquired receivables.

The acquisition was accounted for by the acquisition method, whereby the results of operations of GBS are included in the Company’s consolidated financial statements beginning on the acquisition date. The purchase price was allocated to the assets acquired and liabilities assumed. No goodwill resulted from the acquisition. The impact of the acquisition on our operating results was not significant for the reporting of pro forma financial information.


5



The Company incurred transaction costs of $0.1 million for the three and six months ended June 30, 2015, which are included in selling, general and administrative expenses on the condensed consolidated statements of operations.

5.    Discontinued Operations
The results of operations for the Company’s discontinued operations, which include certain operations that were sold or exited in certain prior years, are as follows:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in thousands)
 
2015
 
2014
 
2015
 
2014
Net sales
 
$

 
$

 
$

 
$

Restructuring charges
 

 
11

 

 
16

Gain before income taxes
 
63

 
241

 
76

 
276

Income tax expense
 
24

 
94

 
29

 
108

Net income
 
39

 
147

 
47

 
168

The assets and liabilities of discontinued operations reflected on the consolidated balance sheets at June 30, 2015 and December 31, 2014 are as follows:
(in thousands)
 
June 30, 
 2015
 
December 31, 
 2014
Prepaid expenses and other current assets
 
$

 
$
7

Current assets of discontinued operations
 

 
7

Accrued expenses and other liabilities
 

 
175

Current portion of restructuring reserve
 

 
71

Current liabilities of discontinued operations
 
$

 
$
246

6.    Restructuring Costs
In addition to the discontinued operations, the Company has instituted store closures, store relocations and reductions in headcount in certain markets (collectively, the “Restructurings”) in an effort to: (i) strengthen the Company’s competitive position, (ii) reduce costs and (iii) improve operating margins within these markets. No significant additional costs are expected to be incurred related to the Restructurings.
The following table summarizes the restructuring expenses incurred in connection with the Restructurings and the remaining reserves as of June 30, 2015:
(in thousands)
 
Lease Termination Costs
 
Other Exit Costs
 
One-Time Employee Termination Benefits
 
Total
Restructuring reserve, December 31, 2014
 
$
1,810

 
$

 
$
14

 
$
1,824

Restructuring charges incurred
 
89

 
308

 

 
397

Cash payments
 
(508
)
 
(308
)
 
(14
)
 
(830
)
Restructuring reserve, June 30, 2015
 
$
1,391

 
$

 
$

 
$
1,391

The remaining accrual for lease termination costs, which includes costs that will continue to be incurred under lease agreements without economic benefit to the Company, is expected to be fully paid by January 2017 as the related leases expire.

The restructuring reserve at June 30, 2015 consists of a current portion of $0.9 million and a long-term portion of $0.5 million. The long-term portion is included in other long-term liabilities on the condensed consolidated balance sheets.

6



7.    Accounts Receivable
Accounts receivable consist of the following at June 30, 2015 and December 31, 2014:
(in thousands)
 
June 30, 
 2015
 
December 31, 
 2014
Trade receivables
 
$
137,389

 
$
118,531

Allowance for doubtful accounts
 
(2,290
)
 
(2,101
)
Allowance for sales returns and discounts
 
(2,195
)
 
(1,982
)
 
 
$
132,904

 
$
114,448

8.    Secured Credit Agreement
On June 30, 2009, the Company entered into a Secured Credit Agreement (the “Credit Agreement”) with Wells Fargo Capital Finance (“WFCF”), which includes a revolving line of credit (the “Revolver”). The Revolver has been amended for changes in financial covenants, maximum availability, maturity date, interest rate and other terms. The following is a summary of the significant terms of the Revolver as of June 30, 2015:
Maturity
December 31, 2017
Interest/Usage Rate
Company’s option of Base Rate(a) plus a Base Rate Margin (ranges from 0.50%–1.00% based on Revolver availability) or LIBOR plus a LIBOR Rate Margin (ranges from 1.50%–2.00% based on Revolver availability)
Maximum Availability
Lesser of $200 million or the borrowing base(b)
Periodic Principal Payments
None
(a)
Base Rate is the higher of (i) the Federal Funds Rate plus 0.5% or (ii) the prime rate.
(b)
The Revolver’s borrowing base is calculated as the sum of (i) 85% of the Company’s eligible accounts receivable plus (ii) the lesser of 90% of the eligible credit card receivables and $5 million plus (iii) the lesser of $150 million, 65% of the eligible inventory or 85% of the net liquidation value of eligible inventory as defined in the Credit Agreement plus (iv) the lesser of $30 million, 85% of the net liquidation value of eligible fixed assets or the net book value of fixed assets, all as defined in the Credit Agreement, minus (v) reserves from time to time set by the administrative agent. The Company’s borrowing base can also be increased pursuant to certain terms outlined in the Credit Agreement.
The Credit Agreement provides that the Company can use the Revolver availability to issue letters of credit. The fees on any outstanding letters of credit issued under the Revolver include a participation fee equal to the LIBOR Rate Margin. The fee on the unused portion of the Revolver is 0.25%. The Revolver includes a financial covenant that requires the Company to maintain a minimum Fixed Charge Coverage Ratio of 1.00:1.00 as defined by the Credit Agreement. The Fixed Charge Coverage Ratio requirement is only applicable if Adjusted Liquidity, defined as the sum of (i) availability under the Revolver and (ii) Qualified Cash (which includes cash and cash equivalents in deposit accounts or securities accounts or any combination thereof that are subject to a control agreement), is less than $20 million, and remains in effect until the date on which Adjusted Liquidity has been greater than or equal to $20 million for a period of 30 consecutive days. While there can be no assurances, based upon the Company’s forecast, the Company does not expect the financial covenants to become applicable during the year ending December 31, 2015.
The Company had outstanding borrowings of $74.7 million and $90.1 million with net availability of $110.5 million and $72.6 million as of June 30, 2015 and December 31, 2014, respectively. The interest rate on outstanding LIBOR Rate borrowings of $73.0 million was 1.7% and the interest rate on outstanding Base Rate borrowings of $1.7 million was 3.8% as of June 30, 2015. The interest rate on outstanding LIBOR Rate borrowings of $84.0 million was 1.7% and the interest rate on outstanding Base Rate borrowings of $6.1 million was 3.8% as of December 31, 2014. The Company had $9.5 million and $8.2 million in letters of credit outstanding under the Credit Agreement as of June 30, 2015 and December 31, 2014, respectively. The Revolver is collateralized by substantially all assets of the Company. The carrying value of the Revolver at June 30, 2015 and December 31, 2014 approximates fair value as the Revolver contains a variable interest rate. As such, the fair value of the Revolver was classified as a Level 2 measurement in accordance with ASC 820, Fair Value Measurement.

7



9.    Income Taxes
The Company evaluates its deferred tax assets quarterly to determine if valuation allowances are required. In assessing the realizability of deferred tax assets, the Company considers both positive and negative evidence in determining whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The Company recognized valuation allowances of $1.9 million and $1.8 million against its deferred tax assets related to certain state tax jurisdictions as of June 30, 2015 and December 31, 2014, respectively. The Company is not permitted to carry back any of its existing tax net operating losses related to certain state tax jurisdictions; therefore, to the extent the Company generates future tax net operating losses, the Company may be required to increase the valuation allowance on deferred tax assets, which may increase the effective tax rate. However, given the Company’s current earnings and anticipated future earnings, there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow the Company to reach a conclusion that a significant portion, or all, of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that the Company is able to actually achieve.
As of December 31, 2014, the Company recognized a liability for uncertain tax positions of $2.9 million within accrued expenses and other liabilities on the condensed consolidated balance sheets related to a payment during 2013 to The Gores Group, LLC (“Gores”) to terminate our management services agreement with Gores (the “Gores Termination Fee”). During the three months ended March 31, 2015, the Company received new information, including a favorable tax ruling from the Internal Revenue Service. With this new information, the Company believes it is more likely than not that its recognition of the payment of the Gores Termination Fee as a deduction will be sustained under examination. During the three months ended March 31, 2015, the Company recognized a $3.0 million tax benefit (the “Gores Termination Fee Tax Benefit”), which resulted from the removal of the liability for uncertain tax positions of $2.9 million and an increase in its deferred tax assets of $0.2 million related to state net operating loss carry-forwards, which were offset by an increase in a valuation allowance of $0.1 million related to the expected realization of these state net operating loss carry-forwards. As of June 30, 2015, the Company has no remaining liabilities for uncertain tax positions.

For the three and six months ended June 30, 2015, the effective tax rate from continuing operations was 49.1% and (35.7)%, respectively. Excluding the discrete tax impact related to the Gores Termination Fee Tax Benefit and non-deductible Merger-related costs of $2.4 million, the effective tax rate from continuing operations was 32.3% and 31.6% for the three and six months ended June 30, 2015, respectively, which varied from the federal statutory rate of 35% primarily due to a permanent domestic manufacturing deduction under Internal Revenue Code Section 199 (the “Manufacturing Deduction”). For the three and six months ended June 30, 2014, the effective tax rate from continuing operations was 34.9% and 40.0%, respectively, which varied from the federal statutory rate of 35% primarily due to state taxes and non-deductible secondary offering transaction-related costs.

10.    Commitments and Contingencies
From time to time, various claims, legal proceedings and litigation are asserted or commenced against the Company principally arising from alleged product liability, warranty, casualty, construction defect, contract, tort, employment and other disputes. In determining loss contingencies, management considers the likelihood of loss as well as the ability to reasonably estimate the amount of such loss or liability. An estimated loss is recorded when it is considered probable that such a liability has been incurred and when the amount of loss can be reasonably estimated. It is not certain that the Company will prevail in these matters. However, the Company does not currently believe that the ultimate outcome of any pending matters will have a material adverse effect on its consolidated financial position, results of operations or cash flows.
In February 2015, the Company completed a sale-leaseback transaction under which it sold an operating facility, which had been purchased in 2014, to an unrelated third party for net proceeds of $15.3 million and entered into an operating lease with an initial term of 15 years. The Company recorded a deferred gain of $0.5 million, which will be amortized as a reduction to rent expense over the lease term.
11.    Stock Based Compensation
The following table highlights the expense related to stock based compensation for the three and six months ended June 30, 2015 and 2014:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in thousands)
 
2015
 
2014
 
2015
 
2014
Nonvested stock
 
$
123

 
$
187

 
$
241

 
$
388

Stock options
 
486

 
268

 
970

 
535

Restricted stock units
 
47

 
40

 
115

 
57

Stock based compensation
 
$
656

 
$
495

 
$
1,326

 
$
980


8



The following is a summary of nonvested stock and restricted stock unit activity for the six months ended June 30, 2015:
 
 
Nonvested Stock
 
Restricted Stock Units
 
 
Number of
Shares
Outstanding
 
Weighted
Average
Grant Date
Fair Value
 
Number of
Units
Outstanding
 
Weighted
Average
Grant Date
Fair Value
December 31, 2014
 
83,940

 
$
17.46

 
16,124

 
$
17.02

Granted
 

 

 

 

Vested
 

 

 
(11,124
)
 
18.39

Forfeited
 

 

 

 

June 30, 2015
 
83,940

 
$
17.46

 
5,000

 
$
13.96

The following is a summary of stock options award activity for the six months ended June 30, 2015:
 
 
Number of
Options
Outstanding
 
Weighted
Average
Exercise
Price
December 31, 2014
 
1,023,637

 
$
13.59

Granted
 

 

Exercised
 
(2,247
)
 
14.00

Forfeited
 
(22,120
)
 
17.69

Expired
 
(1,829
)
 
14.00

June 30, 2015
 
997,441

 
$
13.50

12.    Segments
ASC 280, Segment Reporting, defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.
The Company’s operating segments consist of the East and West divisions along with Coleman Floor, which offers professional flooring installation services. Due to the similar economic characteristics, nature of products, distribution methods and customers, the Company has aggregated our East and West operating segments into one reportable segment, “Geographic divisions.”
In addition to our reportable segment, the Company’s consolidated results include “Coleman Floor” and “Other reconciling items.” Other reconciling items is comprised of our corporate activities.
The following tables present Net Sales, Adjusted EBITDA and certain other measures for the reportable segment and total continuing operations for the three and six months ended June 30, 2015 and 2014:
 
 
Three Months Ended June 30, 2015
(in thousands)
 
Net Sales
 
Gross Profit
 
Depreciation & Amortization
 
Adjusted EBITDA
Geographic divisions
 
$
335,520

 
$
83,420

 
$
3,561

 
$
22,599

Coleman Floor
 
14,545

 
3,064

 
38

 
777

Other reconciling items
 

 
(73
)
 
329

 
(9,044
)
 
 
$
350,065

 
$
86,411

 
$
3,928

 
 

9



 
 
Three Months Ended June 30, 2014
(in thousands)
 
Net Sales
 
Gross Profit
 
Depreciation & Amortization
 
Adjusted EBITDA
Geographic divisions
 
$
331,390

 
$
80,002

 
$
3,144

 
$
21,382

Coleman Floor
 
13,196

 
2,212

 
29

 
(182
)
Other reconciling items
 

 

 
237

 
(8,260
)
 
 
$
344,586

 
$
82,214

 
$
3,410

 
 
 
 
Six Months Ended June 30, 2015
(in thousands)
 
Net Sales
 
Gross Profit
 
Depreciation & Amortization
 
Adjusted EBITDA
Geographic divisions
 
621,521

 
152,387

 
6,959

 
36,334

Coleman Floor
 
26,164

 
5,418

 
81

 
807

Other reconciling items
 

 
(73
)
 
604

 
(18,875
)
 
 
$
647,685

 
$
157,732

 
$
7,644

 
 
 
 
Six Months Ended June 30, 2014
(in thousands)
 
Net Sales
 
Gross Profit
 
Depreciation & Amortization
 
Adjusted EBITDA
Geographic divisions
 
599,843

 
143,120

 
5,963

 
30,188

Coleman Floor
 
24,726

 
4,336

 
53

 
(597
)
Other reconciling items
 

 

 
430

 
(16,541
)
 
 
$
624,569

 
$
147,456

 
$
6,446

 
 
Reconciliation to consolidated financial statements:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in thousands)
 
2015
 
2014
 
2015
 
2014
Income from continuing operations before income taxes
 
$
4,968

 
$
8,423

 
$
3,228

 
$
3,616

Interest expense
 
677

 
668

 
1,388

 
1,299

Depreciation and amortization
 
3,928

 
3,410

 
7,644

 
6,446

Impairment of assets held for sale
 

 

 

 
48

Merger-related costs
 
3,262

 

 
3,469

 

Public offering transaction-related costs
 

 

 

 
448

Restructuring expense
 
205

 
2

 
397

 
9

Non-cash stock compensation expense
 
656

 
495

 
1,326

 
980

Severance and other items related to store closures
 
524

 
(70
)
 
593

 
115

Other items
 
112

 
12

 
221

 
89

Adjusted EBITDA of Coleman Floor
 
(777
)
 
182

 
(807
)
 
597

Adjusted EBITDA of other reconciling items
 
9,044

 
8,260

 
18,875

 
16,541

Adjusted EBITDA of geographic divisions reportable segment
 
$
22,599

 
$
21,382

 
$
36,334

 
$
30,188


10



13.    Income (Loss) Per Common Share
Basic net income (loss) per share (“EPS”) is calculated by dividing net income (loss) attributable to common stockholders by the weighted average shares outstanding during the period. Diluted EPS is calculated by adjusting weighted average shares outstanding for the dilutive effect of potential common shares, determined using the treasury-stock method. For purposes of the diluted EPS calculation, stock options, nonvested stock and restricted stock unit awards are considered to be potential common shares.
The basic and diluted EPS calculations for the three and six months ended June 30, 2015 and 2014 are presented below:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in thousands, except share and per share amounts)
 
2015
 
2014
 
2015
 
2014
Income from continuing operations
 
$
2,531

 
$
5,480

 
$
4,382

 
$
2,171

Income from discontinued operations, net of tax
 
39

 
147

 
47

 
168

Net income
 
$
2,570

 
$
5,627

 
$
4,429

 
$
2,339

 
 
 
 
 
 
 
 
 
Weighted average outstanding shares of common stock
 
26,097,615

 
25,722,671

 
26,094,881

 
25,703,449

Effect of dilutive securities:
 
 
 
 
 
 
 
 
Nonvested stock
 
32,293

 
351,741

 
26,956

 
361,322

Stock options
 
189,452

 
145,290

 
165,914

 
143,791

Restricted stock units
 
10,591

 
4,848

 
11,290

 
4,225

Weighted average shares and dilutive shares
 
26,329,951

 
26,224,550

 
26,299,041

 
26,212,787

 
 
 
 
 
 
 
 
 
Basic EPS
 
 
 
 
 
 
 
 
Income from continuing operations
 
$
0.10

 
$
0.21

 
$
0.17

 
$
0.08

Income from discontinued operations
 

 
0.01

 

 
0.01

Net income per share
 
$
0.10

 
$
0.22

 
$
0.17

 
$
0.09

 
 
 
 
 
 
 
 
 
Diluted EPS
 
 
 
 
 
 
 
 
Income from continuing operations
 
$
0.10

 
$
0.21

 
$
0.17

 
$
0.08

Income from discontinued operations
 

 

 

 
0.01

Net income per share
 
$
0.10

 
$
0.21

 
$
0.17

 
$
0.09

The following table provides the securities that could potentially dilute basic earnings per share in the future, but were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2015
 
2014
 
2015
 
2014
Stock options
 
367,031

 
127,773

 
367,031

 
127,773


11



ITEM 2    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our historical consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited financial statements included in our 2014 Annual Report on Form 10-K. The following discussion contains, in addition to historical information, forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. Our risk factors are set forth in “Part II, Item 1A. Risk Factors.”
Overview
We are a diversified lumber and building materials distributor and solutions provider that sells to new construction and repair and remodeling contractors. We carry a broad line of products and have operations in 20 metropolitan areas within 13 states throughout the United States. The 13 states in which we operate accounted for approximately 49% of 2014 U.S. single-family housing permits according to the U.S. Census Bureau. Our primary products are lumber & lumber sheet goods, millwork, doors, flooring, windows, structural components such as engineered wood products, trusses and wall panels and other exterior products. Additionally, we provide solution-based services to our customers, including design, product specification and installation management services. We serve a broad customer base, including large-scale production homebuilders, custom homebuilders and repair and remodeling contractors. We offer a broad range of products sourced through a strategic network of suppliers, which together with our various solution-based services, represent approximately 50% of the construction cost of a typical new home.

Primarily as a result of the improving conditions in the residential construction market, our net sales for the three months ended June 30, 2015 increased 1.6% compared to the prior year period. We estimate sales increased 5.0% due to volume but were partially offset by 3.4% due to commodity price deflation. Our gross profit as a percentage of net sales (“gross margin”) was 24.7% for the three months ended June 30, 2015 compared to 23.9% for the prior year period. We recorded income from operations of $5.4 million during the three months ended June 30, 2015 compared to $8.9 million during the three months ended June 30, 2014. Income from operations for the three months ended June 30, 2015 was impacted by $3.3 million of merger-related costs. See further discussion in “-Operating Results” below.
Factors Affecting Our Operating Results
Our operating results and financial performance are influenced by a variety of factors, including, among others, conditions in the housing market and economic conditions generally, changes in the cost of the products we sell (particularly commodity products), pricing policies of our competitors, production schedules of our customers and seasonality. Some of the more important factors are briefly discussed below.
Conditions in the housing and construction market
The building products supply and services industry is highly dependent on new home construction and repair and remodeling activity, which in turn are dependent upon a number of factors, including interest rates, consumer confidence, employment rates, foreclosure rates, housing inventory levels, housing demand, the availability of land, the availability of construction financing and the health of the economy and mortgage markets. According to the U.S. Census Bureau, single-family housing starts increased approximately 12.4% for the three months ended June 30, 2015 as compared to the same period in the prior year, while single-family houses under construction as of June 30, 2015 increased 8.5% as compared to June 30, 2014.
Overall economic conditions in the markets where we operate
Economic changes both nationally and locally in our markets impact our financial performance. Unfavorable changes in demographics, credit markets, consumer confidence, health care costs, housing affordability, housing inventory levels, a weakening of the national economy or of any regional or local economy in which we operate and other factors beyond our control could adversely affect demand for homes and adversely affect our business. We believe continued employment growth, prospective home buyers’ access to financing and improved consumer confidence will be necessary to increase household formation rates. We believe improved household formation rates should increase demand for housing and stimulate new construction.
Commodity nature of our products
Many of the building products we distribute, including lumber, oriented strand board (“OSB”), plywood and particleboard, are commodities that are widely available from other manufacturers or distributors with prices and volumes determined frequently based on participants’ perceptions of short-term supply and demand factors.

12



The table below reflects changes in average composite framing lumber prices (per thousand board feet) and average composite structural panel prices (per thousand square feet). These prices represent transactions between manufacturers and their customers as reported by Random Lengths and may differ in magnitude or timing from the actual selling prices or cost of goods reported in our operating results. The average composite structural panel prices are based on index prices for OSB and plywood.
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2015 versus 2014
 
2015 average price
 
2015 versus 2014
 
2015 average price
Change in framing lumber prices
 
(12
)%
 
$
327

 
(11
)%
 
$
342

Change in structural panel prices
 
(2
)%
 
$
364

 
1
 %
 
$
372

Periods of increasing prices provide the opportunity for higher sales and increased gross profit, while periods of declining prices may result in declines in sales and profitability. In particular, low market prices for wood products over a sustained period can adversely affect our financial condition, operating results and cash flows, as can excessive spikes in market prices. For further discussion of the impact of commodity prices on historical periods, see “-Operating Results.”
Consolidation of large homebuilders
Over the past ten years, the homebuilding industry has undergone consolidation and many larger homebuilders have increased their market share. We currently expect that trend to continue as larger homebuilders have better liquidity and land positions relative to the smaller, less capitalized homebuilders. Our focus is on maintaining relationships and market share with these customers while balancing the competitive pressures we face in our markets with certain profitability expectations. While we generate significant sales from these homebuilders, our gross margins on sales to them tend to be lower than our gross margins on sales to other market segments. This trend could impact our gross margins as homebuilding recovers if the market share held by the production homebuilders continues to increase.

Our ability to control expenses
We pay close attention to managing our working capital and operating expenses. We employ a LEAN process operating philosophy, which encourages continuous improvement in our core processes to minimize waste, improve customer service, increase expense productivity, improve working capital and maximize profitability and cash flow. We regularly analyze our workforce productivity to achieve the optimum, cost-efficient labor mix for our facilities. Further, we pay careful attention to our logistics function and have implemented GPS-based technology to improve customer service and improve productivity of our shipping and handling costs.
Mix of products sold
We typically realize greater gross margins on more highly engineered and customized products, or ancillary products that are often purchased based on convenience and are therefore less price sensitive to our customers. For example, sales of lumber & lumber sheet goods tend to generate lower gross margins due to their commodity nature and the relatively low switching costs of sourcing those products from different suppliers. Structural components and millwork & other interior products often generate higher gross margins relative to other products. Homebuilders often use structural components in order to realize increased efficiency and improved quality. We believe shortening cycle time from start to completion is a key goal of homebuilders during periods of strong consumer demand or limited availability of framing labor. As the residential new construction market continues to strengthen, we expect the use of structural components by homebuilders to increase.
Changes in sales mix among construction segments
Our operating results may vary according to the amount and type of products we sell to each of our four primary construction segments: new single-family construction; remodeling; multi-family and light commercial. We tend to realize higher gross margins on sales to the remodeling segment due to the smaller product volumes purchased by those customers, as well as the more customized nature of the projects those customers generally undertake. Gross margins within the new single-family, multi-family and light commercial construction segments can vary based on a variety of factors, including the purchase volumes of the individual customer, the mix of products sold to that customer, the size and selling price of the project being constructed and the number of upgrades added to the project before or during its construction. 


13



Merger Agreement with Building Materials Holding Corporation
On June 2, 2015, the Company and BMC entered into the Merger Agreement, pursuant to which BMC, subject to certain conditions, will be merged with and into the Company, with the Company surviving the Merger.

Under the terms of the Merger Agreement, which has been unanimously approved by the board of directors of each company, BMC stockholders will receive 0.5231 newly issued Company shares for each BMC share. Upon the closing of the transaction, BMC stockholders will own approximately 60% of the merged entity, with stockholders of the Company immediately prior to the closing of the Merger owning approximately 40%. The transaction is structured to be tax-free to the stockholders of both companies, and is expected to close in the fourth quarter of 2015, subject to approval by the stockholders of the Company and BMC and typical regulatory clearances.

On June 25, 2015, the Company received notification that early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (“HSR”), for the Merger had been granted by the United States Federal Trade Commission. The early termination of the waiting period under HSR satisfied one of the conditions to the closing of the Merger.

The Merger Agreement contains customary representations and warranties from both the Company and BMC, and each party has agreed to customary covenants, including, among others, covenants relating to the conduct of its business during the interim period between the execution of the Merger Agreement and the effective time of the Merger. In addition, the Company and BMC have made customary non-solicitation covenants prohibiting each from (i) soliciting, providing non-public information or engaging or participating in any discussions or negotiations concerning proposals relating to alternative business combination transactions, or (ii) entering into an acquisition agreement in connection with such an alternative business combination transaction, in each case, except as permitted under the Merger Agreement.

The Merger Agreement contains certain termination rights for the Company and BMC, including in the event that (i) the Merger is not consummated on or before December 31, 2015, (ii) the approval of the stockholders of the Company is not obtained at a stockholder meeting, (iii) the approval of the stockholders of BMC is not obtained pursuant to written consent, (iv) the other party’s board of directors changes its recommendation to its stockholders due to an intervening event or (v) either the Company or BMC terminates the Merger Agreement to enter into a binding agreement providing for a superior alternative transaction. The Merger Agreement further provides that, upon termination of the Merger Agreement under specified circumstances, including in connection with a change in the recommendation of the board of directors of the Company or BMC or a termination of the Merger Agreement by the Company or BMC to enter into a binding agreement providing for a superior alternative transaction, the Company or BMC, as the case may be, will pay to the other party a termination fee. The termination fee payable by the Company equals $15.7 million in cash. The termination fee payable by BMC equals $23.6 million in cash.

For further information related to the Merger, please refer to our Current Report on Form 8-K filed with the SEC on June 5, 2015. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement included as Exhibit 2.1 to this Quarterly Report on Form 10-Q.


14



Operating Results
The following table sets forth our operating results in dollars and as a percentage of net sales for the periods indicated:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in thousands)
 
2015
 
2014
 
2015
 
2014
Net sales
 
$
350,065

 
100.0
 %
 
$
344,586

 
100.0
 %
 
$
647,685

 
100.0
 %
 
$
624,569

 
100.0
 %
Cost of goods sold
 
263,654

 
75.3
 %
 
262,372

 
76.1
 %
 
489,953

 
75.6
 %
 
477,113

 
76.4
 %
Gross profit
 
86,411

 
24.7
 %
 
82,214

 
23.9
 %
 
157,732

 
24.4
 %
 
147,456

 
23.6
 %
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 
74,655

 
21.3
 %
 
71,086

 
20.6
 %
 
144,580

 
22.3
 %
 
138,213

 
22.1
 %
Depreciation expense
 
2,243

 
0.6
 %
 
1,641

 
0.5
 %
 
4,318

 
0.7
 %
 
3,109

 
0.5
 %
Amortization expense
 
597

 
0.2
 %
 
564

 
0.2
 %
 
1,160

 
0.2
 %
 
1,127

 
0.2
 %
Impairment of assets held for sale
 

 
0.0
 %
 

 
0.0
 %
 

 
0.0
 %
 
48

 
0.0
 %
Merger-related costs
 
3,262

 
0.9
 %
 

 
0.0
 %
 
3,469

 
0.5
 %
 

 
0.0
 %
Public offering transaction-related costs
 

 
0.0
 %
 

 
0.0
 %
 

 
0.0
 %
 
448

 
0.1
 %
Restructuring expense
 
205

 
0.1
 %
 
2

 
0.0
 %
 
397

 
0.1
 %
 
9

 
0.0
 %
Income from operations
 
5,449

 
1.6
 %
 
8,921

 
2.6
 %
 
3,808

 
0.6
 %
 
4,502

 
0.7
 %
Other income (expense)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
(677
)
 
(0.2
)%
 
(668
)
 
(0.2
)%
 
(1,388
)
 
(0.2
)%
 
(1,299
)
 
(0.2
)%
Other income, net
 
196

 
0.1
 %
 
170

 
0.0
 %
 
808

 
0.1
 %
 
413

 
0.1
 %
Income from continuing operations before income taxes
 
4,968

 
1.4
 %
 
8,423

 
2.4
 %
 
3,228

 
0.5
 %
 
3,616

 
0.6
 %
Income tax expense (benefit)
 
2,437

 
0.7
 %
 
2,943

 
0.8
 %
 
(1,154
)
 
(0.2
)%
 
1,445

 
0.2
 %
Income from continuing operations
 
2,531

 
0.7
 %
 
5,480

 
1.6
 %
 
4,382

 
0.7
 %
 
2,171

 
0.4
 %
Income from discontinued operations, net of income tax expense of $24, $94, $29 and $108, respectively
 
39

 
0.0
 %
 
147

 
0.0
 %
 
47

 
0.0
 %
 
168

 
0.0
 %
Net income
 
$
2,570

 
0.7
 %
 
$
5,627

 
1.6
 %
 
$
4,429

 
0.7
 %
 
$
2,339

 
0.4
 %
Three months ended June 30, 2015 compared to three months ended June 30, 2014
Net sales
For the three months ended June 30, 2015, net sales increased $5.5 million, or 1.6%, to $350.1 million from $344.6 million during the three months ended June 30, 2014. The increase in net sales was primarily driven by increased volume of approximately 5.0%, while the impact of commodity price deflation decreased net sales by approximately 3.4%. We estimate approximately 74% of our net sales for the three months ended June 30, 2015 were to customers engaged in new single-family construction. According to the U.S. Census Bureau, single-family housing starts increased approximately 12.4% for the three months ended June 30, 2015 as compared to the same period in the prior year, while single-family houses under construction as of June 30, 2015 increased 8.5% as compared to June 30, 2014. Increases in net sales from California, Georgia and Utah accounted for the majority of the total increase in net sales for the three months ended June 30, 2015.

15



The following table shows net sales classified by major product category:
 
 
Three Months Ended 
 June 30, 2015
 
Three Months Ended 
 June 30, 2014
 
 
(in thousands)
 
Net Sales
 
% of Sales
 
Net Sales
 
% of Sales
 
% Change
Structural components
 
$
50,472

 
14.4
%
 
$
45,667

 
13.3
%
 
10.5
 %
Millwork & other interior products
 
64,385

 
18.4
%
 
61,113

 
17.7
%
 
5.4
 %
Lumber & lumber sheet goods
 
116,814

 
33.4
%
 
123,743

 
35.9
%
 
(5.6
)%
Windows & other exterior products
 
72,377

 
20.7
%
 
70,758

 
20.5
%
 
2.3
 %
Other building products & services
 
46,017

 
13.1
%
 
43,305

 
12.6
%
 
6.3
 %
Total net sales
 
$
350,065

 
100.0
%
 
$
344,586

 
100.0
%
 
1.6
 %
Increased sales volume was achieved across all product categories, with the exception of lumber & lumber sheet goods. Average selling prices for lumber & lumber sheet goods were approximately 9.4% lower during the three months ended June 30, 2015 compared to the three months ended June 30, 2014.
Cost of goods sold
For the three months ended June 30, 2015, cost of goods sold increased $1.3 million, or 0.5%, to $263.7 million from $262.4 million during the three months ended June 30, 2014. We estimate our cost of goods sold increased approximately 4.5% as a result of increased sales volumes, while commodity cost deflation resulted in a 4.0% decrease in cost of goods sold.
Gross profit
For the three months ended June 30, 2015, gross profit increased $4.2 million, or 5.1%, to $86.4 million from $82.2 million for the three months ended June 30, 2014, driven primarily by increased sales volumes. Our gross margin was 24.7% for the three months ended June 30, 2015 and 23.9% for the three months ended June 30, 2014. This increase was primarily driven by improved gross margins on sales of structural components and a higher percentage of total net sales being derived from non-commodity product offerings.
Operating expenses
For the three months ended June 30, 2015, selling, general and administrative expenses were $74.7 million, up $3.6 million, or 5.0%, from $71.1 million for the three months ended June 30, 2014. The increase was primarily related to higher salary, wage and incentive compensation costs to serve higher sales volumes, associate health care cost inflation and certain expenses related to previously closed store locations.
For the three months ended June 30, 2015, depreciation expense was $2.2 million compared to $1.6 million for the the three months ended June 30, 2014. This increase primarily relates to replacements and additions of fleet and material handling equipment.
For the three months ended June 30, 2015, the Company incurred $3.3 million of merger-related costs in relation to the Merger described in “-Merger Agreement with Building Materials Holding Corporation” above.
For the three months ended June 30, 2015, the Company incurred restructuring expenses of $0.2 million primarily related to costs to relocate a facility within one of our continuing markets.
Income tax from continuing operations
For the three months ended June 30, 2015, the income tax expense from continuing operations was $2.4 million compared to $2.9 million for the three months ended June 30, 2014. The effective tax rate from continuing operations for the three months ended June 30, 2015 was 49.1%. Excluding the discrete tax impact related to non-deductible Merger-related costs of $2.4 million, the effective tax rate from continuing operations for the three months ended June 30, 2015 was 32.3%, which varied from the federal statutory rate of 35% primarily due to the Manufacturing Deduction. The effective tax rate from continuing operations for the three months ended June 30, 2014 was 34.9%.
The Company recognized valuation allowances of $1.9 million against its deferred tax assets related to certain state tax jurisdictions as of June 30, 2015. Given the Company’s current earnings and anticipated future earnings, there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow the Company to reach a conclusion that a significant portion, or all, of the valuation allowance will no longer be needed. Release of the valuation allowance would result

16



in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that the Company is able to actually achieve.

Six months ended June 30, 2015 compared to six months ended June 30, 2014
Net sales
For the six months ended June 30, 2015, net sales increased $23.1 million, or 3.7%, to $647.7 million from $624.6 million during the six months ended June 30, 2014. The increase in net sales was primarily driven by increased volume of approximately 6.1%, while the impact of commodity price deflation decreased net sales by approximately 2.4%. We estimate approximately 74% of our net sales for the six months ended June 30, 2015 were to customers engaged in new single-family construction.  According to the U.S. Census Bureau, single-family housing starts increased approximately 9.1% for the six months ended June 30, 2015 as compared to the same period in the prior year, while single-family houses under construction as of June 30, 2015 increased 8.5% as compared to June 30, 2014. Increases in net sales from California, Texas and Georgia represented approximately 86% of the total net sales increase for the six months ended June 30, 2015 as compared to the prior year period.
The following table shows net sales classified by major product category:
 
 
Six Months Ended 
 June 30, 2015
 
Six Months Ended 
 June 30, 2014
 
 
(in thousands)
 
Net Sales
 
% of Sales
 
Net Sales
 
% of Sales
 
% Change
Structural components
 
$
91,050

 
14.1
%
 
$
83,683

 
13.4
%
 
8.8
 %
Millwork & other interior products
 
121,942

 
18.8
%
 
113,707

 
18.2
%
 
7.2
 %
Lumber & lumber sheet goods
 
218,011

 
33.7
%
 
220,163

 
35.3
%
 
(1.0
)%
Windows & other exterior products
 
133,194

 
20.6
%
 
128,295

 
20.5
%
 
3.8
 %
Other building products & services
 
83,488

 
12.8
%
 
78,721

 
12.6
%
 
6.1
 %
Total net sales
 
$
647,685

 
100.0
%
 
$
624,569

 
100.0
%
 
3.7
 %
Increased sales volume was achieved across all product categories, with the exception of lumber & lumber sheet goods. Average selling prices for lumber & lumber sheet goods were approximately 6.8% lower during the six months ended June 30, 2015 compared to the six months ended June 30, 2014.
Cost of goods sold
For the six months ended June 30, 2015, cost of goods sold increased $12.9 million, or 2.7%, to $490.0 million from $477.1 million during the six months ended June 30, 2014. We estimate our cost of goods sold increased approximately 5.4% as a result of increased sales volumes, while commodity cost deflation resulted in a 2.7% decrease in cost of goods sold.
Gross profit
For the six months ended June 30, 2015, gross profit increased $10.2 million, or 7.0%, to $157.7 million from $147.5 million for the six months ended June 30, 2014, driven primarily by increased sales volumes. Our gross margin was 24.4% for the six months ended June 30, 2015 and 23.6% for the six months ended June 30, 2014. This increase was primarily driven by improved gross margins on sales of structural components and a higher percentage of total net sales being derived from non-commodity product offerings.
Operating expenses
For the six months ended June 30, 2015, selling, general and administrative expenses increased $6.4 million, or 4.6%, to $144.6 million, or 22.3% of net sales, from $138.2 million, or 22.1% of net sales, for the six months ended June 30, 2014. The increase was primarily related to higher salary, wage and incentive compensation costs to serve higher sales volumes, associate health care cost inflation, certain expenses related to previously closed store locations, bad debt expense and non-cash stock compensation.
For the six months ended June 30, 2015, depreciation expense was $4.3 million compared to $3.1 million for the the six months ended June 30, 2014. This increase primarily relates to replacements and additions of fleet and material handling equipment.
For the six months ended June 30, 2015, the Company incurred $3.5 million of merger-related costs in relation to the Merger described in “-Merger Agreement with Building Materials Holding Corporation” above.

17



For the six months ended June 30, 2015, the Company incurred restructuring expenses of $0.4 million primarily related to costs to relocate a facility within one of our continuing markets.
Other income (expenses)
Other income, net. For the six months ended June 30, 2015, other income, net, was $0.8 million compared to $0.4 million for the six months ended June 30, 2014. During the six months ended June 30, 2015, the Company granted a perpetual easement on one of its owned properties to a third party in exchange for $0.5 million.
Income tax from continuing operations
For the six months ended June 30, 2015, the income tax benefit from continuing operations was $1.2 million compared to income tax expense of $1.4 million for the six months ended June 30, 2014. The effective tax rate from continuing operations for the six months ended June 30, 2015 was (35.7)%. Excluding the discrete tax impact related to the $3.0 million Gores Termination Fee Tax Benefit and non-deductible Merger-related costs of $2.4 million, the effective tax rate from continuing operations for the six months ended June 30, 2015 was 31.6%, which varied from the federal statutory rate of 35% primarily due to the Manufacturing Deduction. The effective tax rate from continuing operations for the six months ended June 30, 2014 was 40.0%, which varied from the federal statutory rate of 35% primarily due to state taxes and non-deductible secondary offering transaction-related costs.
The Company recognized valuation allowances of $1.9 million against its deferred tax assets related to certain state tax jurisdictions as of June 30, 2015. Given the Company’s current earnings and anticipated future earnings, there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow the Company to reach a conclusion that a significant portion, or all, of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that the Company is able to actually achieve.

Liquidity and Capital Resources
Our primary capital requirements are to fund working capital needs and operating expenses, meet required interest and principal payments and fund capital expenditures. During 2014 and the first six months of 2015, our capital resources have primarily consisted of cash and cash equivalents and borrowings under our Revolver.
Our liquidity at June 30, 2015 was $117.4 million, which includes $6.9 million in cash and cash equivalents and $110.5 million of unused borrowing capacity under our Revolver.
The Merger may impact our future liquidity. The Company and BMC received a joint commitment from Wells Fargo Bank, N.A. and Goldman Sachs Bank USA, contingent upon the closing of the Merger, to consolidate and increase the available borrowing limit under their existing revolving asset based loan facilities to $450 million for use by the combined company. Available funds will be used to refinance outstanding balances under the current revolving credit facilities, to support up to $75 million in letters of credit and fund transaction costs, general corporate purposes and working capital. Additionally, $250 million of existing BMC 9.0% Senior Secured Notes due in 2018 are expected to remain outstanding and shall be the obligation of the combined company following the closing of the Merger.

We believe that our cash flows from operations, combined with our current cash levels, and available borrowing capacity, will be adequate to fund debt service requirements and provide cash, as required, to support our ongoing operations, capital expenditures, lease obligations and working capital for at least the next 12 months.

18



Historical Cash Flow Information
Adjusted working capital* and net current assets
Adjusted working capital was $131.4 million and $133.2 million as of June 30, 2015 and December 31, 2014, respectively, and net current assets (current assets less current liabilities) were $138.9 million and $140.1 million as of June 30, 2015 and December 31, 2014, respectively, as summarized in the following table:
(in thousands)
 
June 30,
2015
 
December 31,
2014
Accounts receivable, net
 
$
132,904

 
$
114,448

Inventories, net
 
109,242

 
98,259

Other current assets
 
28,161

 
23,780

Income taxes (payable) receivable
 
(3,388
)
 
4,863

Accounts payable, accrued expenses and other current liabilities
 
(135,535
)
 
(108,176
)
Total adjusted working capital*
 
131,384

 
133,174

Cash and cash equivalents
 
6,934

 
5,806

Restricted assets
 
605

 
1,076

Total net current assets
 
$
138,923

 
$
140,056

*Adjusted working capital is a non-GAAP financial measure that management uses to assess the Company’s financial position and liquidity. Management believes adjusted working capital provides investors with an additional view of the Company’s liquidity and ability to repay current obligations. We calculate adjusted working capital as current assets, as determined under GAAP, excluding cash and cash equivalents and restricted assets, minus current liabilities, as determined under GAAP. The presentation of this additional information is not meant to be considered superior to, in isolation of or as a substitute for results prepared in accordance with GAAP or as an indication of our performance. Our calculation of adjusted working capital is not necessarily comparable to similarly titled measures reported by other companies.

Accounts receivable, net, increased $18.5 million from December 31, 2014 to June 30, 2015 and days sales outstanding (measured against net sales in the current fiscal quarter of each period) increased from 32 days at December 31, 2014 to 34 days at June 30, 2015 primarily due to seasonal increases in sales.

Inventories, net, increased $11.0 million from December 31, 2014 to June 30, 2015 primarily due to seasonal increases in inventory and inventory days on hand (measured against cost of goods sold in the current fiscal quarter of each period) was 37 days at December 31, 2014 and June 30, 2015.

Income taxes payable increased $8.3 million from December 31, 2014 to June 30, 2015. $2.6 million of the increase related to the receipt of income tax refunds and $5.7 million related primarily to the reduction in timing differences between our losses before income taxes under GAAP and our taxable income. The reduction in timing differences primarily resulted from a larger increase in depreciation expense for GAAP than for income tax purposes.
Accounts payable, accrued expenses and other liabilities increased $27.4 million from December 31, 2014 to June 30, 2015 primarily due to an increase in the volume of inventory purchases.
Cash flows from operating activities
Net cash provided by (used in) operating activities was $11.2 million and $(11.9) million for the six months ended June 30, 2015 and 2014, respectively, as summarized in the following table:
 
 
Six Months Ended June 30,
(in thousands)
 
2015
 
2014
Net income
 
$
4,429

 
$
2,339

Non-cash expenses
 
10,221

 
7,336

Change in deferred income taxes
 
(3,824
)
 
(3,005
)
Change in working capital and other
 
369

 
(18,551
)
Net cash provided by (used in) operating activities
 
$
11,195

 
$
(11,881
)

19



Net cash provided by operating activities increased by $23.1 million for the six months ended June 30, 2015 as compared to the six months ended June 30, 2014 primarily due to the following:
Net income increased by $2.1 million as discussed in “-Operating Results,” above.
Non-cash expenses increased by $2.9 million primarily as a result of increases in depreciation expense, stock compensation expense and bad debt expense.
The decrease in deferred income taxes during the six months ended June 30, 2015 and June 30, 2014 was due to a reduction in the timing differences between our losses before income taxes under GAAP and our taxable income. The reduction in timing differences primarily resulted from a larger increase in depreciation expense for GAAP than for income tax purposes.
Cash inflows from changes in working capital and other of $0.4 million for the six months ended June 30, 2015 is primarily attributable to seasonal increases in accounts receivable and inventory offset by increases in accounts payable. See “-Adjusted working capital* and net current assets” above for further discussion. Cash outflows from changes in working capital and other of $18.6 million for the six months ended June 30, 2014 is primarily attributable to a significant increase in inventory during that period.
Cash flows from investing activities
Net cash provided by (used in) investing activities was $6.6 million and $(9.7) million for the six months ended June 30, 2015 and 2014, respectively, as summarized in the following table:
 
 
Six Months Ended June 30,
(in thousands)
 
2015
 
2014
Purchases of property and equipment
 
$
(7,385
)
 
$
(12,837
)
Purchase of business
 
(2,025
)
 

Proceeds from sale-leaseback transactions, net
 
15,296

 

Proceeds from sale of property, equipment and real estate
 
390

 
2,603

Change in restricted assets
 
291

 
503

Net cash provided by (used in) investing activities
 
$
6,567

 
$
(9,731
)
Cash used for the purchase of property and equipment for the six months ended June 30, 2015 and 2014 resulted primarily from the purchase of vehicles and equipment to support increased sales volume and replace aged assets, and facility and technology investments to support our operations.
In June 2015, the Company acquired certain assets and assumed certain liabilities of Guilford Builders Supply, a provider of building materials and custom millwork located in Greensboro, North Carolina, for a preliminary purchase price of $2.2 million, less an initial holdback of $0.2 million.
In February 2015, the Company completed a sale-leaseback transaction under which it sold an operating facility, which had been purchased in 2014, to an unrelated third party for net proceeds of $15.3 million and entered into an operating lease with an initial term of 15 years.
Cash provided by the sale of property, equipment and real estate for the six months ended June 30, 2015 resulted primarily from the sale of vehicles, while cash provided by the sale of property, equipment and real estate for the six months ended June 30, 2014 resulted primarily from the sale of real estate.

20



Cash flows from financing activities
Net cash (used in) provided by financing activities was $(16.6) million and $29.6 million for the six months ended June 30, 2015 and 2014, respectively, as summarized in the following table:
 
 
Six Months Ended June 30,
(in thousands)
 
2015
 
2014
Proceeds from Revolver, net of repayments
 
$
(15,366
)
 
$
31,762

Payments on capital leases
 
(1,432
)
 
(736
)
Other financing activities, net
 
164

 
(1,436
)
Net cash (used in) provided by financing activities
 
$
(16,634
)
 
$
29,590

The Company made net repayments of $15.4 million on the Revolver during the six months ended June 30, 2015 primarily as a result of cash generated from operations and proceeds from the sale-leaseback transaction described above. Proceeds from the Revolver were primarily used to fund cash used in operating activities and purchases of property and equipment for the six months ended June 30, 2014.
Other financing activities, net, for the six months ended June 30, 2014 consist primarily of debt issuance costs and the repayment of secured borrowings.

Capital expenditures
Capital expenditures vary depending on prevailing business factors, including current and anticipated market conditions. Historically, capital expenditures have for the most part remained at relatively low levels in comparison to the operating cash flows generated during the corresponding periods. We currently expect our 2015 capital expenditures to be approximately $25 to $35 million (including the incurrence of capital lease obligations) primarily related to vehicles and equipment, including lease buyouts, and facility and technology investments to support our operations.

Revolving credit facility
On June 30, 2009, we entered into the Credit Agreement with WFCF, which includes the Revolver. The Credit Agreement has subsequently been amended thirteen times. We were in compliance with all debt covenants for the quarter ended June 30, 2015. We are subject to a financial covenant requiring a minimum Fixed Charge Coverage Ratio of 1.00:1.00 if Adjusted Liquidity is less than $20 million. While there can be no assurances, based upon our forecast, we do not expect the financial covenant to become applicable during the year ended December 31, 2015.

We had outstanding borrowings of $74.7 million with net availability of $110.5 million as of June 30, 2015. The interest rate on outstanding LIBOR Rate borrowings of $73.0 million was 1.7% and the interest rate on outstanding Base Rate borrowings of $1.7 million was 3.8% as of June 30, 2015. We had $9.5 million in letters of credit outstanding under the Credit Agreement as of June 30, 2015. The Revolver is collateralized by substantially all of our assets.
Contractual Obligations and Commercial Commitments
Outstanding borrowings under the Revolver decreased to $74.7 million at June 30, 2015 from $90.1 million at December 31, 2014.

During the six months ended June 30, 2015, the Company acquired assets under capital leases totaling $6.4 million.

In February 2015, the Company completed a sale-leaseback transaction under which it sold an operating facility, which had been purchased in 2014, to an unrelated third party for net proceeds of $15.3 million and entered into an operating lease with an initial term of 15 years. Minimum lease payments under this lease total $14.8 million.
The Company has entered into contracts to purchase or lease fleet and certain equipment, which are non-cancellable, enforceable and legally binding on us. As of June 30, 2015, these purchase obligations totaled $8.6 million.
Off-Balance Sheet Arrangements
At June 30, 2015 and December 31, 2014, other than operating leases and letters of credit issued under the Credit Agreement, we had no material off-balance sheet arrangements with unconsolidated entities.

21



Recently Issued Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 provides a comprehensive revenue recognition model requiring companies to recognize revenue for the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In July 2015, the FASB voted to defer the effective date of ASU 2014-09 by one year, and therefore the standard is effective for the Company’s annual and interim periods beginning on January 1, 2018. Early application is permitted, but only for the Company’s annual and interim periods beginning on January 1, 2017. The guidance permits the use of either a retrospective or cumulative effect transition method. We have not yet selected a transition method and are currently evaluating the impact of the standard on our current accounting policies.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the associated debt liability, consistent with the presentation of debt discounts, instead of as an asset. ASU 2015-03 is effective for the Company’s annual and interim periods beginning on January 1, 2016. Early adoption is permitted. We are currently evaluating the impact of the standard on our current accounting policies.

In April 2015, the FASB issued ASU 2015-05, Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer's accounting for service contracts. ASU 2015-05 is effective for the Company’s annual and interim periods beginning on January 1, 2016. Early adoption is permitted. We are currently evaluating the impact of the standard on our current accounting policies.
In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. ASU 2015-11 requires that inventory within the scope of the guidance be measured at the lower of cost and net realizable value. Prior to the issuance of the standard, inventory was measured at the lower of cost or market, where market was defined as replacement cost, with a ceiling of net realizable value and floor of net realizable value less a normal profit margin. Inventory measured using last-in, first-out (LIFO) and the retail inventory method are not impacted by the new guidance. Prospective application is required and early adoption is permitted. ASU 2015-11 is effective for the Company’s annual and interim periods beginning on January 1, 2017. We have not yet evaluated the impact of the standard on our current accounting policies.
Critical Accounting Policies
There have been no significant material changes to the critical accounting policies as disclosed in the Company’s 2014 Annual Report on Form 10-K.
ITEM 3     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant material changes to the market risks as disclosed in the Company’s 2014 Annual Report on Form 10-K.
ITEM 4    CONTROLS AND PROCEDURES
Disclosure controls and procedures
Our management is responsible for establishing and maintaining disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These disclosure controls and procedures are designed to ensure 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. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
We have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, with the participation of our Chief Executive Officer and Chief Financial Officer, as well as other key members of our management. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2015.
Changes in internal control over financial reporting
There was no change in our internal control over financial reporting during the three months ended June 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

22



PART II. OTHER INFORMATION
ITEM 1    LEGAL PROCEEDINGS
We are currently involved in various claims, legal proceedings and lawsuits incidental to the conduct of our business in the ordinary course. We are a defendant in various pending lawsuits, legal proceedings and claims arising from assertions of alleged product liability, warranty, casualty, construction defect, contract, tort, employment and other claims. We carry insurance for general liability, auto liability and workers’ compensation exposures subject to deductibles we believe to be reasonable under the circumstances, and we self-insure for employee claims with insurance purchased from independent carriers to cover claims in excess of the self-insured limits. However, insurance may or may not cover any or all of our liabilities in respect of claims and lawsuits. We do not currently believe that the ultimate resolution of these matters will have a material adverse effect on our consolidated financial position, cash flows or operating results.
ITEM 1A    RISK FACTORS
Please refer to “Part I, Item 1A., Risk Factors” in our 2014 Annual Report on Form 10-K for information regarding factors that could affect our financial condition and operating results. The following addition has been made to our Risk Factor disclosures subsequent to the filing of such 2014 Annual Report on Form 10-K. The risks described below and in our 2014 Annual Report on Form 10-K, in addition to the other information set forth in this report, 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.

We may be unable to obtain shareholder or regulatory approvals required to complete the Merger; regulatory approval could prevent, or substantially delay, the consummation of the Merger; a condition to closing of the Merger may not be satisfied and the Merger may not be completed; problems may arise in successfully integrating our business with BMC; the Merger may involve unexpected costs; and our business may suffer as a result of uncertainty surrounding the Merger.

As described elsewhere in this Quarterly Report on Form 10-Q, we have entered into an Agreement and Plan of Merger, dated as of June 2, 2015, with BMC, pursuant to which BMC, subject to certain conditions, will be merged with and into the Company, with the Company surviving the Merger. Our ability to complete the Merger is subject to risks and uncertainties, including, but not limited to, the risks that we may be unable to obtain shareholder or regulatory approvals required to complete the Merger; regulatory approval could prevent, or substantially delay, consummation of the Merger; conditions to the Merger may not be satisfied or waived, and the Merger may not be completed; the Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed; the combined company may fail to realize the anticipated benefits; combining the businesses of the Company and BMC may be more difficult, costly or time-consuming than expected, which may adversely affect the combined company’s results and negatively affect the value of its common stock following the Merger; we will incur significant transaction and merger-related costs in connection with the Merger; and the combined company may be unable to retain our and/or BMC’s key employees successfully after the Merger is completed. In addition, we will be subject to business uncertainties and certain operating restrictions until consummation of the Merger, and the Merger Agreement contains restrictions on our ability to pursue other alternatives to the Merger. If the Merger is not completed for any reason, including as a result of BMC’s shareholders failing to approve the Merger Agreement, our ongoing business may be adversely affected and we may fail to realize any of the anticipated benefits of having completed the Merger.

If the combined company is not able to successfully combine the businesses of the Company and BMC in an efficient and effective manner, the anticipated benefits and cost savings may not be realized fully, or at all, or may take longer to realize than expected, and the value of common stock of the combined company may be affected adversely. An inability to realize the full extent of the anticipated benefits of the Merger and the other transactions contemplated by the Merger Agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may adversely affect the value of its common stock following the Merger. In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. Actual growth and cost synergies, if achieved, may be lower than what the combined company expects and may take longer to achieve than anticipated. If the combined company is not able to adequately address integration challenges, the combined company may be unable to integrate successfully BMC’s and our operations or to realize the anticipated benefits of the integration of the two companies.

The success of the Merger will depend in part on the combined company’s ability to retain, motivate and recruit executives and key employees. It is possible that key employees currently employed by BMC and by us may decide not to remain with BMC or with us, as applicable, while the Merger is pending or with the combined company after the Merger is consummated. If key

23



employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating the businesses to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, we and BMC may not be able to locate suitable replacements for any key employees who leave either company, or offer employment to potential replacements on reasonable terms.

ITEM 2    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3    DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4    MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5    OTHER INFORMATION
None.

24



ITEM 6    EXHIBITS
EXHIBIT INDEX
Exhibit No.
 
Description
2.1
 
Agreement and Plan of Merger, dated as of June 2, 2015, by and between Stock Building Supply Holdings, Inc. and Building Materials Holding Corporation (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed with the Commission on June 5, 2015 in Commission File No. 001-36050)
10.1
 
Voting Agreement, dated as of June 2, 2015, by and among Stock Building Supply Holdings, Inc. and the Stockholders of Building Materials Holding Corporation named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the Commission on June 5, 2015 in Commission File No. 001-36050)
10.2
 
Employment Agreement Amendment, dated as of June 2, 2015, by and between Jeffrey G. Rea and Stock Building Supply Holdings, Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed with the Commission on June 5, 2015 in Commission File No. 001-36050)
10.3
 
Employment Agreement Amendment, dated as of June 2, 2015, by and between James F. Major, Jr. and Stock Building Supply Holdings, Inc. (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed with the Commission on June 5, 2015 in Commission File No. 001-36050)
10.4
 
Employment Agreement Amendment, dated as of June 2, 2015, by and between Bryan J. Yeazel and Stock Building Supply Holdings, Inc. (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8-K filed with the Commission on June 5, 2015 in Commission File No. 001-36050)
10.5
 
Employment Agreement Amendment, dated as of June 2, 2015, by and between Lisa M. Hamblet and Stock Building Supply Holdings, Inc. (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 8-K filed with the Commission on June 5, 2015 in Commission File No. 001-36050)
10.6
 
Employment Agreement Amendment, dated as of June 2, 2015, by and between C. Lowell Ball and Stock Building Supply Holdings, Inc. (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 8-K filed with the Commission on June 5, 2015 in Commission File No. 001-36050)
31.1
 
Certification by Jeffrey G. Rea, President and Chief Executive Officer, pursuant to Exchange Act Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
 
Certification by James F. Major, Jr., Executive Vice President, Chief Financial Officer and Treasurer, pursuant to Exchange Act Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
 
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
 
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
 
XBRL Instance Document
101.SCH*
 
XBRL Taxonomy Extension Schema Document
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase Document
_________________
* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURE
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.
 
STOCK BUILDING SUPPLY HOLDINGS, INC.
Date: August 5, 2015
By:
/s/ James F. Major, Jr.
 
 
Executive Vice President, Chief Financial Officer and Treasurer
 
 
(Principal financial and accounting officer and duly authorized officer)



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