Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 02, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
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 | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 31,857,297 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash | $ 24,607 | $ 14,482 |
Accounts receivable (less allowance for doubtful accounts of $4,512 and $3,397 at March 31, 2017 and December 31, 2016, respectively) | 161,936 | 128,466 |
Inventories | 43,661 | 40,229 |
Other current assets | 15,868 | 9,214 |
Total current assets | 246,072 | 192,391 |
Property and equipment, net | 71,530 | 67,788 |
Non-current assets | ||
Goodwill | 144,244 | 107,086 |
Intangibles, net | 139,197 | 86,317 |
Other non-current assets | 8,955 | 8,513 |
Total non-current assets | 292,396 | 201,916 |
Total assets | 609,998 | 462,095 |
Current liabilities | ||
Current maturities of long-term debt | 27,350 | 17,192 |
Current maturities of capital lease obligations | 6,484 | 6,929 |
Accounts payable | 76,223 | 67,921 |
Accrued compensation | 17,879 | 18,212 |
Other current liabilities | 26,866 | 19,851 |
Total current liabilities | 154,802 | 130,105 |
Long-term debt | 236,827 | 134,235 |
Capital lease obligations, less current maturities | 7,671 | 8,364 |
Deferred income taxes | 14,007 | 14,239 |
Other long-term liabilities | 25,065 | 21,175 |
Total liabilities | 438,372 | 308,118 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity | ||
Preferred Stock; $0.01 par value: 5,000,000 authorized and 0 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively | ||
Common Stock; $0.01 par value: 100,000,000 authorized, 32,417,753 and 32,135,176 issued and 31,765,959 and 31,484,774 shares outstanding at March 31, 2017 and December 31, 2016, respectively | 324 | 321 |
Additional paid in capital | 169,917 | 158,581 |
Retained earnings | 13,658 | 7,294 |
Treasury Stock; at cost: 651,794 and 650,402 shares at March 31, 2017 and December 31, 2016, respectively | (12,273) | (12,219) |
Total stockholders' equity | 171,626 | 153,977 |
Total liabilities and stockholders' equity | $ 609,998 | $ 462,095 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 4,512 | $ 3,397 |
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 | 32,417,753 | 32,135,176 |
Common stock, shares outstanding | 31,765,959 | 31,484,774 |
Treasury Stock | 651,794 | 650,402 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Net revenue | $ 255,669 | $ 191,698 |
Cost of sales | 183,497 | 137,107 |
Gross profit | 72,172 | 54,591 |
Operating expenses | ||
Selling | 14,026 | 11,251 |
Administrative | 39,261 | 30,283 |
Amortization | 6,416 | 2,479 |
Operating income | 12,469 | 10,578 |
Other expense | ||
Interest expense | 2,170 | 1,553 |
Other | 152 | 104 |
Income before income taxes | 10,147 | 8,921 |
Income tax provision | 3,783 | 3,108 |
Net income | $ 6,364 | $ 5,813 |
Basic and diluted net income per share | $ 0.20 | $ 0.19 |
Weighted average shares outstanding: | ||
Basic | 31,590,478 | 31,242,237 |
Diluted | 31,687,056 | 31,330,971 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Stockholders' (Deficit) Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit / Retained Earnings [Member] | Treasury Stock [Member] |
BALANCE at Dec. 31, 2015 | $ 114,483 | $ 320 | $ 156,688 | $ (31,142) | $ (11,383) |
BALANCE, Shares at Dec. 31, 2015 | 31,982,888 | ||||
BALANCE, Treasury Shares at Dec. 31, 2015 | (616,560) | ||||
Net income | 5,813 | 5,813 | |||
Surrender of Common Stock Awards by Employees, Value | (836) | $ (836) | |||
Surrender of Common Stock Awards by Employees, Shares | (32,367) | ||||
Share-Based Compensation Expense | 536 | 536 | |||
BALANCE at Mar. 31, 2016 | 119,996 | $ 320 | 157,224 | (25,329) | $ (12,219) |
BALANCE, Shares at Mar. 31, 2016 | 31,982,888 | ||||
BALANCE, Treasury Shares at Mar. 31, 2016 | (648,927) | ||||
BALANCE at Dec. 31, 2016 | $ 153,977 | $ 321 | 158,581 | 7,294 | $ (12,219) |
BALANCE, Shares at Dec. 31, 2016 | 32,135,176 | 32,135,176 | |||
BALANCE, Treasury Shares at Dec. 31, 2016 | (650,402) | (650,402) | |||
Net income | $ 6,364 | 6,364 | |||
Issuance of Common Stock for Acquisition, Value | 10,859 | $ 3 | 10,856 | ||
Issuance of Common Stock for Acquisition, Shares | 282,577 | ||||
Surrender of Common Stock Awards by Employees, Value | (54) | $ (54) | |||
Surrender of Common Stock Awards by Employees, Shares | (1,392) | ||||
Share-Based Compensation Expense | 480 | 480 | |||
BALANCE at Mar. 31, 2017 | $ 171,626 | $ 324 | $ 169,917 | $ 13,658 | $ (12,273) |
BALANCE, Shares at Mar. 31, 2017 | 32,417,753 | 32,417,753 | |||
BALANCE, Treasury Shares at Mar. 31, 2017 | (651,794) | (651,794) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities | ||
Net income | $ 6,364 | $ 5,813 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization of property and equipment | 6,552 | 5,443 |
Amortization of intangibles | 6,416 | 2,479 |
Amortization of deferred financing costs and debt discount | 102 | 77 |
Provision for doubtful accounts | 1,231 | 521 |
Write-off of debt issuance costs | 286 | |
Gain on sale of property and equipment | (107) | (79) |
Noncash stock compensation | 480 | 536 |
Deferred income taxes | 708 | |
Changes in assets and liabilities, excluding effects of acquisitions | ||
Accounts receivable | (3,200) | (3,045) |
Inventories | (894) | (1,364) |
Other assets | (722) | 1,619 |
Accounts payable | (1,781) | 3,557 |
Income taxes payable/receivable | 3,106 | 284 |
Other liabilities | (1,873) | 2,992 |
Net cash provided by operating activities | 15,674 | 19,827 |
Cash flows from investing activities | ||
Purchases of property and equipment | (7,776) | (6,503) |
Acquisitions of businesses, net of cash acquired of $247 and $0, respectively | (106,873) | (8,797) |
Proceeds from sale of property and equipment | 203 | 190 |
Other | (550) | |
Net cash used in investing activities | (114,996) | (15,110) |
Cash flows from financing activities | ||
Proceeds from term loan under credit agreement applicable to respective period (Note 4) | 100,000 | |
Payments on term loan under credit agreement applicable to respective period (Note 4) | (1,250) | (48,125) |
Proceeds from delayed draw term loan under credit agreement applicable to respective period (Note 4) | 112,500 | |
Payments on delayed draw term loan under credit agreement applicable to respective period (Note 4) | (50,000) | |
Proceeds from vehicle and equipment notes payable | 4,331 | 4,933 |
Debt issuance costs | (833) | (1,228) |
Principal payments on long term debt | (2,117) | (1,119) |
Principal payments on capital lease obligations | (1,882) | (2,348) |
Acquisition-related obligations | (1,248) | (1,112) |
Surrender of common stock awards by employees | (54) | (836) |
Net cash provided by financing activities | 109,447 | 165 |
Net change in cash | 10,125 | 4,882 |
Cash at beginning of period | 14,482 | 6,818 |
Cash at end of period | 24,607 | 11,700 |
Supplemental disclosures of cash flow information Net cash paid during the period for: | ||
Interest | 2,044 | 1,155 |
Income taxes, net of refunds | 650 | 2,398 |
Supplemental disclosure of noncash investing and financing activities | ||
Common stock issued for acquisition of business | 10,859 | |
Vehicles capitalized under capital leases and related lease obligations | 816 | 1,247 |
Seller obligations in connection with acquisition of businesses | 2,503 | 1,052 |
Unpaid purchases of property and equipment included in accounts payable | $ 609 | $ 0 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Cash Flows [Abstract] | ||
Cash acquired, Net | $ 247 | $ 0 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2017 | |
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 wholly-owned subsidiaries and majority-owned subsidiary (collectively referred to as the “Company” and “we”, “us” and “our”), primarily install insulation, waterproofing, fire-stopping, fireproofing, garage doors, rain gutters, shower doors, closet shelving and mirrors and other products for residential and commercial builders located in the continental United States. The Company operates in over 100 locations 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 both the residential and commercial new construction and repair and remodel end markets. Commercial sales have increased primarily due to the acquisition of Trilok Industries, Inc., Alpha Insulation & Waterproofing, Inc. and Alpha Insulation & Waterproofing Company (“Alpha”). See Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for more information. The following table sets forth the percentage of our net revenue by end market: Three months ended March 31, 2017 2016 Residential 82 % 89 % Commercial 18 11 100 % 100 % |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
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 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 10-K”), Our interim operating results for the three months ended March 31, 2017 are not necessarily indicative of the results to be expected in future operating quarters. See Item 1A. Risk Factors in our 2016 Form 10-K Note 2 to the consolidated financial statements in our 2016 Form 10-K Revenue and Cost Recognition Revenue from the sale and installation of products is recognized when all of the following have occurred: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the price is fixed or determinable; and (iv) the ability to collect is reasonably assured. We recognize revenue using either the completed contract method or the percentage-of-completion percentage-of-completion percentage-of-completion Accounts Receivable We account for trade receivables based on amounts billed to customers. Past due receivables are determined based on contractual terms. We do not accrue interest on any of our trade receivables. Retainage receivables represent the amount retained by our customers to ensure the quality of the installation and is received after satisfactory completion of each installation project. Management regularly reviews aging of retainage receivables and changes in payment trends and records an allowance when collection of amounts due are considered at risk. Amounts retained by project owners under construction contracts and included in accounts receivable were $21.1 million and $18.3 million as of March 31, 2017 and December 31, 2016, respectively. Share-Based Compensation Our share-based compensation program is designed to attract and retain employees while also aligning employees’ interests with the interests of our stockholders. Restricted stock awards are periodically granted to certain employees, officers and non-employee non-performance-based 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 revenue, costs and reserves established under the percentage-of-completion Advertising Costs Advertising costs are generally expensed as incurred. Advertising expense was approximately $0.8 million and $0.7 million for the three months ended March 31, 2017 and 2016, respectively, and is included in selling expense on the Condensed Consolidated Statements of Operations. Recently Adopted Accounting Pronouncements In July 2015, the Federal Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2015-11, In March 2016, the FASB issued ASU 2016-06, In January 2017, the FASB issued ASU 2017-03, 2014-09, 2016-02, 2016-13) statements, then in addition to making a statement to that effect, that registrant should consider additional qualitative financial statement disclosures to assist the reader in assessing the significance of the impact that the standard will have on the financial statements of the registrant when adopted. We have included such disclosures for ASU 2014-09 2016-02 2016-13 Recently Issued Accounting Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, 2014-09 In February 2016, the FASB issued ASU 2016-02, 2016-02 In April 2016, the FASB issued ASU No. 2016-10, 2014-09. 2016-10 2014-09. In May 2016, the FASB issued ASU No. 2016-11, 2014-09 2014-16 In May 2016, the FASB issued ASU 2016-12, 2014-09. 2014-09, In June 2016, the FASB issued ASU 2016-13, available-for-sale In August 2016, the FASB issued ASU 2016-15, In October 2016, the FASB issued ASU 2016-16, In December 2016, the FASB issued ASU 2016-20, 2014-09 In January 2017, the FASB issued ASU 2017-01, In January 2017, the FASB issued ASU 2017-04, one-step |
Goodwill and Intangibles
Goodwill and Intangibles | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 $ 177,090 $ (70,004 ) $ 107,086 Business Combinations 36,948 — 36,948 Other 210 — 210 March 31, 2017 $ 214,248 $ (70,004 ) $ 144,244 Other changes included in the above table include minor adjustments for the allocation of certain acquisitions still under measurement and an immaterial acquisition completed during the three months ended March 31, 2017. 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 three month periods ended March 31, 2017 and 2016. Intangibles, net The following table provides the gross carrying amount and accumulated amortization for each major class of intangibles (in thousands): As of March 31, 2017 As of December 31, 2016 Gross Accumulated Net Gross Accumulated Net Amortized intangibles: Customer relationships $ 108,983 $ 29,659 $ 79,324 $ 80,909 $ 27,533 $ 53,376 Covenants not-to-compete 10,238 3,003 7,235 8,602 2,466 6,136 Trademarks and tradenames 52,698 11,227 41,471 37,303 10,498 26,805 Backlog 13,400 2,233 11,167 — — — $ 185,319 $ 46,122 $ 139,197 $ 126,814 $ 40,497 $ 86,317 The gross carrying amount of intangibles increased approximately $58.5 million during the three months ended March 31, 2017 primarily due to business combinations. See Note 11, 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 2017 $ 19,437 2018 21,140 2019 16,168 2020 15,568 2021 14,550 Thereafter 52,334 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | NOTE 4 – LONG-TERM DEBT Debt consisted of the following (in thousands): As of March 31, As of December 31, 2017 2016 Term loans, in effect, net of unamortized debt issuance costs of $399 and $447, respectively $ 94,601 $ 95,803 Delayed draw term loans, in effect, net of unamortized debt issuance costs of $499 and $50, respectively 124,501 12,450 Vehicle and equipment notes, maturing March 2022; payable in various monthly installments, including interest rates ranging from 2% to 4% 40,311 38,186 Various notes payable, maturing through March 2025; payable in various installments, including interest rates ranging from 4% to 6% 4,764 4,988 264,177 151,427 Less: current maturities (27,350 ) (17,192 ) Long-term debt, less current maturities $ 236,827 $ 134,235 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 provided 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 was available to us for the issuance of letters of credit and up to an aggregate of $5.0 million was available to us for swing line loans. The Credit and Security Agreement also included an accordion feature which allowed 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 March 31, 2017, there were approximately $17.9 million in letters of credit issued and no borrowings outstanding under the Revolving LOC. All of the obligations under the Credit and Security Agreement were guaranteed by our material domestic subsidiaries, other than Suburban Insulations, Inc. Loans under the Credit and Security Agreement bore 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, 2016, the outstanding balances on the Term Loan and DDTL bore interest at 1-month 1-month The Credit and Security Agreement contained covenants that required us to (1) maintain a fixed charge coverage ratio of not less than 1.10 to 1.00 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 contained various restrictive non-financial On April 13, 2017 we entered into a term loan agreement for $300 million and an asset-based lending credit agreement for $100 million with up to $50 million for letters of credit (the “Senior Secured Credit Facilities”) with a bank group. We used a portion of the funds from the Senior Secured Credit Facilities to pay off the outstanding balances under our Credit and Security Agreement. See Note 13, Subsequent Events for further information. 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 $50.0 million and $48.7 million as of March 31, 2017 and December 31, 2016, respectively, none of which were fully depreciated as of March 31, 2017 or December 31, 2016, respectively. The net book value of assets under these agreements was $36.7 million and $38.0 million as of March 31, 2017 and December 31, 2016, respectively. Depreciation of assets held under these agreements is included within cost of sales on the Condensed Consolidated Statements of Operations. |
Costs and Estimated Earnings on
Costs and Estimated Earnings on Uncompleted Contracts | 3 Months Ended |
Mar. 31, 2017 | |
Contractors [Abstract] | |
Costs and Estimated Earnings on Uncompleted Contracts | NOTE 5 – COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS Uncompleted contracts were as follows (in thousands): March 31, 2017 Costs incurred on uncompleted contracts $ 60,187 Estimated earnings 35,118 Total 95,305 Less: Billings to date 92,631 Net under (over) billings $ 2,674 Net under (over) billings were as follows (in thousands): March 31, 2017 Costs and estimated earnings in excess of billings on uncompleted contracts $ 6,375 Billings in excess of costs and estimated earnings on uncompleted contracts (3,701 ) Net under (over) billings $ 2,674 The asset, costs and estimated earnings in excess of billings on uncompleted contracts, represents revenues recognized in excess of amounts billed and is included in other current assets in our Condensed Consolidated Balance Sheets. The liability, billings in excess of costs and estimated earnings on uncompleted contracts, represents billings in excess of revenues recognized and is included in other current liabilities in our Condensed Consolidated Balance Sheets. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 6 – 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. 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 March 31, 2017 and December 31, 2016 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 March 31, 2017 and December 31, 2016 due to the short term maturities of the underlying variable rate LIBOR agreements. The carrying amounts of the obligations associated with our capital leases and vehicle and equipment notes approximate fair value as of March 31, 2017 and December 31, 2016 because we have incurred the obligations within recent fiscal years when the interest rate markets have been low and stable. All debt classifications represent Level 2 fair value measurements. |
Employee Benefits
Employee Benefits | 3 Months Ended |
Mar. 31, 2017 | |
Postemployment Benefits [Abstract] | |
Employee Benefits | NOTE 7 – EMPLOYEE BENEFITS Healthcare Our healthcare benefit expense (net of employee contributions) for all plans was approximately $4.0 million and $4.3 million for the three months ended March 31, 2017 and 2016, 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 $1.8 million and $1.7 million as of March 31, 2017 and December 31, 2016, respectively. Workers’ Compensation Workers’ compensation expense totaled $4.1 million and $3.0 million for the three months ended March 31, 2017 and 2016, respectively. Workers’ compensation known claims and IBNR reserves included on the Condensed Consolidated Balance Sheets were as follows (in thousands): March 31, December 31, 2017 2016 Included in other current liabilities $ 4,122 $ 4,595 Included in other long-term liabilities 9,035 7,052 $ 13,157 $ 11,647 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): March 31, December 31, 2017 2016 Included in other non-current $ 1,231 $ 1,249 Share-Based Compensation Directors We periodically grant shares of restricted stock to members of our Board of Directors. Accordingly, we record compensation expense within administrative expenses on the Condensed Consolidated Statements of Operations at the time of the grant. No shares were granted to our directors during the three months ended March 31, 2017 or 2016. Employees During the three months ended March 31, 2017, our employees surrendered approximately one thousand shares of our common stock to satisfy tax withholding obligations arising in connection with the vesting of common stock awards issued under our 2014 Omnibus Incentive Plan. Share-based compensation expense associated with non-performance-based Nonvested common stock awards for employees as of December 31, 2016 and changes during the three months ended March 31, 2017 were as follows: Common Weighted Nonvested common stock awards at December 31, 2016 161,174 $ 26.36 Granted — — Vested (9,561 ) 21.79 Forfeited (362 ) 26.98 Nonvested common stock awards at March 31, 2017 151,251 $ 26.65 As of March 31, 2017, there was $2.7 million of unrecognized compensation expense related to these 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 2.0 years. Shares forfeited are returned as treasury shares and available for future issuances. As of March 31, 2017, approximately 2.6 million shares of common stock were available for issuance under the 2014 Omnibus Incentive Plan. Performance-Based Stock During the three months ended March 31, 2017, we established, and our Board of Directors approved, performance-based targets in connection with common stock awards to be issued to certain officers in 2018 contingent upon achievement of these targets. Share-based compensation expense associated with these performance-based awards was $0.1 million for the three months ended March 31, 2017. Nonvested performance-based stock awards for employees as of December 31, 2016 and changes during the three months ended March 31, 2017 were as follows: Performance- Weighted Nonvested performance-based stock awards at December 31, 2016 — $ — Granted 77,254 41.00 Vested — — Cancelled — — Nonvested performance-based stock awards at March 31, 2017 77,254 $ 41.00 As of March 31, 2017, there was $3.0 million of unrecognized compensation expense related to nonvested performance-based common stock awards. This expense is subject to future adjustments for forfeitures and is expected to be recognized over the remaining weighted-average period of 2.6 years using the graded-vesting method. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 8 – INCOME TAXES Our provision for income taxes as a percentage of pretax earnings (the “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 months ended March 31, 2017, the effective tax rate was 37.3%. This rate was favorably impacted by deductions related to domestic production activities and usage of net operating losses for a tax filing entity that previously had a full valuation allowance. The favorable impact was partially offset by separate tax filing entities in a loss position for which a full valuation allowance will be accounted for against the losses, causing no tax benefit to be recognized on the losses. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 9 – RELATED PARTY TRANSACTIONS We sell installation services to other companies related to us through common or affiliated ownership and/or Board of Directors and/or management relationships. We also purchase services and materials and pay rent to companies with common or affiliated ownership. We lease our headquarters and certain other facilities from related parties. See Note 10, Commitments and Contingencies, for future minimum lease payments to be paid to these related parties. For the three months ended March 31, 2017 and 2016, 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 March 31, 2017 2016 Sales $ 2,336 $ 1,527 Purchases 291 103 Rent 296 155 As of March 31, 2017 and December 31, 2016, we had related party balances of approximately $1.9 million and $1.5 million, respectively, included in accounts receivable on our Condensed Consolidated Balance Sheets. These balances primarily represent trade accounts receivable arising during the normal course of business with various related parties. M/I Homes, Inc., a customer whose Chairman, President and Chief Executive Officer is a member of our Board of Directors, accounted for $0.8 million of these balances as of March 31, 2017 and December 31, 2016. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10 – COMMITMENTS AND CONTINGENCIES Accrued General Liability Accrued general insurance reserves included on the Condensed Consolidated Balance Sheets were as follows (in thousands): March 31, December 31, 2017 2016 Included in other current liabilities $ 1,857 $ 1,949 Included in other long-term liabilities 8,108 7,104 $ 9,965 $ 9,053 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): March 31, December 31, 2017 2016 Insurance receivable and indemnification asset for claims under a $ 2,773 $ 2,773 Insurance receivable for claims that exceeded the stop loss limit — 26 Total insurance receivables included in other non-current $ 2,773 $ 2,799 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 $64.1 million and $64.2 million as of March 31, 2017 and December 31, 2016, respectively, and a total of approximately $22.3 million and $22.8 million were fully depreciated as of March 31, 2017 and December 31, 2016, respectively. The net book value of assets under capital leases was approximately $15.1 million and $16.4 million as of March 31, 2017 and December 31, 2016, 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. Future minimum lease payments under noncancellable operating leases (with initial or remaining lease terms in excess of one year) with related parties as of March 31, 2017 are as follows (in thousands): Remainder of 2017 $ 868 2018 967 2019 810 2020 566 2021 583 Thereafter 600 Other Commitments and Contingencies From time to time, various claims and litigation are asserted or commenced against us principally arising from contractual matters and personnel and employment disputes. In determining loss contingencies, management considers the likelihood of loss as well as the ability to reasonably estimate the amount of such loss or liability. An estimated loss is recorded when it is considered probable that such a liability has been incurred and when the amount of loss can be reasonably estimated. As litigation is subject to inherent uncertainties, we cannot be certain that we will prevail in these matters. However, we do not believe that the ultimate outcome of any pending matters will have a material adverse effect on our consolidated financial position, results of operations or cash flows. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | NOTE 11 – BUSINESS COMBINATIONS As part of our ongoing strategy to increase market share in certain markets, we completed two business combinations during the three months ended March 31, 2017 and three business combinations during the three months ended March 31, 2016. Acquisition-related costs amounted to $0.6 million and $0.4 million for the three months ended March 31, 2017 and 2016, respectively. The goodwill recognized in conjunction with these business combinations is attributable to expected improvement in the business of these acquired companies. We expect to deduct $36.6 million of goodwill for tax purposes as a result of 2017 acquisitions. 2017 On January 5, 2017, we consummated our previously announced acquisition of all of the outstanding shares of Trilok Industries, Inc., Alpha Insulation & Waterproofing, Inc. and Alpha Insulation & Waterproofing Company (“Alpha”) for consideration of approximately $103.8 million in cash, including $21.7 million in contingent consideration to satisfy purchase price adjustments related to cash and net working capital requirements, earnout consideration based on Alpha’s change in EBITDA from 2015 and a customary holdback, $10.9 million by issuing 282,577 shares of our common stock and other seller obligations totaling $2.0 million. Revenue and net income since the date of acquisition included in our Condensed Consolidated Statements of Operations for the three months ended March 31, 2017 were $28.2 million and $0.9 million, respectively. On March 20, 2017, we acquired substantially all of the assets of Custom Glass Atlanta, Inc. and Atlanta Commercial Glazing, Inc. The purchase price consisted of cash of $3.3 million and seller obligations of $0.5 million. Revenue and net income since the date of acquisition included in our Condensed Consolidated Statement of Operations for the three months ended March 31, 2017 were $0.5 million and $21 thousand, respectively. 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 March 31, 2016 were $2.1 million and $(28) thousand, respectively. On February 2, 2016, we acquired substantially all of the assets of Marshall Insulation, LLC. 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 March 31, 2016 were $0.6 million and $(86) thousand, respectively. On February 29, 2016, we acquired substantially all of the assets of Kern Door Company, Inc. The purchase price consisted of cash of $2.9 million and seller obligations of $0.1 million. Revenue and net income since the date of acquisition included in our Condensed Consolidated Statements of Operations for the three months ended March 31, 2016 were $0.3 million and $13 thousand, 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 March 31 and may be adjusted during the valuation period since acquisition (in thousands): 2017 2016 Alpha Other Total Total Estimated fair values: Cash $ 247 $ — $ 247 $ — Accounts receivable 30,405 1,096 31,501 1,518 Inventories 1,751 772 2,523 311 Other current assets 6,030 — 6,030 8 Property and equipment 1,528 462 1,990 789 Intangibles 57,100 1,904 59,004 5,036 Goodwill 36,452 496 36,948 3,220 Other non-current 150 82 232 24 Accounts payable and other current liabilities (16,992 ) (1,001 ) (17,993 ) (1,239 ) Fair value of assets acquired and purchase price 116,671 3,811 120,482 9,667 Less fair value of common stock issued 10,859 — 10,859 — Less seller obligations 2,002 501 2,503 870 Cash paid $ 103,810 $ 3,310 $ 107,120 $ 8,797 Further adjustments to the allocation for each acquisition still under its measurement period are expected as third-party and internal valuations are finalized, certain tax aspects of the transaction are completed, and customary post-closing reviews are concluded during the measurement period attributable to each individual business combination. As a result, insignificant adjustments to the fair value of assets acquired, and in some cases total purchase price, have been made to certain business combinations since the date of acquisition and future adjustments may be made through the end of each measurement period. Goodwill and intangibles per the above table do not agree to the total gross increases of these assets as shown in Note 3—Goodwill and Intangibles during the three months ended March 31, 2017 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 three months ended March 31, 2017 due to an immaterial tuck-in Estimates of acquired intangible assets related to the acquisitions are as follows for the three months ended March 31 (dollars in thousands): 2017 2016 Acquired intangibles assets Estimated Weighted Estimated Weighted Customer relationships $ 28,501 8 $ 3,067 8 Trademarks and trade names 15,496 15 1,535 15 Non-competition 1,607 5 434 5 Backlog 13,400 1.5 — — Pro Forma Information The unaudited pro forma information for the combined results of the Company has been prepared as if the 2017 acquisitions had taken place on January 1, 2016 and the 2016 acquisitions had taken place on January 1, 2015. 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, 2016 and 2015, respectively, 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 2016 Form 10-K Pro forma for the three 2017 2016 Net revenue $ 258,289 $ 232,345 Net income $ 6,579 $ 6,559 Basic and diluted net income per share $ 0.21 $ 0.21 Unaudited pro forma net income reflects additional intangible asset amortization expense of $56 thousand and $4.2 million for the three months ended March 31, 2017 and 2016, respectively, as well as additional income tax expense of $0.1 million and $0.4 million for the three months ended March 31, 2017 and 2016, respectively, and additional interest expense of $0.5 million for the three months ended March 31, 2016 that would have been recorded had the 2017 acquisitions taken place on January 1, 2016 and the 2016 acquisitions taken place on January 1, 2015. There was no additional interest expense for the three months ended March 31, 2017. |
Income Per Common Share
Income Per Common Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Income Per Common Share | NOTE 12 –INCOME PER COMMON SHARE Basic net income per share is calculated by dividing net income by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted net income per 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 net income per share was as follows (in thousands, except share and per share data): For the three months ended 2017 2016 Net income - basic and diluted $ 6,364 $ 5,813 Weighted average number of common shares outstanding 31,590,478 31,242,237 Dilutive effect of outstanding common stock awards after application of the Treasury Stock Method 96,578 88,734 Diluted shares outstanding 31,687,056 31,330,971 Basic and diluted net income per share $ 0.20 $ 0.19 None of the non-vested |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS New Senior Secured Credit Agreements On April 13, 2017 (the “Closing Date”), we entered into a term loan credit agreement (the “Term Loan Agreement”) with the lenders named therein and Royal Bank of Canada as term administrative agent and RBC Capital Markets, UBS Securities LLC and Jefferies Finance LLC as joint lead arrangers and joint bookrunners. The Term Loan Agreement, subject to the terms and conditions set forth therein, provides for a new seven-year $300,000,000 term loan facility (the “Term Loan”). On the Closing Date, we also entered into an asset-based lending credit agreement (the “ABL Credit Agreement” and together with the Term Loan Agreement, the “Senior Secured Credit Agreements”) with the subsidiary guarantors from time to time party thereto, the financial institutions from time to time party thereto, and SunTrust Bank, as issuing bank, swing bank and administrative agent, with SunTrust Robinson Humphrey, Inc. as left lead arranger and bookrunner. The ABL Credit Agreement provides for a revolving credit facility of up to approximately $100,000,000 with a sublimit up to $50,000,000 for the issuance of letters of credit (the “ABL Revolver”), which may be reduced or increased pursuant to the ABL Credit Agreement. The borrowing base for the ABL Revolver, which determines availability under the facility, is based on a percentage of the value of certain of assets comprising the ABL Priority Collateral (as defined below). Proceeds from the Senior Secured Credit Facilities were used to repay in full all amounts outstanding under the Credit and Security Agreement. The Term Loan amortizes in quarterly principal payments of $750,000 starting on September 30, 2017, with any remaining unpaid balances due on April 15, 2024, which is the maturity date. Loans incurred under the ABL Revolver will have a final maturity of April 13, 2022. Subject to certain exceptions, the Term Loan will be subject to mandatory pre-payments All of the obligations under the Senior Secured Credit Facilities will be guaranteed by all of our existing and future restricted subsidiaries (the “Guarantors”). All obligations under the Senior Secured Credit Facilities, and the guarantees of those obligations, will be secured by substantially all of our assets and the Guarantors subject to certain exceptions and permitted liens, including (i) with respect to the Term Loan, a first-priority security interest in such assets that constitute Term Loan Priority Collateral and a second-priority security interest in such assets that constitute ABL Priority Collateral and (ii) with respect to the ABL Revolver, a first-priority security interest in such assets that constitute ABL Priority Collateral and a second-priority security interest in such assets that constitute Term Loan Priority Collateral. “ABL Priority Collateral” includes substantially all presently owned and after-acquired accounts receivable, inventory, rights of an unpaid vendor with respect to inventory, deposit accounts, commodity accounts, securities accounts and lock boxes, investment property, cash and cash equivalents, and instruments and chattel paper and general intangibles, books and records, supporting obligations and documents and related letters of credit, commercial tort claims or other claims related to and proceeds of each of the foregoing. “Term Loan Priority Collateral” includes all assets that are not ABL Priority Collateral. Loans under the Senior Secured Credit Facilities will bear interest based on, at the Company’s election, either the base rate or the Eurodollar rate plus, in each case, an applicable margin (the “Applicable Margin”). The Applicable Margin in respect of loans under (i) the Term Loan Agreement will be (A) 3.00% in the case of Eurodollar rate loans and (B) 2.00% in the case of base rate loans, and (ii) the ABL Facility will be (A) 1.25%, 1.50% or 1.75% in the case of Eurodollar rate loans (based on a measure of availability under the ABL Facility) and (B) 0.25%, 0.50% or 0.75% in the case of base rate loans (based on a measure of availability under the ABL Facility). In addition, we will pay a closing fee of 1.25% of the Term Loan amount and customary commitment fees and letter of credit fees under the ABL Credit Agreement. The commitment fees will vary based upon a measure of our utilization under the ABL Revolver. The Senior Secured Credit Facilities each contain a number of customary affirmative and negative covenants that, among other things, limit or restrict our ability and the Guarantors ability to: incur indebtedness; incur liens; engage in mergers or other fundamental changes; sell certain property or assets; pay dividends or other distributions; make acquisitions, investments, guarantees, loans and advances; prepay certain indebtedness; change the nature of their business; engage in certain transactions with affiliates; and incur restrictions on contractual obligations limiting interactions between us and our subsidiaries or limit actions in relation to the Senior Secured Credit Facilities. The ABL Credit Agreement also contains a financial covenant requiring the satisfaction of a minimum fixed charge coverage ratio of 1.00 to 1.00 in the event that we do not meet a minimum measure of availability under the ABL Revolver. The Senior Secured Credit Agreements contains customary events of default, subject to certain grace periods, thresholds and materiality qualifiers. Such events of default include, without limitation: non-payment Under the Term Loan Agreement, if upon the occurrence and during the continuance of certain events of default, any principal of or interest on any loan under the Term Loan Agreement or any fee or other amount payable by us is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount will bear interest at a rate per annum equal to (i) in the case of overdue principal of any loan under the Term Loan Agreement, 2.00% per annum plus the rate otherwise applicable to such loan, or (ii) in the case of any other amount, 2.00% per annum plus interest rate for base rate loans as described above. Under the ABL Credit Agreement, during an event of default, interest on the outstanding and overdue obligations arising under the ABL Credit Agreement and the related loan documents may, at the administrative agent’s election, and shall, at the request of the Majority Lenders (as defined in the ABL Credit Agreement), accrue at a simple per annum interest rate equal to, with respect to all outstanding obligations under the ABL Credit Agreement, the sum of (i) the applicable interest rate basis, if any, with respect to the applicable obligation, plus (ii) the Applicable Margin for such interest rate basis, plus (iii) 2.00% (the “ABL Default Rate”); provided, however, that the ABL Default Rate will automatically deemed to be invoked at all times with respect to overdue obligations under the ABL Credit Agreement and the related loan documents that have been accelerated or deemed accelerated under the ABL Credit Agreement. Business Combinations On May 1, 2017, we acquired substantially all of the assets of Legacy Glass & Supply, Inc. for total consideration of approximately $2.2 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. 805-10-50, |
Significant Accounting Polici21
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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 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 10-K”), Our interim operating results for the three months ended March 31, 2017 are not necessarily indicative of the results to be expected in future operating quarters. See Item 1A. Risk Factors in our 2016 Form 10-K Note 2 to the consolidated financial statements in our 2016 Form 10-K |
Revenue and Cost Recognition | Revenue and Cost Recognition Revenue from the sale and installation of products is recognized when all of the following have occurred: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the price is fixed or determinable; and (iv) the ability to collect is reasonably assured. We recognize revenue using either the completed contract method or the percentage-of-completion percentage-of-completion percentage-of-completion |
Accounts Receivable | Accounts Receivable We account for trade receivables based on amounts billed to customers. Past due receivables are determined based on contractual terms. We do not accrue interest on any of our trade receivables. Retainage receivables represent the amount retained by our customers to ensure the quality of the installation and is received after satisfactory completion of each installation project. Management regularly reviews aging of retainage receivables and changes in payment trends and records an allowance when collection of amounts due are considered at risk. Amounts retained by project owners under construction contracts and included in accounts receivable were $21.1 million and $18.3 million as of March 31, 2017 and December 31, 2016, respectively. |
Share-Based Compensation | Share-Based Compensation Our share-based compensation program is designed to attract and retain employees while also aligning employees’ interests with the interests of our stockholders. Restricted stock awards are periodically granted to certain employees, officers and non-employee non-performance-based |
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 revenue, costs and reserves established under the percentage-of-completion |
Advertising Costs | Advertising Costs Advertising costs are generally expensed as incurred. Advertising expense was approximately $0.8 million and $0.7 million for the three months ended March 31, 2017 and 2016, respectively, and is included in selling expense on the Condensed Consolidated Statements of Operations. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In July 2015, the Federal Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2015-11, In March 2016, the FASB issued ASU 2016-06, In January 2017, the FASB issued ASU 2017-03, 2014-09, 2016-02, 2016-13) statements, then in addition to making a statement to that effect, that registrant should consider additional qualitative financial statement disclosures to assist the reader in assessing the significance of the impact that the standard will have on the financial statements of the registrant when adopted. We have included such disclosures for ASU 2014-09 2016-02 2016-13 Recently Issued Accounting Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, 2014-09 In February 2016, the FASB issued ASU 2016-02, 2016-02 In April 2016, the FASB issued ASU No. 2016-10, 2014-09. 2016-10 2014-09. In May 2016, the FASB issued ASU No. 2016-11, 2014-09 2014-16 In May 2016, the FASB issued ASU 2016-12, 2014-09. 2014-09, In June 2016, the FASB issued ASU 2016-13, available-for-sale In August 2016, the FASB issued ASU 2016-15, In October 2016, the FASB issued ASU 2016-16, In December 2016, the FASB issued ASU 2016-20, 2014-09 In January 2017, the FASB issued ASU 2017-01, In January 2017, the FASB issued ASU 2017-04, one-step |
Estimated Fair Value of Financial Instruments | Estimated Fair Value of Financial Instruments Accounts receivable, accounts payable and accrued liabilities as of March 31, 2017 and December 31, 2016 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 March 31, 2017 and December 31, 2016 due to the short term maturities of the underlying variable rate LIBOR agreements. The carrying amounts of the obligations associated with our capital leases and vehicle and equipment notes approximate fair value as of March 31, 2017 and December 31, 2016 because we have incurred the obligations within recent fiscal years when the interest rate markets have been low and stable. All debt classifications represent Level 2 fair value measurements. |
Organization (Tables)
Organization (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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: Three months ended March 31, 2017 2016 Residential 82 % 89 % Commercial 18 11 100 % 100 % |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 $ 177,090 $ (70,004 ) $ 107,086 Business Combinations 36,948 — 36,948 Other 210 — 210 March 31, 2017 $ 214,248 $ (70,004 ) $ 144,244 |
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 March 31, 2017 As of December 31, 2016 Gross Accumulated Net Gross Accumulated Net Amortized intangibles: Customer relationships $ 108,983 $ 29,659 $ 79,324 $ 80,909 $ 27,533 $ 53,376 Covenants not-to-compete 10,238 3,003 7,235 8,602 2,466 6,136 Trademarks and tradenames 52,698 11,227 41,471 37,303 10,498 26,805 Backlog 13,400 2,233 11,167 — — — $ 185,319 $ 46,122 $ 139,197 $ 126,814 $ 40,497 $ 86,317 |
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 2017 $ 19,437 2018 21,140 2019 16,168 2020 15,568 2021 14,550 Thereafter 52,334 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Debt | Debt consisted of the following (in thousands): As of March 31, As of December 31, 2017 2016 Term loans, in effect, net of unamortized debt issuance costs of $399 and $447, respectively $ 94,601 $ 95,803 Delayed draw term loans, in effect, net of unamortized debt issuance costs of $499 and $50, respectively 124,501 12,450 Vehicle and equipment notes, maturing March 2022; payable in various monthly installments, including interest rates ranging from 2% to 4% 40,311 38,186 Various notes payable, maturing through March 2025; payable in various installments, including interest rates ranging from 4% to 6% 4,764 4,988 264,177 151,427 Less: current maturities (27,350 ) (17,192 ) Long-term debt, less current maturities $ 236,827 $ 134,235 |
Costs and Estimated Earnings 25
Costs and Estimated Earnings on Uncompleted Contracts (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Contractors [Abstract] | |
Schedule of Cost and Estimated Earnings on Uncompleted Contracts | Uncompleted contracts were as follows (in thousands): March 31, 2017 Costs incurred on uncompleted contracts $ 60,187 Estimated earnings 35,118 Total 95,305 Less: Billings to date 92,631 Net under (over) billings $ 2,674 |
Schedule of Net Under (Over) Billings | Net under (over) billings were as follows (in thousands): March 31, 2017 Costs and estimated earnings in excess of billings on uncompleted contracts $ 6,375 Billings in excess of costs and estimated earnings on uncompleted contracts (3,701 ) Net under (over) billings $ 2,674 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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): March 31, December 31, 2017 2016 Included in other current liabilities $ 4,122 $ 4,595 Included in other long-term liabilities 9,035 7,052 $ 13,157 $ 11,647 |
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): March 31, December 31, 2017 2016 Included in other non-current $ 1,231 $ 1,249 |
Summary of Nonvested Common Stock Awards and Changes During Period | Nonvested common stock awards for employees as of December 31, 2016 and changes during the three months ended March 31, 2017 were as follows: Common Weighted Nonvested common stock awards at December 31, 2016 161,174 $ 26.36 Granted — — Vested (9,561 ) 21.79 Forfeited (362 ) 26.98 Nonvested common stock awards at March 31, 2017 151,251 $ 26.65 |
Summary of Nonvested Performance-Based Stock Awards and Changes During Period | Nonvested performance-based stock awards for employees as of December 31, 2016 and changes during the three months ended March 31, 2017 were as follows: Performance- Weighted Nonvested performance-based stock awards at December 31, 2016 — $ — Granted 77,254 41.00 Vested — — Cancelled — — Nonvested performance-based stock awards at March 31, 2017 77,254 $ 41.00 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Common or Related Party Transactions | For the three months ended March 31, 2017 and 2016, 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 March 31, 2017 2016 Sales $ 2,336 $ 1,527 Purchases 291 103 Rent 296 155 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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): March 31, December 31, 2017 2016 Included in other current liabilities $ 1,857 $ 1,949 Included in other long-term liabilities 8,108 7,104 $ 9,965 $ 9,053 |
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): March 31, December 31, 2017 2016 Insurance receivable and indemnification asset for claims under a $ 2,773 $ 2,773 Insurance receivable for claims that exceeded the stop loss limit — 26 Total insurance receivables included in other non-current $ 2,773 $ 2,799 |
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 March 31, 2017 are as follows (in thousands): Remainder of 2017 $ 868 2018 967 2019 810 2020 566 2021 583 Thereafter 600 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31 and may be adjusted during the valuation period since acquisition (in thousands): 2017 2016 Alpha Other Total Total Estimated fair values: Cash $ 247 $ — $ 247 $ — Accounts receivable 30,405 1,096 31,501 1,518 Inventories 1,751 772 2,523 311 Other current assets 6,030 — 6,030 8 Property and equipment 1,528 462 1,990 789 Intangibles 57,100 1,904 59,004 5,036 Goodwill 36,452 496 36,948 3,220 Other non-current 150 82 232 24 Accounts payable and other current liabilities (16,992 ) (1,001 ) (17,993 ) (1,239 ) Fair value of assets acquired and purchase price 116,671 3,811 120,482 9,667 Less fair value of common stock issued 10,859 — 10,859 — Less seller obligations 2,002 501 2,503 870 Cash paid $ 103,810 $ 3,310 $ 107,120 $ 8,797 |
Estimates of Acquired Intangible Assets | Estimates of acquired intangible assets related to the acquisitions are as follows for the three months ended March 31 (dollars in thousands): 2017 2016 Acquired intangibles assets Estimated Weighted Estimated Weighted Customer relationships $ 28,501 8 $ 3,067 8 Trademarks and trade names 15,496 15 1,535 15 Non-competition 1,607 5 434 5 Backlog 13,400 1.5 — — |
Pro Forma Results of Operations | The unaudited pro forma information for the combined results of the Company has been prepared as if the 2017 acquisitions had taken place on January 1, 2016 and the 2016 acquisitions had taken place on January 1, 2015. 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, 2016 and 2015, respectively, 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 2016 Form 10-K Pro forma for the three 2017 2016 Net revenue $ 258,289 $ 232,345 Net income $ 6,579 $ 6,559 Basic and diluted net income per share $ 0.21 $ 0.21 |
Income Per Common Share (Tables
Income Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Summary of Diluted Net Income Per Share | Diluted net income per share was as follows (in thousands, except share and per share data): For the three months ended 2017 2016 Net income - basic and diluted $ 6,364 $ 5,813 Weighted average number of common shares outstanding 31,590,478 31,242,237 Dilutive effect of outstanding common stock awards after application of the Treasury Stock Method 96,578 88,734 Diluted shares outstanding 31,687,056 31,330,971 Basic and diluted net income per share $ 0.20 $ 0.19 |
Organization - Additional Infor
Organization - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017LocationSegment | |
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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Product Information [Line Items] | ||
Net revenues percentage | 100.00% | 100.00% |
Residential [Member] | ||
Product Information [Line Items] | ||
Net revenues percentage | 82.00% | 89.00% |
Commercial [Member] | ||
Product Information [Line Items] | ||
Net revenues percentage | 18.00% | 11.00% |
Significant Accounting Polici33
Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | |||
Accounts receivable | $ 21.1 | $ 18.3 | |
Advertising expenses | $ 0.8 | $ 0.7 |
Goodwill and Intangibles - Summ
Goodwill and Intangibles - Summary of Change in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Jan. 01, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill (Gross), beginning balance | $ 177,090 | |
Business Combinations | 36,948 | |
Other | 210 | |
Goodwill (Gross), ending balance | 214,248 | |
Accumulated Impairment Losses | (70,004) | $ (70,004) |
Goodwill (Net), beginning balance | 107,086 | |
Business Combinations | 36,948 | |
Other | 210 | |
Goodwill (Net), ending balance | $ 144,244 |
Goodwill and Intangibles - Addi
Goodwill and Intangibles - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill impairment | $ 0 | $ 0 |
Increase in gross carrying amount of intangibles | $ 58,500,000 |
Goodwill and Intangibles - Sche
Goodwill and Intangibles - Schedule of Gross Carrying Amount and Accumulated Amortization (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 185,319 | $ 126,814 |
Accumulated Amortization | 46,122 | 40,497 |
Net Book Value | 139,197 | 86,317 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 108,983 | 80,909 |
Accumulated Amortization | 29,659 | 27,533 |
Net Book Value | 79,324 | 53,376 |
Covenants Not-to-compete [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 10,238 | 8,602 |
Accumulated Amortization | 3,003 | 2,466 |
Net Book Value | 7,235 | 6,136 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 52,698 | 37,303 |
Accumulated Amortization | 11,227 | 10,498 |
Net Book Value | 41,471 | $ 26,805 |
Backlog [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 13,400 | |
Accumulated Amortization | 2,233 | |
Net Book Value | $ 11,167 |
Goodwill and Intangibles - Sc37
Goodwill and Intangibles - Schedule of Estimated Aggregate Annual Amortization (Detail) $ in Thousands | Mar. 31, 2017USD ($) |
Finite Lived Intangible Assets Net Amortization Expense Rolling Maturity [Abstract] | |
Remainder of 2017 | $ 19,437 |
2,018 | 21,140 |
2,019 | 16,168 |
2,020 | 15,568 |
2,021 | 14,550 |
Thereafter | $ 52,334 |
Long-term Debt - Schedule of Ma
Long-term Debt - Schedule of Maturities of Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Term loans, in effect, net of unamortized debt issuance costs of $399 and $447, respectively | $ 94,601 | $ 95,803 |
Vehicle and equipment notes, maturing March 2022; payable in various monthly installments, including interest rates ranging from 2% to 4% | 40,311 | 38,186 |
Various notes payable, maturing through March 2025; payable in various installments, including interest rates ranging from 4% to 6% | 4,764 | 4,988 |
Total long term debt | 264,177 | 151,427 |
Total long term debt | 264,177 | 151,427 |
Less: current maturities | (27,350) | (17,192) |
Long-term debt, less current maturities | 236,827 | 134,235 |
Delayed Draw [Member] | ||
Debt Instrument [Line Items] | ||
Delayed draw term loans, in effect, net of unamortized debt issuance costs of $499 and $50, respectively | $ 124,501 | $ 12,450 |
Long-term Debt - Schedule of 39
Long-term Debt - Schedule of Maturities of Debt (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | $ 399 | $ 447 |
Notes payable maturity date | 2025-03 | |
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] | ||
Unamortized debt issuance costs | $ 499 | $ 50 |
Vehicle and Equipment [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable maturity date | 2022-03 | |
Vehicle and Equipment [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable Interest rate | 2.00% | |
Vehicle and Equipment [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable Interest rate | 4.00% |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Detail) - USD ($) | Apr. 13, 2017 | Feb. 29, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||
Credit facility, covenant terms | Under the Term Loan Agreement, if upon the occurrence and during the continuance of certain events of default, any principal of or interest on any loan under the Term Loan Agreement or any fee or other amount payable by us is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount will bear interest at a rate per annum equal to (i) in the case of overdue principal of any loan under the Term Loan Agreement, 2.00% per annum plus the rate otherwise applicable to such loan, or (ii) in the case of any other amount, 2.00% per annum plus interest rate for base rate loans as described above. | |||
Assets relating to master loan agreements, Gross | $ 64,100,000 | $ 64,200,000 | ||
Capital leased assets, net book value | $ 15,100,000 | 16,400,000 | ||
Subsequent Event [Member] | ||||
Debt Instrument [Line Items] | ||||
Contingent interest rate increase | 2.00% | |||
Master Loan Agreements [Member] | ||||
Debt Instrument [Line Items] | ||||
Payment Period, typical | 60 months | |||
Assets relating to master loan agreements, Gross | $ 50,000,000 | 48,700,000 | ||
Capital leased assets, net book value | 36,700,000 | $ 38,000,000 | ||
Credit and Security Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 325,000,000 | |||
Issuance of letters of credit | $ 17,900,000 | |||
Principal amount of term loans or additional revolving credit commitments | $ 75,000,000 | |||
Credit facility, covenant terms | The Credit and Security Agreement contained covenants that required us to (1) maintain a fixed charge coverage ratio of not less than 1.10 to 1.00 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 contained 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] | Minimum [Member] | Through the First Quarter Ending June 30, 2016 [Member] | ||||
Debt Instrument [Line Items] | ||||
Fixed coverage ratio, covenants requirements | 110.00% | |||
Credit and Security Agreement [Member] | Maximum [Member] | Through December 30, 2016 [Member] | ||||
Debt Instrument [Line Items] | ||||
Leverage Ratio, covenants requirements | 350.00% | |||
Credit and Security Agreement [Member] | Maximum [Member] | December 31, 2016 Through June 29, 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Leverage Ratio, covenants requirements | 325.00% | |||
Credit and Security Agreement [Member] | Maximum [Member] | June 30, 2017 Through December 30, 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Leverage Ratio, covenants requirements | 300.00% | |||
Credit and Security Agreement [Member] | Maximum [Member] | December 31, 2017 Through June 29, 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Leverage Ratio, covenants requirements | 275.00% | |||
Credit and Security Agreement [Member] | Maximum [Member] | June 30, 2018 and Thereafter [Member] | ||||
Debt Instrument [Line Items] | ||||
Leverage Ratio, covenants requirements | 250.00% | |||
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] | ||||
Issuance of letters of credit | $ 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] | 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] | Revolving Credit Facility [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Commitment fee | 0.30% | |||
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 | 2.69% | 2.50% | ||
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 | Jan. 31, 2017 | |||
Credit and Security Agreement [Member] | Delayed Draw Term Loan [Member] | LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Margin interest rate percentage | 2.69% | |||
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 | |||
Senior Secured Credit Facilities [Member] | Subsequent Event [Member] | ||||
Debt Instrument [Line Items] | ||||
Issuance of letters of credit | $ 50,000,000 | |||
Senior Secured Credit Facilities [Member] | Term Loan [Member] | Subsequent Event [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | 300,000,000 | |||
Senior Secured Credit Facilities [Member] | Asset Based Lending Credit Facility [Member] | Subsequent Event [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | 100,000,000 | |||
Senior Secured Credit Facilities [Member] | Letter of Credit [Member] | Subsequent Event [Member] | ||||
Debt Instrument [Line Items] | ||||
Issuance of letters of credit | $ 50,000,000 |
Costs and Estimated Earnings 41
Costs and Estimated Earnings on Uncompleted Contracts - Schedule of Cost and Estimated Earnings on Uncompleted Contracts (Detail) $ in Thousands | Mar. 31, 2017USD ($) |
Contractors [Abstract] | |
Costs incurred on uncompleted contracts | $ 60,187 |
Estimated earnings | 35,118 |
Total | 95,305 |
Less: Billings to date | 92,631 |
Net under (over) billings | $ 2,674 |
Costs and Estimated Earnings 42
Costs and Estimated Earnings on Uncompleted Contracts - Schedule of Net Under (Over) Billings (Detail) $ in Thousands | Mar. 31, 2017USD ($) |
Contractors [Abstract] | |
Costs and estimated earnings in excess of billings on uncompleted contracts | $ 6,375 |
Billings in excess of costs and estimated earnings on uncompleted contracts | (3,701) |
Net under (over) billings | $ 2,674 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Healthcare benefit expense, net of employee contributions | $ 4,000 | $ 4,300 | |
Accrued compensation | 17,879 | $ 18,212 | |
Workers' compensation expense | $ 4,100 | $ 3,000 | |
Common stock granted, shares | 77,254 | ||
Unrecognized compensation expense | $ 2,700 | ||
Compensation cost not yet recognized, period for recognition | 2 years | ||
Performance Based Awards [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Share-based compensation expense | $ 100 | ||
Unrecognized compensation expense | $ 3,000 | ||
Compensation cost not yet recognized, period for recognition | 2 years 7 months 6 days | ||
Directors [Member] | Restricted Stock [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Common stock granted, shares | 0 | 0 | |
2014 Omnibus Incentive Plan [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Number of shares surrendered to satisfy tax withholding obligations | 1,000 | ||
Share based compensation, recognized tax benefits | $ 100 | $ 200 | |
Common stock shares available for issuance | 2,600,000 | ||
2014 Omnibus Incentive Plan [Member] | Non-Performance-Based Awards [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Share-based compensation expense | $ 400 | 500 | |
Medical IBNR Included in Accrued Compensation [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Accrued compensation | $ 1,800 | $ 1,700 |
Employee Benefits - Summary of
Employee Benefits - Summary of Workers' Compensation Known Claims and IBNR Reserves (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Employee-related Liabilities [Abstract] | ||
Included in other current liabilities | $ 4,122 | $ 4,595 |
Included in other long-term liabilities | 9,035 | 7,052 |
Workers' Compensation Liability | $ 13,157 | $ 11,647 |
Employee Benefits - Schedule of
Employee Benefits - Schedule of Insurance Receivable for Claims (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Workers' Compensation [Member] | ||
Malpractice Insurance [Line Items] | ||
Included in other non-current assets | $ 1,231 | $ 1,249 |
Employee Benefits - Summary o46
Employee Benefits - Summary of Nonvested Common Stock Awards and Changes During Period (Detail) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Compensation and Retirement Disclosure [Abstract] | |
Nonvested common stock awards, Beginning balance | shares | 161,174 |
Granted | shares | 0 |
Vested | shares | (9,561) |
Forfeited | shares | (362) |
Nonvested common stock awards, Ending balance | shares | 151,251 |
Nonvested common stock awards, Beginning balance | $ / shares | $ 26.36 |
Granted | $ / shares | 0 |
Vested | $ / shares | 21.79 |
Forfeited | $ / shares | 26.98 |
Nonvested common stock awards, Ending balance | $ / shares | $ 26.65 |
Employee Benefits - Summary o47
Employee Benefits - Summary of Nonvested Performance-Based Stock Awards and Changes During Period (Detail) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Compensation and Retirement Disclosure [Abstract] | |
Granted | shares | 77,254 |
Vested | shares | 0 |
Cancelled | shares | 0 |
Nonvested performance-based stock awards, Ending balance | shares | 77,254 |
Granted | $ / shares | $ 41 |
Vested | $ / shares | 0 |
Cancelled | $ / shares | 0 |
Nonvested performance-based stock awards, Ending balance | $ / shares | $ 41 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Effective tax rate | 37.30% |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Detail) - Affiliated Entity [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Related Party Transaction [Line Items] | ||
Sales | $ 2,336 | $ 1,527 |
Purchases | 291 | 103 |
Rent | $ 296 | $ 155 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Affiliated Entity [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, related parties | $ 1.9 | $ 1.5 |
M/I Homes Inc [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, related parties | $ 0.8 | $ 0.8 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Accrued General Insurance Reserves (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Commitments and Contingencies Disclosure [Abstract] | ||
Included in other current liabilities | $ 1,857 | $ 1,949 |
Included in other long-term liabilities | 8,108 | 7,104 |
Total | $ 9,965 | $ 9,053 |
Commitments and Contingencies52
Commitments and Contingencies - Schedule of Insurance Receivable for Claims (Detail) - General Liability [Member] - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Commitments And Contingencies Disclosure [Line Items] | ||
Insurance receivable and indemnification asset for claims under a fully insured policy | $ 2,773 | $ 2,773 |
Insurance receivable for claims that exceeded the stop loss limit | 26 | |
Total insurance receivables included in other non-current assets | $ 2,773 | $ 2,799 |
Commitments and Contingencies53
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Line Items] | ||
Capital lease assets | $ 64.1 | $ 64.2 |
Assets fully depreciated | 22.3 | 22.8 |
Capital leased assets, net book value | $ 15.1 | $ 16.4 |
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 Contingencies54
Commitments and Contingencies - Future Minimum Lease Payments Under Noncancellable Operating Leases (Detail) $ in Thousands | Mar. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2017 | $ 868 |
2,018 | 967 |
2,019 | 810 |
2,020 | 566 |
2,021 | 583 |
Thereafter | $ 600 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) | Mar. 20, 2017 | Jan. 05, 2017 | Feb. 29, 2016 | Feb. 02, 2016 | Jan. 25, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Business Acquisition [Line Items] | |||||||
Goodwill acquired expected to be tax deductible | $ 36,600,000 | ||||||
Acquisition-related costs | 600,000 | $ 400,000 | |||||
Revenue | 255,669,000 | 191,698,000 | |||||
Net income (loss) | 6,364,000 | 5,813,000 | |||||
Purchase price paid in cash | 106,873,000 | 8,797,000 | |||||
Seller obligations in connection with acquisition of businesses | 2,503,000 | 1,052,000 | |||||
Amortization of intangibles | 6,416,000 | 2,479,000 | |||||
Income tax expense (benefit) | 3,783,000 | 3,108,000 | |||||
Interest expense | 2,170,000 | 1,553,000 | |||||
Key Insulation [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Revenue | 2,100,000 | ||||||
Net income (loss) | (28,000) | ||||||
Purchase price paid in cash | $ 5,000,000 | ||||||
Seller obligations in connection with acquisition of businesses | $ 700,000 | ||||||
Marshall Insulation LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Revenue | 600,000 | ||||||
Net income (loss) | (86,000) | ||||||
Purchase price paid in cash | $ 900,000 | ||||||
Seller obligations in connection with acquisition of businesses | $ 100,000 | ||||||
Kern Door Company [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Revenue | 300,000 | ||||||
Net income (loss) | 13,000 | ||||||
Purchase price paid in cash | $ 2,900,000 | ||||||
Seller obligations in connection with acquisition of businesses | $ 100,000 | ||||||
Combined Business Acquisitions [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration paid for acquisition | 107,120,000 | 8,797,000 | |||||
Seller obligations in connection with acquisition of businesses | 2,503,000 | 870,000 | |||||
Amortization of intangibles | 56,000 | 4,200,000 | |||||
Income tax expense (benefit) | 100,000 | 400,000 | |||||
Interest expense | $ 500,000 | ||||||
Trilok Industries, Inc., Alpha Insulation & Waterproofing, Inc. and Alpha Insulation & Waterproofing Company [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration paid for acquisition | $ 103,800,000 | ||||||
Business combination contingencies amount recognized | 21,700,000 | ||||||
Purchase consideration, value of shares issued | $ 10,900,000 | ||||||
Purchase consideration, number of shares issued | 282,577 | ||||||
Seller obligations | $ 2,000,000 | ||||||
Revenue | 28,200,000 | ||||||
Net income (loss) | 900,000 | ||||||
Custom Glass Atlanta Inc and Atlanta Commercial Glazing Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration paid for acquisition | $ 3,300,000 | ||||||
Seller obligations | $ 500,000 | ||||||
Revenue | 500,000 | ||||||
Net income (loss) | $ 21,000 |
Business Combinations - Summary
Business Combinations - Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 144,244 | $ 107,086 | |
Less seller obligations | 2,503 | $ 1,052 | |
Alpha [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 247 | ||
Accounts receivable | 30,405 | ||
Inventories | 1,751 | ||
Other current assets | 6,030 | ||
Property and equipment | 1,528 | ||
Intangibles | 57,100 | ||
Goodwill | 36,452 | ||
Other non-current assets | 150 | ||
Accounts payable and other current liabilities | (16,992) | ||
Fair value of assets acquired and purchase price | 116,671 | ||
Less fair value of common stock issued | 10,859 | ||
Less seller obligations | 2,002 | ||
Cash paid | 103,810 | ||
Other Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable | 1,096 | ||
Inventories | 772 | ||
Property and equipment | 462 | ||
Intangibles | 1,904 | ||
Goodwill | 496 | ||
Other non-current assets | 82 | ||
Accounts payable and other current liabilities | (1,001) | ||
Fair value of assets acquired and purchase price | 3,811 | ||
Less seller obligations | 501 | ||
Cash paid | 3,310 | ||
Combined Business Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 247 | ||
Accounts receivable | 31,501 | 1,518 | |
Inventories | 2,523 | 311 | |
Other current assets | 6,030 | 8 | |
Property and equipment | 1,990 | 789 | |
Intangibles | 59,004 | 5,036 | |
Goodwill | 36,948 | 3,220 | |
Other non-current assets | 232 | 24 | |
Accounts payable and other current liabilities | (17,993) | (1,239) | |
Fair value of assets acquired and purchase price | 120,482 | 9,667 | |
Less fair value of common stock issued | 10,859 | ||
Less seller obligations | 2,503 | 870 | |
Cash paid | $ 107,120 | $ 8,797 |
Business Combinations - Estimat
Business Combinations - Estimates of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Customer Relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 28,501 | $ 3,067 |
Weighted Average Estimated Useful Life (yrs) | 8 years | 8 years |
Trademarks and Trade Names [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 15,496 | $ 1,535 |
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 | $ 1,607 | $ 434 |
Weighted Average Estimated Useful Life (yrs) | 5 years | 5 years |
Backlog [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 13,400 | |
Weighted Average Estimated Useful Life (yrs) | 1 year 6 months |
Business Combinations - Pro For
Business Combinations - Pro Forma Results of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Business Combination Increase Decrease To Reflect Liabilities Acquired At Fair Value [Abstract] | ||
Net revenue | $ 258,289 | $ 232,345 |
Net income | $ 6,579 | $ 6,559 |
Basic and diluted net income per share | $ 0.21 | $ 0.21 |
Income Per Common Share - Summa
Income Per Common Share - Summary of Diluted Net Income Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Net income - basic and diluted | $ 6,364 | $ 5,813 |
Weighted average number of common shares outstanding | 31,590,478 | 31,242,237 |
Dilutive effect of outstanding common stock awards after application of the Treasury Stock Method | 96,578 | 88,734 |
Diluted shares outstanding | 31,687,056 | 31,330,971 |
Basic and diluted net income per share | $ 0.20 | $ 0.19 |
Income Per Common Share - Addit
Income Per Common Share - Additional Information (Detail) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from computation of income | 0 | 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | May 01, 2017 | Apr. 13, 2017 | Mar. 31, 2017 |
Subsequent Event [Line Items] | |||
Credit facility, covenant terms | Under the Term Loan Agreement, if upon the occurrence and during the continuance of certain events of default, any principal of or interest on any loan under the Term Loan Agreement or any fee or other amount payable by us is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount will bear interest at a rate per annum equal to (i) in the case of overdue principal of any loan under the Term Loan Agreement, 2.00% per annum plus the rate otherwise applicable to such loan, or (ii) in the case of any other amount, 2.00% per annum plus interest rate for base rate loans as described above. | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Percentage of closing fee | 1.25% | ||
Contingent interest rate increase | 2.00% | ||
Subsequent Event [Member] | Legacy Glass, L.L.C [Member] | |||
Subsequent Event [Line Items] | |||
Cash consideration paid for acquisition | $ 2,200,000 | ||
Term Loan Agreement [Member] | Eurodollar [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Margin interest rate percentage | 3.00% | ||
Term Loan Agreement [Member] | Base Rate [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Margin interest rate percentage | 2.00% | ||
Term Loan Agreement [Member] | Term Loan [Member] | |||
Subsequent Event [Line Items] | |||
Quarterly principal payment of term loan | $ 750,000 | ||
Credit facility, amortization description | The Term Loan amortizes in quarterly principal payments of $750,000 starting on September 30, 2017, with any remaining unpaid balances due on April 15, 2024, which is the maturity date. Loans incurred under the ABL Revolver will have a final maturity of April 13, 2022. | ||
Percentage of mandatory pre-payments on debt issuance | 100.00% | ||
Percentage of mandatory pre-payments on sale or disposition of assets | 100.00% | ||
Percentage of mandatory pre-payments on excess cash flow | 50.00% | ||
Excess cash flow limit for mandatory pre-payments of debt | $ 5,000,000 | ||
Term Loan Agreement [Member] | Term Loan [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, face amount | $ 300,000,000 | ||
Term loan facility maturity period | 7 years | ||
Term Loan Agreement [Member] | Term Loan [Member] | Leverage Ratio Range One [Member] | |||
Subsequent Event [Line Items] | |||
Percentage of mandatory pre-payments on excess cash flow | 25.00% | ||
Term Loan Agreement [Member] | Term Loan [Member] | Leverage Ratio Range Two [Member] | |||
Subsequent Event [Line Items] | |||
Percentage of mandatory pre-payments on excess cash flow | 0.00% | ||
ABL Credit Agreement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Fixed coverage ratio, covenants requirements | 1.00% | ||
Default rate | 2.00% | ||
ABL Credit Agreement [Member] | Eurodollar Rate Loan One [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Margin interest rate percentage | 1.25% | ||
ABL Credit Agreement [Member] | Eurodollar Rate Loan Two [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Margin interest rate percentage | 1.50% | ||
ABL Credit Agreement [Member] | Eurodollar Rate Loan Three [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Margin interest rate percentage | 1.75% | ||
ABL Credit Agreement [Member] | Base Rate Loan One [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Margin interest rate percentage | 0.25% | ||
ABL Credit Agreement [Member] | Base Rate Loan Two [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Margin interest rate percentage | 0.50% | ||
ABL Credit Agreement [Member] | Base Rate Loan Three [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Margin interest rate percentage | 0.75% | ||
ABL Credit Agreement [Member] | Revolving Credit Facility [Member] | |||
Subsequent Event [Line Items] | |||
Line of credit maximum borrowing capacity | $ 100,000,000 | ||
Maturity date | Apr. 13, 2022 | ||
ABL Credit Agreement [Member] | Letter of Credit [Member] | |||
Subsequent Event [Line Items] | |||
Line of credit maximum borrowing capacity | $ 50,000,000 | ||
Senior Secured Credit Facilities [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Line of credit maximum borrowing capacity | $ 50,000,000 | ||
Number of consecutive days for changing control of company | 60 days | ||
Senior Secured Credit Facilities [Member] | Term Loan [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, face amount | $ 300,000,000 | ||
Senior Secured Credit Facilities [Member] | Letter of Credit [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Line of credit maximum borrowing capacity | $ 50,000,000 |