Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 01, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | IBP | |
Entity Registrant Name | INSTALLED BUILDING PRODUCTS, INC. | |
Entity Central Index Key | 1,580,905 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 31,485,525 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash | $ 13,742 | $ 6,818 |
Accounts receivable (less allowance for doubtful accounts of $3,083 and $2,486 at June 30, 2016 and December 31, 2015, respectively) | 117,286 | 103,198 |
Inventories | 33,658 | 29,337 |
Other current assets | 8,431 | 10,879 |
Total current assets | 173,117 | 150,232 |
Property and equipment, net | 62,823 | 57,592 |
Non-current assets | ||
Goodwill | 100,339 | 90,512 |
Intangibles, net | 79,856 | 67,218 |
Other non-current assets | 8,677 | 8,018 |
Total non-current assets | 188,872 | 165,748 |
Total assets | 424,812 | 373,572 |
Current liabilities | ||
Current maturities of long-term debt | 13,079 | 10,021 |
Current maturities of capital lease obligations | 7,590 | 8,411 |
Accounts payable | 60,451 | 50,867 |
Accrued compensation | 18,826 | 14,488 |
Other current liabilities | 14,519 | 13,635 |
Total current liabilities | 114,465 | 97,422 |
Long-term debt | 132,652 | 113,214 |
Capital lease obligations, less current maturities | 10,183 | 12,031 |
Deferred income taxes | 15,287 | 14,582 |
Other long-term liabilities | 21,601 | 21,840 |
Total liabilities | 294,188 | 259,089 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Preferred stock value | ||
Common Stock; $0.01 par value: 100,000,000 authorized, 32,135,176 and 31,982,888 issued and 31,486,249 and 31,366,328 shares outstanding at June 30, 2016 and December 31, 2015, respectively | 321 | 320 |
Additional paid in capital | 157,858 | 156,688 |
Accumulated deficit | (15,336) | (31,142) |
Treasury Stock; at cost: 648,927 and 616,560 shares at June 30, 2016 and December 31, 2015, respectively | (12,219) | (11,383) |
Total stockholders' equity | 130,624 | 114,483 |
Total liabilities and stockholders' equity | $ 424,812 | $ 373,572 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 3,083 | $ 2,486 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 32,135,176 | 31,982,888 |
Common stock, shares outstanding | 31,486,249 | 31,366,328 |
Treasury Stock | 648,927 | 616,560 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Net revenue | $ 211,913 | $ 159,693 | $ 403,611 | $ 289,641 |
Cost of sales | 149,670 | 113,411 | 286,777 | 209,233 |
Gross profit | 62,243 | 46,282 | 116,834 | 80,408 |
Operating expenses | ||||
Selling | 11,960 | 8,881 | 23,211 | 16,993 |
Administrative | 30,890 | 24,528 | 61,173 | 46,765 |
Amortization | 2,810 | 1,485 | 5,289 | 2,274 |
Operating income | 16,583 | 11,388 | 27,161 | 14,376 |
Other expense | ||||
Interest expense | 1,509 | 967 | 3,061 | 1,665 |
Other | 121 | 194 | 225 | 219 |
Non-operating (income) expense | 1,630 | 1,161 | 3,286 | 1,884 |
Income before income taxes | 14,953 | 10,227 | 23,875 | 12,492 |
Income tax provision | 4,960 | 3,720 | 8,069 | 4,743 |
Net income attributable to common stockholders | $ 9,993 | $ 6,507 | $ 15,806 | $ 7,749 |
Basic net income per share attributable to common stockholders | $ 0.32 | $ 0.21 | $ 0.51 | $ 0.25 |
Diluted net income per share attributable to common stockholders | $ 0.32 | $ 0.21 | $ 0.50 | $ 0.25 |
Weighted average shares outstanding: | ||||
Basic | 31,317,632 | 31,228,000 | 31,279,935 | 31,360,060 |
Diluted | 31,347,067 | 31,249,050 | 31,339,019 | 31,371,216 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] |
BALANCE at Dec. 31, 2014 | $ 91,874 | $ 319 | $ 154,497 | $ (57,659) | $ (5,283) |
BALANCE, Shares at Dec. 31, 2014 | 31,839,087 | ||||
BALANCE, Treasury Shares at Dec. 31, 2014 | (300,000) | ||||
Net income | 7,749 | 7,749 | |||
Issuance of Common Stock Awards to Employees | $ 1 | (1) | |||
Issuance of Common Stock Awards to Employees, Shares | 130,613 | ||||
Surrender of Common Stock Awards by Employees, Shares | (1,560) | ||||
Share-Based Compensation Expense | 658 | 658 | |||
Share-Based Compensation issued to Directors, Value | 300 | 300 | |||
Share-Based Compensation Issued to Directors, Shares | 13,188 | ||||
Tax Benefit from Stock Plans | 76 | 76 | |||
Common Stock Repurchase, Value | (6,100) | $ (6,100) | |||
Common Stock Repurchase, Shares | (315,000) | ||||
BALANCE at Jun. 30, 2015 | 94,557 | $ 320 | 155,530 | (49,910) | $ (11,383) |
BALANCE, Shares at Jun. 30, 2015 | 31,982,888 | ||||
BALANCE, Treasury Shares at Jun. 30, 2015 | (616,560) | ||||
BALANCE at Dec. 31, 2015 | $ 114,483 | $ 320 | 156,688 | (31,142) | $ (11,383) |
BALANCE, Shares at Dec. 31, 2015 | 31,982,888 | 31,982,888 | |||
BALANCE, Treasury Shares at Dec. 31, 2015 | (616,560) | (616,560) | |||
Net income | $ 15,806 | 15,806 | |||
Issuance of Common Stock Awards to Employees | $ 1 | (1) | |||
Issuance of Common Stock Awards to Employees, Shares | 143,528 | ||||
Surrender of Common Stock Awards by Employees, Value | (836) | $ (836) | |||
Surrender of Common Stock Awards by Employees, Shares | (32,367) | ||||
Share-Based Compensation Expense | 871 | 871 | |||
Share-Based Compensation issued to Directors, Value | 300 | 300 | |||
Share-Based Compensation Issued to Directors, Shares | 8,760 | ||||
BALANCE at Jun. 30, 2016 | $ 130,624 | $ 321 | $ 157,858 | $ (15,336) | $ (12,219) |
BALANCE, Shares at Jun. 30, 2016 | 32,135,176 | 32,135,176 | |||
BALANCE, Treasury Shares at Jun. 30, 2016 | (648,927) | (648,927) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities | ||
Net income | $ 15,806 | $ 7,749 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization of property and equipment | 11,281 | 7,366 |
Amortization of intangibles | 5,289 | 2,274 |
Amortization of deferred financing costs and debt discount | 179 | 133 |
Provision for doubtful accounts | 1,181 | 953 |
Write-off of debt issuance costs | 286 | |
Gain on sale of property and equipment | (173) | (164) |
Noncash stock compensation | 1,171 | 958 |
Deferred income taxes | 708 | |
Changes in assets and liabilities, excluding effects of acquisitions | ||
Accounts receivable | (9,742) | (9,865) |
Inventories | (3,310) | (1,988) |
Other assets | 2,442 | 3,715 |
Accounts payable | 6,632 | 1,592 |
Income taxes payable | (873) | 3,302 |
Other liabilities | 5,283 | (626) |
Net cash provided by operating activities | 36,160 | 15,399 |
Cash flows from investing activities | ||
Purchases of property and equipment | (13,424) | (11,513) |
Acquisitions of businesses, net of cash acquired of $0 and $761, respectively | (29,948) | (43,989) |
Proceeds from sale of property and equipment | 384 | 340 |
Other | (407) | |
Net cash used in investing activities | (42,988) | (55,569) |
Cash flows from financing activities | ||
Proceeds from revolving line of credit under credit agreement applicable to respective period (Note 4) | 37,975 | 75,750 |
Payments on revolving line of credit under credit agreement applicable to respective period (Note 4) | (37,975) | (75,750) |
Proceeds from term loan under credit agreement applicable to respective period (Note 4) | 100,000 | 50,000 |
Payments on term loan under credit agreement applicable to respective period (Note 4) | (49,375) | (24,688) |
Proceeds from delayed draw term loan under credit agreement applicable to respective period (Note 4) | 12,500 | 15,000 |
Payments on delayed draw term loan under credit agreement applicable to respective period (Note 4) | (50,000) | |
Proceeds from vehicle and equipment notes payable | 11,039 | 7,979 |
Debt issuance costs | (1,238) | (758) |
Principal payments on long term debt | (2,591) | (1,611) |
Principal payments on capital lease obligations | (4,556) | (4,851) |
Acquisition-related obligations | (1,191) | |
Repurchase of common stock | (6,100) | |
Surrender of common stock by employees | (836) | |
Net cash provided by financing activities | 13,752 | 34,971 |
Net change in cash | 6,924 | (5,199) |
Cash at beginning of period | 6,818 | 10,761 |
Cash at end of period | 13,742 | 5,562 |
Supplemental disclosures of cash flow information Net cash paid during the period for: | ||
Interest | 2,537 | 1,480 |
Income taxes, net of refunds | 8,355 | 1,318 |
Supplemental disclosure of noncash investing and financing activities | ||
Vehicles capitalized under capital leases and related lease obligations | 2,033 | 1,966 |
Seller obligations in connection with acquisition of businesses | $ 2,430 | $ 8,392 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Cash Flows [Abstract] | ||
Cash acquired, Net | $ 0 | $ 761 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | NOTE 1 – ORGANIZATION Installed Building Products, Inc. (“IBP”), a Delaware corporation formed on October 28, 2011, and its subsidiaries (collectively referred to as the “Company” and “we”, “us” and “our”) primarily install insulation, garage doors, rain gutters, shower doors, closet shelving and mirrors, and other products for residential and commercial builders located in the continental United States. IBP operates in over 100 locations within the continental United States and its corporate office is located in Columbus, Ohio. We have one operating segment and a single reportable segment. Substantially all of our sales come from service-based installation of various products in the residential new construction and repair and remodel and commercial new construction and repair and remodel end markets. Each of our branches has the capacity to serve all of our end markets. The following table sets forth the percentage of our net revenue by end market for the three and six months ended June 30, 2016 and 2015: Three and six months ended June 30, 2016 2015 Residential new construction and repair and remodel 88 % 89 % Commercial new construction and repair and remodel 12 11 100 % 100 % |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 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 and majority owned subsidiaries. The non-controlling interest relating to majority owned subsidiaries is not significant for presentation. 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 condensed or 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 consolidated financial statements and the notes thereto included in Part II, Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “2015 Form 10-K”), as filed with the SEC on March 9, 2016. The December 31, 2015 condensed consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by U.S. GAAP. Our interim operating results for the three and six months ended June 30, 2016 are not necessarily indicative of the results to be expected in future operating quarters. See Item 1A. Risk Factors in our 2015 Form 10-K for additional information regarding risk factors that may impact our results. Note 2 to the consolidated financial statements in our 2015 Form 10-K describes the significant accounting policies and estimates used in preparation of the consolidated financial statements. There have been no changes to our significant accounting policies or estimates during the three or six months ended June 30, 2016. Use of Estimates Preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the allowance for doubtful accounts, valuation allowance on deferred tax assets, valuation of the reporting unit, intangible assets and other long-lived assets, share based compensation, reserves for general liability, and workers’ compensation and medical insurance. Management believes the accounting estimates are appropriate and reasonably determined; however, due to the inherent uncertainties in making these estimates, actual amounts could differ from such estimates. Advertising Costs Advertising costs are expensed as incurred. Advertising expense was approximately $0.8 million and $1.4 million for the three and six months ended June 30, 2016, respectively, and $0.6 million and $1.0 million for the three and six months ended June 30, 2015, respectively, and is included in selling expense on the Condensed Consolidated Statements of Operations. Recently Adopted Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” Under this ASU, we present debt issuance costs in the balance sheet as a reduction from the related debt liability rather than as an asset. Amortization of such costs will continue to be reported as interest expense. During the six months ended June 30, 2016, we retrospectively adopted ASU 2015-03, which resulted in a reclassification of $0.5 million of debt issuance costs related to our long-term debt from other non-current assets to long-term debt as of December 31, 2015. In April 2015, the FASB issued ASU 2015-05, “Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” This update provides criteria for customers in a cloud computing arrangement to determine whether the arrangement includes a license of software. We adopted this guidance effective January 1, 2016 and have determined this ASU did not have a material impact on our condensed consolidated financial statements. In August 2015, the FASB issued ASU 2015-15, “Imputation of Interest (Subtopic 835-30).” This ASU amends ASU 2015-03 regarding the presentation and subsequent measurement of debt issuance costs related to line of credit arrangements. Specifically, it provides guidance for deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line of credit arrangement, regardless of whether there are any outstanding borrowings on the line of credit arrangement. We adopted this guidance effective January 1, 2016 and have determined this ASU did not have a material impact on our condensed consolidated financial statements. After applying the new guidance, deferred debt issuance costs were $1.3 million and $0.6 million as of June 30, 2016 and December 31, 2015, respectively. In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805).” This ASU requires an acquirer to retrospectively adjust provisional amounts recognized in a business combination during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in this update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition, an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. For public business entities, this update is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. While previous adjustments to provisional amounts did not have a material impact on our financial statements, it is possible that future adjustments made during measurement periods to recently acquired entities or entities acquired in the future could have a material impact on our financial statements. In March 2016, the FASB issued ASU No. 2016-09, “Compensation-Stock Compensation (Topic 718).” This update amends the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. This ASU also clarifies the statement of cash flows presentation for certain components of share-based awards. As early adoption is permitted, we adopted this standard effective January 1, 2016 and have concluded that it did not have a material impact on our condensed consolidated financial statements. Under ASU 2016-09, we classify the excess income tax benefits from stock-based compensation arrangements as a discrete item within income tax expense, rather than recognizing such excess income tax benefits in additional paid-in capital. Excess income tax benefits from stock-based compensation arrangements are classified as an operating activity rather than as a financing activity. In addition, when we withhold shares from an employee’s vesting of common stock awards to fund payment by us of the employee’s taxes, the payment is classified as a financing activity. We have elected to continue to estimate the forfeitures expected to occur to determine the amount of compensation cost to be recognized in each period. Recently Issued Accounting Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 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. In July 2015, the FASB voted to defer the application of the provisions of this standard for public companies until annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. We are still evaluating whether this ASU will have a material impact on our consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330).” This update requires an entity to measure inventory within the scope of the update at the lower of cost and net realizable value. For public business entities, this update is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. We are still evaluating whether this ASU will have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” This update amends 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. ASU 2016-02 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. For public business entities, this update is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted as of the standard’s issuance date. We are still evaluating whether this ASU will have a material impact on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-06, “Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments.” This ASU clarifies the requirement for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment under this amendment is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence. Consequently, when a call (put) option is contingently exercisable, an entity does not have to assess whether the event that triggers the ability to exercise a call (put) option is related to interest rates or credit risks. For public business entities, this update is effective for financial statements issued for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. We are still evaluating whether this ASU will have a material impact on our consolidated financial statements. In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” which provides supplemental adoption guidance and clarification to ASU 2014-09. ASU 2016-10 must be adopted concurrently with the adoption of ASU 2014-09. We are still evaluating whether the future adoption of these pronouncements will have a material impact on our condensed consolidated financial statements. In May 2016, the FASB issued ASU No. 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 pursuant to Staff announcements at the March 3, 2016 EITF Meeting” This ASU rescinds from the FASB Accounting Standards Codification certain SEC paragraphs as a result of two SEC Staff Announcements at the March 3, 2016 meeting. For public entities, the amendments related to Topic 605 are effective for interim and annual reporting periods beginning after December 15, 2017 and amendments related to Topic 815 are effective for interim and annual reporting periods beginning after December 15, 2015. We are still evaluating whether the portion of this ASU related to Topic 605 will have a material impact on our condensed consolidated financial statements but have concluded that the portion of this ASU related to Topic 815 is not applicable and, therefore, did not have a material impact on our condensed consolidated financial statements. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients.” The amendments in this ASU provide additional clarification and implementation guidance on the previously issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” This ASU provides clarification to Topic 606 on how to assess collectability, present sales tax, treat noncash consideration, and account for completed and modified contracts at the time of transition. The amendment also clarifies that an entity retrospectively applying the guidance in Topic 606 is not required to disclose the effect of the accounting change in the period of adoption. The effective date and transition requirements for these amendments are the same as the effective date and transition requirements of ASU 2014-09, which is effective for fiscal years, and for interim periods within those years, beginning after December 15, 2017. We are still evaluating whether this ASU will have a material impact on our condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU amends the accounting for credit losses on available-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. For public business entities, this update is effective for financial statements issued for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. We are still evaluating whether this ASU will have a material impact on our consolidated financial statements. |
Goodwill and Intangibles
Goodwill and Intangibles | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | NOTE 3 – GOODWILL AND INTANGIBLES Goodwill The change in carrying amount of goodwill was as follows (in thousands): Goodwill Accumulated Goodwill January 1, 2016 $ 160,516 $ (70,004 ) $ 90,512 Business Combinations 9,827 — 9,827 June 30, 2016 $ 170,343 $ (70,004 ) $ 100,339 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 six month periods ended June 30, 2016 and 2015. Intangibles, net The following table provides the gross carrying amount and accumulated amortization for each major class of intangibles (in thousands): As of June 30, 2016 As of December 31, 2015 Gross Net Gross Net Carrying Accumulated Book Carrying Accumulated Book Amount Amortization Value Amount Amortization Value Amortized intangibles: Customer relationships $ 73,066 $ 23,705 $ 49,361 $ 62,399 $ 20,231 $ 42,168 Covenants not-to-compete 7,763 1,568 6,195 5,729 847 4,882 Trademarks and tradenames 33,555 9,255 24,300 28,320 8,152 20,168 $ 114,384 $ 34,528 $ 79,856 $ 96,448 $ 29,230 $ 67,218 The gross carrying amount of intangibles increased approximately $17.9 million during the six months ended June 30, 2016 primarily due to business combinations. See Note 10, Business Combinations, for more information. Remaining estimated aggregate annual amortization expense is as follows (amounts, in thousands, are for the fiscal year ended): Remainder of 2016 $ 5,531 2017 10,546 2018 10,304 2019 9,880 2020 9,273 Thereafter 34,322 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | NOTE 4 – LONG-TERM DEBT Debt consisted of the following (in thousands): As of June 30, As of December 31, 2016 2015 Term loans, as amended, net of unamortized debt discount of $504 and $249, respectively $ 98,246 $ 47,876 Delayed draw term loans, as amended, net of unamortized debt discount of $57 and $261, respectively 12,443 49,739 Vehicle and equipment notes 29,760 21,091 Various notes payable, maturing through March 2025; payable in various monthly installments, including interest rates ranging from 4% to 6% 5,282 4,529 145,731 123,235 Less: current maturities (13,079 ) (10,021 ) Long-term debt, less current maturities $ 132,652 $ 113,214 On February 29, 2016, we entered into a Credit and Security Agreement (the “Credit and Security Agreement”) with the lenders named therein. The Credit and Security Agreement amended and restated our previous credit agreement (the “2015 Credit Agreement”), which was scheduled to mature in April 2020. We used a portion of the funds from the Credit and Security Agreement to pay off the outstanding balances under the 2015 Credit Agreement. The Credit and Security Agreement provides for a five-year senior secured credit facility in an aggregate principal amount of up to $325.0 million, consisting of a $100.0 million revolving line of credit (the “Revolving LOC”), a $100.0 million term loan (the “Term Loan”), and a delayed draw term loan facility (the “DDTL”) providing for up to $125.0 million in additional term loan draws during the first year of the Credit and Security Agreement. Under the Revolving LOC, up to an aggregate of $20.0 million is available to us for the issuance of letters of credit and up to an aggregate of $5.0 million is available to us for swing line loans. The Credit and Security Agreement also includes an accordion feature which allows us, at our option but subject to lender and certain other approvals, to add up to an aggregate of $75.0 million in principal amount of term loans or additional revolving credit commitments, subject to the same terms as the Revolving LOC and Term Loan. As of June 30, 2016, there were approximately $12.3 million in letters of credit issued and no borrowings outstanding under the Revolving LOC. All of the obligations under the Credit and Security Agreement are guaranteed by our material domestic subsidiaries, other than Suburban Insulation, Inc. Loans under the Credit and Security Agreement bear interest at either the eurodollar rate (“LIBOR”) or the base rate (which approximates prime rate), at our election, plus a margin based on the type of rate applied and our leverage ratio. At December 31, 2015, the outstanding balances on the term loan and the delayed draw term loan under the 2015 Credit Agreement bore interest at 1-month LIBOR, including margin (1.95%), and the outstanding balances on the Term Loan and DDTL at June 30, 2016 bore interest at 1-month LIBOR, including margin (2.25%). In addition to interest, we are required to pay commitment fees on the unused portion of the Revolving LOC. The commitment fee rate for the period from February 29, 2016 through August 31, 2016, is 22.5 basis points. Thereafter, the commitment fee rate, like the interest rate spreads, is subject to adjustment based on our leverage ratio, with possible future commitment fees ranging from 20 to 30 basis points per annum. We are also required to pay a ticking fee of 37.5 basis points per annum on the unused portion of the DDTL until it is fully drawn or February 28, 2017, whichever is earlier. Any outstanding principal balances on the Term Loan and DDTL are due on February 28, 2021 (the “Maturity Date”). The Credit and Security Agreement contains covenants that require us to (1) maintain a fixed charge coverage ratio of not less than 1.10 to 1.0 and (2) maintain a leverage ratio of no greater than (a) 3.50 to 1.00 through December 30, 2016; (b) 3.25 to 1.00 on December 31, 2016 through June 29, 2017; (c) 3.00 to 1.00 on June 30, 2017 through December 30, 2017; (d) 2.75 to 1.00 on December 31, 2017 through June 29, 2018; and (e) 2.50 to 1.00 on June 30, 2018 and thereafter. The Credit and Security Agreement also contains various restrictive non-financial covenants and a provision that, upon an event of default (as defined by the Credit and Security Agreement), amounts outstanding under the Credit and Security Agreement would bear interest at the rate as determined above plus 2.0% per annum. Vehicle and Equipment Notes We are party to a Master Loan and Security Agreement (“Master Loan and Security Agreement”), a Master Equipment Lease Agreement (“Master Equipment Agreement”) and one or more Master Loan Agreements (“Master Loan Agreements”) with various lenders to provide financing for the purpose of purchasing or leasing vehicles and equipment used in the normal course of business. Each financing arrangement under these agreements constitutes a separate note and obligation. Vehicles and equipment purchased or leased under each financing arrangement serve as collateral for the note applicable to such financing arrangement. Regular payments are due under each note for a period of typically 60 consecutive months after the incurrence of the obligation. The specific terms of each note are based on specific criteria, including the type of vehicle or equipment and the market interest rates at the time. No termination date applies to these agreements. Total gross assets relating to our master loan and equipment agreements were $36.4 million and $25.4 million as of June 30, 2016 and December 31, 2015, respectively, none of which were fully depreciated as of June 30, 2016 or December 31, 2015, respectively. The net book value of assets under these agreements was $30.1 million and $22.4 million as of June 30, 2016 and December 31, 2015, respectively, net of accumulated depreciation of $6.3 million and $3.0 million as of June 30, 2016 and December 31, 2015, respectively. Depreciation of assets held under these agreements is included within cost of sales on the Condensed Consolidated Statements of Operations. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 5 – FAIR VALUE MEASUREMENTS Fair Values Fair value is the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Accounting Standards Codification (“ASC”) 820, “Fair Value Measurement,” establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. Estimated Fair Value of Financial Instruments Accounts receivable, accounts payable and accrued liabilities as of June 30, 2016 and December 31, 2015 approximate fair value due to the short-term maturities of these financial instruments. The carrying amounts of the long-term debt, including the Term Loan, DDTL and Revolving LOC, approximate fair value as of June 30, 2016 and December 31, 2015 due to the short term maturities of the underlying variable rate LIBOR agreements. The carrying amounts of the obligations associated with our vehicle and equipment notes approximate fair value as of June 30, 2016 and December 31, 2015 because the associated assets generate sufficient cash through operations to settle the obligations. All debt classifications represent Level 2 fair value measurements. |
Employee Benefits
Employee Benefits | 6 Months Ended |
Jun. 30, 2016 | |
Postemployment Benefits [Abstract] | |
Employee Benefits | NOTE 6 – EMPLOYEE BENEFITS Healthcare Our healthcare benefit expense (net of employee contributions) for all plans was approximately $3.5 million and $3.1 million for the three months ended June 30, 2016 and 2015, respectively, and $7.7 million and $5.8 million for the six months ended June 30, 2016 and 2015, 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 $1.6 million and $1.5 million as of June 30, 2016 and December 31, 2015, respectively. Workers’ Compensation Workers’ compensation expense totaled $2.8 million and $2.0 million for the three months ended June 30, 2016 and 2015, respectively, and $5.8 million and $4.1 million for the six months ended June 30, 2016 and 2015, respectively. Workers’ compensation known claims and IBNR reserves included on the Condensed Consolidated Balance Sheets were as follows (in thousands): June 30, December 31, Included in other current liabilities $ 4,210 $ 3,263 Included in other long-term liabilities 6,505 7,132 $ 10,715 $ 10,395 We also had an insurance receivable for claims that exceeded the stop loss limit included on the Condensed Consolidated Balance Sheets. That receivable offsets an equal liability included within the reserve amounts noted above and was as follows (in thousands): June 30, December 31, Included in other non-current assets $ 1,259 $ 1,542 Share-Based Compensation Directors During the three months ended June 30, 2016 and 2015, we granted approximately 9 thousand and 13 thousand shares of our common stock, respectively, under our 2014 Omnibus Incentive Plan to non-employee members of our Board of Directors. Accordingly, for each of the three and six month periods ended June 30, 2016 and 2015, we recorded $0.3 million in compensation expense within administrative expenses on the Condensed Consolidated Statements of Operations. These shares effectively vested on the grant date since there is deemed to be no service period associated with these awards. The lack of a vesting or service period may not apply to any future share grants under our 2014 Omnibus Incentive Plan. Employees During the six months ended June 30, 2016, we granted approximately 0.1 million shares of our common stock under our 2014 Omnibus Incentive Plan to our employees, which vest in three equal installments (rounded to the nearest whole share) on each of April 20, 2017, April 20, 2018 and April 20, 2019. During the six months ended June 30, 2016, our employees surrendered approximately 32 thousand shares of our common stock to satisfy tax withholding obligations arising in connection with the vesting of such common stock awards previously issued under our 2014 Omnibus Incentive Plan. Share-based compensation expense was $0.3 million and $0.9 million for the three and six months ended June 30, 2016, respectively. We recognized excess tax benefits of approximately $49 thousand and $0.3 million in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2016, respectively. During the six months ended June 30, 2015, we granted approximately 0.1 million shares of our common stock under our 2014 Omnibus Incentive Plan to our employees, which vested 100% between January 7, 2016 and March 31, 2016 for non-executive employees and vests in three equal installments (rounded to the nearest whole share) on each of March 31, 2016, March 31, 2017 and March 31, 2018 for certain officers. Share-based compensation expense was $0.6 million and $0.7 million for the three and six months ended June 30, 2015. Nonvested common stock awards for employees as of December 31, 2015 and changes during the six months ended June 30, 2016 were as follows: Common Weighted Nonvested common stock awards at December 31, 2015 129,053 $ 21.52 Granted 143,528 26.98 Vested (109,473 ) 21.48 Forfeited (459 ) 21.79 Nonvested common stock awards at June 30, 2016 162,649 $ 26.37 As of June 30, 2016, there was $3.8 million of unrecognized compensation expense related to nonvested common stock awards. 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 2.7 years. Shares forfeited are returned as treasury shares and available for future issuances. As of June 30, 2016, approximately 2.7 million shares of common stock were available for issuance under the 2014 Omnibus Incentive Plan. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 7 – INCOME TAXES Our provision for income taxes as a percentage of pretax earnings (“effective tax rate”) 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 six months ended June 30, 2016, the effective tax rate was 33.2 percent and 33.8 percent, respectively. These rates were favorably impacted by deductions related to domestic production activities, early adoption of ASU 2016-09 and usage of net operating losses for a tax filing entity which previously had a full valuation allowance. The rates were 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. On March 30, 2016, the FASB issued ASU 2016-09 which simplified several aspects of the accounting for employee share-based payment transactions. We decided to early adopt ASU 2016-09 and per its guidance recognized $49 thousand and $0.3 million of excess income tax benefits from stock-based compensation arrangements as a discrete item within income tax expense for the three and six months ended June 30, 2016, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8 – 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 related ownership. We lease our headquarters and certain other facilities from related parties. See Note 9, Commitments and Contingencies, for future minimum lease payments to be paid to these related parties. For the three and six months ended June 30, 2016 and 2015, 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 Six months ended 2016 2015 2016 2015 Sales $ 1,573 $ 1,571 $ 3,100 $ 2,737 Purchases 153 170 256 286 Rent 154 148 309 296 As of June 30, 2016 and December 31, 2015, we had related party balances of approximately $1.3 million and $1.8 million, respectively, included in accounts receivable on our Condensed Consolidated Balance Sheets. These balances represent trade accounts receivable arising during 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 $0.7 million and $1.0 million of these balances as of June 30, 2016 and December 31, 2015, respectively. On March 13, 2015, we entered into a share repurchase agreement with Installed Building Systems, Inc. (“IBS”), a related party, for the purchase of approximately 0.3 million shares of our common stock for a purchase price of approximately $6.1 million (or $19.23 per share, which represented a 7.5% discount to the last reported price of our common stock on March 13, 2015) plus minor costs we incurred with respect to the transaction of $43 thousand, totaling $6.1 million. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 – 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, Included in other current liabilities $ 1,675 $ 1,304 Included in other long-term liabilities 7,663 6,879 $ 9,338 $ 8,183 We also had insurance receivables included on the Condensed Consolidated Balance Sheets that, in aggregate, offset an equal liability included within the reserve amounts noted above. The amounts were as follows (in thousands): June 30, December 31, Insurance receivable and indemnification asset for claims under a fully insured policy $ 2,815 $ 2,815 Insurance receivable for claims that exceeded the stop loss limit 907 821 Total insurance receivables included in other non-current assets $ 3,722 $ 3,636 Leases We are obligated under capital leases covering vehicles and certain equipment. The vehicle and equipment leases generally have terms ranging from four to six years. Total gross assets relating to capital leases were approximately $64.9 million as of June 30, 2016 and December 31, 2015, and a total of approximately $21.7 million and $19.1 million were fully depreciated as of June 30, 2016 and December 31, 2015, respectively. The net book value of assets under capital leases was approximately $19.2 million and $22.1 million as of June 30, 2016 and December 31, 2015, respectively, net of accumulated depreciation of $45.7 million and $42.8 million as of June 30, 2016 and December 31, 2015, respectively. Amortization of assets held under capital leases is included within cost of sales on the Condensed Consolidated Statements of Operations. 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. In some instances, lease agreements exist with related parties. Future minimum lease payments under noncancellable operating leases (with initial or remaining lease terms in excess of one year) with related parties as of June 30, 2016 are as follows (amounts, in thousands, are as of the fiscal year ended): Remainder of 2016 $ 286 2017 366 2018 155 2019 — 2020 — Thereafter — Supply Contract Commitments As of June 30, 2016, we had two product supply contracts, one extending through December 31, 2016 and one extending through August 31, 2017. The contract extending through August 31, 2017 has been suspended through December 31, 2016. Our obligations for both contracts are based on quantity without a specific rate applied and therefore are not quantifiable. We expect our quantity of purchases to exceed the minimum quantity commitments for all years covered by the contracts. Actual purchases made under the contract extending through December 31, 2016 for the three months ended June 30, 2016 and 2015 were approximately $12.2 million and $13.1 million, respectively, and $26.4 million and $24.9 million for the six months ended June 30, 2016 and 2015, respectively. Other Commitments and Contingencies From time to time, various claims and litigation are asserted or commenced against us principally arising from contractual and tort 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. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | NOTE 10 – BUSINESS COMBINATIONS As part of our ongoing strategy to increase market share in certain markets, we completed four business combinations during the six months ended June 30, 2016 and three business combinations during the six months ended June 30, 2015. The goodwill recognized in conjunction with these business combinations is attributable to expected improvement in the business of these acquired companies. We estimate approximately $11.1 million of the goodwill resulting from the 2016 acquisitions is expected to be deductible for tax purposes. 2016 On January 25, 2016, we acquired substantially all of the assets of Key Green Builder Services, LLC d/b/a Key Insulation. The purchase price consisted of cash of $5.0 million and seller obligations of $0.7 million. Revenue and net loss since the date of acquisition included in our Condensed Consolidated Statements of Operations for the three months ended June 30, 2016 were $2.2 million and $0.1 million, respectively, and $4.3 million and $0.2 million, respectively, for the six months ended June 30, 2016. On February 2, 2016, we acquired substantially all of the assets of Marshall Insulation, LLC (“Marshall”). The purchase price consisted of cash of $0.9 million and seller obligations of $0.1 million. Revenue and net loss since the date of acquisition included in our Condensed Consolidated Statements of Operations for the three months ended June 30, 2016 were $0.9 million and $76 thousand, respectively, and $1.5 million and $0.2 million, respectively, for the six months ended June 30, 2016. On February 29, 2016, we acquired substantially all of the assets of Kern Door Company, Inc. (“Kern”). The purchase price consisted of cash of $2.9 million and seller obligations of $0.1 million. Revenue and net loss since the date of acquisition included in our Condensed Consolidated Statements of Operations for the three months ended June 30, 2016 were $0.7 million and $0.2 million, respectively, and $1.0 million and $0.1 million, respectively, for the six months ended June 30, 2016. On April 12, 2016, we acquired substantially all of the assets of Alpine Insulation Co., Inc. (“Alpine”). The purchase price consisted of cash of $21.2 million and seller obligations of $1.6 million. Revenue and net income since the date of acquisition included in our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2016 were $6.8 million and $0.4 million, respectively. 2015 On March 12, 2015, we acquired 100% of the stock and membership interests of nine different legal entities, collectively referred to as BDI Insulation (“BDI”). The purchase price consisted of cash of $30.7 million and seller obligations of $5.8 million. Revenue and net income since the date of acquisition included in our Condensed Consolidated Statements of Operations for the three months ended June 30, 2015 were $10.0 million and $1.1 million, respectively, and $12.1 million and $1.0 million, respectively, for the six months ended June 30, 2015. On April 6, 2015, we acquired 100% of the common stock of C.Q. Insulation Inc. (“CQ”). The purchase price consisted of cash of $5.2 million and seller obligations of $2.3 million. Revenue and net income since the date of acquisition included in our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2015 were $2.7 million and $0.2 million, respectively. On June 1, 2015, we acquired substantially all of the assets of Layman Brothers Contracting (“Layman”). The purchase price consisted of cash of $9.1 million and seller obligations of $0.6 million. Revenue and net income since the date of acquisition included in our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2015 were $1.2 million and $0.1 million, respectively. 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 June 30 and as may be adjusted during the valuation period since acquisition (in thousands): 2016 2015 Alpine Other Total BDI CQ Layman Total Estimated fair values: Cash $ — $ — $ — $ 661 $ 100 $ — $ 761 Accounts receivable 3,959 1,616 5,575 4,735 1,423 1,245 7,403 Inventories 700 311 1,011 980 152 267 1,399 Other current assets 18 8 26 368 39 — 407 Property and equipment 656 744 1,400 1,006 190 733 1,929 Intangibles 12,800 5,036 17,836 21,280 4,350 5,330 30,960 Goodwill 6,624 3,190 9,814 16,213 3,035 3,143 22,391 Other non-current assets — — — 3,736 — — 3,736 Accounts payable and other current liabilities (2,046 ) (1,238 ) (3,284 ) (3,303 ) (1,539 ) (1,030 ) (5,872 ) Deferred income tax liabilities — — — (5,495 ) — — (5,495 ) Other long-term liabilities — — — (3,736 ) (238 ) — (3,974 ) Fair value of assets acquired and purchase price 22,711 9,667 32,378 36,445 7,512 9,688 53,645 Less seller obligations 1,560 870 2,430 5,765 2,319 600 8,684 Cash paid $ 21,151 $ 8,797 $ 29,948 $ 30,680 $ 5,193 $ 9,088 $ 44,961 Further adjustments to the allocation for each acquisition still under its measurement period are expected as third-party or 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 3—Goodwill and Intangibles during the six months ended June 30, 2016 due to minor adjustments to goodwill for the allocation of certain acquisitions still under measurement as well as other immaterial intangible assets added during the ordinary course of business. In addition, goodwill and intangibles increased during the six months ended June 30, 2015 due to an immaterial tuck-in acquisition that does not appear in the above table. Included in other noncurrent assets in the above table as of June 30, 2016 and 2015 is an insurance receivable of $2.0 million and an indemnification asset associated with the acquisition of BDI in the amount of $1.7 million. These assets offset equal liabilities included in other long-term liabilities in the same table, which represent additional insurance reserves and an uncertain tax position liability for which we may be liable. All amounts are measured at their acquisition date fair value. Estimates of acquired intangible assets related to the acquisitions are as follows (dollars in thousands): 2016 2015 Acquired intangibles assets Estimated Weighted Estimated Weighted Customer relationships $ 10,667 9 $ 19,900 8 Trademarks and trade names 5,235 15 9,390 15 Non-competition agreements 1,934 5 1,670 5 Pro Forma Information The unaudited pro forma information for the combined results of the Company has been prepared as if the 2016 acquisitions had taken place on January 1, 2015 and the 2015 acquisitions had taken place on January 1, 2014. 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, 2015 and 2014, and the unaudited pro forma information does not purport to be indicative of future financial operating results. See Note 12, Business Combinations, to our audited financial statements in Item 8 of Part II of our 2015 Form 10-K for additional information on 2015 acquisitions included in the table below (in thousands, except per share data): Pro forma for the three Pro forma for the six 2016 2015 2016 2015 Net revenue $ 212,719 $ 185,622 $ 411,201 $ 347,873 Net income attributable to common stockholders $ 9,660 $ 7,688 $ 15,356 $ 9,115 Basic and diluted net income per share attributable to common stockholders $ 0.31 $ 0.25 $ 0.49 $ 0.29 Unaudited pro forma net income reflects additional intangible asset amortization expense of $1.4 million for the three months ended June 30, 2015, and $0.4 million and $3.4 million for the six months ended June 30, 2016 and 2015, respectively, that would have been recorded had the 2016 acquisitions taken place on January 1, 2015 and the 2015 acquisitions taken place on January 1, 2014. No additional intangible asset amortization expense is reflected in unaudited proforma net income for the three months ended June 30, 2016. In addition, unaudited pro forma net income attributable to common stockholders includes an income tax benefit of $0.2 million for the three and six months ended June 30, 2016 and an income tax expense of $0.7 million and $0.8 million for the three and six months ended June 30, 2015, respectively. Approximately $1.0 million in transaction costs incurred by a seller resulting from a business combination that occurred during the six months ended June 30, 2015 were included in earnings reported for the six months ended June 30, 2014 and, therefore, are not included in proforma net income reported in the table above. |
Income Per Common Share
Income Per Common Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Income Per Common Share | NOTE 11 – INCOME PER COMMON SHARE Basic net income per share is calculated by dividing net income attributable to common stockholders by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted net income per 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 share calculation when dilutive. Diluted income per share was as follows (in thousands, except share and per share data): For the three months ended For the six months ended 2016 2015 2016 2015 Net income attributable to common stockholders - basic and diluted $ 9,993 $ 6,507 $ 15,806 $ 7,749 Weighted average number of common shares outstanding 31,317,632 31,228,000 31,279,935 31,360,060 Dilutive effect of outstanding common stock awards after application of the Treasury Stock Method 29,435 21,050 59,084 11,156 Diluted shares outstanding 31,347,067 31,249,050 31,339,019 31,371,216 Basic income per share attributable to common stockholders $ 0.32 $ 0.21 $ 0.51 $ 0.25 Diluted income per share attributable to common stockholders $ 0.32 $ 0.21 $ 0.50 $ 0.25 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 – SUBSEQUENT EVENTS On July 25, 2016, we acquired substantially all of the assets of FireClass, L.L.C. (“FireClass”) for total consideration of approximately $2.3 million, subject to a working capital adjustment. The initial accounting for the business combination was not complete at the time the financial statements were issued due to the timing of the acquisition and the filing of this Quarterly Report on Form 10-Q. As a result, disclosures required under ASC 805-10-50, Business Combinations, cannot be made at this time. |
Significant Accounting Polici20
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include all of our wholly owned subsidiaries and majority owned subsidiaries. The non-controlling interest relating to majority owned subsidiaries is not significant for presentation. 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 condensed or 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 consolidated financial statements and the notes thereto included in Part II, Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “2015 Form 10-K”), as filed with the SEC on March 9, 2016. The December 31, 2015 condensed consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by U.S. GAAP. Our interim operating results for the three and six months ended June 30, 2016 are not necessarily indicative of the results to be expected in future operating quarters. See Item 1A. Risk Factors in our 2015 Form 10-K for additional information regarding risk factors that may impact our results. Note 2 to the consolidated financial statements in our 2015 Form 10-K describes the significant accounting policies and estimates used in preparation of the consolidated financial statements. There have been no changes to our significant accounting policies or estimates during the three or six months ended June 30, 2016. |
Use of Estimates | Use of Estimates Preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the allowance for doubtful accounts, valuation allowance on deferred tax assets, valuation of the reporting unit, intangible assets and other long-lived assets, share based compensation, reserves for general liability, and workers’ compensation and medical insurance. Management believes the accounting estimates are appropriate and reasonably determined; however, due to the inherent uncertainties in making these estimates, actual amounts could differ from such estimates. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising expense was approximately $0.8 million and $1.4 million for the three and six months ended June 30, 2016, respectively, and $0.6 million and $1.0 million for the three and six months ended June 30, 2015, respectively, and is included in selling expense on the Condensed Consolidated Statements of Operations. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” Under this ASU, we present debt issuance costs in the balance sheet as a reduction from the related debt liability rather than as an asset. Amortization of such costs will continue to be reported as interest expense. During the six months ended June 30, 2016, we retrospectively adopted ASU 2015-03, which resulted in a reclassification of $0.5 million of debt issuance costs related to our long-term debt from other non-current assets to long-term debt as of December 31, 2015. In April 2015, the FASB issued ASU 2015-05, “Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” This update provides criteria for customers in a cloud computing arrangement to determine whether the arrangement includes a license of software. We adopted this guidance effective January 1, 2016 and have determined this ASU did not have a material impact on our condensed consolidated financial statements. In August 2015, the FASB issued ASU 2015-15, “Imputation of Interest (Subtopic 835-30).” This ASU amends ASU 2015-03 regarding the presentation and subsequent measurement of debt issuance costs related to line of credit arrangements. Specifically, it provides guidance for deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line of credit arrangement, regardless of whether there are any outstanding borrowings on the line of credit arrangement. We adopted this guidance effective January 1, 2016 and have determined this ASU did not have a material impact on our condensed consolidated financial statements. After applying the new guidance, deferred debt issuance costs were $1.3 million and $0.6 million as of June 30, 2016 and December 31, 2015, respectively. In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805).” This ASU requires an acquirer to retrospectively adjust provisional amounts recognized in a business combination during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in this update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition, an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. For public business entities, this update is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. While previous adjustments to provisional amounts did not have a material impact on our financial statements, it is possible that future adjustments made during measurement periods to recently acquired entities or entities acquired in the future could have a material impact on our financial statements. In March 2016, the FASB issued ASU No. 2016-09, “Compensation-Stock Compensation (Topic 718).” This update amends the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. This ASU also clarifies the statement of cash flows presentation for certain components of share-based awards. As early adoption is permitted, we adopted this standard effective January 1, 2016 and have concluded that it did not have a material impact on our condensed consolidated financial statements. Under ASU 2016-09, we classify the excess income tax benefits from stock-based compensation arrangements as a discrete item within income tax expense, rather than recognizing such excess income tax benefits in additional paid-in capital. Excess income tax benefits from stock-based compensation arrangements are classified as an operating activity rather than as a financing activity. In addition, when we withhold shares from an employee’s vesting of common stock awards to fund payment by us of the employee’s taxes, the payment is classified as a financing activity. We have elected to continue to estimate the forfeitures expected to occur to determine the amount of compensation cost to be recognized in each period. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 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. In July 2015, the FASB voted to defer the application of the provisions of this standard for public companies until annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. We are still evaluating whether this ASU will have a material impact on our consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330).” This update requires an entity to measure inventory within the scope of the update at the lower of cost and net realizable value. For public business entities, this update is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. We are still evaluating whether this ASU will have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” This update amends 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. ASU 2016-02 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. For public business entities, this update is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted as of the standard’s issuance date. We are still evaluating whether this ASU will have a material impact on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-06, “Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments.” This ASU clarifies the requirement for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment under this amendment is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence. Consequently, when a call (put) option is contingently exercisable, an entity does not have to assess whether the event that triggers the ability to exercise a call (put) option is related to interest rates or credit risks. For public business entities, this update is effective for financial statements issued for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. We are still evaluating whether this ASU will have a material impact on our consolidated financial statements. In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” which provides supplemental adoption guidance and clarification to ASU 2014-09. ASU 2016-10 must be adopted concurrently with the adoption of ASU 2014-09. We are still evaluating whether the future adoption of these pronouncements will have a material impact on our condensed consolidated financial statements. In May 2016, the FASB issued ASU No. 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 pursuant to Staff announcements at the March 3, 2016 EITF Meeting” This ASU rescinds from the FASB Accounting Standards Codification certain SEC paragraphs as a result of two SEC Staff Announcements at the March 3, 2016 meeting. For public entities, the amendments related to Topic 605 are effective for interim and annual reporting periods beginning after December 15, 2017 and amendments related to Topic 815 are effective for interim and annual reporting periods beginning after December 15, 2015. We are still evaluating whether the portion of this ASU related to Topic 605 will have a material impact on our condensed consolidated financial statements but have concluded that the portion of this ASU related to Topic 815 is not applicable and, therefore, did not have a material impact on our condensed consolidated financial statements. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients.” The amendments in this ASU provide additional clarification and implementation guidance on the previously issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” This ASU provides clarification to Topic 606 on how to assess collectability, present sales tax, treat noncash consideration, and account for completed and modified contracts at the time of transition. The amendment also clarifies that an entity retrospectively applying the guidance in Topic 606 is not required to disclose the effect of the accounting change in the period of adoption. The effective date and transition requirements for these amendments are the same as the effective date and transition requirements of ASU 2014-09, which is effective for fiscal years, and for interim periods within those years, beginning after December 15, 2017. We are still evaluating whether this ASU will have a material impact on our condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU amends the accounting for credit losses on available-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. For public business entities, this update is effective for financial statements issued for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. We are still evaluating whether this ASU will have a material impact on our consolidated financial statements. |
Organization (Tables)
Organization (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Percentage of Net Revenue by End Market | The following table sets forth the percentage of our net revenue by end market for the three and six months ended June 30, 2016 and 2015: Three and six months ended June 30, 2016 2015 Residential new construction and repair and remodel 88 % 89 % Commercial new construction and repair and remodel 12 11 100 % 100 % |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Change in Carrying Amount of Goodwill | The change in carrying amount of goodwill was as follows (in thousands): Goodwill Accumulated Goodwill January 1, 2016 $ 160,516 $ (70,004 ) $ 90,512 Business Combinations 9,827 — 9,827 June 30, 2016 $ 170,343 $ (70,004 ) $ 100,339 |
Schedule of Gross Carrying Amount and Accumulated Amortization | The following table provides the gross carrying amount and accumulated amortization for each major class of intangibles (in thousands): As of June 30, 2016 As of December 31, 2015 Gross Net Gross Net Carrying Accumulated Book Carrying Accumulated Book Amount Amortization Value Amount Amortization Value Amortized intangibles: Customer relationships $ 73,066 $ 23,705 $ 49,361 $ 62,399 $ 20,231 $ 42,168 Covenants not-to-compete 7,763 1,568 6,195 5,729 847 4,882 Trademarks and tradenames 33,555 9,255 24,300 28,320 8,152 20,168 $ 114,384 $ 34,528 $ 79,856 $ 96,448 $ 29,230 $ 67,218 |
Schedule of Estimated Aggregate Annual Amortization | Remaining estimated aggregate annual amortization expense is as follows (amounts, in thousands, are for the fiscal year ended): Remainder of 2016 $ 5,531 2017 10,546 2018 10,304 2019 9,880 2020 9,273 Thereafter 34,322 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | Debt consisted of the following (in thousands): As of June 30, As of December 31, 2016 2015 Term loans, as amended, net of unamortized debt discount of $504 and $249, respectively $ 98,246 $ 47,876 Delayed draw term loans, as amended, net of unamortized debt discount of $57 and $261, respectively 12,443 49,739 Vehicle and equipment notes 29,760 21,091 Various notes payable, maturing through March 2025; payable in various monthly installments, including interest rates ranging from 4% to 6% 5,282 4,529 145,731 123,235 Less: current maturities (13,079 ) (10,021 ) Long-term debt, less current maturities $ 132,652 $ 113,214 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Postemployment Benefits [Abstract] | |
Summary of Workers' Compensation Known Claims and IBNR Reserves | Workers’ compensation known claims and IBNR reserves included on the Condensed Consolidated Balance Sheets were as follows (in thousands): June 30, December 31, Included in other current liabilities $ 4,210 $ 3,263 Included in other long-term liabilities 6,505 7,132 $ 10,715 $ 10,395 |
Schedule of Insurance Receivable for Claims | That receivable offsets an equal liability included within the reserve amounts noted above and was as follows (in thousands): June 30, December 31, Included in other non-current assets $ 1,259 $ 1,542 |
Summary of Nonvested Common Stock Awards and Changes During Period | Nonvested common stock awards for employees as of December 31, 2015 and changes during the six months ended June 30, 2016 were as follows: Common Weighted Nonvested common stock awards at December 31, 2015 129,053 $ 21.52 Granted 143,528 26.98 Vested (109,473 ) 21.48 Forfeited (459 ) 21.79 Nonvested common stock awards at June 30, 2016 162,649 $ 26.37 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | For the three and six months ended June 30, 2016 and 2015, 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 Six months ended 2016 2015 2016 2015 Sales $ 1,573 $ 1,571 $ 3,100 $ 2,737 Purchases 153 170 256 286 Rent 154 148 309 296 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Accrued General Insurance Reserves | Accrued general insurance reserves included on the Condensed Consolidated Balance Sheets were as follows (in thousands): June 30, December 31, Included in other current liabilities $ 1,675 $ 1,304 Included in other long-term liabilities 7,663 6,879 $ 9,338 $ 8,183 |
Schedule of Insurance Receivable for Claims | We also had insurance receivables included on the Condensed Consolidated Balance Sheets that, in aggregate, offset an equal liability included within the reserve amounts noted above. The amounts were as follows (in thousands): June 30, December 31, Insurance receivable and indemnification asset for claims under a fully insured policy $ 2,815 $ 2,815 Insurance receivable for claims that exceeded the stop loss limit 907 821 Total insurance receivables included in other non-current assets $ 3,722 $ 3,636 |
Future Minimum Lease Payments Under Noncancellable Operating Leases | Future minimum lease payments under noncancellable operating leases (with initial or remaining lease terms in excess of one year) with related parties as of June 30, 2016 are as follows (amounts, in thousands, are as of the fiscal year ended): Remainder of 2016 $ 286 2017 366 2018 155 2019 — 2020 — Thereafter — |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed | 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 June 30 and as may be adjusted during the valuation period since acquisition (in thousands): 2016 2015 Alpine Other Total BDI CQ Layman Total Estimated fair values: Cash $ — $ — $ — $ 661 $ 100 $ — $ 761 Accounts receivable 3,959 1,616 5,575 4,735 1,423 1,245 7,403 Inventories 700 311 1,011 980 152 267 1,399 Other current assets 18 8 26 368 39 — 407 Property and equipment 656 744 1,400 1,006 190 733 1,929 Intangibles 12,800 5,036 17,836 21,280 4,350 5,330 30,960 Goodwill 6,624 3,190 9,814 16,213 3,035 3,143 22,391 Other non-current assets — — — 3,736 — — 3,736 Accounts payable and other current liabilities (2,046 ) (1,238 ) (3,284 ) (3,303 ) (1,539 ) (1,030 ) (5,872 ) Deferred income tax liabilities — — — (5,495 ) — — (5,495 ) Other long-term liabilities — — — (3,736 ) (238 ) — (3,974 ) Fair value of assets acquired and purchase price 22,711 9,667 32,378 36,445 7,512 9,688 53,645 Less seller obligations 1,560 870 2,430 5,765 2,319 600 8,684 Cash paid $ 21,151 $ 8,797 $ 29,948 $ 30,680 $ 5,193 $ 9,088 $ 44,961 |
Estimates of Acquired Intangible Assets | Estimates of acquired intangible assets related to the acquisitions are as follows (dollars in thousands): 2016 2015 Acquired intangibles assets Estimated Weighted Estimated Weighted Customer relationships $ 10,667 9 $ 19,900 8 Trademarks and trade names 5,235 15 9,390 15 Non-competition agreements 1,934 5 1,670 5 |
Pro Forma Results of Operations | The unaudited pro forma information for the combined results of the Company has been prepared as if the 2016 acquisitions had taken place on January 1, 2015 and the 2015 acquisitions had taken place on January 1, 2014. 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, 2015 and 2014, and the unaudited pro forma information does not purport to be indicative of future financial operating results. See Note 12, Business Combinations, to our audited financial statements in Item 8 of Part II of our 2015 Form 10-K for additional information on 2015 acquisitions included in the table below (in thousands, except per share data): Pro forma for the three Pro forma for the six 2016 2015 2016 2015 Net revenue $ 212,719 $ 185,622 $ 411,201 $ 347,873 Net income attributable to common stockholders $ 9,660 $ 7,688 $ 15,356 $ 9,115 Basic and diluted net income per share attributable to common stockholders $ 0.31 $ 0.25 $ 0.49 $ 0.29 |
Income Per Common Share (Tables
Income Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Summary of Diluted Income Per Share | Diluted income per share was as follows (in thousands, except share and per share data): For the three months ended For the six months ended 2016 2015 2016 2015 Net income attributable to common stockholders - basic and diluted $ 9,993 $ 6,507 $ 15,806 $ 7,749 Weighted average number of common shares outstanding 31,317,632 31,228,000 31,279,935 31,360,060 Dilutive effect of outstanding common stock awards after application of the Treasury Stock Method 29,435 21,050 59,084 11,156 Diluted shares outstanding 31,347,067 31,249,050 31,339,019 31,371,216 Basic income per share attributable to common stockholders $ 0.32 $ 0.21 $ 0.51 $ 0.25 Diluted income per share attributable to common stockholders $ 0.32 $ 0.21 $ 0.50 $ 0.25 |
Organization - Additional Infor
Organization - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016LocationSegment | |
Basis Of Presentation And Organization [Line Items] | |
Number of operating segment | Segment | 1 |
UNITED STATES | |
Basis Of Presentation And Organization [Line Items] | |
Number of locations the company operates | Location | 100 |
Organization - Summary of Perce
Organization - Summary of Percentage of Net Revenue by End Market (Detail) - Customer Concentration Risk [Member] - Revenue [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Product Information [Line Items] | ||||
Net revenues percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Residential New Construction and Repair and Remodel [Member] | ||||
Product Information [Line Items] | ||||
Net revenues percentage | 88.00% | 89.00% | 88.00% | 89.00% |
Commercial New Construction and Repair and Remodel [Member] | ||||
Product Information [Line Items] | ||||
Net revenues percentage | 12.00% | 11.00% | 12.00% | 11.00% |
Significant Accounting Polici31
Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Accounting Policies and General Information [Line Items] | |||||
Advertising expenses | $ 0.8 | $ 0.6 | $ 1.4 | $ 1 | |
ASU 2015-03 [Member] | |||||
Accounting Policies and General Information [Line Items] | |||||
Debt issuance costs | 0.5 | ||||
Deferred debt issuance costs | $ 1.3 | $ 1.3 | $ 0.6 |
Goodwill and Intangibles - Summ
Goodwill and Intangibles - Summary of Change in Carrying Amount of Goodwill (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill (Gross), beginning balance | $ 160,516 |
Business Combinations | 9,827 |
Goodwill (Gross), ending balance | 170,343 |
Accumulated Impairment Losses, beginning balance | (70,004) |
Accumulated Impairment Losses, ending balance | (70,004) |
Goodwill (Net), beginning balance | 90,512 |
Business Combinations | 9,827 |
Goodwill (Net), ending balance | $ 100,339 |
Goodwill and Intangibles - Addi
Goodwill and Intangibles - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill impairment | $ 0 | $ 0 |
Increase in gross carrying amount of intangibles | $ 17,900,000 |
Goodwill and Intangibles - Sche
Goodwill and Intangibles - Schedule of Gross Carrying Amount, Accumulated Amortization and Net Book Value (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 114,384 | $ 96,448 |
Accumulated Amortization | 34,528 | 29,230 |
Net Book Value | 79,856 | 67,218 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 73,066 | 62,399 |
Accumulated Amortization | 23,705 | 20,231 |
Net Book Value | 49,361 | 42,168 |
Covenants Not-to-compete [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,763 | 5,729 |
Accumulated Amortization | 1,568 | 847 |
Net Book Value | 6,195 | 4,882 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 33,555 | 28,320 |
Accumulated Amortization | 9,255 | 8,152 |
Net Book Value | $ 24,300 | $ 20,168 |
Goodwill and Intangibles - Sc35
Goodwill and Intangibles - Schedule of Estimated Aggregate Annual Amortization (Detail) $ in Thousands | Jun. 30, 2016USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense Rolling Maturity Abstract | |
Remainder of 2016 | $ 5,531 |
2,017 | 10,546 |
2,018 | 10,304 |
2,019 | 9,880 |
2,020 | 9,273 |
Thereafter | $ 34,322 |
Long-term Debt - Schedule of Ma
Long-term Debt - Schedule of Maturities of Long-term Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Term loans | $ 98,246 | $ 47,876 |
Vehicle and equipment notes | 29,760 | 21,091 |
Various notes payable, maturing through March 2025; payable in various monthly installments, including interest rates ranging from 4% to 6% | 5,282 | 4,529 |
Total long term debt | 145,731 | 123,235 |
Total long term debt | 145,731 | 123,235 |
Less: current maturities | (13,079) | (10,021) |
Long-term debt, less current maturities | 132,652 | 113,214 |
Delayed Draw [Member] | ||
Debt Instrument [Line Items] | ||
Delayed draw term loans | $ 12,443 | $ 49,739 |
Long-term Debt - Schedule of 37
Long-term Debt - Schedule of Maturities of Long-term Debt (Parenthetical) (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Net unamortized debt discount | $ 504 | $ 249 |
Notes payable maturity date | March 2,025 | |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable Interest rate | 4.00% | |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable Interest rate | 6.00% | |
Delayed Draw [Member] | ||
Debt Instrument [Line Items] | ||
Net unamortized debt discount | $ 57 | $ 261 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Detail) - USD ($) | Feb. 29, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||
Assets relating to master loan agreements, Gross | $ 64,900,000 | $ 64,900,000 | |
Assets relating to master loan agreements, Accumulated depreciation | 45,700,000 | 42,800,000 | |
Capital leased assets, net book value | $ 19,200,000 | 22,100,000 | |
Master Loan Agreements [Member] | |||
Debt Instrument [Line Items] | |||
Payment Period, typical | 60 months | ||
Assets relating to master loan agreements, Gross | $ 36,400,000 | 25,400,000 | |
Assets relating to master loan agreements, Accumulated depreciation | 6,300,000 | 3,000,000 | |
Capital leased assets, net book value | 30,100,000 | $ 22,400,000 | |
Credit and Security Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 325,000,000 | ||
Issuance of letters of credit | $ 12,300,000 | ||
Principal amount of term loans or additional revolving credit commitments | $ 75,000,000 | ||
Credit facility, covenant terms | The Credit and Security Agreement contains covenants that require us to (1) maintain a fixed charge coverage ratio of not less than 1.10 to 1.0 and (2) maintain a leverage ratio of no greater than (a) 3.50 to 1.00 through December 30, 2016; (b) 3.25 to 1.00 on December 31, 2016 through June 29, 2017; (c) 3.00 to 1.00 on June 30, 2017 through December 30, 2017; (d) 2.75 to 1.00 on December 31, 2017 through June 29, 2018; and (e) 2.50 to 1.00 on June 30, 2018 and thereafter. | ||
Credit facility, interest rate description | The Credit and Security Agreement also contains various restrictive non-financial covenants and a provision that, upon an event of default (as defined by the Credit and Security Agreement), amounts outstanding under the Credit and Security Agreement would bear interest at the rate as determined above plus 2.0% per annum. | ||
Contingent interest rate increase | 2.00% | ||
Credit and Security Agreement [Member] | Senior Secured Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility term | 5 years | ||
Credit and Security Agreement [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit maximum borrowing capacity | $ 100,000,000 | ||
Issuance of letters of credit | $ 20,000,000 | ||
Line of credit outstanding | $ 0 | ||
Credit and Security Agreement [Member] | Revolving Credit Facility [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Commitment fee | 0.30% | ||
Credit and Security Agreement [Member] | Revolving Credit Facility [Member] | February 29, 2016 Through August 31, 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Commitment fee | 0.225% | ||
Credit and Security Agreement [Member] | Revolving Credit Facility [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Commitment fee | 0.20% | ||
Credit and Security Agreement [Member] | Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 100,000,000 | ||
Credit and Security Agreement [Member] | Term Loan [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Margin interest rate percentage | 2.25% | 1.95% | |
Interest rate terms | 1-month LIBOR | ||
Credit and Security Agreement [Member] | Delayed Draw Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 125,000,000 | ||
Ticking fee | 0.375% | ||
Maturity date | Feb. 28, 2017 | ||
Credit and Security Agreement [Member] | Delayed Draw Term Loan [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Margin interest rate percentage | 1.95% | ||
Interest rate terms | 1-month LIBOR | ||
Credit and Security Agreement [Member] | Swing Lines Loan [Member] | |||
Debt Instrument [Line Items] | |||
Issuance of letters of credit | $ 5,000,000 | ||
Credit and Security Agreement [Member] | Term Loan And Delayed Draw Term Loan [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Maturity date | Feb. 28, 2021 | ||
Credit and Security Agreement [Member] | Through December 30, 2016 [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Leverage Ratio, covenants requirements | 350.00% | ||
Credit and Security Agreement [Member] | December 31, 2016 Through June 29, 2017 [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Leverage Ratio, covenants requirements | 325.00% | ||
Credit and Security Agreement [Member] | June 30, 2017 Through December 30, 2017 [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Leverage Ratio, covenants requirements | 300.00% | ||
Credit and Security Agreement [Member] | December 31, 2017 Through June 29, 2018 [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Leverage Ratio, covenants requirements | 275.00% | ||
Credit and Security Agreement [Member] | June 30, 2018 and Thereafter [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Leverage Ratio, covenants requirements | 250.00% | ||
Credit and Security Agreement [Member] | Through the First Quarter Ending June 30, 2016 [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Fixed coverage ratio, covenants requirements | 110.00% |
Employee Benefits - Additional
Employee Benefits - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($)shares | Jun. 30, 2015USD ($)shares | Jun. 30, 2016USD ($)Installmentshares | Jun. 30, 2015USD ($)Installmentshares | Dec. 31, 2015USD ($) | |
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||||
Healthcare benefit expense, net of employee contributions | $ 3,500 | $ 3,100 | $ 7,700 | $ 5,800 | |
Accrued compensation | 18,826 | 18,826 | $ 14,488 | ||
Workers compensation expense | 2,800 | 2,000 | $ 5,800 | $ 4,100 | |
Common stock granted, shares | shares | 143,528 | ||||
Unrecognized compensation expense | 3,800 | $ 3,800 | |||
Common nonvested shares, compensation cost not yet recognized, period for recognition | 2 years 8 months 12 days | ||||
2014 Omnibus Incentive Plan [Member] | |||||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||||
Common stock granted, shares | shares | 100,000 | 100,000 | |||
Share based compensation expenses | 300 | $ 600 | $ 900 | $ 700 | |
Number of equal installments for vesting common stock | Installment | 3 | 3 | |||
Number of shares surrendered to satisfy tax withholding obligations | shares | 32,000 | ||||
Share based compensation, recognized tax benefits | $ 49 | $ 300 | |||
Common stock vested percentage | 100.00% | ||||
Common stock shares available for issuance | shares | 2,700,000 | 2,700,000 | |||
2014 Omnibus Incentive Plan [Member] | Directors [Member] | |||||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||||
Common stock granted, shares | shares | 9,000 | 13,000 | |||
Share based compensation expenses | $ 300 | $ 300 | $ 300 | $ 300 | |
Medical IBNR Included in Accrued Compensation [Member] | |||||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||||
Accrued compensation | $ 1,600 | $ 1,600 | $ 1,500 |
Employee Benefits - Summary of
Employee Benefits - Summary of Workers' Compensation Known Claims and IBNR Reserves (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Employee-related Liabilities [Abstract] | ||
Included in other current liabilities | $ 4,210 | $ 3,263 |
Included in other long-term liabilities | 6,505 | 7,132 |
Workers' Compensation Liability | $ 10,715 | $ 10,395 |
Employee Benefits - Schedule of
Employee Benefits - Schedule of Insurance Receivable for Claims (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Malpractice Insurance [Line Items] | ||
Included in other non-current assets | $ 3,722 | $ 3,636 |
Workers Compensation [Member] | ||
Malpractice Insurance [Line Items] | ||
Included in other non-current assets | $ 1,259 | $ 1,542 |
Employee Benefits - Summary o42
Employee Benefits - Summary of Nonvested Common Stock Awards and Changes During Period (Detail) | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Compensation and Retirement Disclosure [Abstract] | |
Nonvested common stock awards, Beginning balance | shares | 129,053 |
Granted | shares | 143,528 |
Vested | shares | (109,473) |
Forfeited | shares | (459) |
Nonvested common stock awards, Ending balance | shares | 162,649 |
Nonvested common stock awards, Beginning balance | $ / shares | $ 21.52 |
Granted | $ / shares | 26.98 |
Vested | $ / shares | 21.48 |
Forfeited | $ / shares | 21.79 |
Nonvested common stock awards, Ending balance | $ / shares | $ 26.37 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Income Taxes [Line Items] | ||
Effective tax rate from continuing operations | 33.20% | 33.80% |
Income tax benefit | $ 0 | |
ASU 2016-09 [Member] | ||
Income Taxes [Line Items] | ||
Excess income tax benefits recognized from stock-based compensation | $ 49,000 | $ 300,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Detail) - Affiliated Entity [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Related Party Transaction [Line Items] | ||||
Sales | $ 1,573 | $ 1,571 | $ 3,100 | $ 2,737 |
Purchases | 153 | 170 | 256 | 286 |
Rent | $ 154 | $ 148 | $ 309 | $ 296 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Mar. 13, 2015 | Jun. 30, 2015 | Jun. 30, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||||
Share repurchase, amount | $ 6,100 | |||
IBS [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common Stock Repurchase, Shares | 0.3 | |||
Share repurchase, amount | $ 6,100 | |||
Share repurchase, price per share | $ 19.23 | |||
Discount from last reported price of our common stock | 7.50% | |||
Share repurchase transaction cost | $ 43 | |||
Affiliated Entity [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts receivable, related parties | $ 1,300 | $ 1,800 | ||
M/I Homes Inc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts receivable, related parties | $ 700 | $ 1,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Accrued General Insurance Reserves (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Included in other current liabilities | $ 1,675 | $ 1,304 |
Included in other long-term liabilities | 7,663 | 6,879 |
Total | $ 9,338 | $ 8,183 |
Commitments and Contingencies47
Commitments and Contingencies - Schedule of Insurance Receivable for Claims (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Commitments and Contingencies Disclosure [Abstract] | ||
Insurance receivable and indemnification asset for claims under a fully insured policy | $ 2,815 | $ 2,815 |
Insurance receivable for claims that exceeded the stop loss limit | 907 | 821 |
Total insurance receivables included in other non-current assets | $ 3,722 | $ 3,636 |
Commitments and Contingencies48
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)Contracts | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Commitments And Contingencies Disclosure [Line Items] | |||||
Capital lease assets | $ 64.9 | $ 64.9 | $ 64.9 | ||
Assets fully depreciated | 21.7 | 19.1 | |||
Capital leased assets, net book value | 19.2 | 19.2 | 22.1 | ||
Accumulated depreciation | 45.7 | 45.7 | $ 42.8 | ||
Actual purchases made under contract | $ 12.2 | $ 13.1 | $ 26.4 | $ 24.9 | |
Contract One [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Extended term of contract | Dec. 31, 2016 | ||||
Contract Two [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Extended term of contract | Aug. 31, 2017 | ||||
Number of product supply contracts | Contracts | 2 | ||||
Minimum [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Estimated life of capital lease | 4 years | ||||
Noncancellable operating leases, renewal period | 1 year | ||||
Maximum [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Estimated life of capital lease | 6 years | ||||
Noncancellable operating leases, renewal period | 5 years |
Commitments and Contingencies49
Commitments and Contingencies - Future Minimum Lease Payments Under Noncancellable Operating Leases (Detail) $ in Thousands | Jun. 30, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2016 | $ 286 |
2,017 | 366 |
2,018 | 155 |
2,019 | 0 |
2,020 | 0 |
Thereafter | $ 0 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) $ in Thousands | Apr. 12, 2016USD ($) | Feb. 29, 2016USD ($) | Feb. 02, 2016USD ($) | Jan. 25, 2016USD ($) | Jun. 01, 2015USD ($) | Apr. 06, 2015USD ($) | Mar. 12, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)Business | Jun. 30, 2015USD ($)Business |
Business Acquisition [Line Items] | |||||||||||
Business combinations | Business | 4 | 3 | |||||||||
Goodwill acquired expected to be deductible for tax purposes | $ 11,100 | $ 11,100 | |||||||||
Purchase price paid in cash | 29,948 | $ 43,989 | |||||||||
Seller obligations in connection with acquisition of businesses | 2,430 | 8,392 | |||||||||
Revenue | 211,913 | $ 159,693 | 403,611 | 289,641 | |||||||
Net income (loss) | 15,806 | 7,749 | |||||||||
Amortization expense of intangible assets | 2,810 | 1,485 | 5,289 | 2,274 | |||||||
Income tax expense (benefit) | 4,960 | 3,720 | 8,069 | 4,743 | |||||||
Key Insulation [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price paid in cash | $ 5,000 | ||||||||||
Seller obligations in connection with acquisition of businesses | $ 700 | ||||||||||
Revenue | 2,200 | 4,300 | |||||||||
Net income (loss) | (100) | (200) | |||||||||
Marshall Insulation LLC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price paid in cash | $ 900 | ||||||||||
Seller obligations in connection with acquisition of businesses | $ 100 | ||||||||||
Revenue | 900 | 1,500 | |||||||||
Net income (loss) | (76) | (200) | |||||||||
Kern Door Company [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price paid in cash | $ 2,900 | ||||||||||
Seller obligations in connection with acquisition of businesses | $ 100 | ||||||||||
Revenue | 700 | 1,000 | |||||||||
Net income (loss) | (200) | (100) | |||||||||
BDI Insulation [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price paid in cash | $ 30,700 | ||||||||||
Seller obligations in connection with acquisition of businesses | $ 5,800 | 5,765 | |||||||||
Revenue | 10,000 | 12,100 | |||||||||
Net income (loss) | 1,100 | 1,000 | |||||||||
Ownership percentage acquired | 100.00% | ||||||||||
Insurance receivable for claims under a fully insured policy | 2,000 | 2,000 | 2,000 | 2,000 | |||||||
Indemnification asset associated with the acquisition | 1,700 | 1,700 | 1,700 | 1,700 | |||||||
Combined Business Acquisitions [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Seller obligations in connection with acquisition of businesses | 2,430 | 8,684 | |||||||||
Amortization expense of intangible assets | 0 | 1,400 | 400 | 3,400 | |||||||
Income tax expense (benefit) | (200) | 700 | (200) | 800 | |||||||
Transaction costs | 1,000 | 1,000 | |||||||||
Alpine [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price paid in cash | $ 21,200 | ||||||||||
Seller obligations in connection with acquisition of businesses | $ 1,600 | 1,560 | |||||||||
Revenue | 6,800 | 6,800 | |||||||||
Net income (loss) | $ 400 | $ 400 | |||||||||
CQ Insulation [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price paid in cash | $ 5,200 | ||||||||||
Seller obligations in connection with acquisition of businesses | $ 2,300 | 2,319 | |||||||||
Revenue | 2,700 | 2,700 | |||||||||
Net income (loss) | 200 | 200 | |||||||||
Ownership percentage acquired | 100.00% | ||||||||||
Layman Brothers Contracting [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price paid in cash | $ 9,100 | ||||||||||
Seller obligations in connection with acquisition of businesses | $ 600 | 600 | |||||||||
Revenue | 1,200 | 1,200 | |||||||||
Net income (loss) | $ 100 | $ 100 |
Business Combinations - Summary
Business Combinations - Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Apr. 12, 2016 | Jun. 01, 2015 | Apr. 06, 2015 | Mar. 12, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 100,339 | $ 90,512 | |||||
Less seller obligations | 2,430 | $ 8,392 | |||||
Alpine [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Accounts receivable | 3,959 | ||||||
Inventories | 700 | ||||||
Other current assets | 18 | ||||||
Property and equipment | 656 | ||||||
Intangibles | 12,800 | ||||||
Goodwill | 6,624 | ||||||
Accounts payable and other current liabilities | (2,046) | ||||||
Fair value of assets acquired and purchase price | 22,711 | ||||||
Fair value of assets acquired and purchase price | 22,711 | ||||||
Less seller obligations | $ 1,600 | 1,560 | |||||
Cash paid | 21,151 | ||||||
Other Acquisition [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Accounts receivable | 1,616 | ||||||
Inventories | 311 | ||||||
Other current assets | 8 | ||||||
Property and equipment | 744 | ||||||
Intangibles | 5,036 | ||||||
Goodwill | 3,190 | ||||||
Accounts payable and other current liabilities | (1,238) | ||||||
Fair value of assets acquired and purchase price | 9,667 | ||||||
Fair value of assets acquired and purchase price | 9,667 | ||||||
Less seller obligations | 870 | ||||||
Cash paid | 8,797 | ||||||
Combined Business Acquisitions [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash | 761 | ||||||
Accounts receivable | 5,575 | 7,403 | |||||
Inventories | 1,011 | 1,399 | |||||
Other current assets | 26 | 407 | |||||
Property and equipment | 1,400 | 1,929 | |||||
Intangibles | 17,836 | 30,960 | |||||
Goodwill | 9,814 | 22,391 | |||||
Other non-current assets | 3,736 | ||||||
Accounts payable and other current liabilities | (3,284) | (5,872) | |||||
Deferred income tax liabilities | (5,495) | ||||||
Other long-term liabilities | (3,974) | ||||||
Fair value of assets acquired and purchase price | 32,378 | 53,645 | |||||
Fair value of assets acquired and purchase price | 32,378 | 53,645 | |||||
Less seller obligations | 2,430 | 8,684 | |||||
Cash paid | $ 29,948 | 44,961 | |||||
BDI Insulation [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash | 661 | ||||||
Accounts receivable | 4,735 | ||||||
Inventories | 980 | ||||||
Other current assets | 368 | ||||||
Property and equipment | 1,006 | ||||||
Intangibles | 21,280 | ||||||
Goodwill | 16,213 | ||||||
Other non-current assets | 3,736 | ||||||
Accounts payable and other current liabilities | (3,303) | ||||||
Deferred income tax liabilities | (5,495) | ||||||
Other long-term liabilities | (3,736) | ||||||
Fair value of assets acquired and purchase price | 36,445 | ||||||
Fair value of assets acquired and purchase price | 36,445 | ||||||
Less seller obligations | $ 5,800 | 5,765 | |||||
Cash paid | 30,680 | ||||||
CQ Insulation [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash | 100 | ||||||
Accounts receivable | 1,423 | ||||||
Inventories | 152 | ||||||
Other current assets | 39 | ||||||
Property and equipment | 190 | ||||||
Intangibles | 4,350 | ||||||
Goodwill | 3,035 | ||||||
Accounts payable and other current liabilities | (1,539) | ||||||
Other long-term liabilities | (238) | ||||||
Fair value of assets acquired and purchase price | 7,512 | ||||||
Fair value of assets acquired and purchase price | 7,512 | ||||||
Less seller obligations | $ 2,300 | 2,319 | |||||
Cash paid | 5,193 | ||||||
Layman Brothers Contracting [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Accounts receivable | 1,245 | ||||||
Inventories | 267 | ||||||
Property and equipment | 733 | ||||||
Intangibles | 5,330 | ||||||
Goodwill | 3,143 | ||||||
Accounts payable and other current liabilities | (1,030) | ||||||
Fair value of assets acquired and purchase price | 9,688 | ||||||
Fair value of assets acquired and purchase price | 9,688 | ||||||
Less seller obligations | $ 600 | 600 | |||||
Cash paid | $ 9,088 |
Business Combinations - Estimat
Business Combinations - Estimates of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Customer Relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 10,667 | $ 19,900 |
Weighted Average Estimated Useful Life (yrs) | 9 years | 8 years |
Trademarks and Trade Names [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 5,235 | $ 9,390 |
Weighted Average Estimated Useful Life (yrs) | 15 years | 15 years |
Covenants Not-to-compete [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 1,934 | $ 1,670 |
Weighted Average Estimated Useful Life (yrs) | 5 years | 5 years |
Business Combinations - Pro For
Business Combinations - Pro Forma Results of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Business Combination Increase Decrease To Reflect Liabilities Acquired At Fair Value [Abstract] | ||||
Net revenue | $ 212,719 | $ 185,622 | $ 411,201 | $ 347,873 |
Net income attributable to common stockholders | $ 9,660 | $ 7,688 | $ 15,356 | $ 9,115 |
Basic and diluted net income per share attributable to common stockholders | $ 0.31 | $ 0.25 | $ 0.49 | $ 0.29 |
Income Per Common Share - Summa
Income Per Common Share - Summary of Diluted Income Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Net income attributable to common stockholders - basic and diluted | $ 9,993 | $ 6,507 | $ 15,806 | $ 7,749 |
Weighted average number of common shares outstanding | 31,317,632 | 31,228,000 | 31,279,935 | 31,360,060 |
Dilutive effect of outstanding common stock awards after application of the Treasury Stock Method | 29,435 | 21,050 | 59,084 | 11,156 |
Diluted shares outstanding | 31,347,067 | 31,249,050 | 31,339,019 | 31,371,216 |
Basic income per share attributable to common stockholders | $ 0.32 | $ 0.21 | $ 0.51 | $ 0.25 |
Diluted income per share attributable to common stockholders | $ 0.32 | $ 0.21 | $ 0.50 | $ 0.25 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ in Millions | Jul. 25, 2016USD ($) |
Subsequent Event [Member] | FireClass, L.L.C. [Member] | |
Subsequent Event [Line Items] | |
Consideration transferred for acquisition | $ 2.3 |