A Dark Vector Cognition product

Cover and table of contents

6K characters. Original on sec.gov · Markdown

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

For the fiscal year ended December 31, 2021

OR

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

For the transition period from to

Commission File Number: 001-40620

BUILDERS FIRSTSOURCE, INC.

(Exact name of registrant as specified in its charter)

Delaware52-2084569
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
2001 Bryan Street, Suite 1600 Dallas, Texas75201
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:

(214) 880-3500

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common stock, par value $0.01 per shareBLDRNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑Accelerated filer ☐Non-accelerated filer ☐Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, 2021 was approximately $8,744.7 million based on the closing price per share on that date of $42.66 as reported on the NASDAQ Stock Market LLC.

The number of shares of the registrant’s common stock, par value $0.01, outstanding as of February 23, 2022 was 176,772,541.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for its annual meeting of stockholders to be held on June 14, 2022 are incorporated by reference into Part II and Part III of this Form 10-K.

BUILDERS FIRSTSOURCE, INC.

Table of Contents to Form 10-K

Page
PART I
Item 1.Business3
Item 1A.Risk Factors11
Item 1B.Unresolved Staff Comments22
Item 2.Properties22
Item 3.Legal Proceedings23
Item 4.Mine Safety Disclosures23
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities24
Item 6.Reserved25
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations26
Item 7A.Quantitative and Qualitative Disclosures About Market Risk33
Item 8.Financial Statements and Supplementary Data34
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure67
Item 9A.Controls and Procedures67
Item 9B.Other Information68
Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections68
PART III
Item 10.Directors, Executive Officers and Corporate Governance69
Item 11.Executive Compensation69
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters69
Item 13.Certain Relationships and Related Transactions, and Director Independence70
Item 14.Principal Accountant Fees and Services70
PART IV
Item 15.Exhibits and Financial Statement Schedules71
Item 16Form 10-K Summary74

PART I

Next: Item 1. Business