Builders FirstSource, Inc.
For the period ended Mar 31, 2026. Filed Apr 30, 2026.
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Mar 31, 2026 · Filed Apr 30, 2026
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Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- Basis of Presentation
Builders FirstSource, Inc., a Delaware corporation formed in 1998, is a leading supplier of building materials, manufactured components and construction services to professional contractors, sub-contractors, and consumers. The Company operates approximately 570 locations in 43 states across the United States. In this quarterly report, references to the “Company,” “we,” “our,” “ours” or “us” refer to Builders FirstSource, Inc. and its consolidated subsidiaries unless otherwise stated or the context otherwise requires.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the dates and periods presented. Results for interim periods are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. Intercompany transactions are eliminated in consolidation.
The Condensed Consolidated Balance Sheet as of December 31, 2025, is derived from the audited consolidated financial statements but does not include all disclosures required by Generally Accepted Accounting Principles in the United States of America (“GAAP”). The Condensed Consolidated Balance Sheet as of December 31, 2025, and the unaudited condensed consolidated financial statements included herein should be read in conjunction with the more detailed audited consolidated financial statements for the year ended December 31, 2025, included in our most recent annual report on Form 10-K for the year ended December, 31 2025 (“2025 Form 10-K”). Accounting policies used in the preparation of these unaudited condensed consolidated financial statements are consistent with the accounting policies described in the Notes to Consolidated Financial Statements included in our 2025 Form 10-K.
Business Combinations
When they meet the requirements under ASC 805, Business Combinations, merger and acquisition transactions are accounted for using the acquisition method, and accordingly the results of operations of the acquiree are included in the Company’s consolidated financial statements from the acquisition date. The consideration transferred is allocated to the identifiable assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with any excess recorded as goodwill. Transaction-related costs are expensed in the period the costs are incurred. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill.
Segments
We offer an integrated solution to our customers providing manufacturing, supply, and installation of a full range of structural and related building products. Given the span and depth of our geographical reach, our locations are organized into three geographical divisions (East, Central, and West), which are also our operating segments. All of our operating segments have similar customers, products and services, and distribution methods.
Due to these similarities, along with the similar economic profitability achieved across all our operating segments, we aggregate ourthree operating segments intoone reportable segment in accordance with GAAP. Centrlalized financial and operational oversight, including resource allocation and assessment of performance, is performed by ourprincipal executive officer (“CEO”), whom we have determined to be our chief operating decision maker (“CODM”).
The accounting policies of our reportable segment are consistent with the accounting policies described in the Notes to Consolidated Financial Statements included in our 2025 Form 10-K.
Cloud Computing Arrangements
We assess cloud computing arrangements to determine whether the contract meets the definition of a service contract or conveys a software license. When cloud computing arrangements meet the definition of a service contract, we capitalize expenditures for implementation, set-up, and other upfront costs incurred. Once the implementation of a cloud computing arrangement is complete and ready for its intended use, we amortize the costs over the expected term of the hosting arrangement using the straight-line method to the same income statement line as the associated cloud operating expenses. We had capitalized costs, net of amortization, included in other current assets totaling$21.8 million as of March 31, 2026, and$21.8 million as of December 31, 2025. We had capitalized costs, net of amortization, included in other assets, net totaling$76.6 million as of March 31, 2026, and$80.6 million as of December 31, 2025. For the three months ended March 31, 2026, we amortized$5.2 million for these costs, which are included in selling, general and administrative expenses within the Condensed Consolidated Statements of Operations. We didnot have any amortization expense related to these costs for the three months ended March 31, 2025.
Comprehensive Income (Loss)
Comprehensive income (loss) is equal to net income (loss) for all periods presented.
Equity Investments
The Company’s equity investments are accounted for using equity method accounting and are recorded as other assets, net in the accompanying Condensed Consolidated Balance Sheets and are not considered significant to the Company.
Reclassifications
The prior period revenue by product category amounts disclosed in Note 3 have been reclassified to conform to current year presentation. These reclassifications had no impact on net income (loss), total assets and liabilities, stockholders’ equity or cashflows as previously reported.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued Accounting Standards Update No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application and early adoption is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The standard applies to costs incurred to develop or obtain software for internal use. ASU 2025-06 amends the existing standard that refers to various stages of a software development project to align better with current software development methods, such as agile programming. Under the new standard, entities will commence capitalizing eligible costs when (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in ASU 2025-06 are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods, with early adoption permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.
- Business Combinations
On January 2, 2026, we completed the acquisition of Premium Building Components (“PBC”) for approximately$13.0 million, net of cash acquired. PBC is based in New York and supplies trusses and wall panels to customers from western New York to Maine and Delaware.
During the first three months of 2025, we completed the acquisitions of Alpine Lumber Company (“Alpine Lumber”) and O.C. Cluss Lumber Company (“Cluss Lumber”) for a combined total of approximately $828.0 million, net of cash acquired. Alpine Lumber was the largest independently operated supplier of building materials in Colorado and northern New Mexico. Alpine Lumber serves the Colorado Front Range, western Colorado and northern New Mexico through its 21 operating locations, and provides a broad product range, including prefabricated trusses and wall panels, and millwork. Cluss Lumber is a supplier of lumber and building materials to southwestern Pennsylvania, western Maryland and northern West Virginia.
The acquisitions were funded with a combination of cash on hand and borrowings under our $2.2 billion revolving credit facility due May 20, 2030 (the “Revolving Facility”). The transactions were accounted for by the acquisition method, and accordingly, the results of operations have been included in the Company’s consolidated financial statements from the acquisition dates. The purchase price was allocated to the assets acquired and liabilities assumed based on estimated fair values at the acquisition dates, with the excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill.
Pro forma financial information for the acquisitions discussed above for 2026 and 2025 are not presented as these acquisitions did not have a material impact on our results of operations, individually or in the aggregate for each respective period.
The following table summarizes the aggregate fair values of the assets acquired and liabilities assumed for acquisitions during the periods ended March 31, 2026, and March 31, 2025:
| Total Acquisitions | ||
|---|---|---|
| 2026 | 2025 | |
| (in thousands) | ||
| Cash and cash equivalents | $— | $2,785 |
| Accounts receivable | — | 38,058 |
| Other receivables | — | 6,842 |
| Inventories | 6,336 | 54,031 |
| Other current assets | 6 | 721 |
| Property, plant and equipment | 2,619 | 184,104 |
| Operating lease right-of-use assets | 1,145 | 3,386 |
| Intangible assets | 1,925 | 287,951 |
| Other assets | — | 41 |
| Total assets | 12,031 | 577,919 |
| Accounts payable | 16 | 11,107 |
| Accrued liabilities | — | 18,189 |
| Contract liabilities | 380 | 4,988 |
| Operating lease liabilities | 1,145 | 3,386 |
| Total liabilities | 1,541 | 37,670 |
| Goodwill | 2,521 | 290,515 |
| Total purchase consideration | 13,011 | 830,764 |
| Accrued contingent consideration and purchase price adjustments | (604) | (3,184) |
| Less: cash acquired | — | (2,785) |
| Total cash consideration | $12,407 | $824,795 |
- Revenue
The following table disaggregates our net sales by product category:
| Three Months EndedMarch 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (in thousands) | ||
| Manufactured products | $734,526 | $850,757 |
| Windows, doors and millwork | 853,790 | 934,387 |
| Specialty building products and services | 853,391 | 903,874 |
| Lumber and lumber sheet goods | 845,370 | 968,478 |
| Net sales | $3,287,077 | $3,657,496 |
As our product alignment continues to be refined, we have reclassified prior periods’ net sales by product category to conform to current period presentation. The impact to each of the prior periods’ net sales for each product category was approximately 1% for thethree months ended March 31, 2025.
The timing of revenue recognition, invoicing, and cash collection results in accounts receivable, unbilled receivables, contract assets, and contract liabilities. Contract assets include unbilled amounts when the revenue recognized exceeds the amount billed to the customer, and amounts representing a right to payment from previous performance that is conditional on something other than passage of time, such as retainage. Contract liabilities consist of customer advances and deposits, and deferred revenue.
Through March 31, 2026, and 2025, we recognized as revenue approximately 72% and 70% of the contract liabilities balances outstanding as of December 31,2025, and 2024, respectively.
- Net Income (Loss) per Common Share
Net income (loss) per common share (“EPS”) is calculated in accordance with the Earnings per Share topic of the FASB Accounting Standards Codification, which requires the presentation of basic and diluted EPS. Basic EPS is computed using the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of potential common shares.
The table below presents the calculation of basic and diluted EPS:
| Three Months EndedMarch 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (in thousands, except per share amounts) | ||
| Numerator: | ||
| Net income (loss) | $(47,414) | $96,304 |
| Denominator: | ||
| Weighted average shares outstanding, basic | 109,870 | 113,675 |
| Dilutive effect of options and RSUs | — | 664 |
| Weighted average shares outstanding, diluted | 109,870 | 114,339 |
| Net income (loss) per share: | ||
| Basic | $(0.43) | $0.85 |
| Diluted | $(0.43) | $0.84 |
| Antidilutive and contingent RSUs excluded from diluted EPS | 1,106 | 82 |
- Goodwill
The following table sets forth the changes in the carrying amount of goodwill:
| (in thousands) | |
|---|---|
| Balance as of December 31, 2025 (1) | $4,137,377 |
| Acquisitions | 2,521 |
| Balance as of March 31, 2026 (1) | $4,139,898 |
(1) Goodwill is presented net of historical accumulated impairment losses of $44.6 million.
In 2026, the change in the carrying amount of goodwill is attributable to the acquisition completed during the period. As of March 31, 2026, no impairment triggering events have occurred. The amount allocated to goodwill is attributable to the assembled workforce, synergies and expected growth from the expanded product and service offerings of the acquisition. The goodwill recognized from the current year acquisition is expected to be deductible and amortized ratably over a 15-year period for tax purposes.
- Intangible Assets
The following table presents intangible assets as of:
| March 31, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | |
| (in thousands) | ||||
| Customer relationships | $2,585,441 | $(1,542,454) | $2,583,516 | $(1,474,467) |
| Developed technology | 95,600 | (49,157) | 95,600 | (46,503) |
| Trade names | 74,950 | (53,433) | 74,950 | (51,717) |
| Non-compete agreements | 13,050 | (11,145) | 13,050 | (10,636) |
| Total intangible assets | $2,769,041 | $(1,656,189) | $2,767,116 | $(1,583,323) |
In connection with the current year acquisition, we recorded customer relationship intangible assets of$1.9 million, with a useful life of 2.0 years. The fair value of the acquired customer relationship intangible assets was primarily estimated by applying the multi-period excess earnings method, which involved the use of significant estimates and assumptions primarily related to forecasted revenue growth rates, gross margin, contributory asset charges, customer attrition rates, and market-participant discount rates. These measures are based on significant Level 3 inputs not observable in the market. Key assumptions developed based on the Company’s historical experience, future projections and comparable market data include future cash flows, long-term growth rates, attrition rates and discount rates.
During the three months ended March 31, 2026 and 2025, we recorded amortization expense in relation to the above-listed intangible assets of$72.9 million and$73.3 million, respectively.
The following table presents the estimated amortization expense for intangible assets for the years ending December 31:
| (in thousands) | |
|---|---|
| 2026 (from April 1, 2026) | $206,153 |
| 2027 | 217,128 |
| 2028 | 162,008 |
| 2029 | 103,000 |
| 2030 | 83,280 |
| Thereafter | 341,283 |
| Total future intangible amortization expense | $1,112,852 |
- Accrued Liabilities
Accrued liabilities consisted of the following as of:
| March 31,2026 | December 31,2025 | |
|---|---|---|
| (in thousands) | ||
| Accrued payroll and other employee related expenses | $166,432 | $241,870 |
| Self-insurance reserves | 153,084 | 95,194 |
| Accrued business and other taxes | 72,627 | 68,071 |
| Accrued interest | 50,917 | 63,202 |
| Accrued professional service fees | 28,595 | 26,928 |
| Accrued rebates payable | 20,629 | 33,125 |
| Other | 38,718 | 37,935 |
| Total accrued liabilities | $531,002 | $566,325 |
- Long-Term Debt
Long-term debt consisted of the following as of:
| March 31,2026 | December 31,2025 | |
|---|---|---|
| (in thousands) | ||
| Revolving credit facility (1) | $200,000 | $— |
| 4.25% 2032 notes | 1,300,000 | 1,300,000 |
| 6.375% 2034 notes | 1,000,000 | 1,000,000 |
| 6.75% 2035 notes | 750,000 | 750,000 |
| 6.375% 2032 notes | 700,000 | 700,000 |
| 5.00% 2030 notes | 550,000 | 550,000 |
| Other finance obligations | 179,037 | 183,891 |
| Finance lease obligations | 911 | 1,155 |
| 4,679,948 | 4,485,046 | |
| Unamortized debt discount/premium and debt issuance costs | (42,385) | (43,679) |
| 4,637,563 | 4,441,367 | |
| Less: current maturities of long-term debt | 24,285 | 14,334 |
| Long-term debt, net of current maturities, discounts and issuance costs | $4,613,278 | $4,427,033 |
(1) The weighted average interest rate was 4.7% as of March 31, 2026.
The Company’s Revolving Facility and outstanding senior unsecured notes are discussed in more detail in our 2025 Form 10-K.
Fair Value
As of March 31, 2026, and December 31, 2025, the Company does not have any financial instruments that are measured at fair value on a recurring basis. We have elected to report the value of our Revolving Facility,4.25% senior notes due 2032 (the “4.25% 2032 Notes”),6.375% senior notes due 2034 (the “6.375% 2034 Notes”),6.75% senior notes due 2035 (the “6.75% 2035 Notes”),6.375% senior notes due 2032 (the “6.375% 2032 Notes”), and 5.00% senior notes due 2030 (the “5.00% 2030 Notes”), at amortized cost. The fair values of the 4.25% 2032 Notes,6.375% 2034 Notes,6.75% 2035 Notes,6.375% 2032 Notes, and 5.00% 2030 Notes at March 31, 2026 were approximately$1.2 billion,$1.0 billion,$749.1 million,$702.6 million, and$536.3 million, respectively, which were determined using Level 2 inputs based on market prices.
We were not in violation of any covenants or restrictions imposed by any of our debt agreements at March 31, 2026.
- Employee Stock-Based Compensation
Time Based Restricted Stock Unit Grants
In the first three months of 2026, our board of directors granted 542,500 restricted stock units (“RSUs”) to employees under our 2014 Incentive Plan for which vesting is based solely on continuous employment over the requisite service period. These grants vest over a service period betweenone andthree years. The weighted average grant date fair value for these RSUs was$89.16 per unit, which was based on the closing stock price on the respective grant dates.
Performance, Market and Service Condition Based Restricted Stock Unit Grants
In the first three months of 2026, our board of directors granted 218,500 RSUs to employees under our 2014 Incentive Plan, which cliff vest on the third anniversary of the grant date based on the Company’s level of achievement of performance goals relating to return on invested capital over athree-year period (the “performance condition”) and continued employment during the performance period (the “service condition”). The total number of shares of common stock that may be earned from the performance condition ranges from zero to 200% of the RSUs granted. The number of shares earned from the performance condition may be further increased or decreased by 10% based on the Company’s total shareholder return relative to a peer group during the performance period (the “market condition”). The grant date fair value for these RSUs, with consideration of the market condition, was$88.88 per unit, which was determined using the Monte Carlo simulation model, applying the following assumptions:
| Expected volatility (Company) | 45.2% |
|---|---|
| Expected volatility (peer group median) | 31.0% |
| Correlation between the Company and peer group median | 0.5 |
| Expected dividend yield | 0.0% |
| Risk-free rate | 3.7% |
The expected volatilities and correlation are based on the historical daily returns of our common stock and the common stocks of the constituents of our peer group over the most recent period equal to the measurement period. The expected dividend yield is based on our history of not paying regular dividends in the past and our current intention to not pay regular dividends in the foreseeable future. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant and has a term equal to the measurement period.
- Income Taxes
A reconciliation of the statutory federal income tax rate to our effective rate for continuing operations is provided below:
| Three Months EndedMarch 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Statutory federal income tax rate | 21.0% | 21.0% |
| State income taxes, net of federal income tax | 3.0 | 2.3 |
| Stock-based compensation windfall benefit | (4.1) | (3.0) |
| Permanent differences and other | (1.8) | (0.9) |
| Effective tax rate for continuing operations | 18.1% | 19.4% |
We base our estimate of deferred tax assets and liabilities on current tax laws and rates. In certain cases, we also base our estimate on business plan forecasts and other expectations about future outcomes. Changes in existing tax laws or rates could affect our actual tax results, and future business results may affect the amount of our deferred tax liabilities or the valuation of our deferred tax assets over time. Due to uncertainties in the estimation process, particularly with respect to changes in facts and circumstances in future reporting periods, as well as the residential homebuilding industry’s cyclicality and sensitivity to changes in economic conditions, it is possible that actual results could differ from the estimates used in previous analyses. These differences could have a material impact on our consolidated results of operations or financial position.
On July 4, 2025, H.R.1 - One Big Beautiful Bill was enacted into law (the “Act”). The Act makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. The Company’s deferred income tax liabilities as of March 31, 2026, and December 31, 2025, were$229.7 million and$178.0 million, respectively. The increase was primarily due to the bonus depreciation and domestic research cost expensing elements of the Act. The Act did not have a material impact on our income tax expense (benefit) for the period ended March 31, 2026, and we do not expect it to materially change our effective income tax rate for the year ending December 31, 2026. We anticipate the Act will have a material impact on our future financial results including cash flows. The permanent extension of 100% bonus depreciation and reinstating the expensing of domestic research costs is anticipated to reduce our cash tax payments in current and future years, and to increase our operating cash flows.
- Commitments and Contingencies
As of March 31, 2026, we had outstanding letters of credit totaling$76.0 million under our Revolving Facility that principally support our self-insurance programs.
The Company has a number of known and threatened construction defect legal claims. While these claims are generally covered under the Company’s existing insurance programs to the extent any loss exceeds the deductible, there is a reasonable possibility of loss that is not able to be estimated at this time because (i) many of the proceedings are in the discovery stage, (ii) the outcome of future litigation is uncertain, and/or (iii) the nature of the claims is complex. Although the Company cannot estimate a reasonable range of loss based on currently available information, the resolution of these matters could materially affect the Company's financial position, results of operations or cash flows.
In addition, we are involved in various other claims and lawsuits incidental to the conduct of our business in the ordinary course. We carry insurance coverage in amounts in excess of our self-insured retention that we believe to be reasonable under the circumstances and that may or may not cover any or all of our liabilities in respect to such claims and lawsuits. Although the ultimate disposition of these other proceedings cannot be predicted with certainty, management believes the outcome of any such claims that are pending or threatened, either individually or on a combined basis, will not materially affect our consolidated financial position, cash flows or results of operations. However, there can be no assurances that future adverse judgments and costs would not be material to our results of operations or liquidity for a particular period.
- Significant Segment Expenses
The primary measures reviewed by the CODM, including revenue, gross margin, and income (loss) before income taxes, are shown in these condensed consolidated financial statements. The CODM uses these measures to assess performance for the reportable segment and to decide how to allocate resources. Gross margin and income (loss) before income taxes are driven by the segment’s significant expense items of cost of sales and compensation and benefits, as well as other segment items. Cost of sales is shown in these condensed consolidated financial statements. Compensation and benefits, which are reported within selling, general, and administrative expenses in these condensed consolidated financial statements, were$0.5 billion and$0.6 billion for the three months ended March 31, 2026 and 2025, respectively. Other segment items are substantially all the remaining selling, general, and administrative expenses reported in these condensed consolidated financial statements. The measure of segment assets is reported on the Condensed Consolidated Balance Sheet as total assets.
Item 2. Management’s Discussion and Analysis of
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