UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM10-Q

 

 

 

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

For the quarterly period ended JuneSeptember 30, 2018

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: 001-36307

 

 

Installed Building Products, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 45-3707650

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

495 South High Street, Suite 50

Columbus, Ohio

 43215
(Address of principal executive offices) ( Zip Code)

(614)221-3399

(Registrant’s telephone number, including area code)

 

 

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 and posted pursuant to Rule 405 of RegulationS-T (Section 229.405232.405 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 a check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):

 

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

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

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

On July 27,October 26, 2018, the registrant had 31,606,34931,224,974 shares of common stock, par value $0.01 per share, outstanding.

 

 

 


Table of Contents

 

PART I – FINANCIAL INFORMATION

   1 

Item 1.

Financial Statements

   1 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   2527 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

   3234 

Item 4.

Controls and Procedures

   3235 

PART II – OTHER INFORMATION

   3335 

Item 1.

Legal Proceedings

   3335 

Item 1A.

Risk Factors

   3335 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

33

Item 3.

Defaults Upon Senior Securities

33

Item 4.

Mine Safety Disclosures

33

Item 5.

Other Information

33

Item 6.

Exhibits

33

SIGNATURES

   35

Item 3. Defaults Upon Senior Securities

36

Item 4. Mine Safety Disclosures

36

Item 5. Other Information

36

Item 6. Exhibits

36

SIGNATURES

37 

 

i


PART I – FINANCIAL INFORMATION

 

Item 1.

Financial Statements

INSTALLED BUILDING PRODUCTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except share and per share amounts)

 

   June 30,  December 31, 
   2018  2017 

ASSETS

   

Current assets

   

Cash and cash equivalents

  $139,746  $62,510 

Investments

   20,312   30,053 

Accounts receivable (less allowance for doubtful accounts of $4,711 and $4,805 at June 30, 2018 and December 31, 2017, respectively)

   202,150   180,725 

Inventories

   48,574   48,346 

Other current assets

   40,838   33,308 
  

 

 

  

 

 

 

Total current assets

   451,620   354,942 

Property and equipment, net

   85,048   81,075 

Non-current assets

   

Goodwill

   163,023   155,466 

Intangibles, net

   134,233   137,991 

Othernon-current assets

   11,246   9,272 
  

 

 

  

 

 

 

Totalnon-current assets

   308,502   302,729 
  

 

 

  

 

 

 

Total assets

  $845,170  $738,746 
  

 

 

  

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

   

Current liabilities

   

Current maturities of long-term debt

  $20,083  $16,650 

Current maturities of capital lease obligations

   5,143   5,666 

Accounts payable

   87,299   87,425 

Accrued compensation

   22,117   25,399 

Other current liabilities

   26,802   24,666 
  

 

 

  

 

 

 

Total current liabilities

   161,444   159,806 

Long-term debt

   433,324   330,927 

Capital lease obligations, less current maturities

   4,752   6,479 

Deferred income taxes

   7,667   6,444 

Other long-term liabilities

   22,920   24,562 
  

 

 

  

 

 

 

Total liabilities

   630,107   528,218 

Commitments and contingencies (Note 13)

   

Stockholders’ equity

   

Preferred Stock; $0.01 par value: 5,000,000 authorized and 0 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively

   —     —   

Common Stock; $0.01 par value: 100,000,000 authorized, 32,723,972 and 32,524,934 issued and 31,606,349 and 31,862,146 shares outstanding at June 30, 2018 and December 31, 2017, respectively

   327   325 

Additional paid in capital

   178,266   174,043 

Retained earnings

   73,919   48,434 

Treasury Stock; at cost: 1,117,623 and 662,788 shares at June 30, 2018 and December 31, 2017, respectively

   (39,703  (12,781

Accumulated other comprehensive income

   2,254   507 
  

 

 

  

 

 

 

Total stockholders’ equity

   215,063   210,528 
  

 

 

  

 

 

 

Total liabilities and stockholders’ equity

  $845,170  $738,746 
  

 

 

  

 

 

 

1

   September 30,  December 31, 
   2018  2017 

ASSETS

   

Current assets

   

Cash and cash equivalents

  $139,089  $62,510 

Investments

   15,358   30,053 

Accounts receivable (less allowance for doubtful accounts of $5,405 and $4,805 at September 30, 2018 and December 31, 2017, respectively)

   219,444   180,725 

Inventories

   51,491   48,346 

Other current assets

   32,836   33,308 
  

 

 

  

 

 

 

Total current assets

   458,218   354,942 

Property and equipment, net

   85,505   81,075 

Non-current assets

   

Goodwill

   167,738   155,466 

Intangibles, net

   139,709   137,991 

Othernon-current assets

   11,936   9,272 
  

 

 

  

 

 

 

Totalnon-current assets

   319,383   302,729 
  

 

 

  

 

 

 

Total assets

  $863,106  $738,746 
  

 

 

  

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

   

Current liabilities

   

Current maturities of long-term debt

  $22,481  $16,650 

Current maturities of capital lease obligations

   4,954   5,666 

Accounts payable

   94,781   87,425 

Accrued compensation

   25,370   25,399 

Other current liabilities

   29,510   24,666 
  

 

 

  

 

 

 

Total current liabilities

   177,096   159,806 

Long-term debt

   433,752   330,927 

Capital lease obligations, less current maturities

   3,870   6,479 

Deferred income taxes

   7,758   6,444 

Other long-term liabilities

   26,279   24,562 
  

 

 

  

 

 

 

Total liabilities

   648,755   528,218 

Commitments and contingencies (Note 13)

   

Stockholders’ equity

   

Preferred stock; $0.01 par value: 5,000,000 authorized and 0 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively

   —     —   

Common stock; $0.01 par value: 100,000,000 authorized, 32,723,972 and 32,524,934 issued and 31,224,974 and 31,862,146 shares outstanding at September 30, 2018 and December 31, 2017, respectively

   327   325 

Additional paid in capital

   180,106   174,043 

Retained earnings

   88,736   48,434 

Treasury stock; at cost: 1,498,998 and 662,788 shares at September 30, 2018 and December 31, 2017, respectively

   (57,890  (12,781

Accumulated other comprehensive income

   3,072   507 
  

 

 

  

 

 

 

Total stockholders’ equity

   214,351   210,528 
  

 

 

  

 

 

 

Total liabilities and stockholders’ equity

  $863,106  $738,746 
  

 

 

  

 

 

 

See accompanying notes to consolidated financial statements


INSTALLED BUILDING PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

INCOME (UNAUDITED)

(in thousands, except share and per share amounts)

 

   Three months ended June 30,  Six months ended June 30, 
   2018   2017  2018   2017 

Net revenue

  $332,584   $282,196  $634,312   $537,865 

Cost of sales

   236,941    197,268   458,693    380,765 
  

 

 

   

 

 

  

 

 

   

 

 

 

Gross profit

   95,643    84,928   175,619    157,100 

Operating expenses

       

Selling

   16,020    13,650   31,866    27,676 

Administrative

   44,971    41,761   89,174    81,022 

Amortization

   7,322    6,550   14,450    12,966 
  

 

 

   

 

 

  

 

 

   

 

 

 

Operating income

   27,330    22,967   40,129    35,436 

Other expense

       

Interest expense, net

   5,691    4,865   9,731    7,035 

Other

   163    131   285    283 
  

 

 

   

 

 

  

 

 

   

 

 

 

Income before income taxes

   21,476    17,971   30,113    28,118 

Income tax provision

   5,161    5,998   7,404    9,781 
  

 

 

   

 

 

  

 

 

   

 

 

 

Net income

  $16,315   $11,973  $22,709   $18,337 
  

 

 

   

 

 

  

 

 

   

 

 

 

Other comprehensive income (loss), net of tax:

       

Unrealized gain (loss) on cash flow hedge, net of tax (provision) benefit of ($159) and $50 for the three months ended June 30, 2018 and 2017, respectively, and ($545) and $50 for the six months ended June 30, 2018 and 2017, respectively

   475    (77  1,635    (77
  

 

 

   

 

 

  

 

 

   

 

 

 

Comprehensive income

  $16,790   $11,896  $24,344   $18,260 
  

 

 

   

 

 

  

 

 

   

 

 

 

Basic and diluted net income per share

  $0.52   $0.38  $0.72   $0.58 
  

 

 

   

 

 

  

 

 

   

 

 

 

Weighted average shares outstanding:

       

Basic

   31,345,390    31,646,460   31,447,067    31,618,624 

Diluted

   31,452,583    31,709,554   31,612,581    31,698,460 

2

   Three months ended September 30,   Nine months ended September 30, 
   2018   2017   2018   2017 

Net revenue

  $348,999   $295,193   $983,311   $833,058 

Cost of sales

   251,665    209,612    710,358    590,377 
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

   97,334    85,581    272,953    242,681 

Operating expenses

        

Selling

   17,434    14,865    49,300    42,541 

Administrative

   48,337    41,657    137,511    122,679 

Amortization

   5,228    6,824    19,678    19,790 
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

   26,335    22,235    66,464    57,671 

Other expense

        

Interest expense, net

   5,282    4,421    15,013    11,456 

Other

   132    83    417    366 
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

   20,921    17,731    51,034    45,849 

Income tax provision

   5,358    5,721    12,762    15,502 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

  $15,563   $12,010   $38,272   $30,347 
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss), net of tax:

        

Unrealized gain (loss) on cash flow hedge, net of tax (provision)/benefit of ($278) and ($21) for the three months ended September 30, 2018 and 2017, respectively, and ($822) and $30 for the nine months ended September 30, 2018 and 2017, respectively

   818    32    2,453    (45
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

  $16,381   $12,042   $40,725   $30,302 
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic net income per share

  $0.50   $0.38   $1.22   $0.96 
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted net income per share

  $0.50   $0.38   $1.21   $0.96 
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding:

        

Basic

   31,229,086    31,659,503    31,373,871    31,632,400 

Diluted

   31,312,756    31,766,881    31,512,104    31,712,515 

See accompanying notes to consolidated financial statements


INSTALLED BUILDING PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except share amounts)

 

        Additional
Paid In
Capital
           Accumulated Other
Comprehensive
Loss
  Stockholders’
Equity
 
  Common Stock  Retained  Treasury Stock 
  Shares  Amount  Earnings  Shares  Amount 

BALANCE - January 1, 2017

  32,135,176  $321  $158,581  $7,294   (650,402 $(12,219 $—    $153,977 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net Income

     18,337      18,337 

Issuance of Common Stock for Acquisition

  282,577   3   10,856       10,859 

Issuance of Common Stock Awards to Employees

  101,241   1   (1      —   

Surrender of Common Stock Awards by Employees

      (11,587  (550   (550

Share-Based Compensation Expense

    2,270       2,270 

Share-Based Compensation Issued to Directors

  5,940    300       300 

Other Comprehensive Loss, Net of Tax

        (77  (77
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

BALANCE - June 30, 2017

  32,524,934  $325  $172,006  $25,631   (661,989 $(12,769 $(77 $185,116 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  Common Stock  Additional
Paid In
Capital
  Retained
Earnings
     Accumulated Other
Comprehensive
Income
  Stockholders’
Equity
 
  Treasury Stock 
  Shares  Amount  Shares  Amount 

BALANCE - January 1, 2018

  32,524,934  $325  $174,043  $48,434   (662,788 $(12,781 $507  $210,528 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net Income

     22,709      22,709 

Cumulative Effect of Accounting Changes, Net of Tax

     2,776     112   2,888 

Issuance of Common Stock Awards to Employees

  194,093   2   (2      —   

Surrender of Common Stock Awards by Employees

      (42,118  (2,282   (2,282

Share-Based Compensation Expense

    4,200       4,200 

Share-Based Compensation Issued to Directors

  4,945    25       25 

Common Stock Repurchase

      (412,717  (24,640   (24,640

Other Comprehensive Income, Net of Tax

        1,635   1,635 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

BALANCE - June 30, 2018

  32,723,972  $327  $178,266  $73,919   (1,117,623 $(39,703 $2,254  $215,063 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
     Additional           Accumulated Other    
  Common Stock  Paid In  Retained  Treasury Stock  Comprehensive  Stockholders’ 
  Shares  Amount  Capital  Earnings  Shares  Amount  Loss  Equity 

BALANCE - January 1, 2017

  32,135,176  $321  $158,581  $7,294   (650,402 $(12,219 $—    $153,977 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income

     30,347      30,347 

Purchase of remaining interest in subsidiary

    (1,890      (1,890

Issuance of common stock for acquisition

  282,577   3   10,856       10,859 

Issuance of common stock awards to employees

  101,241   1   (1      —   

Surrender of common stock awards by employees

      (11,971  (550   (550

Share-based compensation expense

    4,360       4,360 

Share-based compensation issued to directors

  5,940    300       300 

Other comprehensive loss, net of tax

        (45  (45
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

BALANCE - September 30, 2017

  32,524,934  $325  $172,206  $37,641   (662,373 $(12,769 $(45 $197,358 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
     Additional           Accumulated Other    
  Common Stock  Paid In  Retained  Treasury Stock  Comprehensive  Stockholders’ 
  Shares  Amount  Capital  Earnings  Shares  Amount  Income  Equity 

BALANCE - January 1, 2018

  32,524,934  $325  $174,043  $48,434   (662,788 $(12,781 $507  $210,528 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income

     38,272      38,272 

Cumulative effect of accounting changes, net of tax

     2,0301      112   2,142 

Issuance of common stock awards to employees

  194,093   2   (2      —   

Surrender of common stock awards by employees

      (42,799  (2,282   (2,282

Share-based compensation expense

    5,965       5,965 

Share-based compensation issued to directors

  4,945    100       100 

Common stock repurchase

      (793,411  (42,827   (42,827

Other comprehensive income, net of tax

        2,453   2,453 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

BALANCE - September 30, 2018

  32,723,972  $327  $180,106  $88,736   (1,498,998 $(57,890 $3,072  $214,351 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

1

See Note 3, Revenue Recognition, regarding the change in balance.

See accompanying notes to consolidated financial statements


INSTALLED BUILDING PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

 

   Six months ended June 30, 
   2018  2017 

Cash flows from operating activities

   

Net income

  $22,709  $18,337 

Adjustments to reconcile net income to net cash provided by operating activities

   

Depreciation and amortization of property and equipment

   16,231   13,482 

Amortization of intangibles

   14,450   12,966 

Amortization of deferred financing costs and debt discount

   601   424 

Provision for doubtful accounts

   1,108   1,807 

Write-off of debt issuance costs

   1,114   1,201 

Gain on sale of property and equipment

   (227  (190

Noncash stock compensation

   4,196   2,570 

Changes in assets and liabilities, excluding effects of acquisitions

   

Accounts receivable

   (20,192  (17,421

Inventories

   (3,995  342 

Other assets

   (3,739  (1,263

Accounts payable

   304   (2,043

Income taxes payable/receivable

   5,187   (4,102

Other liabilities

   (4,622  2,316 
  

 

 

  

 

 

 

Net cash provided by operating activities

   33,125   28,426 
  

 

 

  

 

 

 

Cash flows from investing activities

   

Purchases of investments

   (17,782  (25,328

Maturities of short term investments

   27,500   —   

Purchases of property and equipment

   (18,478  (14,681

Acquisitions of businesses, net of cash acquired of $0 and $247, respectively

   (18,626  (116,883

Proceeds from sale of property and equipment

   557   451 

Other

   (1,540  (1,532
  

 

 

  

 

 

 

Net cash used in investing activities

   (28,369  (157,973
  

 

 

  

 

 

 

Cash flows from financing activities

   

Proceeds from term loan under credit agreement applicable to respective period (Note 6)

   100,000   300,000 

Payments on term loan under credit agreement applicable to respective period (Note 6)

   (750  (96,250

Proceeds from delayed draw term loan under credit agreement applicable to respective period (Note 6)

   —     112,500 

Payments on delayed draw term loan under credit agreement applicable to respective period (Note 6)

   —     (125,000

Proceeds from vehicle and equipment notes payable

   14,271   9,317 

Debt issuance costs

   (1,933  (7,940

Principal payments on long-term debt

   (6,863  (4,915

Principal payments on capital lease obligations

   (3,028  (3,738

Acquisition-related obligations

   (2,295  (1,669

Repurchase of common stock

   (24,640  —   

Surrender of common stock awards by employees

   (2,282  (550
  

 

 

  

 

 

 

Net cash provided by financing activities

   72,480   181,755 
  

 

 

  

 

 

 

Net change in cash and cash equivalents

   77,236   52,208 

Cash and cash equivalents at beginning of period

   62,510   14,482 
  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $139,746  $66,690 
  

 

 

  

 

 

 

Supplemental disclosures of cash flow information

   

Net cash paid during the period for:

   

Interest

  $8,349  $5,634 

Income taxes, net of refunds

   1,906   13,401 

Supplemental disclosure of noncash investing and financing activities

   

Common stock issued for acquisition of business

   —     10,859 

Vehicles capitalized under capital leases and related lease obligations

   814   2,519 

Seller obligations in connection with acquisition of businesses

   3,801   3,025 

Unpaid purchases of property and equipment included in accounts payable

   1,027   658 

4

   Nine months ended September 30, 
   2018  2017 

Cash flows from operating activities

   

Net income

  $38,272  $30,347 

Adjustments to reconcile net income to net cash provided by operating activities

   

Depreciation and amortization of property and equipment

   24,567   20,732 

Amortization of intangibles

   19,678   19,790 

Amortization of deferred financing costs and debt discount

   883   768 

Provision for doubtful accounts

   2,219   2,208 

Write-off of debt issuance costs

   1,164   1,201 

Gain on sale of property and equipment

   (551  (329

Noncash stock compensation

   6,089   4,750 

Changes in assets and liabilities, excluding effects of acquisitions

   

Accounts receivable

   (35,953  (24,636

Inventories

   (6,799  68 

Other assets

   (801  695 

Accounts payable

   7,523   2,665 

Income taxes receivable / payable

   10,542   (10,167

Other liabilities

   2,016   5,249 
  

 

 

  

 

 

 

Net cash provided by operating activities

   68,849   53,341 
  

 

 

  

 

 

 

Cash flows from investing activities

   

Purchases of investments

   (22,818  (25,195

Maturities of short term investments

   37,500   —   

Purchases of property and equipment

   (27,051  (22,947

Acquisitions of businesses, net of cash acquired of $0 and $247, respectively

   (34,682  (130,994

Proceeds from sale of property and equipment

   1,106   682 

Other

   (1,590  (1,845
  

 

 

  

 

 

 

Net cash used in investing activities

   (47,535  (180,299
  

 

 

  

 

 

 

Cash flows from financing activities

   

Proceeds from term loan under credit agreement applicable to respective period (Note 6)

   100,000   300,000 

Payments on term loan under credit agreement applicable to respective period (Note 6)

   (750  (97,000

Proceeds from delayed draw term loan under credit agreement applicable to respective period (Note 6)

   —     112,500 

Payments on delayed draw term loan under credit agreement applicable to respective period (Note 6)

   —     (125,000

Proceeds from vehicle and equipment notes payable

   20,657   15,817 

Debt issuance costs

   (1,992  (8,175

Principal payments on long-term debt

   (10,324  (7,201

Principal payments on capital lease obligations

   (4,316  (5,583

Acquisition-related obligations

   (2,901  (3,434

Repurchase of common stock

   (42,827  —   

Surrender of common stock awards by employees

   (2,282  (550

Purchase of remaining interest in subsidiary

   —     (1,890
  

 

 

  

 

 

 

Net cash provided by financing activities

   55,265   179,484 
  

 

 

  

 

 

 

Net change in cash and cash equivalents

   76,579   52,526 

Cash and cash equivalents at beginning of period

   62,510   14,482 
  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $139,089  $67,008 
  

 

 

  

 

 

 

Supplemental disclosures of cash flow information

   

Net cash paid during the period for:

   

Interest

  $14,110  $9,733 

Income taxes, net of refunds

   1,902   26,292 

Supplemental disclosure of noncash investing and financing activities

   

Common stock issued for acquisition of business

   —     10,859 

Vehicles capitalized under capital leases and related lease obligations

   1,034   4,073 

Seller obligations in connection with acquisition of businesses

   5,420   3,759 

Unpaid purchases of property and equipment included in accounts payable

   615   1,108 

See accompanying notes to consolidated financial statements


INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

NOTE 1 – ORGANIZATION

Installed Building Products, Inc. (“IBP”), a Delaware corporation formed on October 28, 2011, and its wholly-owned subsidiaries (collectively referred to as the “Company” and “we,” “us” and “our”) primarily install insulation, waterproofing, fire-stopping, fireproofing, garage doors, rain gutters, shower doors, closet shelving and mirrors and other products for residential and commercial builders located in the continental United States. The Company operates in over 125 locations and its corporate office is located in Columbus, Ohio.

We have one operating segment and a single reportable segment. We offer our portfolio of services for new and existing single-family and multi-family residential and commercial building projects from our national network of branch locations. Each of our branches has the capacity to serve all of our end markets. See Note 3, Revenue Recognition, for information on our revenues by product and end market.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying Condensed Consolidated Financial Statements include all of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

The information furnished in the Condensed Consolidated Financial Statements includes normal recurring adjustments and reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations and statements of financial position for the interim periods presented. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) have been omitted pursuant to such rules and regulations. We believe that the disclosures are adequate to prevent the information presented from being misleading when read in conjunction with our audited consolidated financial statements and the notes thereto included in Part II, Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form10-K for the fiscal year ended December 31, 2017 (the “2017 Form10-K”), as filed with the SEC on February 28, 2018. The December 31, 2017 condensed consolidated balance sheet data herein was derived from the audited consolidated financial statements but does not include all disclosures required by U.S. GAAP.

Our interim operating results for the three and sixnine months ended JuneSeptember 30, 2018 are not necessarily indicative of the results to be expected in future operating quarters.See Item 1A, Risk Factors, in our 2017 Form10-K for additional information regarding risk factors that may impact our results.

Note 2 to the audited consolidated financial statements in our 2017 Form10-K describes the significant accounting policies and estimates used in preparation of the audited consolidated financial statements. There have been no changesDuring the nine months ended September 30, 2018, we changed certain of our critical accounting policies and estimates from those previously disclosed in our 2017 Form10-K, in relation to our significantrevenue recognition and our hedge accounting policies during the three or six months ended June 30, 2018 except in the area of our revenue recognition, as a result of the adoption of ASU2014-09, “Revenue from Contracts with Customers (Topic 606)” and related subsequently issued amendments, effectivenew accounting standards on January 1, 2018. Our revenue recognition accounting policy is described in Note 3, Revenue Recognition.Recognition, and our hedge accounting policy is described in Note 8, Derivatives and Hedging Activities.

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Recently Adopted Accounting Pronouncements

 

Standard

 

Adoption

ASU2014-09,Revenue from Contracts with Customers (Topic 606) ASC 606 sets forth a new revenue recognition model that requires identifying the contract(s) with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations and recognizing the revenue upon satisfaction of performance obligations. We adopted the provisions of ASU2014-09 and related subsequently-issued amendments beginning on January 1, 2018 using the modified retrospective approach and, as such, recognized a $2.9$2.1 million cumulative effect, net of tax, of initially applying the standard as an increase to the opening balance of retained earnings on January 1, 2018. See Note 3, Revenue Recognition, for further information regarding our revenue recognition policies.policies and the revisions to correct certain immaterial misstatements.
ASU2017-12,Derivatives and Hedging (Topic 815): Targeted Improvements to accounting for Hedging Activities ASU2017-12 better aligns a company’s risk management activities and financial reporting for hedging relationships and makes certain improvements to simplify the application of hedge accounting guidance. For public business entities, this update is effective for financial statements issued for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with early adoption permitted. We elected to early adopt this ASU effective January 1, 2018 and, as such, recognized a $0.1 million adjustment to our opening retained earnings and accumulated other comprehensive income as of January 1, 2018 to reclassify the cash flow hedge ineffectiveness previously recorded in net income in the fourth quarter of 2017 to accumulated other comprehensive income.
ASU2018-05,Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 In March 2018, the Financial Accounting Standards Board issued ASU2018-05, which became effective immediately. ASU2018-05 adds various SEC paragraphs pursuant to the issuance of the December 2017 SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”). See Note 11, Income Taxes, for additional information regarding the adoption of ASU2018-05.
ASU2018-15,Intangibles—Goodwill andOther—Internal-Use Software (Subtopic350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force)ASU2018-15 amends the existing accounting standards for capitalizing implementation costs ofinternal-use software by including service contracts in a cloud computing arrangement. For public business entities, this update is effective for financial statements issued for fiscal years beginning after December 15, 2019 and interim periods therein, with early adoption permitted. We elected to early adopt this ASU using the prospective approach effective July 1, 2018 and, as such, have capitalized certain implementation costs associated with service contracts in a cloud computing arrangement. The effects of adoption were not significant.

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Recently Issued Accounting Pronouncements Not Yet Adopted

We are currently evaluating the impact of certain ASUs on our Condensed Consolidated Financial Statements or Notes to Consolidated Financial Statements, which are described below:

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Standard

 

Description

 

Effective Date

 

Effect on the financial

statements
or other significant

matters

ASU2016-02,Leases (Topic 842) This pronouncement and related subsequently-issued amendments change the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASC 842 requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. Annual periods beginning after December 15, 2018, including interim periods therein. Early adoption is permitted. This ASU requires substantially all leases, with the exception of leases with a term of one year or less, to be recorded on the balance sheet as a lease liability measured as the present value of the future lease payments with a correspondingright-of-use asset. This ASU also requires disclosures designed to give financial statement users information on the amount, timing and uncertainty of cash flows. We anticipate taking advantage of the practical expedient options which allow an entity to not reassess whether any existing or expired contracts contain leases, not reassess lease classifications for existing or expired leases and not reassess initial direct costs for an existing lease. We are currentlyalso evaluating other optional practical expedients and policy elections. The cumulative effect of adoption will be recorded to retained earnings in the processperiod of completingadoption. We have completed the design phase of our implementation of this standard and will begin implementation in the 3rd quarter of 2018. To date, we have identified the system we will utilize to track related data, selected a vendor and are in the final stagesprocess of testingimplementing changes to our systems and processes in conjunction with a review of existing lease agreements. Based on a preliminary assessment, we expect that substantially all of our operating lease commitments will be subject to the system. We expect the adoption of this standard will have a significant impact on our Condensed Consolidated Balance Sheets. Additionally, we are evaluating our existing processesnew guidance and internal controls to ensure we meet the standard’s reportingrecognized as operating lease liabilities and disclosure requirements.right-of-use assets upon adoption. We will adopt these standards effective January 1, 2019.

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

ASU2016-13,Financial Instruments-Credit Losses (Topic 326)  This pronouncement amends the accounting for credit losses onavailable-for-sale debt securities and purchased financial assets with credit deterioration. In addition, these amendments require the measurement of all expected credit losses for financial assets, including trade accounts receivable, held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts.  Annual periods beginning after December 15, 2019, including interim periods therein. Early adoption is permitted.  We are currently evaluating whether this ASU will have a material impact on our consolidated financial statements.
ASU2017-04,Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill ImpairmentTo address concerns over the cost and complexity of thetwo-step goodwill impairment test, this pronouncement removes the second step of the goodwill impairment test. Going forward, an entity will apply aone-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit.Annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted.We are currently evaluating the provisions of this ASU and the impact it will have on our disclosures.
ASU2018-13,Fair Value Measurement (Topic 820):Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement

This pronouncement amends Topic 820 to eliminate, add and modify certain disclosure requirements for fair value measurements.

Annual periods beginning after December 15, 2019, including interim periods therein. Early adoption is permitted.We are currently evaluating the provisions of this ASU and the impact it will have on our disclosures.

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 3 – REVENUE RECOGNITION

Adoption of ASC Topic 606, “Revenue from Contracts with Customers”

On January 1, 2018, we adopted the new accounting standard ASC 606, “Revenue from Contracts with Customers” using the modified retrospective method applied to those contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.

We recorded a $2.9$2.1 million cumulative effect adjustment as an increase to opening retained earnings, net of tax,a $2.8 million increase to other current assets and a $0.7 million increase to deferred income taxes, respectively, on January 1, 2018 due to the impact of adopting Topic 606, with the impact primarily related to the change in accounting for certain of our short-term contracts that were previously accounted for on a completed contract basis, whereas, under ASC 606, we now recognize revenue associated with these contracts over time as service is performed and the transfer of control occurs, based on apercentage-of-completion method usingcost-to-cost input methods as a measure of progress. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.periods.The cumulative effect adjustment has been revised from the amount previously disclosed in our interim financial statements filed on Form10-Q for the quarterly periods ended March 31, 2018 and June 30, 2018 to correct certain immaterial misstatements. The result of correcting these misstatements was an $0.8 million decrease to opening retained earnings, a $1.0 million decrease to other current assets and a $0.2 million decrease to deferred income taxes recorded in the three months ended September 30, 2018.

Impact of New Revenue Recognition Standard on Financial Statement Line Items

The following table summarizes the impact of the new revenue standard on the Condensed Consolidated Balance Sheet as of September 30, 2018, including the cumulative effect of applying the new standard to all contracts upon adoption (in thousands):

   Impact of Change in Accounting Policy 
   As reported   Adjustments   Without adoption 

Inventories

  $51,491   $7,003   $58,494 

Other current assets

   32,836    (10,689   22,147 

Total assets

   863,106    (3,686   859,420 

Deferred income taxes

   7,758    (921   6,837 

Retained earnings

   88,736    (2,765   85,971 

Total liabilities and stockholders’ equity

   863,106    (3,686   859,420 

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table summarizes the impact of the new revenue standard on the Condensed Consolidated Statements of Operations and Comprehensive Income (in thousands):

   Three months ended September 30, 2018   Nine months ended September 30, 2018 
   As reported   Adjustments  Without adoption   As reported   Adjustments  Without adoption 

Net revenue

  $ 348,999   $60  $ 349,059   $ 983,311   $ (2,612 $ 980,699 

Cost of sales

   251,665    (207  251,458    710,358    (1,781  708,577 

Income before income taxes

  $20,921   $267  $21,188   $51,034   $(831 $50,203 

Income tax provision

   5,358    68   5,426    12,762    (208  12,554 
  

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Net income

  $15,563   $199  $15,762   $38,272   $(623 $37,649 
  

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Revenue Recognition

Our revenues are derived primarily through contracts with customers whereby we install insulation and other complementary building products and are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We recognize revenue using thepercentage-of-completion method of accounting, utilizing acost-to-cost input approach as we believe this represents the best measure of when goods and services are transferred to the customer. An insignificant portion of our sales, primarily retail sales, is accounted for on apoint-in-time basis when the sale occurs, adjusted accordingly for any return provisions. We do offer assurance-type warranties on certain of our installed products and services that do not represent a separate performance obligation and, as such, do not impact the timing or extent of revenue recognition.

When thepercentage-of-completion method is used, we estimate the costs to complete individual contracts and record as revenue that portion of the total contract price that is considered complete based on the relationship of costs incurred to date to total anticipated costs (thecost-to-cost approach). Under thecost-to-cost approach, the use of estimated costs to complete each contract is a significant variable in the process of determining recognized revenue, requires significant judgment and can change throughout the duration of a contract due to contract modifications and other factors impacting job completion. The costs of earned revenue include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools and repairs. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.

Our long-term contracts can be subject to modification to account for changes in contract specifications and requirements. We consider contract modifications to exist when the modification either creates new, or changes the existing, enforceable rights and obligations. Most of our contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulativecatch-up basis.

Billing on our long-term contracts occurs primarily on a monthly basis throughout the contract period whereby we submit invoices for customer payment based on actual or estimated costs incurred during the billing period. On certain of our long-term contracts the customer may withhold payment on an invoice equal to a percentage of the invoice amount, which will be subsequently paid after satisfactory completion of each installation project. This amount is referred to as retainage and is common practice in the

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

construction industry, as it allows for customers to ensure the quality of the service performed prior to full payment. Retainage receivables are classified as current or long-term assets based on the expected time to project completion.

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

We disaggregate our revenue from contracts with customers by end market and product, as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. The following tables present our revenues disaggregated by end market and product (in thousands):

 

  Three months ended June 30, Six months ended June 30,   Three months ended September 30, Nine months ended September 30, 
  2018     2017(1)     2018     2017(1)       2018     2017(1)     2018     2017(1)     

Residential new construction

  $257,904    77 $216,866    77 $487,546    77 $409,388    76  $268,254    77 $228,526    77 $755,800    77 $637,915    77

Repair and remodel

   21,873    7 18,006    6 42,345    7 34,875    7   23,107    7 18,722    6 65,453    7 53,597    6

Commercial

   52,807    16 47,324    17 104,421    16 93,602    17   57,638    16 47,945    17 162,058    16 141,546    17
  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

 

Net revenues

  $332,584    100 $282,196    100 $634,312    100 $537,865    100  $348,999    100 $295,193    100 $983,311    100 $833,058    100
  

 

    

 

    

 

    

 

     

 

    

 

    

 

    

 

   

 

  Three months ended June 30,     Six months ended June 30,       Three months ended September 30, Nine months ended September 30, 
  2018     2017(1)     2018     2017(1)       2018     2017(1)     2018     2017(1)     

Insulation

  $218,493    66 $189,967    67 $420,768    67 $365,590    68  $225,503    65 $195,872    66 $646,270    66 $561,462    67

Waterproofing

   24,892    7 22,119    8 47,498    7 43,124    8   25,980    7 21,571    7 73,477    7 64,695    8

Shower doors, shelving and mirrors

   22,773    7 18,373    6 43,032    7 31,258    6   23,190    7 21,849    7 66,222    7 53,107    6

Garage doors

   19,326    6 15,176    5 34,792    5 29,464    5   21,781    6 15,874    6 56,574    6 45,338    5

Rain gutters

   10,608    3 10,188    4 19,266    3 18,630    3   12,163    4 10,863    4 31,429    3 29,493    4

Blinds

   8,079    2 1,890    1 13,385    2 3,274    1   7,811    2 2,634    1 21,196    2 5,909    1

Other building products

   28,413    9 24,483    9 55,571    9 46,525    9   32,571    9 26,530    9 88,143    9 73,054    9
  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

 

Net revenues

  $332,584    100 $282,196    100 $634,312    100 $537,865    100  $348,999    100 $295,193    100 $983,311    100 $833,058    100
  

 

    

 

    

 

    

 

     

 

    

 

    

 

    

 

   

 

(1) 

As noted above, prior period amounts have not been adjusted under the modified retrospective method.

Contract Assets and Liabilities

Our contract assets consist of unbilled amounts typically resulting from sales under long-term contracts when thecost-to-cost method of revenue recognition is utilized and revenue recognized, based on costs incurred, exceeds the amount billed to the customer. Our contract assets are recorded in other current assets in our Consolidated Balance Sheets. Our contract liabilities consist of customer deposits and billings in excess of revenue recognized, based on costs incurred and is included in other current liabilities in our Consolidated Balance Sheets. For presentation purposes, uncompleted contracts as of December 31, 2017 have been restated to reflect the adoption of ASC 606 on January 1, 2018.

Contract assets and liabilities related to our uncompleted contracts and customer deposits were as follows (in thousands):

 

   June 30,   December 31, 
   2018   2017 

Contract assets

  $18,132   $6,182 

Contract liabilities

   (6,900   (4,376

The increase in contract assets as of June 30, 2018 compared to December 31, 2017 is primarily a result of the adoption of ASC 606 on January 1, 2018, which increased the unbilled receivable balance included in other current assets.

Uncompleted contracts were as follows (in thousands):

   September 30,   December 31, 
   2018   2017 

Contract assets

  $17,229   $14,476 

Contract liabilities

   (8,039   (7,519

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

   June 30,   Deember 31, 
   2018   2017 

Costs incurred on uncompleted contracts

  $109,643   $79,235 

Estimated earnings

   57,995    44,035 
  

 

 

   

 

 

 

Total

   167,638    123,270 

Less: Billings to date

   153,687    121,464 
  

 

 

   

 

 

 

Net under (over) billings

  $13,951   $1,806 
  

 

 

   

 

 

 

Uncompleted contracts were as follows (in thousands):

   September 30,
2018
   December 31,
2017
 

Costs incurred on uncompleted contracts

  $112,444   $84,563 

Estimated earnings

   57,834    47,000 
  

 

 

   

 

 

 

Total

   170,278    131,563 

Less: Billings to date

   158,218    122,144 
  

 

 

   

 

 

 

Net under (over) billings

  $12,060   $9,419 
  

 

 

   

 

 

 

Net under (over) billings were as follows (in thousands):

 

  June 30,
2018
   December 31,
2017
   September 30,
2018
   December 31,
2017
 

Costs and estimated earnings in excess of billings on uncompleted contracts (contract assets)

  $18,132   $6,182   $17,229   $14,476 

Billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities)

   (4,181   (4,376   (5,169   (5,057
  

 

   

 

   

 

   

 

 

Net under (over) billings

  $13,951   $1,806   $12,060   $9,419 
  

 

   

 

   

 

   

 

 

During the three and sixnine months ended JuneSeptember 30, 2018, we recognized $0.6$0.1 and $6.9$7.0 million of revenue, respectively, that was included in the contract liability balance at December 31, 2017. We did not recognize any impairment losses on our receivables and contract assets during the three and sixnine months ended JuneSeptember 30, 2018.

Remaining performance obligations represent the transaction price of contracts for which work has not been performed and excludes unexercised contract options and potential modifications. As of JuneSeptember 30, 2018, the aggregate amount of the transaction price allocated to remaining uncompleted contracts was $83.8$87.1 million. We expect to recognize revenue on substantially all of these uncompleted contracts over the next 18 months.

Practical Expedients and Exemptions

We generally expense sales commissions and other incremental costs of obtaining a contract when incurred because the amortization period is usually one year or less. Sales commissions are recorded within selling expenses withinon the Condensed Consolidated Statements of Operations and Comprehensive Income.

We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

NOTE 4 – INVESTMENTS

Cash and cash equivalents includes investments in money market funds that are valued based on the net asset value of the funds. The cash equivalents consist primarily of money market funds that are Level 1 measurements. The investments in these funds were $123.0$117.7 million and $55.6 million as of JuneSeptember 30, 2018 and December 31, 2017, respectively. As of June 30, 2018, approximately $100.0 million of the $123.0 million in investments in money market fundsThe increase from December 31, 2017 primarily stems from an additional $100.0 million in loan proceeds received in connection with our term loan amendment that took place on June 19, 2018. See Note 6, Long-Term Debt, for additional information.

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

All other investments are classified asheld-to-maturity and consist of highly liquid instruments, primarily including corporate bonds and commercial paper. As of JuneSeptember 30, 2018 and December 31, 2017, the

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

amortized cost of these investments equaled the net carrying value, which was $20.3$15.4 million and $30.1 million, respectively. Allheld-to-maturity securities as of JuneSeptember 30, 2018 mature in one year or less. See Note 7, Fair Value Measurements, for additional information.

NOTE 5 – GOODWILL AND INTANGIBLES

Goodwill

The change in carrying amount of goodwill was as follows (in thousands):

 

  Goodwill
(Gross)
   Accumulated
Impairment
Losses
   Goodwill
(Net)
   Goodwill
(Gross)
   Accumulated
Impairment
Losses
   Goodwill
(Net)
 

January 1, 2018

  $225,470   $(70,004  $155,466   $225,470   $(70,004  $155,466 

Business Combinations

   7,086    —      7,086    11,771    —      11,771 

Other

   471    —      471    501    —      501 
  

 

   

 

   

 

   

 

   

 

   

 

 

June 30, 2018

  $233,027   $(70,004  $163,023 

September 30, 2018

  $237,742   $(70,004  $167,738 
  

 

   

 

   

 

   

 

   

 

   

 

 

Other changes included in the above table represent minor adjustments for the allocation of certain acquisitions still under measurement and one immaterial acquisition completed during the sixnine months ended JuneSeptember 30, 2018.

We test goodwill for impairment annually during the fourth quarter of our fiscal year or earlier if there is an impairment indicator. No impairment was recognized during either of the sixnine month periods ended JuneSeptember 30, 2018 or 2017.

Intangibles, net

The following table provides the gross carrying amount, accumulated amortization and net book value for each major class of intangibles (in thousands):

 

  As of June 30, 2018   As of December 31, 2017   As of September 30, 2018   As of December 31, 2017 
  Gross
Carrying
Amount
   Accumulated
Amortization
   Net
Book
Value
   Gross
Carrying
Amount
   Accumulated
Amortization
   Net
Book
Value
   Gross
Carrying
Amount
   Accumulated
Amortization
   Net Book
Value
   Gross
Carrying
Amount
   Accumulated
Amortization
   Net Book
Value
 

Amortized intangibles:

                        

Customer relationships

  $127,900   $45,211   $82,689   $121,015   $38,651   $82,364   $135,900   $48,668   $87,232   $121,015   $38,651   $82,364 

Covenantsnot-to-compete

   12,715    6,120    6,595    11,807    4,773    7,034    13,780    6,826    6,954    11,807    4,773    7,034 

Trademarks and trade names

   61,068    16,119    44,949    58,136    14,076    44,060    62,248    17,166    45,082    58,136    14,076    44,060 

Backlog

   13,600    13,600    —      13,600    9,067    4,533    14,060    13,619    441    13,600    9,067    4,533 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  $215,283   $81,050   $134,233   $204,558   $66,567   $137,991   $225,988   $86,279   $139,709   $204,558   $66,567   $137,991 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

The gross carrying amount of intangibles increased approximately $10.7$21.4 million during the sixnine months ended JuneSeptember 30, 2018 primarily due to business combinations. See Note 14, Business Combinations, for more information. Remaining estimated aggregate annual amortization expense is as follows (amounts, in thousands, are for the fiscal year ended):

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Remainder of 2018

   10,084   5,442 

2019

   19,685   21,332 

2020

   18,893   20,400 

2021

   17,850   19,094 

2022

   16,932   18,176 

Thereafter

   50,789   55,265 

NOTE 6 – LONG-TERM DEBT

Long-term debt consisted of the following (in thousands):

 

   As of June 30,   As of December 31, 
   2018   2017 

Term loan, net of unamortized debt issuance costs of $5,213 and $5,146, respectively

  $392,537   $293,354 

Vehicle and equipment notes, maturing June 2023; payable in various monthly installments, including interest rates ranging from 2.5% to 4.6%

   57,603    50,357 

Various notes payable, maturing through March 2025; payable in various monthly installments, including interest rates ranging from 4% to 5%

   3,267    3,866 
  

 

 

   

 

 

 
   453,407    347,577 

Less: current maturities

   (20,083   (16,650
  

 

 

   

 

 

 

Long-term debt, less current maturities

  $433,324   $330,927 
  

 

 

   

 

 

 
   As of September 30,   As of December 31, 
   2018   2017 

Term loan, net of unamortized debt issuance costs of $5,026 and $5,146, respectively

  $392,724   $293,354 

Vehicle and equipment notes, maturing September 2023; payable in various monthly installments, including interest rates ranging from 2.5% to 4.8%

   59,992    50,357 

Various notes payable, maturing through March 2025; payable in various monthly installments, including interest rates ranging from 4% to 6%

   3,517    3,866 
  

 

 

   

 

 

 
   456,233    347,577 

Less: current maturities

   (22,481   (16,650
  

 

 

   

 

 

 

Long-term debt, less current maturities

  $433,752   $330,927 
  

 

 

   

 

 

 

On April 13, 2017, we entered into, and subsequently amended on November 30, 2017, a term loan credit agreement (the “Term Loan Agreement”) which provided for a seven-year $300.0 million term loan facility (the “Term Loan”) and an asset-based lending credit agreement (the “ABL Credit Agreement”) which provided for up to approximately $100.0 million with a sublimit up to $50.0 million for the issuance of letters of credit (the “ABL Revolver”), which may be reduced or increased pursuant to the ABL Credit Agreement.

On June 19, 2018, we entered into a second amendment to the Term Loan Agreement (the “Term Loan Second Amendment”) to (i) extend the maturity date from April 15, 2024 to April 15, 2025 and (ii) increase the aggregate principal amount of the facility from $297.8 million to $397.8 million. In conjunction with the Term Loan Second Amendment, we wrote off fees of $1.1 million. All other provisions of the Term Loan Agreement were unchanged.

Also on June 19, 2018, we entered into a third amendment to the ABL Credit Agreement (the “ABL Third Amendment”) to (i) extend the maturity date from April 13, 2022 to June 19, 2023, (ii) increase the aggregate revolving loan commitments from $100.0 million to $150.0 million and (iii) provide enhanced borrowing availability against certain types of accounts receivable.

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 7 – FAIR VALUE MEASUREMENTS

Assets and Liabilities Measured at Fair Value on a Recurring Basis

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. During the periods presented, there were no transfers between fair value hierarchical levels.

Assets Measured at Fair Value on a Nonrecurring Basis

Certain assets, specifically other intangible and long-lived assets, are measured at fair value on a nonrecurring basis in periods subsequent to initial recognition. Assets measured at fair value on a nonrecurring basis as of JuneSeptember 30, 2018 and December 31, 2017 are categorized based on the lowest level of significant input to the valuation. The assets are measured at fair value when our impairment assessment indicates a carrying value for each of the assets in excess of the asset’s estimated fair value. Undiscounted cash flows, a Level 3 input, are utilized in determining estimated fair values. During each of the three and sixnine months ended JuneSeptember 30, 2018 and 2017, we did not record any impairments on these assets required to be measured at fair value on a nonrecurring basis.

Estimated Fair Value of Financial Instruments

Accounts receivable, accounts payable and accrued liabilities as of JuneSeptember 30, 2018 and December 31, 2017 approximate fair value due to the short-term maturities of these financial instruments. The carrying amounts of our long-term debt, including the Term Loan and ABL Revolver as of JuneSeptember 30, 2018 and December 31, 2017, approximate fair value due to the variable rate nature of the agreements. The carrying amounts of the obligations associated with our capital leases and vehicle and equipment notes approximate fair value as of JuneSeptember 30, 2018 and December 31, 2017. All debt classifications represent Level 2 fair value measurements. Market risk associated with our long-term debt relates to the potential reduction in fair value and negative impact to future earnings, respectively, from an increase in interest rates.

Derivative financial instruments are measured at fair value based on observable market information and appropriate valuation methods. Contingent consideration liabilities arise from future earnout payments to the sellers associated with certain acquisitions and are based on predetermined calculations of certain future results. These future payments are estimated by considering various factors, including business risk and projections. The contingent consideration liabilities are measured at fair value by discounting estimated future payments to their net present value using the appropriate weighted average cost of capital (WACC). The fair values of financial assets and liabilities that are recorded at fair value in the Condensed Consolidated Balance Sheets areand not described above were as follows (in thousands):

 

   As of June 30, 2018   As of December 31, 2017 
   Total   Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3 

Financial assets:

                

Cash equivalents

  $123,027   $123,027   $—     $—     $55,634   $55,634   $—     $—   

Derivative financial instruments

   3,003    —      3,003    —      618    —      618    —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total financial assets

  $126,030   $123,027   $3,003   $—     $56,252   $55,634   $618   $—   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Financial liabilities:

                

Contingent consideration

  $4,485   $—     $—     $4,485   $1,834   $—     $—     $1,834 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The change in fair value of the contingent consideration was as follows (in thousands):

   As of September 30, 2018   As of December 31, 2017 
   Total   Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3 

Financial assets:

                

Cash equivalents

  $ 117,688   $ 117,688   $—     $—     $ 55,634   $ 55,634   $ —     $—   

Derivative financial instruments

   4,370    —      4,370    —      618    —      618    —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total financial assets

  $122,058   $117,688   $ 4,370   $—     $56,252   $55,634   $618   $—   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Financial liabilities:

                

Derivative financial instruments

  $271   $—     $271   $—     $—     $—     $—     $—   

Contingent consideration

   4,900    —      —      4,900    1,834    —      —      1,834 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total financial liabilities

  $5,171   $—     $271   $ 4,900   $1,834   $—     $—     $ 1,834 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Contingent consideration liability - January 1, 2018

  $1,834 

Preliminary purchase price

   3,360 

Fair value adjustments

   (544

Accretion in value

   235 

Amounts paid to sellers

   (400
  

 

 

 

Contingent consideration liability - June 30, 2018

  $4,485 
  

 

 

 

The change in fair value of the contingent consideration was as follows (in thousands):

Contingent consideration liability - January 1, 2018

  $ 1,834 

Preliminary purchase price

   3,653 

Fair value adjustments

   (586

Accretion in value

   399 

Amounts paid to sellers

   (400
  

 

 

 

Contingent consideration liability - September 30, 2018

  $4,900 
  

 

 

 

The accretion in value of contingent consideration liabilities is included within administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Income.

The carrying values and associated fair values of financial assets and liabilities that are not recorded at fair value in the Condensed Consolidated Balance Sheets and not described above include investments which represent a Level 2 fair value measurement and are as follows (in thousands):

 

  As of June 30, 2018   As of December 31, 2017   As of September 30, 2018   As of December 31, 2017 
  Carrying Value   Fair Value   Carrying Value   Fair Value   Carrying Value   Fair Value   Carrying Value   Fair Value 

Financial assets:

                

Investments

  $20,312   $20,294   $30,053   $30,038   $ 15,358   $ 15,343   $ 30,053   $ 30,038 

See Note 4, Investments, for more information on cash equivalents and investments included in the table above. Also see Note 8, Derivatives and Hedging Activities, for more information on derivative financial instruments.

NOTE 8 – DERIVATIVES AND HEDGING ACTIVITIES

Cash Flow Hedges of Interest Rate Risk

Our purpose for using interest rate derivatives is to add stability to interest expense and to manage our exposure to interest rate movements. During the first sixnine months of 2018, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. To accomplish these objectives, we primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. As of JuneSeptember 30, 2018, and December 31, 2017, we had two interest rate swaps, each with an associated floor, with a total beginning notional of $200.0 million, one that amortizes quarterly to $95.3 million at a maturity date of May 31, 2022 and one that amortizes quarterly to $93.3 million at a maturity date of April 15, 2025. We also had a forward interest rate swap with an associated floor beginning May 31, 2022 with a beginning notional of $100.0 million that amortizeamortizes quarterly to $97.0 million at a maturity date of April 15, 2025. Combined, these three swaps serve to hedge $200.0 million of the variable cash flows on our Term Loan until maturity. As of December 31, 2017, we had one interest rate swap with an associated floor with a beginning notional of $100.0 million that amortizes quarterly to $95.3 million at a maturity date of May 31, 2022.

The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Any ineffectiveness arising during the period, as a result of a change to the hedge or the item(s) being hedged, is recognized directly in earnings. We had no such changes during the sixnine months ended JuneSeptember 30, 2018.

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense, net as interest payments are made on our variable-rate debt. Over the next twelve months, we estimate that an additional $0.5$0.4 million will be reclassified as a decrease to interest expense, net.

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Additionally, we do not use derivatives for trading or speculative purposes and we currently do not have any derivatives that are not designated as hedges. As of JuneSeptember 30, 2018, the Company has not posted any collateral related to these agreements.

We elected to early adopt ASU2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” as of January 1, 2018 and, as such, recognized a $0.1 million adjustment to our opening retained earnings and accumulated other comprehensive income as of January 1, 2018 to reclassify the cash flow hedge ineffectiveness previously recorded in net income in the fourth quarter of 2017 to accumulated other comprehensive income.

NOTE 9 – STOCKHOLDERS’ EQUITY

As of JuneSeptember 30, 2018, we had $2.3$3.1 million in accumulated other comprehensive income on our Condensed Consolidated Balance Sheet, which represents the effective portion of the unrealized gain on our derivative instruments. For additional information, see Note 8, Derivatives and Hedging Activities.

On February 28, 2018, we announced that our Board of Directors authorized a $50$50.0 million stock repurchase program effective March 2, 2018 through February 28, 2019, unless extended by the Board of Directors. See Note 16, Subsequent Events, for information regarding an additional stock repurchase program authorized by the Board of Directors effective November 5, 2018. During the sixthree and nine months ended JuneSeptember 30, 2018, we repurchased approximately 413380 thousand and 793 thousand shares of our common stock, for anrespectively. The aggregate purchase price of approximately $24.6 million or $59.70 average price per share as part of our 2018 stock repurchase plan.plan was approximately $18.2 million and $42.8 million, or $47.75 and $53.96 average price per share, for the three and nine months ended September 30, 2018, respectively. The effect of these treasury shares reducing the number of common shares outstanding is reflected in our earnings per share calculation.

NOTE 10 – EMPLOYEE BENEFITS

Healthcare

Our healthcare benefit expense (net of employee contributions) for all plans was approximately $4.4$4.5 million and $4.3$4.1 million for the three months ended JuneSeptember 30, 2018 and 2017, respectively, and $8.8$13.3 million and $8.3$12.4 million for the sixnine months ended JuneSeptember 30, 2018 and 2017, respectively. An accrual for estimated healthcare claims incurred but not reported (“IBNR”) is included within accrued compensation on the Condensed Consolidated Balance Sheets and was $2.1 million and $1.8$1.9 million as of JuneSeptember 30, 2018 and December 31, 2017, respectively.

Workers’ Compensation

Workers’ compensation expense totaled $1.5$4.4 million and $2.6$3.1 million for the three months ended JuneSeptember 30, 2018 and 2017, respectively, and $5.3$9.7 million and $6.7$9.8 million for the sixnine months ended JuneSeptember 30, 2018 and 2017, respectively. Workers’ compensation known claims and IBNR reserves included on the Condensed Consolidated Balance Sheets were as follows (in thousands):

   June 30,   December 31, 
   2018   2017 

Included in other current liabilities

  $6,066   $5,899 

Included in other long-term liabilities

   8,018    8,721 
  

 

 

   

 

 

 
  $14,084   $14,620 
  

 

 

   

 

 

 

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

   September 30,   December 31, 
   2018   2017 

Included in other current liabilities

  $5,276   $5,899 

Included in other long-term liabilities

   10,190    8,721 
  

 

 

   

 

 

 
  $15,466   $14,620 
  

 

 

   

 

 

 

We also had an insurance receivable for claims that exceeded the stop loss limit included on the Condensed Consolidated Balance Sheets. This receivable offsets an equal liability included within the reserve amounts noted above and was as follows (in thousands):

 

   June 30,   December 31, 
   2018   2017 

Included in othernon-current assets

  $1,894   $1,826 
   September 30,   December 31, 
   2018   2017 

Included in othernon-current assets

  $1,894   $1,826 

Retirement Plans

We participate in multiple 401(k) plans, whereby we provide a matching contribution of wages deferred by employees and can also make discretionary contributions to each plan. Certain plans allow for discretionary employer contributions only. These plans cover substantially all our eligible employees. During each of the three months ended June 30, 2018 and 2017, weWe recognized 401(k) plan expenses of $0.5$0.3 million and we recognized $0.9$1.2 million for each ofduring the sixthree and nine months ended JuneSeptember 30, 2018 and $0.4 million and $1.3 million during the three and nine months ended September 30, 2017, respectively. These expenses are included in administrative expenses on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.

Share-Based Compensation

Common Stock Awards

During the sixnine months ended JuneSeptember 30, 2018 and 2017, we granted approximately five thousand and six thousand shares of our common stock on June 1, respectively, under our 2014 Omnibus Incentive Plan tonon-employee members of our Board of Directors. The stock issued to the Board of Directors on June 1, 2017 vested immediately, whereas the stock issued on June 1, 2018 will vest over a one year service term. Accordingly, for the three and sixnine months ended JuneSeptember 30, 2017, we recorded approximately $0.3 million in compensation expense within administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Income at the time of the grant, while twenty-five$25 thousand dollarsand $0.1 million of compensation expense was recorded during the three and sixnine months ending JuneSeptember 30, 2018.

In addition, during each of the three and sixnine months ended JuneSeptember 30, 2018 and 2017, we granted approximately 0.1 million shares of our common stock under our 2014 Omnibus Incentive Plan to our employees. The shares granted during each of the three and sixnine months ended JuneSeptember 30, 2018 and 2017 vest in three equal installments (rounded to the nearest whole share) annually on April 20th through 2021.

During the sixnine months ended JuneSeptember 30, 2018 and 2017, our employees surrendered approximatelyforty-one thousand shares and ten thousand shares, respectively, of our common stock to satisfy tax withholding obligations arising in connection with the vesting of common stock awards issued under our 2014 Omnibus Incentive Plan. Share-based compensation expense associated withnon-performance-based awards issued to employees was $1.0 million and $2.9 million for the three and nine months ended

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2018, respectively, and $0.8 million and $1.9 million for the three and sixnine months ended June 30, 2018, respectively, and $0.7 million and $1.1 million for the three and six months ended JuneSeptember 30, 2017, respectively. We recognized excess tax benefits of $0.4$0.5 million and $0.5$0.6 million within the income tax provision in the Condensed Consolidated Statements of Operations and Comprehensive Income for the three and sixnine months ended JuneSeptember 30, 2018 respectively, and $0.5 million and $0.6 million for2017, respectively. We did not recognize any such excess tax benefits in the three and six months ended JuneSeptember 30, 2017, respectively.2018 or 2017.

As of JuneSeptember 30, 2018, we had $7.2$6.1 million of unrecognized compensation expense related to these nonvested common stock awards issued to the Board of Directors and our employees. This expense is

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

subject to future adjustments for forfeitures and is expected to be recognized on a straight-line basis over the remaining weighted-average period of 2.11.9 years. Shares forfeited are returned as treasury shares and available for future issuances. See the table below for changes in shares and related weighted average fair market value per share.

Employees – Performance-Based Stock Awards

During the sixnine months ended JuneSeptember 30, 2018, we granted under our 2014 Omnibus Incentive Plan approximately 0.1 million shares of our common stock to certain officers, which vest in two equal installments on each of April 20, 2019 and April 20, 2020. These shares were issued in connection with the performance-based targets established in 2017. In addition, during the sixnine months ended JuneSeptember 30, 2018, we established, and our Board of Directors approved, performance-based targets in connection with common stock awards to be issued to certain officers in 2019 contingent upon achievement of these 2018 targets. Share-based compensation expense associated with these performance-based awards was $0.6 million and $1.0$1.6 million for the three and sixnine months ended JuneSeptember 30, 2018, respectively, and $0.3 million and $0.4$0.7 million for the three and sixnine months ended JuneSeptember 30, 2017, respectively.

As of JuneSeptember 30, 2018, we had $4.2$3.6 million of unrecognized compensation expense related to nonvested performance-based common stock units.awards. This expense is subject to future adjustments for forfeitures and is expected to be recognized over the remaining weighted-average period of 2.01.8 years using the graded-vesting method. See the table below for changes in shares and related weighted average fair market value per share.

Employees – Performance-Based Restricted Stock Units

During the sixnine months ended JuneSeptember 30, 2017, we established, and our Board of Directors approved, performance-based restricted stock units in connection with common stock awards which we issued to certain employees during the sixnine months ended JuneSeptember 30, 2018. In addition, during the sixnine months ended JuneSeptember 30, 2018, we established, and our Board of Directors approved, performance-based restricted stock units in connection with common stock awards to be issued to certain employees in 2019 based upon achievement of a performance target. Share-based compensation expense associated with these performance-based awards was $0.3 million and $1.2$1.5 million for the three and sixnine months ended JuneSeptember 30, 2018, respectively, and $0.8$1.0 million and $1.7 million for both the three and sixnine months ended JuneSeptember 30, 2017, respectively. All restricted stock units are accounted for as equity-based awards that are settled with a fixed number of common shares.

As of JuneSeptember 30, 2018, we had $0.6$0.4 million of unrecognized compensation expense related to nonvested performance-based common stock units. This expense is subject to future adjustments for forfeitures and is expected to be recognized on a straight-line basis over the remaining weighted-average period of 0.80.5 years. See the table below for changes in shares and related weighted average fair market value per share.

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Share-Based Compensation Summary

Amounts for each category of equity-based award for employees as of December 31, 2017 and changes during the sixnine months ended JuneSeptember 30, 2018 were as follows:

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

        Performance-Based Stock   Performance-Based Restricted 
  Common Stock Awards   Awards   Stock Units 
    Weighted     Weighted     Weighted 
    Average Fair     Average Fair     Average Fair 
    Market Value     Market Value     Market Value   Common Stock Awards   Performance-Based Stock
Awards
   Performance-Based Restricted
Stock Units
 
  Awards Per Share   Awards Per Share   Units Per Share   Awards Weighted
Average Fair
Market Value
Per Share
   Awards Weighted
Average Fair
Market Value
Per Share
   Units Weighted
Average Fair
Market Value
Per Share
 

Nonvested awards/units at December 31, 2017

   202,331  $39.09    77,254  $41.00    72,000  $52.16    202,331  $39.09    77,254  $41.00    72,000  $52.16 

Granted

   65,112  57.51    52,892  65.60    14,072  55.92    65,112  57.51    52,892  65.60    14,072  55.92 

Vested

   (90,952 36.10    —     —      (71,120 52.15    (90,952 36.10           (71,120 52.15 

Forfeited/Cancelled

   (1,329 44.82    (14,448 41.00    (1,464 52.94    (2,010 48.63    (14,448 41.00    (1,564 53.14 
  

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

 

Nonvested awards/units at June 30, 2018

   175,162  $47.45    115,698  $52.25    13,488  $56.05 

Nonvested awards/units at September 30, 2018

   174,481  $47.42    115,698  $52.25    13,388  $56.05 
  

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

 

During the three and sixnine months ended JuneSeptember 30, 2018 and 2017, we recorded the following stock compensation expense, by income statement category (in thousands):

 

  Three months ended June 30,   Six months ended June 30,   Three months ended September 30,   Nine months ended September 30, 
  2018   2017   2018   2017   2018   2017   2018   2017 

Cost of sales

  $180   $—     $655   $—     $94   $507   $749   $507 

Selling

   89    —      372    —      30    292    402    292 

Administrative

   1,687    2,090    3,169    2,570    1,769    1,380    4,938    3,950 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  $1,956   $2,090   $4,196   $2,570   $1,893   $2,179   $6,089   $4,749 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Administrative stock compensation expense includes all stock compensation earned by our administrative personnel, while cost of sales and selling stock compensation represents all stock compensation earned by our installation and sales employees, respectively.

NOTE 11 – INCOME TAXES

Our provision for income taxes as a percentage of pretax earnings is based on a current estimate of the annual effective income tax rate adjusted to reflect the impact of discrete items.

During the three and sixnine months ended JuneSeptember 30, 2018, our effective tax rate was 24.0%25.6% and 24.6%25.0%, respectively. This rate was favorably impacted primarily by the enactment of Pub.L. 115–97, an Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018 (the “Tax Act”). The Tax Act reduced the U.S federal corporate tax rate from 35% to 21% effective January 1, 2018, among other changes. ASC Topic 740,Accounting for Income Taxes, requires companies to recognize the effect of tax law changes in the period of enactment. Pursuant to ASU2018-05 and Staff Accounting Bulletin No. 118 (“SAB 118”) issued by the Securities and Exchange Commission, a company is expected to record a provisional amount when it does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain tax effects of the Tax Act, but a reasonable estimate can be determined. A provisional amount is not required to be recorded if a reasonable estimate cannot be determined.

We have recognized the provisional tax impacts of the Tax Act in our consolidated financial statements for the year ended December 31, 2017 included within our 2017 Form10-K. Based on a review of the guidance issued by the Internal Revenue Service in the first, second and secondthird quarters of 2018, no

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

adjustment to the provisional amount recorded in the Condensed Consolidated Financial Statements for the year ended December 31, 2017 was deemed necessary. We continue to assess new guidance and refine our

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

computation of these provisional amounts and will complete our analysis within theone-year measurement period ending December 22, 2018.

NOTE 12 – RELATED PARTY TRANSACTIONS

We sell installation services to other companies related to us through common or affiliated ownership and/or Board of Directors and/or management relationships. We also purchase services and materials and pay rent to companies with common or affiliated ownership.

We lease our headquarters and certain other facilities from related parties. See Note 13, Commitments and Contingencies, for future minimum lease payments to be paid to these related parties.

For the three and sixnine months ended JuneSeptember 30, 2018 and 2017, the amount of sales to related parties as well as the purchases from and rent expense paid to related parties were as follows (in thousands):

 

  Three months ended June 30,   Six months ended June 30,   Three months ended September 30,   Nine months ended September 30, 
  2018   2017   2018   2017   2018   2017   2018   2017 

Sales

  $3,209   $2,386   $6,102   $4,722   $3,259   $2,641   $9,361   $7,363 

Purchases

   472    308    835    599    372    302    1,207    901 

Rent

   291    289    572    585    257    290    829    875 

As of JuneSeptember 30, 2018 and December 31, 2017, we had related party balances of approximately $2.3$2.4 million and $2.0 million, respectively, included in accounts receivable on our Condensed Consolidated Balance Sheets. These balances primarily represent trade accounts receivable arising during the normal course of business with various related parties. M/I Homes, Inc., a customer whose Chairman, President and Chief Executive Officer is a member of our Board of Directors, accounted for $1.2$1.4 million and $1.0 million of these balances as of each of JuneSeptember 30, 2018 and December 31, 2017, respectively.

NOTE 13 – COMMITMENTS AND CONTINGENCIES

Accrued General Liability

Accrued general insurance reserves included on the Condensed Consolidated Balance Sheets were as follows (in thousands):

 

  June 30,   December 31,   September 30,   December 31, 
  2018   2017   2018   2017 

Included in other current liabilities

  $2,105   $2,033   $2,029   $2,033 

Included in other long-term liabilities

   7,165    7,073    7,787    7,073 
  

 

   

 

   

 

   

 

 
  $9,270   $9,106   $9,816   $9,106 
  

 

   

 

   

 

   

 

 

We also had insurance receivables and an indemnification asset, totaling $2.5 million and $2.8 million included in othernon-current assets on the Condensed Consolidated Balance Sheets as of JuneSeptember 30, 2018 and December 31, 2017, respectively, that, in aggregate, offset an equal liability included within the reserve amounts noted above.

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Leases

We are obligated under capital leases covering vehicles and certain equipment. The vehicle and equipment leases generally have initial terms ranging from four to six years. Total gross assets relating to

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

capital leases were approximately $61.6$60.9 million and $63.4 million as of JuneSeptember 30, 2018 and December 31, 2017, respectively, and a total of approximately $31.3$32.3 million and $26.8 million were fully depreciated as of JuneSeptember 30, 2018 and December 31, 2017, respectively. The net book value of assets under capital leases was approximately $10.8$9.7 million and $13.0 million as of JuneSeptember 30, 2018 and December 31, 2017, respectively. Amortization of assets held under capital leases is included within cost of sales on the Condensed Consolidated Statements of Operations and Comprehensive Income.

We also have several noncancellable operating leases, primarily for buildings, improvements, equipment and certain vehicles. These leases generally contain renewal options for periods ranging from one to five years and require us to pay all executory costs such as property taxes, maintenance and insurance.

Future minimum lease payments under noncancellable operating leases (with initial or remaining lease terms in excess of one year) with related parties as of JuneSeptember 30, 2018 are as follows (in thousands):

 

Remainder of 2018

  $577   $294 

2019

   1,228    1,249 

2020

   1,255    1,277 

2021

   1,131    1,154 

2022

   1,052    1,073 

Thereafter

   51    51 

Other Commitments and Contingencies

From time to time, various claims and litigation are asserted or commenced against us principally arising from contractual matters and personnel and employment 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. As litigation is subject to inherent uncertainties, we cannot be certain that we will prevail in these matters. However, we do not believe that the ultimate outcome of any pending matters will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

During the sixnine months ended JuneSeptember 30, 2018, we entered into an agreement with one of our suppliers to purchase a portion of the insulation materials we utilize across our business. This agreement is effective January 1, 2019 through December 31, 2021 with a purchase obligation of $25.8 million for 2019, $20.8 million for 2020 and $14.6 million for 2021.

NOTE 14 – BUSINESS COMBINATIONS

As part of our ongoing strategy to expand geographically and increase market share in certain markets, we completed fiveeight business combinations and one insignificanttuck-inminor acquisition merged into existing operations during the sixnine months ended JuneSeptember 30, 2018 and fourseven business combinations and two insignificanttuck-inminor acquisitions merged into existing operations during the sixnine months ended JuneSeptember 30, 2017, respectively, in which we acquired 100% of the ownership interests in each.

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The largest of these acquisitions were Custom Overhead Door, LLC dba Custom Door & Gate (collectively, “CDG”) in March 2018, Trilok Industries, Inc., Alpha Insulation and Waterproofing Inc. and Alpha Insulation and Waterproofing Company (collectively, “Alpha”) in January 2017, and Columbia Shelving & Mirror, Inc. and Charleston Shelving & Mirror, Inc. (collectively, “Columbia”) in June 2017, and All In Insulation, LLC d/b/a/ Astro Insulation (collectively, “Astro”) in September 2017.

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The remaining acquisitions were individually insignificant, but material in the aggregate, and are included in “Other” within each table below. Net Income, as noted below, includes amortization, taxes and interest allocations when appropriate.

For the three and sixnine months ended JuneSeptember 30, 2018 (in thousands):

 

                  Total   Three months ended   Six months ended                   Total
Purchase
Price
   Three months ended   Nine months ended 
      Acquisition       Seller   Purchase   June 30, 2018   June 30, 2018       Acquisition       Seller   September 30, 2018   September 30, 2018 

2018 Acquisitions

  Date   Type   Cash Paid   Obligations   Price   Revenue   Net Income   Revenue   Net Income   Date   Type   Cash Paid   Obligations   Revenue   Net Income   Revenue   Net Income 

CDG

   3/19/2018    Asset   $9,440   $1,973   $11,413   $3,324   $80   $3,724   $65    3/19/2018    Asset   $9,440   $ 1,973   $ 11,413   $3,848   $ 164   $7,572   $ 229 

Other

   Various    Asset    9,186    1,826    11,012    4,508    315    5,779    381    Various    Shares/Asset    25,242    3,447    28,689    7,003    42    12,782    423 
      

 

   

 

   

 

   

 

   

 

   

 

   

 

       

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

      $18,626   $3,799   $22,425   $7,832   $395   $9,503   $446       $ 34,682   $5,420   $40,102   $ 10,851   $206   $ 20,354   $652 
      

 

   

 

   

 

   

 

   

 

   

 

   

 

       

 

   

 

   

 

   

 

   

 

   

 

   

 

 

For the three and sixnine months ended JuneSeptember 30, 2017 (in thousands):

 

                  Fair Value of   Total   Three months ended   Six months ended 
      Acquisition       Seller   Common   Purchase   June 30, 2017   June 30, 2017            Fair Value of
Common
Stock
 Total
Purchase
Price
  Three months ended
September 30, 2017
 Nine months ended
September 30, 2017
 

2017 Acquisitions

  Date   Type   Cash Paid   Obligations   Stock   Price   Revenue   Net Income   Revenue   Net Income   Date Acquisition
Type
 Cash Paid Seller
Obligations
 Revenue Net (Loss)
Income
 Revenue Net Income 

Alpha(1)

   1/5/2017    Share   $103,810   $2,002   $10,859   $116,671   $30,330   $157   $58,495   $461    1/5/2017  Share  $ 103,810  $ 2,002  $ 10,859  $ 116,671  $ 29,334  $ (271 $87,830  $ 190 

Columbia

   6/26/2017    Asset    8,768    225    —      8,993    216    7    216    7    6/26/2017  Asset  8,768  225   —    8,993  3,026  73  3,241  80 

Astro

   9/18/2017  Asset  9,144  482   —    9,626  264  46  264  46 

Other

   Various    Asset    5,502    400    —      5,902    4,654    261    5,172    282    Various  Asset  9,812  1,042   —    10,854  6,499  84  11,671  366 
      

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

     

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

      $118,080   $2,627   $10,859   $131,566   $35,200   $425   $63,883   $750     $131,534  $3,751  $10,859  $146,144  $39,123  $(68 $ 103,006  $682 
      

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

     

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(1) 

The cash paid included $21.7 million in contingent consideration to satisfy purchase price adjustments related to cash and net working capital requirements, earnout consideration based on Alpha’s change in EBITDA from 2015 and a customary holdback. These payments were based on fair value of each contingent payment at the time of acquisition and subsequently adjusted during the measurement period. We issued 282,577 shares of our common stock with a fair value of $10.9 million.

Acquisition-related costs recorded within administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Income amounted to $0.7 million and $1.2$1.9 million for the three and sixnine months ended JuneSeptember 30, 2018, respectively, and $0.7$0.9 million and $1.3$2.3 million for the three and sixnine months ended JuneSeptember 30, 2017, respectively. The goodwill recognized in conjunction with these business combinations represents the excess cost of the acquired entity over the net amount assigned to assets acquired and liabilities assumed. We expect to deduct approximately $7.5$12.4 million of goodwill for tax purposes as a result of 2018 acquisitions.

Purchase Price Allocations

The estimated fair values of the assets acquired and liabilities assumed for the acquisitions, as well as total purchase prices and cash paid, approximated the following as of JuneSeptember 30 (in thousands):

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 2018 2017   2018 2017 
 CDG Other Total Alpha Columbia Other Total   CDG Other Total Alpha Columbia Astro Other Total 

Estimated fair values:

                

Cash

 $—    $—    $—    $247  $—    $—    $247   $—    $—    $—    $247  $—    $—    $—    $247 

Accounts receivable

 1,731  662  2,393  29,851  989  1,087  31,927    1,731  3,306  5,037  29,851  989  924  2,070  33,834 

Inventories

 514  914  1,428  1,852  704  880  3,436    514  1,027  1,541  1,852  704  296  1,014  3,866 

Other current assets

 28  64  92  4,500  8  3  4,511    28  892  920  4,500  8  36  8  4,552 

Property and equipment

 933  1,252  2,185  1,528  659  686  2,873    933  1,893  2,826  1,528  659  640  1,144  3,971 

Intangibles

 3,711  6,160  9,871  57,200  4,760  3,321  65,281    3,711  16,681  20,392  57,200  4,760  5,168  5,939  73,067 

Goodwill

 4,912  2,174  7,086  38,511  2,209  1,014  41,734    4,898  6,873  11,771  38,511  2,209  2,932  2,472  46,124 

Othernon-current assets

 36   —    36  383  36  133  552    36  19  55  383  36     176  595 

Accounts payable and other current liabilities

 (452 (214 (666 (17,401 (372 (1,222 (18,995   (438 (2,002 (2,440 (17,401 (372 (370 (1,969 (20,112
 

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Fair value of assets acquired and purchase price

 11,413  11,012  22,425  116,671  8,993  5,902  131,566    11,413  28,689  40,102  116,671  8,993  9,626  10,854  146,144 

Less fair value of common stock issued

  —     —     —    10,859   —     —    10,859    —     —     —    10,859   —     —     —    10,859 

Less seller obligations

 1,973  1,826  3,799  2,002  225  400  2,627    1,973  3,447  5,420  2,002  225  482  1,042  3,751 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Cash paid

 $9,440  $9,186  $18,626  $103,810  $8,768  $5,502  $118,080   $9,440  $25,242  $34,682  $103,810  $8,768  $9,144  $9,812  $131,534 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Contingent consideration is included as “seller obligations” in the above table or within “fair value of assets acquired” if subsequently paid during the period presented. These contingent payments consist primarily of amounts based on working capital calculations, earnouts based on performance andnon-compete agreements, all of whichthat are based onrecorded at fair value at the time of acquisition.acquisition, and/ornon-complete agreements and amounts based on working capital calculations. When these payments are expected to be made over one year from the acquisition date, the contingent consideration is discounted to net present value using our weighted average cost of capital (WACC), when appropriate.

Further adjustments to the allocation for each acquisition still under its measurement period are expected as third-party and internal valuations are finalized, certain tax aspects of the transaction are completed and customary post-closing reviews are concluded during the measurement period attributable to each individual business combination. As a result, insignificant adjustments to the fair value of assets acquired, and in some cases total purchase price, have been made to certain business combinations since the date of acquisition and future adjustments may be made through the end of each measurement period. Goodwill and intangibles per the above table do not agree to the total gross increases of these assets as shown in Note 5, Goodwill and Intangibles, during each of the sixnine months ended JuneSeptember 30, 2018 and 2017 due to minor adjustments to goodwill for the allocation of certain acquisitions still under measurement. In addition, goodwill and intangibles increased during each of the sixnine months ended JuneSeptember 30, 2018 and 2017 due to immaterialtuck-insmall acquisitions merged into existing operations that do not appear in the above table.

The provisional amounts for Alpha originally reported in our Condensed Consolidated Balance Sheets included in our Quarterly Report on Form10-Q for the period ended June 30,March 31, 2017 were adjusted during the measurement period to reflect the review and ongoing analysis of the fair value measurements. As a result of our continued evaluation during the measurement period, during the twelve months ended December 31, 2017, we increased goodwill by approximately $2.1 million, offset by a corresponding net reduction in various working capital accounts.

Estimates of acquired intangible assets related to the acquisitions are as followsThe provisional amounts for Columbia originally reported in our Condensed Consolidated Balance Sheets included in our Quarterly Report on Form10-Q for the six monthsperiod ended June 30, (dollars2017 were adjusted to reflect the review and ongoing analysis of the fair value measurements. As a result of our continued evaluation during the measurement period, we increased goodwill by approximately $0.5 million and our seller obligations by approximately $0.4 million for an adjustment to the fair value of a working capital contingent liability. These adjustments, as well as various other insignificant adjustments, resulted in thousands):a total purchase price increase for Columbia of approximately $0.6 million as reflected within the above table and were within applicable measurement period guidelines.

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

   2018   2017 
       Weighted       Weighted 
       Average       Average 
       Estimated       Estimated 
   Estimated   Useful   Estimated   Useful 

Acquired intangibles assets

  Fair Value   Life (yrs.)   Fair Value   Life (yrs.) 

Customer relationships

  $6,481    8   $32,644    8 

Trademarks and trade names

   2,740    15    17,190    15 

Non-competition agreements

   650    5    1,847    5 

Backlog

   —      —      13,600    1.5 

Estimates of acquired intangible assets related to the acquisitions are as follows for the nine months ended September 30 (dollars in thousands):

   2018   2017 

Acquired intangibles assets

  Estimated
Fair Value
   Weighted
Average
Estimated
Useful
Life (yrs.)
   Estimated
Fair Value
   Weighted
Average
Estimated
Useful
Life (yrs.)
 

Customer relationships

  $14,480    8   $37,533    8 

Trademarks and trade names

   3,920    14    19,403    15 

Non-competition agreements

   1,530    5    2,429    5 

Backlog

   460    2    13,400    1.5 

Pro Forma Information

The unaudited pro forma information for the combined results of the Company has been prepared as if the 2018 acquisitions had taken place on January 1, 2017 and the 2017 acquisitions had taken place on January 1, 2016. The unaudited pro forma information is not necessarily indicative of the results that we would have achieved had the transactions actually taken place on January 1, 2017 and 2016, respectively, and the unaudited pro forma information does not purport to be indicative of future financial operating results (in thousands, except per share data):

 

  Unaudited pro forma for the three   Unaudited pro forma for the six 
  months ended June 30,   months ended June 30,   Unaudited pro forma for the three
months ended September 30,
   Unaudited pro forma for the nine
months ended September 30,
 
  2018   2017   2018   2017   2018   2017   2018   2017 

Net revenue

  $333,207   $300,536   $641,177   $578,575   $353,609   $316,382   $1,006,313   $906,283 

Net income

   16,378    12,832    22,977    20,323    16,215    13,020    40,305    34,277 

Basic net income per share

   0.52    0.41    0.73    0.64 

Diluted net income per share

   0.52    0.40    0.73    0.64 

Basic and diluted net income per share

   0.52    0.41    1.28    1.08 

Unaudited pro forma net income reflects additional intangible asset amortization expense of $16 thousand$0.2 million and $0.2$1.2 million for the three and sixnine months ended JuneSeptember 30, 2018 and $0.7$0.9 million and $1.5$3.2 million for the three and sixnine months ended JuneSeptember 30, 2017, respectively, as well as additional income tax expense of $17 thousand and $87 thousand for the three and six months ended June 30, 2018 and $0.4$0.2 million and $1.1$0.7 million for the three and sixnine months ended JuneSeptember 30, 2018 and $0.5 million and $2.0 million for the three and nine months ended September 30, 2017, respectively, that would have been recorded had the 2018 acquisitions taken place on January 1, 2017 and the 2017 acquisitions taken place on January 1, 2016.

NOTE 15 –INCOME PER COMMON SHARE

Basic net income per common share is calculated by dividing net income by the weighted average shares outstanding during the period, without consideration for common stock equivalents.

Diluted net income per common share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury stock method. Potential common stock is included in the diluted income per common share calculation when dilutive. The dilutive effect of outstanding restricted stock awards after application of the treasury stock method was 10784 thousand and 166138 thousand shares for the three and sixnine months ended JuneSeptember 30, 2018, respectively, and 63107 thousand and 80 thousand shares for the three and sixnine months ended JuneSeptember 30, 2017, respectively.

INSTALLED BUILDING PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

NOTE 16 – SUBSEQUENT EVENTS

On July 16,October 31, 2018, we entered intoacquired substantially all of the assets of Advanced Fiber Technology, a seven-year interest rate swap (in additionmanufacturer of cellulose, asphalt and industrial fibers. The initial accounting for the business combination was not complete at the time the financial statements were issued due to our twothe timing of the acquisition and the filing of this Quarterly Report on Formpre-existing10-Q. interest rate swaps) withAs a beginning notionalresult, disclosures required under ASC805-10-50, Business Combinations, cannot be made at this time.

On October 31, 2018, IBP’s Board of $100.0 million that amortizes quarterlyDirectors approved an additional stock repurchase program, effective November 5, 2018, pursuant to $93.3 million at a maturity date of April 15, 2025, as well as a forward interest rate swap beginning May 31, 2022 with a beginning notional of $100.0 million that amortizes quarterlywhich we may purchase up to $97.0 million at a maturity date of April 15, 2025. These derivatives serve to hedge the variable cash flows associated with existing variable-rate debt on the incremental $100.0 million principal borrowings and one year extension added to our Term Loan during the second quarter of 2018. Combined, these four swaps serve to hedge $200.0an additional $100 million of our outstanding common stock. The program will remain in effect until February 28, 2020, unless extended by the variable cash flows on our Term Loan until maturity.Board of Directors.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and related notes in “Item 1. Financial Statements” of thisForm 10-Q, as well as our 2017 Form10-K.

OVERVIEW

We are one of the nation’s largest insulation installers for the residential new construction market and are also a diversified installer of complementary building products, including waterproofing, fire-stopping and fireproofing, garage doors, rain gutters, shower doors, closet shelving, mirrors and other products throughout the United States. We offer our portfolio of services for new and existing single-family and multi-family residential and commercial building projects in all 48 continental states and the District of Columbia from our national network of over 125 branch locations. Substantially all of our net revenue comes from service-based installation of these products in the residential new construction, repair and remodel and commercial construction end markets. We believe our business is well positioned to continue to profitably grow due to our strong balance sheet, liquidity and our continuing acquisition strategy.

A large portion of our net revenue comes from the U.S. residential new construction market, which depends upon a number of economic factors including demographic trends, interest rates, consumer confidence, employment rates, housing inventory levels, foreclosure rates, the health of the economy and availability of mortgage financing.

The recently passed Tax Act has added additional momentum to the economic landscape surrounding our business. While there have been concerns about the impact of the new tax law on housing, initial analyses are suggesting that it is generally stimulative to the economy. In addition, preliminary concerns about the reductionSentiment continues to materialize that state and local tax deductibility changes have caused negative impacts in certain areas of the mortgage interest deduction, deductibilitycountry where housing affordability has contributed to slowing demand during the first nine months of real estate taxes, state taxes and local taxes seem to be offset by overall optimistic momentum around economic stability and growth.2018. We may adjust our strategies based on housing demand and our performance in each of our markets.

2018 SecondThird Quarter Highlights

Net revenue increased 17.9%18.2% or $50.4$53.8 million to $332.6$349.0 million, while gross profit increased 12.6%13.7% or $10.7$11.8 million, during the three months ended JuneSeptember 30, 2018 compared to 2017. The increase in net revenue and gross profit was primarily driven by the continued recovery of the housing markets, the contribution of our recent acquisitions and the diversity of installation servicesgrowth across our end markets and products, with the increase in gross margin being partially offset by material inflation and labor related expenses.

During the secondthird quarter of 2018, we extended the maturity date of our Term Loan Agreement from April 15, 2024 to April 15, 2025 and increased the aggregate principal amount of the facility from $297.8 million to $397.8 million, and extended the maturity date on our ABL Revolver from April 13, 2022 to June 19, 2023 and increased the aggregate revolving loan commitments from $100.0 million to $150.0 million. In conjunction with the Term Loan Second Amendment, we wrote off fees of $1.1 million. All other provisions of the Term Loan Agreement were unchanged.

On July 16, 2018, we entered into a seven-year interest rate swap (in addition to our twopre-existing interest rate swaps) with a beginning notional of $100.0 million as well as a forward interest rate swap beginning May 31, 2022 with a beginning notional of $100.0 million. These derivatives servethat serves to hedge the variable cash flows associated with existing variable-rate debt on the incremental $100.0 million principal borrowings andone-year extension added to our Term Loan during the second quarter of 2018. Together,We also entered into a forward interest rate swap beginning May 31, 2022 with a beginning notional of $100.0 million. Including ourpre-existing interest rate swap, these fourthree swaps serve to hedge $200.0 million of the variable cash flows on our Term Loan until maturity.

We believe there are several trends that should drive long-term growth in the housing market. These trends include an aging housing stock, population growth and household formation growth. These positive trends are reflected in Blue Chip Economic Indicators’ JulyOctober 2018 consensus forecast, which projects housing starts to increase from approximately 1.2 million in 2017 to approximately 1.3 million in 2018.2019. We expect that our net revenue, gross profit and operating income will benefit from this growth. While we are actively adjustingincreasing pricing with our customers, we have realized selling price increases at a slower rate than the increase in material costs. We have been successful negotiating better pricing with our customers and experienced solid price increase momentum during the first and second quarternine months of 2018. Based on current and improving market conditions,

While we expect our selling prices to continue to improve during the third quarter,proactively work with improving marginscustomers and suppliers to bein-line with historical trends. We do expectmitigate these cost impacts, we continue to experience higherinflation on our materials and it may take a few quarters for us to fully address the current material costs through the remainder of the year and will continue to work with our customers to adjust selling prices to offset these higher costs.price environment.

Sales performance

Net revenues increased during the secondthird quarter and first sixnine months of 2018 compared to 2017, primarily driven by acquisitions, organic growth from our existing branches and increased selling prices. For both the three and sixnine months ended JuneSeptember 30, 2018, on a same branch basis, net revenue improved 11.3%12.2% and 11.6%, respectively, with slightly more than half of the increase for both periods attributable to growth in the number of completed jobs with the rest attributable to price gains and more favorable customer and product mix. We also saw organic growth in our large commercial construction end market of 4.1%15.8% and 8.6%11.0% during the three and sixnine months ended, JuneSeptember 30, 2018, respectively, while same branch new residential sales increased 12.1%11.3% and 11.7%11.6%, compared to growth in U.S. housing completions of 6.5%9.6% and 8.4%8.7% for the three and sixnine months ended JuneSeptember 30, 2018, respectively. Net revenue for the three and sixnine months ended JuneSeptember 30 was as follows (in thousands):

 

  Three months ended June 30,   Six months ended June 30,   Three months ended September 30,   Nine months ended September 30, 
  2018   2017   2018   2017   2018   Change 2017   2018   Change 2017 

Same branch(1)

  $314,082   $236,422   $598,547   $444,803   $331,205    34.4 $246,486   $929,752    34.5 $691,290 

Acquired branch(2)

   18,502    45,774    35,765    93,062    17,794    -63.5 48,707    53,559    -62.2 141,768 
  

 

   

 

   

 

   

 

   

 

    

 

   

 

    

 

 

Total net revenue

  $332,584   $282,196   $634,312   $537,865 

Total net revenues

  $348,999    18.2 $295,193   $983,311    18.0 $833,058 
  

 

   

 

   

 

   

 

   

 

    

 

   

 

    

 

 

 

(1) 

Represents sales for branch locations owned for greater than 12 months as of the financial statement date.

(2) 

Represents sales for branch locations owned for less than 12 months as of the financial statement date.

Cost of sales and gross profit

Gross profit for the three and sixnine months ended JuneSeptember 30 was as follows (dollars in thousands):

 

  Three months ended June 30, Six months ended June 30,   Three months ended September 30, Nine months ended September 30, 
  2018 Change 2017 2018 Change 2017   2018 Change 2017 2018 Change 2017 

Net revenues

  $332,584   17.9 $282,196  $634,312   17.9 $537,865   $348,999  18.2 $295,193  $983,311  18.0 $833,058 

Cost of sales

   236,941  20.1 197,268  458,693  20.5 380,765    251,665  20.1 209,612  710,358  20.3 590,377 
  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

 

Gross profit

  $95,643   12.6 $84,928  $175,619   11.8 $157,100   $97,334  13.7 $85,581  $272,953  12.5 $242,681 
  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

 

Gross profit percentage

   28.8  30.1 27.7  29.2   27.9  29.0 27.8  29.1

As a percentage of net revenue, gross profit decreased during the three and sixnine months ended JuneSeptember 30, 2018 compared to 2017 attributable primarily to industry-wide material cost increases beginning in January of this year as well as the impacts of our financial wellness plan, stock compensation plan for installers and increased training wages,branchstart-up costs, partially offset by lower workers compensation costs.improvements in labor utilization.

Operating expenses

Operating expenses for the three and sixnine months ended JuneSeptember 30 were as follows (dollars in thousands):

  Three months ended June 30, Six months ended June 30,   Three months ended September 30, Nine months ended September 30, 
  2018 Change 2017 2018 Change 2017   2018 Change 2017 2018 Change 2017 

Selling

  $16,020  17.4 $13,650  $31,866  15.1 $27,676   $17,434  17.3 $14,865  $49,300  15.9 $42,541 

Percentage of total net revenue

   4.8  4.8 5.0  5.1   5.0  5.0 5.0  5.1

Administrative

  $44,971  7.7 $41,761  $89,174  10.1 $81,022   $48,337  16.0 $41,657  $137,511  12.1 $122,679 

Percentage of total net revenue

   13.5  14.8 14.1  15.1   13.9  14.1 14.0  14.7

Amortization

  $7,322  11.8 $6,550  $14,450  11.4 $12,966   $5,228  -23.4 $6,824  $19,678  -0.6 $19,790 

Percentage of total net revenue

   2.2  2.3 2.3  2.4   1.5  2.3 2.0  2.4

Selling

The dollar increases in selling expenses for the three and sixnine months ended JuneSeptember 30, 2018 were primarily driven by increased selling wages, commissions and commissionsbonuses on an increased sales base. Selling expense, as a percentage of sales, decreased slightly for the sixnine months ended JuneSeptember 30, 2018 compared to 2017 primarily due to lower bad debt expense compared to the first six months of 2017, partially offset by higher stock compensation expense in 2018. Lower bad debt expense accounted for 0.2% of the reduction in selling expense as a percentage of sales during the six months ended June 30, 2018.expense.

Administrative

The increase in administrative expenses for the three and sixnine months ended JuneSeptember 30, 2018 was primarily due to an increase in wages, and benefits and facility costs attributable to both acquisitions and organic growth. Increased administrative wages accounted forgrowth, as well as legal expenses as a result of a legal settlement in the majoritystate of the total increase in administrative costs, with increased facility costs accounting for the remaining increase during both the three and six months ended June 30, 2018.California amounting to $0.8 million. Administrative expense decreased as a percentage of sales for the three and sixnine months ended JuneSeptember 30, 2018 compared to 2017 primarily due to lower bonus expense, as well as lower liability and medical insurance expense.

Other expense

Other expense, net for the three and sixnine months ended JuneSeptember 30 was as follows (dollars in thousands):

 

  Three months ended June 30,   Six months ended June 30,   Three months ended September 30,   Nine months ended September 30, 
  2018   Change 2017   2018   Change 2017   2018   Change 2017   2018   Change 2017 

Interest expense, net

  $5,691    17.0 $4,865   $9,731    38.3 $7,035   $5,282    19.5 $4,421   $15,013    31.0 $11,456 

Other

   163    24.4 131    285    0.7 283    132    59.0 83    417    13.9 366 
  

 

    

 

   

 

    

 

   

 

   

 

  

 

   

 

   

 

  

 

 

Total other expense

  $5,854    17.2 $4,996   $10,016    36.9 $7,318   $5,414    20.2 $4,504   $15,430    30.5 $11,822 
  

 

    

 

   

 

    

 

   

 

   

 

  

 

   

 

   

 

  

 

 

The increase in interest expense during the three and sixnine months ended JuneSeptember 30, 2018 compared to 2017 was due to increased debt balances associated with our borrowings to support acquisition-related growth.

Income tax provision

Income tax provision and effective tax rates for the three and sixnine months ended JuneSeptember 30 were as follows (dollars in thousands):

 

  Three months ended June 30, Six months ended June 30,   Three months ended September 30, Nine months ended September 30, 
  2018 2017 2018 2017   2018 2017 2018 2017 

Income tax provision

  $5,161  $5,998  $7,404  $9,781   $5,358  $5,721  $12,762  $15,502 

Effective tax rate

   24.0 33.4 24.6 34.8   25.6 32.3 25.0 33.8

During the three and sixnine months ended JuneSeptember 30, 2018, our tax rate was favorably impacted primarily by the effects of the Tax Act, which reduced the U.S federal corporate tax rate from 35% to 21%, usage of net operating losses for a tax filing entity which previously had a full valuation allowance and excess tax benefits from share-based compensation arrangements. This favorability was partially offset by separate tax filing entities in a loss position for which a full valuation allowance will be accounted for against the

losses, causing no tax benefit to be recognized on the losses, as well as the loss of the domestic production activities deduction resulting from the enactment of the Tax Act.

The ultimate impact of the Tax Act may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions we have made, additional regulatory guidance that may be issued and actions we may take as a result of the Tax Act. We have recognized the provisional tax impacts of the Tax Act in our Condensed Consolidated Financial Statements for the year ended December 31, 2017 included within our 2017 Form10-K. Based on a review of the guidance issued by the Internal Revenue Service in the first sixnine months of 2018, no adjustment to the provisional amount recorded in the Condensed Consolidated Financial Statements for the year ended December 31, 2017 was deemed necessary. We continue to assess new guidance and refine our computation of these provisional amounts and will complete our analysis within theone-year measurement period ending December 22, 2018.

KEY FACTORS AFFECTING OUR OPERATING RESULTS

Material costsCost of materials

We purchase the materials that we install primarily from manufacturers. The industry supply of materials we install was disrupted due to a catastrophic failure at a manufacturer’s facility during the fourth quarter of 2017, resulting in insulation material allocation throughout the industry and, as a result, increased market pricing in 2018. Increased market pricing, regardless of the catalyst, has and could continue to impact our results of operations, to the extent that price increases cannot be passed on to our customers. See Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Overview—2018 SecondThird Quarter Highlights.

Liquidity and capital resources

Our capital resources primarily consist of cash from operations and borrowings under our credit agreement and capital equipment leases and loans. Our primary capital requirements are to fund working capital needs, operating expenses, acquisitions and capital expenditures and meet required principal and interest payments. Our capitalWe also use our resources primarily consist of cash from operations and borrowings underto fund our credit agreement and capital equipment leases and loans.stock repurchase program. Our investments consist of highly liquid instruments primarily including corporate bonds and commercial paper. As of JuneSeptember 30, 2018, we had no outstanding borrowings under our ABL Revolver.

On June 19, 2018, we entered into a second amendment to the Term Loan Agreement (the “Term Loan Second Amendment”) to (i) extend the maturity date from April 15, 2024 to April 15, 2025 and (ii) increase the aggregate principal amount of the facility from $297.8 million to $397.8 million. In conjunction with the Term Loan Second Amendment, we wrote off fees of $1.1$1.2 million. All other provisions of the Term Loan Agreement were unchanged.

Also on June 19, 2018, we entered into a third amendment to the ABL Credit Agreement (the “ABL Third Amendment”) to (i) extend the maturity date from April 13, 2022 to June 19, 2023, (ii) increase the aggregate revolving loan commitments from $100.0 million to $150.0 million and (iii) provide enhanced borrowing availability against certain types of accounts receivable.

Furthermore, on July 16, 2018, we entered into a seven-year interest rate swap (in addition to our twopre-existing interest rate swaps) with a beginning notional of $100.0 million, as well as a forward interest rate swap beginning May 31, 2022 with a beginning notional of $100.0 million. These derivatives serve to hedge the variable cash flows associated with existing variable-rate debt on the incremental $100.0 million principal borrowings andone-year extension added to our Term Loan during the second quarter of 2018. Together,Combined with ourpre-existing interest rate swap, these fourthree swaps serve to hedge $200.0 million of the variable cash flows on our Term Loan until maturity.

Our acquisition of Alpha, which was completed on January 5, 2017, required us to commit significant resources to the acquisition and ongoing support of Alpha’s business. This acquisition was funded by drawing on the credit facility in existence at that time.

We believe that our cash flows from operations, combined with our current cash levels and available borrowing capacity, will be adequate to support our ongoing operations and to fund our debt service requirements, capital expenditures and working capital for at least the next 12 months as evidenced by our net positive cash flows from operations for each of the sixnine months ended JuneSeptember 30, 2018 and 2017. At JuneSeptember 30, 2018, we were in compliance with all applicable covenants under our borrowing agreements.

The following table summarizes our liquidity (in thousands):

 

  As of June 30,
2018
   As of December 31,
2017
   As of
September 30,
2018
 As of
December 31,
2017
 

Cash and cash equivalents

  $139,746   $62,510   $139,089  $62,510 

Short-term investments

   20,312    30,053    15,358  30,053 

ABL Revolver(1)

   150,000    100,000    150,000  100,000 

Less: outstanding letters of credit and cash-collateral

   (28,537   (17,902   (28,537 (17,902
  

 

   

 

   

 

  

 

 

Total liquidity

  $281,521   $174,661   $275,910  $174,661 
  

 

   

 

   

 

  

 

 

 

(1) 

Liquidity under our ABL Revolver is currently capped by our borrowing base availability. As such, our actual liquidity from this instrument as of JuneSeptember 30, 2018, is less than the amount shown in the above table.

Letters of Credit and Bonds

We may use performance bonds to ensure completion of our work on certain larger customer contracts that can span multiple accounting periods. Performance bonds generally do not have stated expiration dates; rather, we are released from the bonds as the contractual performance is completed. In addition, we occasionally use letters of credit and cash to secure our performance under our general liability and workers’ compensation insurance programs. Permit and license bonds are typically issued for one year and are required by certain municipalities when we obtain licenses and permits to perform work in their jurisdictions. The following table summarizes our outstanding bonds, letters of credit and cash-collateral as of JuneSeptember 30, 2018 (in thousands):

 

  2018   2018 

Performance bonds

  $36,993   $36,785 

Insurance letters of credit and cash-collateral

   28,522    28,537 

Permit and license bonds

   6,665    6,749 
  

 

   

 

 

Total bonds and letters of credit

  $72,180   $72,071 
  

 

   

 

 

In January 2018, we posted $10.0 million into a trust to serve as additional collateral for our workers’ compensation and general liability policies. This $10.0 million can be converted to a letter of credit at our discretion and is therefore not considered to be restricted cash.

Historical cash flow information

Cash flows from operating activities

Net cash provided by operating activities was $33.1$68.8 million and $28.4$53.3 million for the sixnine months ended JuneSeptember 30, 2018 and 2017, respectively. Generally, the primary driver of our cash flows from operating

operating activities is operating income adjusted for certainnon-cash items, offset by cash payments for taxes and interest on our outstanding debt. Our cash flows from operations can be impacted by the timing of our cash collections on sales and collection of retainage amounts. In addition, cash flows are seasonally stronger in the third and fourth quarters as a result of increased construction activity.

Cash flows from investing activities

Business Combinations.During the sixnine months ended JuneSeptember 30, 2018 and 2017, we made cash payments, net of cash acquired, of $18.6$34.7 million and $116.9$131.0 million, respectively, on business combinations. Our acquisition of Alpha in January 2017 required an investing cash outlay of $103.8 million.

Capital Expenditures.Total cash paid for property and equipment was $18.5$27.1 million and $14.7$22.9 million for the sixnine months ended JuneSeptember 30, 2018 and 2017, respectively, and was primarily related to purchases of vehicles and various equipment to support our growing operations. We expect to continue to support any increases in 2018 net revenue through further capital expenditures.

Other. During the sixnine months ended JuneSeptember 30, 2018 and 2017, we invested $17.8$22.8 million and $25.3$25.2 million, respectively, in short-term investments consisting primarily of corporate bonds and commercial paper and had $27.5$37.5 million in short-term investments that matured during the sixnine months ended JuneSeptember 30, 2018.

Cash flows from financing activities

We utilize our credit facilities to support our operations and continuing acquisitions, as well as tofund our stock repurchase program and finance our fleet expansion. During the sixnine months ended JuneSeptember 30, 2018 and 2017, we had cash inflows from our credit facilities, net of payments on these instruments and other long-term debt, amounting to $92.4$88.9 million and $191.3$183.3 million, respectively, to support those initiatives. In addition, we made $3.0$4.3 million and $3.7$5.6 million in principal payments on our capital leases during the sixnine months ended JuneSeptember 30, 2018 and 2017, respectively, and received proceeds of $14.3$20.7 million and $9.3$15.8 million during the sixnine months ended JuneSeptember 30, 2018 and 2017, respectively, from our fixed asset loans.loans, which serve to offset a significant portion of the capital expenditures included in cash flows from investing activities as described above. Lastly, we repurchased approximately 413793 thousand shares of our common stock for $24.6$42.8 million during the sixnine months ended JuneSeptember 30, 2018 as part of our 2018 stock repurchase plan. See Note 9, Stockholders’ Equity for more information surrounding our stock repurchase plan.

Capped Call Agreement

Certain of our stockholders entered into a capped call agreement with the underwriters of the secondary offering of our common stock completed on June 17, 2014. This agreement provided these stockholders with an option to call from the underwriters a total of approximately 1.0 million shares of our common stock at a capped price, with settlement required to be made in cash. During 2016, these stockholders exercised the call option with respect to approximately 0.7 million of the shares. In addition, in the fourth quarter of 2016, these stockholders simultaneously cancelled the remaining portion of the call option and purchased a new call option from the underwriters. This new capped call agreement provided these stockholders with the option to call from the underwriters a total of approximately 0.4 million shares of our common stock at a capped price. The option was exercised on April 16, 2018 and was settled in cash. The capped call agreement is between these stockholders and the underwriters and does not represent compensation to the stockholders for services rendered to us. The price paid for the option represents the fair value of that transaction and we are not a party to the agreement. Accordingly, we have not recorded any expense related to this transaction.

Contractual Obligations

Contractual Obligations

During the sixnine months ended JuneSeptember 30, 2018, we entered into an agreement with one of our suppliers to purchase a portion of the insulation materials we utilize across our business. The intention of this agreement, in part, is to purchase a minimum quantity of materials at a set price, ensuring supply and locking in prices at agreed-upon rates. This agreement is effective January 1, 2019 through December 31, 2021 with a purchase obligation of $25.8 million for 2019, $20.8 million for 2020 and $14.6 million for 2021.

Critical Accounting Policies and Estimates

During the sixnine months ended JuneSeptember 30, 2018, we changed certain of our critical accounting policies and estimates, from those previously disclosed in our 2017 Form10-K, in relation to our revenue recognition cash flow classification for certain of our cash flows and our hedge accounting, as a result of the adoption of new accounting standards on January 1, 2018.

Recently Adopted Accounting Pronouncements

 

Standard

  

Adoption

ASU2014-09,Revenue from Contracts with Customers (Topic 606)  ASC 606 sets forth a new revenue recognition model that requires identifying the contract(s) with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations and recognizing the revenue upon satisfaction of performance obligations. We adopted the provisions of ASU2014-09 and related subsequently-issued amendments beginning on January 1, 2018 using the modified retrospective approach and, as such, recognized a $2.9$2.1 million cumulative effect, net of tax, of initially applying the standard as an increase to the opening balance of retained earnings on January 1, 2018. See Note 3, Revenue Recognition, for further information regarding our revenue recognition policies.policies and the revisions to correct certain immaterial misstatements.
ASU2017-12,Derivatives and Hedging (Topic 815): Targeted Improvements to accounting for Hedging Activities  ASU2017-12 better aligns a company’s risk management activities and financial reporting for hedging relationships and makes certain improvements to simplify the application of hedge accounting guidance. For public business entities, this update is effective for financial statements issued for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with early adoption permitted. We elected to early adopt this ASU effective January 1, 2018 and, as such, recognized a $0.1 million adjustment to our opening retained earnings and accumulated other comprehensive income as of January 1, 2018 to reclassify the cash flow hedge ineffectiveness previously recorded in net income in the fourth quarter of 2017 to accumulated other comprehensive income.
ASU2018-05,Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118  In March 2018, the Financial Accounting Standards Board issued ASU2018-05, which became effective immediately. ASU2018-05 adds various SEC paragraphs pursuant to the issuance of the December 2017 SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”). See Note 11, Income Taxes, for additional information regarding the adoption of ASU2018-05.

Forward-Looking Statements

ASU2018-15,Intangibles—Goodwill andOther—Internal-Use Software (Subtopic350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force)ASU2018-15 amends the existing accounting standards for capitalizing implementation costs ofinternal-use software by including service contracts in a cloud computing arrangement. For public business entities, this update is effective for financial statements issued for fiscal years beginning after December 15, 2019 and interim periods therein, with early adoption permitted. We elected to early adopt this ASU using the prospective approach effective July 1, 2018 and, as such, have capitalized certain implementation costs associated with service contracts in a cloud computing arrangement. The effects of adoption were not significant.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the federal securities laws, including with respect to the housing market, our financial and business model, our efforts to navigate the material pricing environment, our ability to increase selling prices, our material and labor costs, demand for our services and product offerings, expansion of our national footprint and diversification, our ability to capitalize on the new home and commercial construction recovery, our ability to grow and strengthen our market position, our ability to pursue and integrate value-enhancing acquisitions, our ability to improve sales and profitability, and expectations for demand for our services and our earnings in 2018.2018 and expectations for 2019. Forward-looking statements may generally be identified by the use of words such as “anticipate,” “believe,” “estimate,” “project,” “predict,” “possible,” “forecast,” “may,” “could,” “would,” “should,” “expect,” “intends,” “plan,” and “will” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Any forward-looking statements that we make herein and in any future reports and statements are not guarantees of future performance, and actual results may differ materially from those expressed in or suggested by such forward-looking statements as a result of various factors, including, without limitation, general economic and industry conditions, the material price environment, and the factors discussed in the “Risk Factors” section of our 2017 Form10-K, as the same may be updated from time to time in our subsequent filings with the SEC. Any forward-looking statement made by the Company in this report speaks only as of the date hereof. New risks and uncertainties arise from time to time and it is impossible for the Company to predict these events or how they may affect it. The Company has no obligation, and does not intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws.

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks related to fluctuations in interest rates on our outstanding variable rate debt. Upon entering the Term Loan Second Amendment during the threenine months ended JuneSeptember 30, 2018, we increased the aggregate principal amount of our debt by $100.0 million. On July 16, 2018, we entered a seven-year interest rate swap with a beginning notional of $100.0 million that serves to hedge the additional $100.0 million term loan. We also entered into a forward interest rate swap beginning May 31, 2022 with beginning notional of $100.0 million. All of our derivatives combine to reduce our variable rate debt by $200.0 million, resulting in total variable rate debt exposed to market risks of $198.3 million as of JuneSeptember 30, 2018. A hypothetical one percentage point increase (decrease) in interest rates on our variable rate debt would increase (decrease) our annual interest expense by approximately $2.0 million.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) as required by Exchange Act Rules13a-15(e) and15d-15(e). Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of JuneSeptember 30, 2018.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended JuneSeptember 30, 2018 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

 

Item 1.

Legal Proceedings

See Part I, Item 1. Financial Statements, Note 13, Commitments and Contingencies – Other Commitments and Contingencies, for information about existing legal proceedings.

 

Item 1A.

Risk Factors

There have been no material changes for the three months ended JuneSeptember 30, 2018 from the risk factors as disclosed in our 2017 Form10-K.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

The following table shows the stock repurchase activity for the three months ended JuneSeptember 30, 2018:

 

          Total Number     
          of Shares   Approximate 
          Purchased as   Dollar Value of 
   Total      Part of Publicly   Shares that May 
   Number of  Average   Announced   Yet Be Purchased 
   Shares  Price Paid   Plans or   under the Plans or 
   Purchased  Per Share   Programs   Programs(2) 

April 1 - 30, 2018

   39,864(1)   $55.84    —      —   

May 1 - 31, 2018

   —     —      —      —   

June 1 - 30, 2018

   —     —      —      —   
  

 

 

  

 

 

   

 

 

   

 

 

 
   39,864  $55.84    —     $25.4 million 
  

 

 

  

 

 

   

 

 

   

 

 

 
   Total
Number of
Shares
Purchased
   Average
Price Paid
Per Share
   Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
   Approximate
Dollar Value of
Shares that May
Yet Be Purchased
under the Plans
or Programs (2)
 

July 1 - 31, 2018

   —     $—      —      —   

August 1 - 31, 2018

   333,035    47.49    333,035   $9.6 million 

September 1 - 30, 2018

   47,659    49.57    47,659   $7.2 million 
  

 

 

   

 

 

   

 

 

   

 

 

 
   380,694   $ 47.75    380,694   $7.2 million 
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Represents shares surrendered to the Company by employees to satisfy tax withholding obligations arising in connection with the vesting of 152,512 shares of restricted stock awarded under our 2014 Omnibus Incentive Plan.

(2) 

On February 28, 2018, we announced that our Board of Directors authorized a $50 million stock repurchase program effective March 2, 2018 through February 28, 2019, unless extended by the Board of Directors. We repurchased 380,694 shares for $18.2 million during the three months ended September 30, 2018 under this stock repurchase program. We repurchased 412,717 shares for $24.6 million in the first quarter of 2018 under this stock repurchase program. Weprogram and did not repurchase any shares in the second quarter of 2018 under this stock repurchase program.2018.

Item 3.

Defaults Upon Senior Securities

There have been no material defaults in senior securities.

 

Item 4.

Mine Safety Disclosures

Not applicable.

 

Item 5.

Other Information

J. Michael Nixon, a member of the Board of Directors of Installed Building Products, Inc. (the “Company”), retired from the Board, effective July 31, 2018. Mr. Nixon, age 73, served as a director of the Company since 2012. Mr. Nixon’s decision to retire was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.None.

 

Item 6.

Exhibits

(a)(3) Exhibits

The following exhibits are being filed as part of this Quarterly Report on Form10-Q:

 

Exhibit


Number

 

Description

  10.1Second Amendment to Term Loan Credit Agreement, dated as of June  19, 2018, by and among Installed Building Products, Inc., the other loan parties party thereto, the participating lenders and fronting bank party thereto, Royal Bank of Canada, as administrative agent, and RBC Capital Markets, as joint lead arranger and joint bookrunner (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8-K filed with the SEC on June 19, 2018).
  10.2Third Amendment to Credit Agreement, dated as of June  19, 2018, by and among Installed Building Products, Inc., the lenders party thereto, and SunTrust Bank, as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form8-K filed with the SEC on June 19, 2018).
  10.3First Amendment to ABL/Term Loan Intercreditor Agreement, dated as of June  19, 2018, by and among Installed Building Products, Inc., SunTrust Bank, as ABL agent, and Royal Bank of Canada, as term loan agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form8-K filed with the SEC on June 19, 2018).
  10.4*10.1 Retirement and General Release Agreement, dated as of July  31, 2018, by and among Installed Building Products, Inc., Installed Building Products, LLC, TCI Contracting, LLC and J. Michael Nixon.Nixon (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form10-Q filed with the SEC on August 3, 2018).
31.1* CEO Certification pursuant to Exchange Act Rule13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* CFO Certification pursuant to Exchange Act Rule13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 (a) Financial statements in XBRL Format.

 

*

Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date: August 3,November 2, 2018

 

INSTALLED BUILDING PRODUCTS, INC.
By: 

/s/ Jeffrey W. Edwards

 Jeffrey W. Edwards
 President and Chief Executive Officer
By: 

/s/ Michael T. Miller

 Michael T. Miller
 Executive Vice President and Chief Financial Officer

 

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