Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 26, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Foundation Building Materials, Inc. | |
Entity Central Index Key | 1,688,941 | |
Trading Symbol | FBM | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock Shares Outstanding (in shares) | 42,894,965 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 10,560 | $ 12,101 |
Accounts receivable—net of allowance for doubtful accounts of $3,297 and $3,494, respectively | 316,290 | 238,091 |
Other receivables | 50,808 | 55,487 |
Inventories | 158,766 | 148,246 |
Prepaid expenses and other current assets | 12,304 | 11,785 |
Current assets held for sale | 128,188 | 82,948 |
Total current assets | 676,916 | 548,658 |
Property and equipment, net | 153,386 | 144,524 |
Intangible assets, net | 145,379 | 164,536 |
Goodwill | 481,260 | 452,728 |
Other assets | 6,928 | 5,604 |
Noncurrent assets held for sale | 0 | 38,220 |
Total assets | 1,463,869 | 1,354,270 |
Current liabilities: | ||
Accounts payable | 130,169 | 134,460 |
Accrued payroll and employee benefits | 25,777 | 17,920 |
Accrued taxes | 11,775 | 7,003 |
Tax receivable agreement | 15,892 | 15,892 |
Current portion of term loan | 3,375 | |
Other current liabilities | 22,995 | 37,270 |
Current liabilities held for sale | 26,599 | 29,733 |
Total current liabilities | 236,582 | 242,278 |
Asset-based revolving credit facility | 305,704 | 47,486 |
Long-term debt, net | 438,841 | 534,379 |
Tax receivable agreement | 119,912 | 119,912 |
Deferred income taxes, net | 5,200 | 17,912 |
Other liabilities | 9,545 | 12,657 |
Noncurrent liabilities held for sale | 0 | 982 |
Total liabilities | 1,115,784 | 975,606 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value, authorized 10,000,000 shares; 0 shares issued | 0 | 0 |
Common stock, $0.001 par value, authorized 190,000,000 shares; 42,894,965 and 42,865,407 shares issued, respectively | 13 | 13 |
Additional paid-in capital | 331,667 | 330,113 |
Retained earnings | 15,936 | 46,184 |
Accumulated other comprehensive income | 469 | 2,354 |
Total stockholders' equity | 348,085 | 378,664 |
Total liabilities and stockholders' equity | $ 1,463,869 | $ 1,354,270 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 3,297 | $ 3,494 |
Preferred stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock shares issued (in shares) | 0 | 0 |
Preferred stock shares outstanding (in shares) | 0 | 0 |
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock shares authorized (in shares) | 190,000,000 | 190,000,000 |
Common stock shares issued (in shares) | 42,894,965 | 42,865,407 |
Common stock shares outstanding (in shares) | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Net sales | $ 542,273 | $ 467,891 | $ 1,528,153 | $ 1,346,441 |
Cost of goods sold | 388,236 | 332,008 | 1,093,412 | 957,404 |
Gross profit | 154,037 | 135,883 | 434,741 | 389,037 |
Operating expenses: | ||||
Selling, general and administrative | 113,279 | 102,259 | 328,088 | 299,298 |
Depreciation and amortization | 19,771 | 18,234 | 56,922 | 52,662 |
Total operating expenses | 133,050 | 120,493 | 385,010 | 351,960 |
Income from operations | 20,987 | 15,390 | 49,731 | 37,077 |
Loss on extinguishment of debt | (58,475) | (58,475) | ||
Interest expense | (12,576) | (15,054) | (43,028) | (45,147) |
Other (expense) income, net | (8) | 25 | 126 | 13,424 |
(Loss) income before income taxes | (50,072) | 361 | (51,646) | 5,354 |
Income tax (benefit) expense | (12,519) | 239 | (13,299) | 2,205 |
(Loss) income from continuing operations | (37,553) | 122 | (38,347) | 3,149 |
Income from discontinued operations, net of tax | 2,772 | 1,277 | 7,913 | 3,439 |
Net (loss) income | $ (34,781) | $ 1,399 | $ (30,434) | $ 6,588 |
(Loss) earnings per share data: | ||||
(Loss) earnings from continuing operations per share - basic | $ (0.88) | $ 0 | $ (0.89) | $ 0.08 |
(Loss) earnings from continuing operations per share - diluted | (0.88) | 0 | (0.89) | 0.08 |
Earnings from discontinued operations per share - basic | 0.07 | 0.03 | 0.18 | 0.08 |
Earnings from discontinued operations per share - diluted | 0.07 | 0.03 | 0.18 | 0.08 |
(Loss) earnings per share - basic | (0.81) | 0.03 | (0.71) | 0.16 |
(Loss) earnings per share - diluted | $ (0.81) | $ 0.03 | $ (0.71) | $ 0.16 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 42,894,474 | 42,865,407 | 42,889,430 | 41,021,808 |
Diluted (in shares) | 42,917,230 | 42,870,391 | 42,905,273 | 41,023,935 |
Comprehensive (loss) income: | ||||
Net (loss) income | $ (34,781) | $ 1,399 | $ (30,434) | $ 6,588 |
Foreign currency translation adjustment | 1,481 | 3,037 | (2,724) | 5,695 |
Unrealized (loss) gain on derivative, net of taxes of $0.5 million and $1.0 million, respectively and $0.5 million and $1.9 million, respectively | (1,420) | (1,647) | 839 | (3,047) |
Total other comprehensive income (loss) | 61 | 1,390 | (1,885) | 2,648 |
Total comprehensive (loss) income | $ (34,720) | $ 2,789 | $ (32,319) | $ 9,236 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Net of tax effect on unrealized (loss) gain on derivatives | $ (0.5) | $ (1) | $ 0.5 | $ (1.9) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (30,434) | $ 6,588 |
Net income from discontinued operations | 7,913 | 3,439 |
Net (loss) income from continuing operations | (38,347) | 3,149 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities of continuing operations: | ||
Depreciation | 24,383 | 21,793 |
Amortization of intangible assets | 32,539 | 30,869 |
Amortization of debt issuance costs and debt discount | 6,834 | 7,352 |
Loss on extinguishment of debt | 58,475 | |
Inventory fair value purchase accounting adjustment | 413 | 830 |
Provision for doubtful accounts | 1,654 | 1,987 |
Stock-based compensation | 1,512 | 1,691 |
Unrealized gain on foreign currency, net | (169) | |
Unrealized gain on derivative instruments, net | (56) | (13,045) |
Loss on disposal of property and equipment | 614 | 171 |
Deferred income taxes | (13,038) | 2,730 |
Change in assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (65,361) | (25,248) |
Other receivables | 5,361 | 5,423 |
Inventories | (3,244) | 3,495 |
Prepaid expenses and other current assets | (496) | (968) |
Other assets | (1,928) | (2,180) |
Accounts payable | (8,940) | 11,816 |
Accrued payroll and employee benefits | 7,929 | (4,277) |
Accrued taxes | 4,783 | (735) |
Other liabilities | (13,960) | (19,448) |
Net cash (used in) provided by operating activities of continuing operations | (873) | 25,236 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (28,157) | (25,307) |
Payment of net working capital adjustments | (40) | (405) |
Proceeds from net working capital adjustments | 155 | 8,590 |
Proceeds from the disposal of fixed assets | 1,605 | 528 |
Acquisitions, net of cash acquired | (70,334) | (68,274) |
Net cash used in investing activities of continuing operations | (96,771) | (84,868) |
Cash flows from financing activities: | ||
Proceeds from asset-based revolving credit facility | 757,298 | 395,688 |
Repayments of asset-based revolving credit facility | (498,964) | (524,782) |
Term loan proceeds | 450,000 | |
Term loan original issuance discount and deferred finance costs | (7,935) | |
Repayment of bond principal | (575,000) | |
Prepayment premium on senior secured notes | 23,872 | |
Tax withholding payment related to net settlement of equity awards | (61) | |
Principal repayment of capital lease obligations | (2,094) | (1,920) |
Issuance of common stock | 0 | 163,952 |
Capital contributions | 0 | 2,997 |
Net cash provided by financing activities of continuing operations | 99,372 | 35,935 |
Cash flows from discontinued operations | ||
Operating activities of discontinued operations | (2,063) | 7,319 |
Investing activities of discontinued operations | (928) | (6,035) |
Financing activities of discontinued operations | (140) | (190) |
Net cash (used in) provided by discontinued operations | (3,131) | 1,094 |
Effect of exchange rate changes on cash | (138) | 363 |
Net decrease in cash | (1,541) | (22,240) |
Cash and cash equivalents at beginning of period | 12,101 | 28,552 |
Cash and cash equivalents at end of period | 10,560 | 6,312 |
Supplemental disclosures of cash flow information for continuing operations: | ||
Cash paid during the period for income taxes | 1,504 | 3,236 |
Cash paid during the period for interest | 52,288 | 49,937 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Change in fair value of derivative, net of tax | 839 | 3,047 |
Assets acquired under capital leases | 0 | 667 |
Goodwill adjustment for purchase price allocation | 202 | 518 |
Tax receivable agreement | $ 0 | $ 203,837 |
Business and Basis of Presentat
Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Business and Basis of Presentation | 1. Business and Basis of Presentation Business Foundation Building Materials, Inc. (the "Company"), based in Tustin, California is a specialty distributor of wallboard, suspended ceiling systems, and metal framing throughout the U.S. and Canada. On September 26, 2018, the Company entered into a definitive agreement to sell its mechanical insulation business. Refer to Note 3, Discontinued Operations, for further details. Excluding its mechanical insulation business, the Company employs more than 3,400 people and operates more than 170 branches across the U.S. and Canada. Organization The Company was formed on October 27, 2016 (inception). The initial stockholder of the Company was LSF9 Cypress Parent 2 LLC ("Parent 2") which held all of the Company's authorized, issued and outstanding shares of common stock. Reorganization On February 8, 2017, FBM Alpha LLC, (formerly known as LSF9 Cypress Parent, LLC) ("Alpha"), transferred its wholly owned direct subsidiary, Foundation Building Materials Holding Company LLC (formerly known as FBM Beta LLC and LSF9 Cypress Holdings, LLC) ("Holdco"), and indirectly FBM Finance, Inc. to the Company, thereby transferring the business for which historical financial information is included in these results of operations, to be indirectly held by the Company (the "Reorganization"). Initial Public Offering Following the Reorganization, on February 15, 2017, the Company completed an initial public offering ("IPO") in which it issued 12,800,000 shares of common stock at a public offering price of $14.00 per share. The common stock began trading on the New York Stock Exchange on February 10, 2017 under the ticker symbol "FBM." After underwriting discounts and commissions and expenses, the net proceeds to the Company from the IPO were approximately $164.0 million. The Company used these net proceeds to repay borrowings outstanding under its then-existing asset-based revolving credit facility (the "2016 ABL Credit Facility"). The proceeds of $164.0 million were recorded in equity, with approximately $13,000 recorded for the par value of the common stock and the remaining amount recorded in additional paid-in capital. The underwriters exercised their option to purchase an additional 1,920,000 shares of common stock from Parent 2 and those shares were purchased on February 24, 2017. The Company did not receive any proceeds from the sale of shares by Parent 2. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation with respect to the interim financial statements, have been included. The results of operations for interim periods are not necessarily indicative of the results for full fiscal years. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended December 31, 2017, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2018 (the "2017 10-K"), which do not include the discontinued operations from the sale of the mechanical insulation segment. The Company plans to retrospectively adjust previously reported audited financial statements to recognize the discontinued operations for the sale of the mechanical insulation segment when it files its 2018 10-K in 2019. When the sale of the mechanical insulation segment closes, the Company will file a Current Report on Form 8-K with pro forma financial statements that will include full year 2016 and 2017 statements of operations. As discussed in Note 3, Discontinued Operations, the Company has entered into a definitive agreement to sell its mechanical insulation business, which was previously reported as the mechanical insulation segment. The previously reported amounts for the mechanical insulation segment have been reclassified to discontinued operations for all periods presented. The Company’s continuing operations now consist of what was previously reported as the Specialty Building Products segment for all periods presented Principles of Consolidation The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All intercompany balances and transactions have been eliminated. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Standards | 2. Recently Issued Accounting Standards Recently Adopted Accounting Standards On January 1, 2018, the Company adopted new revenue recognition guidance, Accounting Standard Codification ("ASC") 606, Revenue from Contracts with Customers and all related amendments, using the modified retrospective method. The Company has concluded that the adoption did not have a material impact on its consolidated financial statements. Revenue Recognition Revenue is recognized upon transfer of control of promised products to customers in an amount that reflects the consideration expected to be received in exchange for those products. The applicable shipping and handling costs invoiced to the customer are included in "Selling, general and administrative" expenses in the accompanying consolidated statements of operations. All revenue recognized is net of sales taxes collected, which are subsequently remitted to the appropriate governmental authorities. Performance Obligations The performance obligation for product sales is met at a point in time, when the product is delivered and control is transferred to the customer. At inception of a contract with a customer, the price and quantity of goods are fixed. However, the Company offers discounts on terms and rebate incentives to select customers. The Company also gives customers the right to return eligible products. Significant Judgments The Company calculates the allowance for sales returns, early pay discounts and customer rebates using the expected value method and believes its current methodology properly constrains revenue. The Company does not believe that a significant reversal in the amount of cumulative revenue recognized will occur when the uncertainty associated with the variable consideration is resolved. Practical Expedients In addition to the aforementioned practical expedient, the Company has elected the practical expedient as allowed by ASC 606-10-32-18, which states that an entity need not adjust the promised amount of consideration for the effects of a significant financing component if the entity expects, at contract inception, that the period between when the entity transfers promised goods or services to a customer and when the customer pays for those goods or services will be one year or less. In January 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-01, Financial Instruments Overall Recognition and Measurement of Financial Assets and Financial Liabilities In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows Classification of Certain Cash Receipts and Cash Payments. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations Clarifying the Definition of a Business On January 1, 2018, the Company adopted ASU 2018-02, Income Statement-Reporting Comprehensive Income Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. Recently Issued Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, Leases In January 2017, the FASB issued ASU No. 2017-04, Intangibles and Other Simplifying the Test for Goodwill Impairment |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | 3. Discontinued Operations On September 26, 2018, the Company entered into a Stock and Asset Purchase Agreement (the “Purchase Agreement”) with SPI LLC ( the “Purchaser”), pursuant to which the Company agreed to sell, and the Purchaser agreed to acquire, (i) all right, title and interest in, to and under all of the assets, properties and business of the mechanical insulation segment of the Company in the U.S. (the “U.S. Business”), excepting certain excluded assets (the “Purchased Assets”), and (ii) all outstanding shares of FBM Canada SPI, Inc. (the “Stock”), representing the Company’s mechanical insulation business in Canada (the “Canadian Business”). The U.S. Business and the Canadian Business are referred to collectively as the “Disposed Business.” As aggregate consideration for the Purchased Assets and the Stock, the Purchaser will pay $122.5 million in cash at the closing of the transaction (subject to certain working capital and other pre- and post-closing adjustments as set forth in the Purchase Agreement) and assume certain post-closing liabilities. The Purchase Agreement contains customary representations, warranties and covenants made by each of the Purchaser and the Sellers, as well as mutual indemnification obligations. Based on its magnitude and because the Company is exiting the mechanical insulation business, the pending sale represents a significant strategic shift that will have a material effect on the Company’s operations and financial results. Accordingly, the Company has applied discontinued operations treatment for the Disposed Business as required by Accounting Standards Codification—Discontinued Operations (ASC 205-20). In accordance with ASC 205-20, the Company reclassified the Disposed Business to assets and liabilities held for sale on its consolidated balance sheets as of September 30, 2018 and December 31, 2017 and reclassified the financial results of the Disposed Business in its consolidated statements of operations and consolidated statements of cash flows for all periods presented. The Company also revised its discussion and presentation of operating and financial results to be reflective of its continuing operations as required by ASC 205-20. The carrying amount of the assets, and liabilities of the Disposed Business, have been reclassified from their historical balance sheet presentation to current and noncurrent assets and current and noncurrent liabilities held for sale as follows: September 30, 2018 December 31, 2017 Accounts receivable—net of allowance for doubtful accounts of $410 and $655, respectively $ 51,520 $ 41,932 Other receivables 3,952 3,975 Inventories 37,243 36,190 Prepaid expenses and other current assets 1,108 851 Property and equipment, net 6,753 - Intangible assets, net 21,605 - Goodwill 6,007 - Other assets - - Current assets held for sale $ 128,188 $ 82,948 Property and equipment, net $ - $ 6,884 Intangible assets, net - 25,234 Goodwill - 6,009 Deferred income taxes - 93 Other assets - - Noncurrent assets held for sale $ - $ 38,220 Accounts payable $ 17,197 $ 21,885 Accrued payroll and employee benefits 2,619 3,238 Accrued taxes 1,381 787 Other liabilities 5,328 3,823 Deferred income taxes 74 - Current liabilities held for sale $ 26,599 $ 29,733 Other liabilities $ - $ 982 Noncurrent liabilities held for sale $ - $ 982 The operating results of the Disposed Business that are reflected in the unaudited condensed consolidated statements of operations within net income from discontinued operations are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net sales $ 82,533 $ 67,555 $ 237,923 $ 197,692 Cost of goods sold 60,125 48,655 172,682 142,503 Gross profit 22,408 18,900 65,241 55,189 Operating expenses: Selling, general and administrative 17,078 15,150 49,481 44,775 Depreciation and amortization 1,561 1,495 4,637 4,490 Total operating expenses 18,639 16,645 54,118 49,265 Income from operations 3,769 2,255 11,123 5,924 Interest expense (11 ) (15 ) (36 ) (47 ) Other income (expense), net 5 10 (5 ) (5 ) Income from discontinued operations before income taxes 3,763 2,250 11,082 5,872 Income tax expense 991 973 3,169 2,433 Net income from discontinued operations, net of tax $ 2,772 $ 1,277 $ 7,913 $ 3,439 The operating results reflected above do not fully represent the Disposed Business’ historical operating results, as the results reported within net income from discontinued operations only include expenses that are directly attributable to the Disposed Business. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | 4. Derivatives and Hedging Activities The Company uses derivatives to manage selected foreign exchange exposures for its investments in foreign subsidiaries. In general, the types of risks hedged are those relating to the variability of future earnings and cash flows caused by movements in foreign currency exchange rates and interest rates. The Company documents its risk management strategy and hedge effectiveness at the inception of and during the term of each hedge. Net Investment Hedge As of September 30, 2018, and December 31, 2017, the amount of notional foreign exchange contracts outstanding was approximately $88.0 million. There is no significant credit risk associated with the potential failure of any counterparty to perform under the terms of any derivative financial instrument. The net investment hedge is measured at fair value within the consolidated balance sheet either as an asset or a liability. As of September 30, 2018, and December 31, 2017, the fair value of the derivative instrument was $1.0 million and $2.4 million, respectively, and was recorded in other long-term liabilities. For the three months ended September 30, 2018, the Company recognized a loss of $1.4 million, net of taxes of $0.5 million, recorded in other comprehensive income (loss) related to the net investment hedge. For the nine months ended September 30, 2018, the Company recognized a gain of $0.8 million, net of taxes of $0.5 million, recorded in other comprehensive income (loss) related to the net investment hedge. The Company recognized a loss of $1.6 million and $3.0 million, net of taxes of $1.0 million and $1.9 million, respectively, for the three and nine months ended September 30, 2017, respectively, recorded in other comprehensive income (loss) related to the net investment hedge. For the three months ended September 30, 2018, the Company recorded a loss of $78,000, in other (expense) income, net, related to the ineffective portion of the net investment hedge. For the nine months ended September 30, 2018, the Company recognized a gain of $56,000, in other (expense) income, net, related to the ineffective portion of the net investment hedge. The Company recorded a loss of $111,000 and $205,000 for the three and nine months ended September 30, 2017, respectively, in other (expense) income, net, related to the ineffective portion of the net investment hedge. Embedded Derivative On August 15, 2018, the Company redeemed its $575.0 million Senior Secured Notes (the “Notes”) at a price equal to 104.125% of the principal amount, plus accrued and unpaid interest. The Company had the option to prepay its Notes at any time prior to August 15, 2018, at a price equal to 100% of the principal amount, plus an applicable premium and any accrued and unpaid interest. Included in the Notes was an optional prepayment period through August 15, 2018, using proceeds from an equity offering, which constituted an embedded derivative and was bifurcated from the debt host and accounted for separately. The embedded derivative was recorded at fair value at inception until August 15, 2018, with any changes in fair value from inception recorded in earnings. The fair value of the embedded derivative as of December 31, 2017, was $0, due to a minimal probability of an equity offering occurring where the proceeds are used to pay down the Notes prior to the expiration of the optional prepayment time period. The change in fair value was $0 for the three and nine months ended September 30, 2018. The change in fair value of $0 and $13.2 million for the three and nine months ended September 30, 2017, respectively, were included in other income, net. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | 5. Acquisitions The Company accounts for its acquisitions under the acquisition method, and accordingly, the results of operations of acquired entities are included in the Company’s consolidated financial statements from the acquisition date. Acquisition related costs are expensed as incurred. The purchase price is allocated to the assets acquired based on estimated fair values at the acquisition date, with the excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill. Purchase accounting adjustments associated with the intangible asset valuations have been recorded as of September 30, 2018. The fair value of acquired intangible assets, primarily related to customer relationships, was estimated by applying a discounted cash flow model. That measure is based on significant Level 3 inputs not observable in the market. Key assumptions were developed based on the Company’s historical experience, future projections and comparable market data including future cash flows, long-term growth rates, implied royalty rates, attrition rates and discount rates. The purchase price allocations for the acquisitions set forth below are preliminary and subject to adjustment as additional information is obtained about facts and circumstances that existed as of the applicable acquisition date. During the nine months ended September 30, 2018, the Company completed the following three acquisitions: Ciesco, Inc. and Commercial Specialty Supply LLC On August 1, 2018, the Company acquired the operations and substantially all of the assets of Ciesco, Inc. and Commercial Specialty Supply LLC (collectively, "Ciesco"). Ciesco was a leading independent distributor of wallboard, metal framing, suspended ceiling systems, insulation and complementary products and operated six branches in Pennsylvania and Virginia. ArmCom Distributing Company On February 1, 2018, the Company acquired the operations and substantially all of the assets of ArmCom Distributing Company ("ArmCom"), a division of St. Paul Linoleum and Carpet Company. ArmCom was an independent distributor of suspended ceilings systems and operated five branches in Minnesota, North Dakota, South Dakota and Nebraska. RM Supply On February 1, 2018, the Company acquired all of the stock of RM Supply, Inc. and certain assets of JMB Transportation, L.L.C. (collectively, “RM Supply”). RM Supply was an independent distributor of wallboard, metal framing, insulation, and wallboard accessories. RM Supply operated two branches in Missouri. During the nine months ended September 30, 2018, the Company completed the above acquisitions for an aggregate purchase price of $71.0 million. These acquisitions are not considered material, individually or in the aggregate. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date for the acquisitions summarized above (collectively, the "2018 acquisitions") (in thousands): Nine Months Ended September 30, 2018 Assets acquired: Cash $ 672 Accounts receivable 15,798 Other receivables 1,164 Inventories 8,363 Prepaid and other current assets 73 Property and equipment 7,864 Goodwill 29,286 Intangible assets 13,600 Other assets 74 Total assets acquired 76,894 Liabilities assumed: Accounts payable (5,446 ) Accrued expenses and other current liabilities (442 ) Total liabilities assumed (5,888 ) Total net assets acquired $ 71,006 The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents the goodwill amount resulting from the acquisitions. Goodwill attributable to the acquisitions has been recorded as a non-current asset and is not amortized, but is subject to review at least on an annual basis for impairment. Goodwill recognized was primarily attributable to expected operating efficiencies and expansion opportunities in the businesses acquired. Goodwill and intangible assets recognized from asset acquisitions are expected to be tax deductible. The Ciesco and ArmCom acquisitions were treated as asset purchases, and the RM Supply acquisition was treated as a stock purchase for tax purposes. Generally, the most significant intangible asset acquired is customer relationships. The Company's acquisitions are generally subject to working capital adjustments; however, the Company does not expect any such adjustments to have a material impact on its consolidated financial statements. Any adjustments to the purchase price allocation of these acquisitions will be made as soon as practicable but no later than one year from the acquisition date. The pro forma impact of the 2018 acquisitions is not presented as the 2018 acquisitions are not considered material to the Company's consolidated financial statements. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets The change in goodwill from December 31, 2017, to September 30, 2018, consisted of the following (in thousands): Carrying Value Balance at December 31, 2017 $ 452,728 Goodwill acquired 29,286 Purchase price allocation adjustments 87 Impact of foreign exchange rates (841 ) Balance at September 30, 2018 $ 481,260 Changes to initial purchase price allocations related to acquisitions may arise from changes in estimates from conditions that existed at the applicable acquisition date and as a result of net working capital adjustments. Identifiable intangible assets that are separable and have determinable useful lives are valued separately and amortized over their benefit period. The following is the gross carrying value and accumulated amortization of the Company’s identifiable intangible assets as of September 30, 2018, and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade names $ 15,980 $ (9,636 ) $ 6,344 $ 15,980 $ (7,283 ) $ 8,697 Customer relationships 238,785 (102,315 ) 136,470 225,488 (72,349 ) 153,139 Other intangible assets 3,472 (907 ) 2,565 3,462 (763 ) 2,700 $ 258,237 $ (112,858 ) $ 145,379 $ 244,930 $ (80,395 ) $ 164,536 The weighted average amortization period of these intangible assets in the aggregate is 3.5 years. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 7. Long-Term Debt (in thousands) September 30, 2018 December 31, 2017 2018 Term Loan Facility $ 446,625 $ - Unamortized deferred financing costs - term loan (7,784 ) - Revolving credit facilities 305,704 47,486 Unamortized deferred financing costs - revolving credit facilities (4,901 ) (3,164 ) Senior secured notes - 575,000 Unamortized debt issuance costs - senior secured notes - (40,621 ) $ 739,644 $ 578,701 2018 Term Loan Credit Agreement On August 13, 2018, the Company entered into a credit agreement by and among Alpha, Holdco, Royal Bank of Canada, as administrative agent and collateral agent, and the lenders party thereto (the “2018 Term Loan Facility”). The 2018 Term Loan Facility provides senior secured debt financing in an aggregate principal amount of $450.0 million and the right, at the Company’s option, to request additional tranches of term loans. Availability of such additional tranches of term loans will be subject to the absence of any default, and, among other things, the receipt of commitments by existing or additional financial institutions. Borrowings under the 2018 Term Loan Facility will bear interest at Holdco’s option at either (a) a LIBOR rate determined by reference to the costs of funds for United States Dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, which shall be no less than 0.00%, plus an applicable margin of 3.25% (or 3.00% if the first lien net leverage ratio (as defined in the 2018 Term Loan Facility) is no greater than 4.00 to 1.00) or (b) a base rate determined by reference to the highest of (1) the prime commercial lending rate published by Royal Bank of Canada as its “prime rate,” (2) the federal funds effective rate plus 0.50% and (3) a one-month LIBOR rate plus 1.0%, plus an applicable margin of 2.25% (or 2.00% if the first lien net leverage ratio (as defined in the 2018 Term Loan Facility) is no greater than 4.00 to 1.00). The Company will be required to make scheduled quarterly payments in an aggregate annual amount equal to 0.25% of the aggregate principal amount of the initial term loans made on August 13, 2018, with the balance due on August 13, 2025, seven years after the closing date for the initial term loans (as defined in the 2018 Term Loan Facility). Obligations under the 2018 Term Loan Facility are secured by a first priority lien on all Term Priority Collateral (as defined in the 2018 Term Loan Facility) and a second priority lien on all ABL Priority Collateral (as defined in the 2018 Term Loan Facility). The 2018 Term Loan Facility contains a number of covenants that, among other things and subject to certain exceptions, restrict Alpha’s ability and the ability of its subsidiaries to incur additional indebtedness, pay dividends on its equity securities or redeem, repurchase or retire its equity securities or other indebtedness, make investments, loans and acquisitions, create restrictions on the payment of dividends or other amounts to the Company from its restricted subsidiaries, engage in transactions with its affiliates, sell assets, including equity securities of its subsidiaries, alter the business it conducts, consolidate or merge and incur liens. The description of the 2018 Term Loan Facility set forth above is qualified in its entirety by reference to the 2018 Term Loan Facility, a copy of which is filed as Exhibit 10.21 to the Company’s Current Report on Form 8-K filed on August 17, 2018. 2018 ABL Credit Facility On August 13, 2018, Alpha, Holdco, as the lead borrower, the additional U.S. borrowers party thereto from time to time, the Canadian borrowers party thereto from time to time (collectively, the “ABL Borrowers”), the lenders party thereto from time to time, Bank of America, N.A., as administrative agent and collateral agent (the “ABL Agent”), and the other agents party thereto, entered into the ABL Credit Agreement (the “2018 ABL Credit Agreement”), including the exhibits and schedules thereto (collectively, the “2018 Revolving Credit Facility”) The 2018 Revolving Credit Facility provides for senior secured revolving credit financing, including a U.S. revolving credit facility (the “U.S. Revolving Credit Facility”) of initially up to $375.0 million, a Canadian revolving credit subfacility of initially up to $75.0 million (the “Canadian Revolving Credit Subfacility”) and a “first-in-last-out” (“FILO”) subfacility in an amount of up to $25.0 million in amortizing loans (the “FILO Facility”), subject, in each case, to availability under the respective borrowing bases for each facility. The aggregate amount of the 2018 Revolving Credit Facility is $400.0 million. The 2018 Revolving Credit Facility includes a letter of credit subfacility, which permits up to $10.0 million of letters of credit under the U.S. Revolving Credit Facility (which may be denominated in U.S. Dollars) and up to the dollar equivalent of $5.0 million of letters of credit under the Canadian Revolving Credit Subfacility (which may be denominated in Canadian Dollars or U.S. Dollars). In addition, pursuant to the 2018 Revolving Credit Facility, up to $50.0 million in the case of the U.S. Revolving Credit Facility, and $10.0 million in the case of the Canadian Revolving Credit Subfacility, may be short-term borrowings upon same-day notice. The 2018 Revolving Credit Facility is scheduled to mature on August 13, 2023. The amount of available credit for each of the U.S. Revolving Credit Facility and the Canadian Revolving Credit Facility changes every month, depending on the amount of eligible trade accounts, eligible credit card receivables, eligible inventory, eligible qualifying equipment and eligible cash the U.S. and Canadian loan parties have available to serve as collateral. Generally, each of the U.S. Revolving Credit Facility and the Canadian Revolving Credit Subfacility is limited to the sum of (a) 85% of eligible trade accounts (as defined in the 2018 Revolving Credit Facility), plus (b) 90% of eligible credit card accounts (as defined in the 2018 Revolving Credit Facility), plus (c) the lesser of (i) 75% of the value of the eligible inventory (as defined in the 2018 Revolving Credit Facility) and (ii) 85% of the net orderly liquidation value of the eligible inventory, plus (d) the lesser of (i) 85% of the net orderly liquidation value of eligible qualifying equipment and (ii) the amount obtained by multiplying (A) the amount obtained by dividing (x) the amount set forth in clause (c)(i) above by (y) the net book value of all eligible qualifying equipment as of the most recent annual appraisal, by (B) the net book value of eligible qualifying equipment (subject to amounts contributed to the borrowing base pursuant to this clause (d) being capped at the lesser of $50.0 million and 15% of the loan limit (as defined in the 2018 Revolving Credit Facility), plus (e) eligible cash (as defined in the 2018 Revolving Credit Facility), minus (f) any eligible reserves on the borrowing base (as defined in the 2018 Revolving Credit Facility). The FILO Facility is limited to the sum of (a) 5% of the book value of eligible trade accounts (as defined in the 2018 Revolving Credit Facility) of each U.S. loan party (subject to such percentage being automatically reduced by 0.278% on each FILO amortization date (as defined in the 2018 Revolving Credit Facility)), plus (b) 10% of the value of eligible inventory (as defined in the 2018 Revolving Credit Facility) of each U.S. loan party (subject to such percentage being automatically reduced by 0.556% on each FILO amortization date (as defined in the 2018 Revolving Credit Facility)), minus (c) eligible reserves on the U.S. borrowing base. Available credit for each tranche is calculated separately, and the borrowing base components are subject to customary reserves and eligibility criteria. Borrowings under the 2018 Revolving Credit Facility bear interest, at the Company’s option, at either an alternate base rate or Canadian prime rate, as applicable, plus an applicable margin (ranging from 0.25% to 0.75% pursuant to a grid based on average excess availability) or a London interbank offered rate (“LIBOR”) or Canadian CDOR rate (as defined therein), as applicable, plus an applicable margin (ranging from 1.25% to 1.75% pursuant to a grid based on average excess availability). Loans under the FILO Facility within the 2018 Revolving Credit Facility bear interest at the same rate as the U.S. and Canadian tranches plus 50 basis points. In addition to paying interest on outstanding principal under the 2018 Revolving Credit Facility, the ABL Borrowers are required to pay a commitment fee in respect of the unutilized commitments under the 2018 Revolving Credit Facility ranging from 0.250% to 0.375% per annum and determined based on average utilization of the 2018 Revolving Credit Facility (increasing when utilization is low and decreasing when utilization is high). As long as commitments are outstanding under the 2018 Revolving Credit Facility, the Company is subject to certain restrictions under the facility if the Company’s pro forma Adjusted EBITDA to debt ratio (the “Total Net Leverage Ratio”) exceeds a certain total. The Total Net Leverage Ratio is defined as the ratio of Consolidated Total Debt to the aggregate amount of Consolidated EBITDA for the Relevant Reference Period (as such terms are defined in the 2018 Revolving Credit Facility). Consolidated Total Debt is defined in the 2018 Revolving Credit Facility and is generally calculated as an amount equal to the aggregate outstanding principal amount of all third-party debt for borrowed money, unreimbursed drawings under letters of credit, capital lease obligations and third-party debt obligations evidenced by notes or similar instruments on a consolidated The description of the 2018 Revolving Credit Facility set forth above is qualified in its entirety by reference to the 2018 Revolving Credit Facility, a copy of which is filed as Exhibit 10.20 to the Company’s Current Report on Form 8-K filed on August 17, 2018. As of September 30, 2018, the Company had $305.7 million of outstanding borrowings and $94.3 million of available aggregate undrawn borrowing capacity under the 2018 Revolving Credit Facility. The weighted average interest rate for borrowings under the 2018 Revolving Credit Facility from August 13, 2018 to September 30, 2018 was 3.7%. 2016 ABL Credit Facility On August 13, 2018, FBM Alpha LLC (“Alpha”) terminated its revolving commitments under its $300.0 million 2016 ABL credit facility. The weighted average interest rate for borrowings under the 2016 ABL Credit Facility up to August 13, 2018 was 3.4%. Upon termination of the ABL Credit Facility, the Company expensed $0.7 million in deferred financing costs and carried over $2.6 million of deferred financing costs to the 2018 Revolving Credit Facility. Senior Secured Notes On August 15, 2018, the Company, redeemed all of the $575.0 million principal amount of the outstanding Notes at a redemption price equal to 104.125% of the principal amount of Notes being redeemed plus accrued and unpaid interest. The Notes were issued in a private placement on August 9, 2016, at an issue price of 100% of the principal with a stated interest rate of 8.25%. Upon redemption of the Notes, the Company expensed $57.8 million of deferred financing costs, original issuance discounts and prepayment premiums, which are included in the statement of operations in loss on extinguishment of debt. |
Tax Receivable Agreement Liabil
Tax Receivable Agreement Liability | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Tax Receivable Agreement Liability | 8. Tax Receivable Agreement Liability In connection with the IPO, the Company entered into a tax receivable agreement ("TRA") with Parent 2 that provides for the payment by the Company to Parent 2 of 90% of the amount of cash savings, if any, in U.S. federal, state, local and non-U.S. income tax that the Company realizes (or in some circumstances are deemed to realize) as a result of the utilization of the Company and the Company’s subsidiaries’ (i) depreciation and amortization deductions, and any offset to taxable income and gain or increase to taxable loss, resulting from the tax basis the Company has in its assets at the consummation of the IPO, (ii) net operating losses, (iii) tax credits and (iv) certain other tax attributes. During the three months ended March 31, 2017, the Company recorded a liability of $203.8 million, with a corresponding offset to additional paid-in capital for the TRA. At the end of each reporting period, any changes in the Company's estimate of the liability are recorded in the consolidated statement of operations as a component of other income (expense). The timing and amount of future tax benefits associated with the TRA are subject to change, and future payments may be required which could be materially different from the current estimated liability. The TRA will remain in effect until all tax benefits have been used or expired, unless the agreement is terminated early. During the three months ended December 31, 2017, the Company recorded a gain in other income of $68.0 million due to the federal income tax rate being reduced from 35.0% to 21.0% as part of the Tax Act. As of September 30, 2018, and December 31, 2017, the TRA liability balance was $135.8 million. There have been no payments related to the TRA from inception to September 30, 2018. The first payment related to the TRA is anticipated to be made on or around December 31, 2018, is estimated to be $15.9 million, and is reflected as a current liability as of September 30, 2018. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 9. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) consists of cumulative unrealized foreign currency translation adjustments and unrealized changes in fair value of a derivative instrument. During the nine months ended September 30, 2018, $0.2 million was reclassified to retained earnings as a result of income tax effects of the Tax Act, which reduced the corporate federal tax rate from 35.0% to 21.0%. During the nine months ended September 30, 2017, there were no reclassifications out of accumulated other comprehensive income (loss). The components of accumulated other comprehensive income (loss) for the nine months ended September 30, 2018, were as follows (in thousands): Cumulative unrealized foreign currency translation gain (loss) Unrealized (loss) gain on derivative, net of tax Total Balance at December 31, 2017 $ 3,863 $ (1,509 ) $ 2,354 Other comprehensive (loss) income (2,724 ) 839 (1,885 ) Balance at September 30, 2018 $ 1,139 $ (670 ) $ 469 |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | 10. Contingencies The Company is involved in certain legal actions arising in the ordinary course of business. The Company regularly assesses such matters to determine the degree of probability that the Company will incur a material loss as a result of such matters as well as the range of possible loss. An estimated loss contingency is accrued in the Company’s financial statements if it is probable the Company will incur a loss and the amount of the loss can be reasonably estimated. The Company reviews all claims, proceedings and investigations at least quarterly and establishes or adjusts any accruals for such matters to reflect the impact of negotiations, settlements, advice of legal counsel and other information and events pertaining to a particular matter. All legal costs associated with such matters are expensed as incurred. Because of uncertainties related to pending actions, the Company is currently unable to predict the ultimate outcome of such legal actions, and, with respect to any legal action where no liability has been accrued, to make a meaningful estimate of the reasonably possible loss or range of loss that could result from an adverse outcome. Historically, the claims, proceedings and investigations brought against the Company, individually and in the aggregate, have not had a material adverse effect on the consolidated results of operations, cash flows or financial position of the Company. As of September 30, 2018, there were no claims, proceedings or litigation involving the Company that management believes would have a material adverse impact on its business, financial position, results of operations, or cash flows. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 11. Fair Value Measurements The Company’s financial instruments consist primarily of cash and cash equivalents, trade and other receivables, derivative instruments, accounts payable, long-term debt and accrued liabilities. The carrying value of the Company’s accounts receivable, trade payables and accrued liabilities approximates fair value due to their short-term maturity. The Company may adjust the carrying amount of certain non-financial assets to fair value on a non-recurring basis when they are impaired. The estimated carrying amount and fair value of the Company’s financial instruments measured and recorded at fair value on a recurring basis at September 30, 2018 is as follows (in thousands): Fair Value Measurements as of September 30, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Recurring: Non-current liabilities Derivative liability (Note 4) $ - $ (939 ) $ - $ (939 ) The estimated carrying amount and fair value of the Company’s financial instruments measured and recorded at fair value on a recurring basis at December 31, 2017 is as follows (in thousands): Fair Value Measurements as of December 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Recurring: Non-current liabilities Derivative liability (Note 4) $ - $ (2,364 ) $ - $ (2,364 ) The fair values of derivative assets and liabilities are determined using quantitative models that utilize multiple market inputs including interest rates and exchange rates to generate continuous yield or pricing curves and volatility factors to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services. The fair values of derivative assets and liabilities include adjustments for market liquidity, counterparty credit quality and other instrument-specific factors, where appropriate. In addition, the Company incorporates within its fair value measurements a valuation adjustment to reflect the credit risk associated with the net position. Positions are netted by counterparties, and fair value for net long exposures is adjusted for counterparty credit risk while the fair value for net short exposures is adjusted for the Company’s own credit risk. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes For the three and nine months ended September 30, 2018, the Company's effective tax rates were 25.0% and 25.8% , respectively. The variance from the statutory federal tax rate of 21.0% for the three months ended September 30, 2018 was primarily due to state income taxes, non-deductible items and a foreign rate differential, partially offset by a reduction in valuation allowance treated as a discrete item during the quarter. The variance from the statutory federal rate of 21.0% for the nine months ended September 30, 2018 was primarily due to the same items impacting the three-month rate, partially offset by a refinement of the provisional estimate of the one-time repatriation tax under the Tax Act treated as a discrete item during the first quarter. For the three and nine months ended September 30, 2017, the Company's effective tax rates were 66.2% and 41.2% . The variance from the statutory federal tax rate of 35.0% for both periods was primarily due to state income taxes and non-deductible items. On January 1, 2018, the Company adopted ASU 2018-02, Income Statement-Reporting Comprehensive Income Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. On December 22, 2017, the United States government enacted the Tax Act resulting in significant modifications to existing law. The Company follows the guidance in Securities and Exchange Commission Staff Accounting Bulletin ("SAB") 118, which provides additional clarification regarding the application of ASC Topic 740 in situations where the Company does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Tax Act for the reporting period in which the Tax Act was enacted. SAB 118 provides for a measurement period beginning in the reporting period that includes the Tax Act’s enactment date and ending when the Company has obtained, prepared, and analyzed the information needed in order to complete the accounting requirements but in no circumstance should the measurement period extend beyond one year from the enactment date. As of September 30, 2018, the Company has completed the accounting for the effects of the Tax Act except for the repricing of ending deferred taxes due to the reduction in the corporate tax rate and the impact of the one-time deemed repatriation transition tax on unrepatriated foreign earnings. As a result, the Company's financial statements reflect these effects of the Tax Act as provisional based on a reasonable estimate of the income tax effects. As of December 31, 2017, the Company had included a provisional reduction in deferred tax liability and corresponding provisional reduction in tax provision expense of $9.1 million in relation to the repricing of its ending deferred tax balance. The provisional amount was and is based on information currently available at that time, including estimated book to tax adjustments. As of September 30, 2018, the Company continues to gather and analyze information, including any future legislative tax developments at the federal or state jurisdictions, in order to complete the accounting for the repricing of the ending deferred balances. The Company has also included a provisional income tax payable in the amount of $0.2 million related to the one-time deemed repatriation transition tax on unrepatriated foreign earnings. The provisional amount is based on information currently available, including estimated tax earnings and profits and tax pools from foreign investments. In addition, the income tax payable has been calculated by electing out of the use of net operating losses in order to maximize the use of foreign tax credits. The Company has also estimated the state tax impact of the Tax Act. The Company continues to gather and analyze information, including historical adjustments to earnings and profits of foreign subsidiaries and the available elections, in order to complete the accounting for the effects of the estimated transition tax. Any future legislative tax developments at the federal or state jurisdictions will need to be examined for potential application. It is the intention of the Company to complete the necessary analysis within the measurement period. The Company considers the earnings of non-U.S. subsidiaries to be indefinitely invested outside the United States based on estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and the Company's specific plans for reinvestment of those subsidiary earnings. As required by the Tax Act, as of September 30, 2018 and December 31, 2017, the Company has recorded a provisional tax liability related to the U.S. federal income taxes of approximately $8.2 million and $10.2 million, respectively, of undistributed earnings of foreign subsidiaries indefinitely invested outside the United States. However, the Company has not recorded a deferred tax liability for state and foreign withholding taxes associated with the repatriation of those foreign earnings. If the Company decides to repatriate the foreign earnings, it would need to adjust its income tax provision in the period it determined that the earnings will no longer be indefinitely invested outside the United States. The Company has no present intention to repatriate any of its foreign earnings. |
Segments
Segments | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segments | 13. Segments Segment information is presented in accordance with ASC 280, Segment Reporting Based on the provisions of ASC 280, the Company has defined its operating segments by considering management structure and product offerings. This evaluation resulted in one reportable segment. As discussed in Note 3, Discontinued Operations, the Company entered into a definitive agreement to sell the Disposed Business, which was previously reported as the Mechanical Insulation segment. The previously reported amounts for the mechanical insulation segment have been reclassified to discontinued operations for all periods presented. The Company’s continuing operations now consist of what was previously reported as the Specialty Building Products segment for all periods presented. Revenues are attributed to each country based on the location in which sales originate and in which assets are located. The following table provides information about the Company by geographic areas (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 United States $ 487,934 $ 411,576 $ 1,354,062 $ 1,186,249 Canada 54,339 56,315 174,091 160,192 Total $ 542,273 $ 467,891 $ 1,528,153 $ 1,346,441 The following table sets forth property, plant and equipment, goodwill and intangibles by geographic area (in thousands): September 30, 2018 December 31, 2017 Property, plant and equipment, net United States $ 138,684 $ 128,895 Canada 14,702 15,629 Total property, plant and equipment, net $ 153,386 $ 144,524 Goodwill United States $ 455,376 $ 425,931 Canada 25,884 26,797 Total goodwill $ 481,260 $ 452,728 Intangibles, net United States $ 139,948 $ 157,442 Canada 5,431 7,094 Total intangibles, net $ 145,379 $ 164,536 The Company’s net sales by major product line, gross profit and gross margin, are as follows: Three Months Ended September 30, Change 2018 2017 $ % (dollars in thousands) Wallboard (1) $ 203,991 37.6 % $ 179,362 38.3 % $ 24,629 13.7 % Suspended ceiling systems 104,422 19.3 % 91,933 19.6 % 12,489 13.6 % Metal framing 98,576 18.2 % 71,420 15.3 % 27,156 38.0 % Complementary and other products 135,284 24.9 % 125,176 26.8 % 10,108 8.1 % Total net sales $ 542,273 100.0 % $ 467,891 100.0 % $ 74,382 15.9 % Total gross profit $ 154,037 $ 135,883 $ 18,154 13.4 % Total gross margin 28.4 % 29.0 % (0.6 )% (1) For the three months ended September 30, 2017, wallboard accessories have been reclassified from “Wallboard” to “Complementary and other products” to conform to the current year presentation. Nine Months Ended September 30, Change 2018 2017 $ % (dollars in thousands) Wallboard (1) $ 583,242 38.2 % $ 528,556 39.3 % $ 54,686 10.3 % Suspended ceiling systems 288,356 18.9 % 247,921 18.4 % 40,435 16.3 % Metal framing 264,019 17.3 % 212,486 15.8 % 51,533 24.3 % Complementary and other products 392,536 25.7 % 357,478 26.5 % 35,058 9.8 % Total net sales $ 1,528,153 100.0 % $ 1,346,441 100.0 % $ 181,712 13.5 % Total gross profit $ 434,741 $ 389,037 $ 45,704 11.7 % Total gross margin 28.4 % 28.9 % (0.5 )% (1) For the nine months ended September 30, 2017, wallboard accessories have been reclassified from “Wallboard” to “Complementary and other products” to conform to the current year presentation. |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | 14. Other Current Liabilities The balance of other current liabilities consisted of the following as of September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Accrued expenses $ 5,452 $ 6,919 Accrued interest 1,847 18,093 Accrued other 15,696 12,258 Total other current liabilities $ 22,995 $ 37,270 |
(Loss) Earnings Per Share
(Loss) Earnings Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
(Loss) Earnings Per Share | 15. (Loss) Earnings Per Share Basic (loss) earnings per share represents net (loss) income for the period, divided by the weighted average number of shares of common stock outstanding for the period. The following are the number of shares of common stock used to compute the basic and diluted earnings per share for each period: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Weighted average shares used in basic computations 42,894,474 42,865,407 42,889,430 41,021,808 Dilutive effect of stock options and restricted stock units 22,756 4,984 15,843 2,127 Weighted average shares used in diluted computations 42,917,230 42,870,391 42,905,273 41,023,935 For the three and nine months ended September 30, 2018, there were approximately 66,619 and 135,780 shares, respectively, not included in the computation of diluted weighted average shares because their effect would have been antidilutive. For the three and nine months ended September 30, 2017, there were approximately 9,232 and 110,165 shares, respectively, not included in the computation of diluted weighted average shares because their effect would have been antidilutive. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events On October 1, 2018, the Company acquired the operations and substantially all of the assets of Agan Drywall Supply, Inc., Agan Drywall Supply Rapid City Inc., and Agan Tri-State Drywall Supply, Inc. (collectively “Agan”). Agan was a distributor of building materials with product offerings including wallboard, metal framing, insulation and complementary products, which operated three branches in South Dakota and Iowa. On November 1, 2018, the Company completed the sale of the Disposed Business, which is presented as discontinued operations for all periods as discussed in Note 3, Discontinued Operations. The Company received $122.5 million in cash and expects to record a gain during the fourth quarter of 2018. The net proceeds from the transaction will be used to pay down the 2018 Revolving Credit Facility. |
Business and Basis of Present_2
Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation with respect to the interim financial statements, have been included. The results of operations for interim periods are not necessarily indicative of the results for full fiscal years. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended December 31, 2017, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2018 (the "2017 10-K"), which do not include the discontinued operations from the sale of the mechanical insulation segment. The Company plans to retrospectively adjust previously reported audited financial statements to recognize the discontinued operations for the sale of the mechanical insulation segment when it files its 2018 10-K in 2019. When the sale of the mechanical insulation segment closes, the Company will file a Current Report on Form 8-K with pro forma financial statements that will include full year 2016 and 2017 statements of operations. As discussed in Note 3, Discontinued Operations, the Company has entered into a definitive agreement to sell its mechanical insulation business, which was previously reported as the mechanical insulation segment. The previously reported amounts for the mechanical insulation segment have been reclassified to discontinued operations for all periods presented. The Company’s continuing operations now consist of what was previously reported as the Specialty Building Products segment for all periods presented |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All intercompany balances and transactions have been eliminated. |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards On January 1, 2018, the Company adopted new revenue recognition guidance, Accounting Standard Codification ("ASC") 606, Revenue from Contracts with Customers and all related amendments, using the modified retrospective method. The Company has concluded that the adoption did not have a material impact on its consolidated financial statements. Revenue Recognition Revenue is recognized upon transfer of control of promised products to customers in an amount that reflects the consideration expected to be received in exchange for those products. The applicable shipping and handling costs invoiced to the customer are included in "Selling, general and administrative" expenses in the accompanying consolidated statements of operations. All revenue recognized is net of sales taxes collected, which are subsequently remitted to the appropriate governmental authorities. Performance Obligations The performance obligation for product sales is met at a point in time, when the product is delivered and control is transferred to the customer. At inception of a contract with a customer, the price and quantity of goods are fixed. However, the Company offers discounts on terms and rebate incentives to select customers. The Company also gives customers the right to return eligible products. Significant Judgments The Company calculates the allowance for sales returns, early pay discounts and customer rebates using the expected value method and believes its current methodology properly constrains revenue. The Company does not believe that a significant reversal in the amount of cumulative revenue recognized will occur when the uncertainty associated with the variable consideration is resolved. Practical Expedients In addition to the aforementioned practical expedient, the Company has elected the practical expedient as allowed by ASC 606-10-32-18, which states that an entity need not adjust the promised amount of consideration for the effects of a significant financing component if the entity expects, at contract inception, that the period between when the entity transfers promised goods or services to a customer and when the customer pays for those goods or services will be one year or less. In January 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-01, Financial Instruments Overall Recognition and Measurement of Financial Assets and Financial Liabilities In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows Classification of Certain Cash Receipts and Cash Payments. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations Clarifying the Definition of a Business On January 1, 2018, the Company adopted ASU 2018-02, Income Statement-Reporting Comprehensive Income Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. Recently Issued Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, Leases In January 2017, the FASB issued ASU No. 2017-04, Intangibles and Other Simplifying the Test for Goodwill Impairment |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Schedule of Discontinued Operations of Balance Sheet and Income Statement | The carrying amount of the assets, and liabilities of the Disposed Business, have been reclassified from their historical balance sheet presentation to current and noncurrent assets and current and noncurrent liabilities held for sale as follows: September 30, 2018 December 31, 2017 Accounts receivable—net of allowance for doubtful accounts of $410 and $655, respectively $ 51,520 $ 41,932 Other receivables 3,952 3,975 Inventories 37,243 36,190 Prepaid expenses and other current assets 1,108 851 Property and equipment, net 6,753 - Intangible assets, net 21,605 - Goodwill 6,007 - Other assets - - Current assets held for sale $ 128,188 $ 82,948 Property and equipment, net $ - $ 6,884 Intangible assets, net - 25,234 Goodwill - 6,009 Deferred income taxes - 93 Other assets - - Noncurrent assets held for sale $ - $ 38,220 Accounts payable $ 17,197 $ 21,885 Accrued payroll and employee benefits 2,619 3,238 Accrued taxes 1,381 787 Other liabilities 5,328 3,823 Deferred income taxes 74 - Current liabilities held for sale $ 26,599 $ 29,733 Other liabilities $ - $ 982 Noncurrent liabilities held for sale $ - $ 982 The operating results of the Disposed Business that are reflected in the unaudited condensed consolidated statements of operations within net income from discontinued operations are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net sales $ 82,533 $ 67,555 $ 237,923 $ 197,692 Cost of goods sold 60,125 48,655 172,682 142,503 Gross profit 22,408 18,900 65,241 55,189 Operating expenses: Selling, general and administrative 17,078 15,150 49,481 44,775 Depreciation and amortization 1,561 1,495 4,637 4,490 Total operating expenses 18,639 16,645 54,118 49,265 Income from operations 3,769 2,255 11,123 5,924 Interest expense (11 ) (15 ) (36 ) (47 ) Other income (expense), net 5 10 (5 ) (5 ) Income from discontinued operations before income taxes 3,763 2,250 11,082 5,872 Income tax expense 991 973 3,169 2,433 Net income from discontinued operations, net of tax $ 2,772 $ 1,277 $ 7,913 $ 3,439 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date for the acquisitions summarized above (collectively, the "2018 acquisitions") (in thousands): Nine Months Ended September 30, 2018 Assets acquired: Cash $ 672 Accounts receivable 15,798 Other receivables 1,164 Inventories 8,363 Prepaid and other current assets 73 Property and equipment 7,864 Goodwill 29,286 Intangible assets 13,600 Other assets 74 Total assets acquired 76,894 Liabilities assumed: Accounts payable (5,446 ) Accrued expenses and other current liabilities (442 ) Total liabilities assumed (5,888 ) Total net assets acquired $ 71,006 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The change in goodwill from December 31, 2017, to September 30, 2018, consisted of the following (in thousands): Carrying Value Balance at December 31, 2017 $ 452,728 Goodwill acquired 29,286 Purchase price allocation adjustments 87 Impact of foreign exchange rates (841 ) Balance at September 30, 2018 $ 481,260 |
Schedule of Finite-Lived Intangible Assets | The following is the gross carrying value and accumulated amortization of the Company’s identifiable intangible assets as of September 30, 2018, and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade names $ 15,980 $ (9,636 ) $ 6,344 $ 15,980 $ (7,283 ) $ 8,697 Customer relationships 238,785 (102,315 ) 136,470 225,488 (72,349 ) 153,139 Other intangible assets 3,472 (907 ) 2,565 3,462 (763 ) 2,700 $ 258,237 $ (112,858 ) $ 145,379 $ 244,930 $ (80,395 ) $ 164,536 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | (in thousands) September 30, 2018 December 31, 2017 2018 Term Loan Facility $ 446,625 $ - Unamortized deferred financing costs - term loan (7,784 ) - Revolving credit facilities 305,704 47,486 Unamortized deferred financing costs - revolving credit facilities (4,901 ) (3,164 ) Senior secured notes - 575,000 Unamortized debt issuance costs - senior secured notes - (40,621 ) $ 739,644 $ 578,701 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive income (loss) for the nine months ended September 30, 2018, were as follows (in thousands): Cumulative unrealized foreign currency translation gain (loss) Unrealized (loss) gain on derivative, net of tax Total Balance at December 31, 2017 $ 3,863 $ (1,509 ) $ 2,354 Other comprehensive (loss) income (2,724 ) 839 (1,885 ) Balance at September 30, 2018 $ 1,139 $ (670 ) $ 469 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | The estimated carrying amount and fair value of the Company’s financial instruments measured and recorded at fair value on a recurring basis at September 30, 2018 is as follows (in thousands): Fair Value Measurements as of September 30, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Recurring: Non-current liabilities Derivative liability (Note 4) $ - $ (939 ) $ - $ (939 ) The estimated carrying amount and fair value of the Company’s financial instruments measured and recorded at fair value on a recurring basis at December 31, 2017 is as follows (in thousands): Fair Value Measurements as of December 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Recurring: Non-current liabilities Derivative liability (Note 4) $ - $ (2,364 ) $ - $ (2,364 ) |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Revenues are attributed to each country based on the location in which sales originate and in which assets are located. The following table provides information about the Company by geographic areas (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 United States $ 487,934 $ 411,576 $ 1,354,062 $ 1,186,249 Canada 54,339 56,315 174,091 160,192 Total $ 542,273 $ 467,891 $ 1,528,153 $ 1,346,441 |
Schedule of Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The following table sets forth property, plant and equipment, goodwill and intangibles by geographic area (in thousands): September 30, 2018 December 31, 2017 Property, plant and equipment, net United States $ 138,684 $ 128,895 Canada 14,702 15,629 Total property, plant and equipment, net $ 153,386 $ 144,524 Goodwill United States $ 455,376 $ 425,931 Canada 25,884 26,797 Total goodwill $ 481,260 $ 452,728 Intangibles, net United States $ 139,948 $ 157,442 Canada 5,431 7,094 Total intangibles, net $ 145,379 $ 164,536 |
Schedule of Revenue from External Customers by Products and Services | The Company’s net sales by major product line, gross profit and gross margin, are as follows: Three Months Ended September 30, Change 2018 2017 $ % (dollars in thousands) Wallboard (1) $ 203,991 37.6 % $ 179,362 38.3 % $ 24,629 13.7 % Suspended ceiling systems 104,422 19.3 % 91,933 19.6 % 12,489 13.6 % Metal framing 98,576 18.2 % 71,420 15.3 % 27,156 38.0 % Complementary and other products 135,284 24.9 % 125,176 26.8 % 10,108 8.1 % Total net sales $ 542,273 100.0 % $ 467,891 100.0 % $ 74,382 15.9 % Total gross profit $ 154,037 $ 135,883 $ 18,154 13.4 % Total gross margin 28.4 % 29.0 % (0.6 )% (1) For the three months ended September 30, 2017, wallboard accessories have been reclassified from “Wallboard” to “Complementary and other products” to conform to the current year presentation. Nine Months Ended September 30, Change 2018 2017 $ % (dollars in thousands) Wallboard (1) $ 583,242 38.2 % $ 528,556 39.3 % $ 54,686 10.3 % Suspended ceiling systems 288,356 18.9 % 247,921 18.4 % 40,435 16.3 % Metal framing 264,019 17.3 % 212,486 15.8 % 51,533 24.3 % Complementary and other products 392,536 25.7 % 357,478 26.5 % 35,058 9.8 % Total net sales $ 1,528,153 100.0 % $ 1,346,441 100.0 % $ 181,712 13.5 % Total gross profit $ 434,741 $ 389,037 $ 45,704 11.7 % Total gross margin 28.4 % 28.9 % (0.5 )% (1) For the nine months ended September 30, 2017, wallboard accessories have been reclassified from “Wallboard” to “Complementary and other products” to conform to the current year presentation. |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | The balance of other current liabilities consisted of the following as of September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Accrued expenses $ 5,452 $ 6,919 Accrued interest 1,847 18,093 Accrued other 15,696 12,258 Total other current liabilities $ 22,995 $ 37,270 |
(Loss) Earnings Per Share (Tabl
(Loss) Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following are the number of shares of common stock used to compute the basic and diluted earnings per share for each period: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Weighted average shares used in basic computations 42,894,474 42,865,407 42,889,430 41,021,808 Dilutive effect of stock options and restricted stock units 22,756 4,984 15,843 2,127 Weighted average shares used in diluted computations 42,917,230 42,870,391 42,905,273 41,023,935 |
Business and Basis of Present_3
Business and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | Feb. 24, 2017shares | Feb. 15, 2017USD ($)$ / sharesshares | Sep. 26, 2018employeelocation |
Class of Stock [Line Items] | |||
Proceeds from issuance of stock | $ 164,000 | ||
IPO | |||
Class of Stock [Line Items] | |||
Options exercised by underwriters to purchase additional shares (in shares) | shares | 12,800,000 | ||
Public offering price of stock (in dollars per share) | $ / shares | $ 14 | ||
Stock issued during period | $ 164,000 | ||
IPO | Common Stock | |||
Class of Stock [Line Items] | |||
Stock issued during period | $ 13,000 | ||
Parent 2 | Over-Allotment Option | |||
Class of Stock [Line Items] | |||
Options exercised by underwriters to purchase additional shares (in shares) | shares | 1,920,000 | ||
U.S. and Canada | |||
Class of Stock [Line Items] | |||
Number of employees (more than) | employee | 3,400 | ||
Number of branch locations (more than) | location | 170 |
Recently Issued Accounting St_2
Recently Issued Accounting Standards (Details) - USD ($) | Jan. 01, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||||
Reclassification from accumulated other comprehensive income to retained earnings | $ 200,000 | $ 200,000 | ||||
Corporate federal tax rate | 21.00% | 35.00% | 21.00% | 35.00% | 35.00% | |
Minimum | Accounting Standards Update 2016-02 | ||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||||
Right of use asset and related lease liability | $ 90,000,000 | |||||
Maximum | Accounting Standards Update 2016-02 | ||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||||
Right of use asset and related lease liability | $ 110,000,000 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) $ in Millions | Sep. 26, 2018USD ($) |
Stock and Asset Purchase Agreement | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Aggregate consideration | $ 122.5 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Carrying Amount of Assets and Liabilities of Disposed Business Reclassified from Historical Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Discontinued Operations And Disposal Groups [Abstract] | ||
Accounts receivable—net of allowance for doubtful accounts of $410 and $655, respectively | $ 51,520 | $ 41,932 |
Other receivables | 3,952 | 3,975 |
Inventories | 37,243 | 36,190 |
Prepaid expenses and other current assets | 1,108 | 851 |
Property and equipment, net | 6,753 | 0 |
Intangible assets, net | 21,605 | 0 |
Goodwill | 6,007 | 0 |
Other assets | 0 | 0 |
Current assets held for sale | 128,188 | 82,948 |
Property and equipment, net | 0 | 6,884 |
Intangible assets, net | 0 | 25,234 |
Goodwill | 0 | 6,009 |
Deferred income taxes | 0 | 93 |
Other assets | 0 | 0 |
Noncurrent assets held for sale | 0 | 38,220 |
Accounts payable | 17,197 | 21,885 |
Accrued payroll and employee benefits | 2,619 | 3,238 |
Accrued taxes | 1,381 | 787 |
Other liabilities | 5,328 | 3,823 |
Deferred income taxes | 74 | 0 |
Current liabilities held for sale | 26,599 | 29,733 |
Other liabilities | 0 | 982 |
Noncurrent liabilities held for sale | $ 0 | $ 982 |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of Carrying Amount of Assets and Liabilities of Disposed Business Reclassified from Historical Balance Sheet (Parenthetical) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Discontinued Operations And Disposal Groups [Abstract] | ||
Allowance for doubtful accounts | $ 410 | $ 655 |
Discontinued Operations - Sch_3
Discontinued Operations - Schedule of Operating Results of Disposed Business Reflected within Net Income From Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Discontinued Operations And Disposal Groups [Abstract] | ||||
Net sales | $ 82,533 | $ 67,555 | $ 237,923 | $ 197,692 |
Cost of goods sold | 60,125 | 48,655 | 172,682 | 142,503 |
Gross profit | 22,408 | 18,900 | 65,241 | 55,189 |
Operating expenses: | ||||
Selling, general and administrative | 17,078 | 15,150 | 49,481 | 44,775 |
Depreciation and amortization | 1,561 | 1,495 | 4,637 | 4,490 |
Total operating expenses | 18,639 | 16,645 | 54,118 | 49,265 |
Income from operations | 3,769 | 2,255 | 11,123 | 5,924 |
Interest expense | (11) | (15) | (36) | (47) |
Other income (expense), net | 5 | 10 | (5) | (5) |
Income from discontinued operations before income taxes | 3,763 | 2,250 | 11,082 | 5,872 |
Income tax expense | 991 | 973 | 3,169 | 2,433 |
Net income from discontinued operations, net of tax | $ 2,772 | $ 1,277 | $ 7,913 | $ 3,439 |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Details) - USD ($) | Aug. 15, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Derivative [Line Items] | ||||||
Unrealized gain (loss) on derivative, taxes | $ (500,000) | $ (1,000,000) | $ 500,000 | $ (1,900,000) | ||
Fair value of embedded derivative liability | $ 0 | |||||
Senior Secured Notes Due 2021 | ||||||
Derivative [Line Items] | ||||||
Principal amount of debt | $ 575,000,000 | |||||
Redemption price percentage | 104.125% | |||||
Senior Secured Notes Due 2021 | Scenario One | ||||||
Derivative [Line Items] | ||||||
Redemption price percentage | 100.00% | |||||
Other (Expense) Income, Net | ||||||
Derivative [Line Items] | ||||||
Change in fair value in amount included as other income (expense) | 0 | 0 | $ 0 | 13,200,000 | ||
Designated as Hedging Instrument | Foreign Exchange Contract | ||||||
Derivative [Line Items] | ||||||
Notional foreign exchange contract outstanding | 88,000,000 | 88,000,000 | 88,000,000 | |||
Gain (loss) related to related to the ineffective portion of the net investment hedge | (1,400,000) | (1,600,000) | 800,000 | (3,000,000) | ||
Unrealized gain (loss) on derivative, taxes | 500,000 | (1,000,000) | 500,000 | (1,900,000) | ||
Designated as Hedging Instrument | Foreign Exchange Contract | Other (Expense) Income, Net | ||||||
Derivative [Line Items] | ||||||
Gain (loss) related to related to the ineffective portion of the net investment hedge | (78,000) | 56,000 | ||||
Ineffective portion of loss | $ 111,000 | $ 205,000 | ||||
Designated as Hedging Instrument | Foreign Exchange Contract | Other Long-Term Liabilities | ||||||
Derivative [Line Items] | ||||||
Fair value liability of derivative instrument | $ 1,000,000 | $ 1,000,000 | $ 2,400,000 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Millions | 9 Months Ended | ||
Sep. 30, 2018USD ($)acquisition | Aug. 01, 2018branch | Feb. 01, 2018branch | |
Business Acquisition [Line Items] | |||
Number of acquisitions | acquisition | 3 | ||
Ciesco | Pennsylvania and Virginia | |||
Business Acquisition [Line Items] | |||
Number of branches | 6 | ||
ArmCom Distributing Company | Minnesota, North Dakota, South Dakota and Nebraska | |||
Business Acquisition [Line Items] | |||
Number of branches | 5 | ||
RM Supply | Wentzville and Herculaneum, Missouri | |||
Business Acquisition [Line Items] | |||
Number of branches | 2 | ||
Series of Individually Immaterial Business Acquisitions | |||
Business Acquisition [Line Items] | |||
Purchase price of acquisitions | $ | $ 71 |
Acquisitions - Schedule of Reco
Acquisitions - Schedule of Recognized Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Assets acquired: | ||
Goodwill | $ 481,260 | $ 452,728 |
Series of Individually Immaterial Business Acquisitions | ||
Assets acquired: | ||
Cash | 672 | |
Accounts receivable | 15,798 | |
Other receivables | 1,164 | |
Inventories | 8,363 | |
Prepaid and other current assets | 73 | |
Property and equipment | 7,864 | |
Goodwill | 29,286 | |
Intangible assets | 13,600 | |
Other assets | 74 | |
Total assets acquired | 76,894 | |
Liabilities assumed: | ||
Accounts payable | (5,446) | |
Accrued expenses and other current liabilities | (442) | |
Total liabilities assumed | (5,888) | |
Total net assets acquired | $ 71,006 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Change in Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 452,728 |
Goodwill acquired | 29,286 |
Purchase price allocation adjustments | 87 |
Impact of foreign exchange rates | (841) |
Ending balance | $ 481,260 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 258,237 | $ 244,930 |
Accumulated Amortization | (112,858) | (80,395) |
Net Carrying Amount | 145,379 | 164,536 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 15,980 | 15,980 |
Accumulated Amortization | (9,636) | (7,283) |
Net Carrying Amount | 6,344 | 8,697 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 238,785 | 225,488 |
Accumulated Amortization | (102,315) | (72,349) |
Net Carrying Amount | 136,470 | 153,139 |
Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,472 | 3,462 |
Accumulated Amortization | (907) | (763) |
Net Carrying Amount | $ 2,565 | $ 2,700 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Weighted average amortization period | 3 years 6 months |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Aug. 13, 2018 | Dec. 31, 2017 |
Line of Credit Facility [Line Items] | |||
Long-term debt | $ 739,644 | $ 578,701 | |
2018 Term Loan Facility | |||
Line of Credit Facility [Line Items] | |||
Long-term debt, gross | 446,625 | ||
Unamortized deferred financing costs | (7,784) | ||
Revolving Credit Facilities | |||
Line of Credit Facility [Line Items] | |||
Long-term debt, gross | 305,704 | 47,486 | |
Unamortized deferred financing costs | $ (4,901) | $ (700) | (3,164) |
Senior secured notes | Senior Secured Notes Due 2021 | |||
Line of Credit Facility [Line Items] | |||
Long-term debt, gross | 575,000 | ||
Unamortized deferred financing costs | $ (40,621) |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | Aug. 15, 2018 | Aug. 13, 2018 | Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||||
Outstanding borrowings | $ 305,704,000 | $ 305,704,000 | $ 47,486,000 | ||
2018 Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Principal amount of debt | $ 400,000,000 | ||||
Debt instrument, maturity date | Aug. 13, 2023 | ||||
Outstanding borrowings | 305,700,000 | 305,700,000 | |||
Available aggregate undrawn borrowing capacity | $ 94,300,000 | $ 94,300,000 | |||
Weighted average interest rate during period | 3.70% | ||||
Deferred financing costs | $ 2,600,000 | ||||
2018 Revolving Credit Facility | FILO Subfacility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 25,000,000 | ||||
Description of credit availability | (a) 5% of the book value of eligible trade accounts (as defined in the 2018 Revolving Credit Facility) of each U.S. loan party (subject to such percentage being automatically reduced by 0.278% on each FILO amortization date (as defined in the 2018 Revolving Credit Facility)), plus (b) 10% of the value of eligible inventory (as defined in the 2018 Revolving Credit Facility) of each U.S. loan party (subject to such percentage being automatically reduced by 0.556% on each FILO amortization date (as defined in the 2018 Revolving Credit Facility)), minus (c) eligible reserves on the U.S. borrowing base. | ||||
Margin rate, basis points | 0.50% | ||||
2018 Revolving Credit Facility | FILO Subfacility | Inventory | |||||
Debt Instrument [Line Items] | |||||
Percentage of credit availability | 10.00% | ||||
Decrease in percentage of credit availability on each amortization date | 0.556% | ||||
2018 Revolving Credit Facility | FILO Subfacility | Trade Accounts | |||||
Debt Instrument [Line Items] | |||||
Percentage of credit availability | 5.00% | ||||
Decrease in percentage of credit availability on each amortization date | 0.278% | ||||
2018 Revolving Credit Facility | U.S. and Canadian Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Description of credit availability | (a) 85% of eligible trade accounts (as defined in the 2018 Revolving Credit Facility), plus (b) 90% of eligible credit card accounts (as defined in the 2018 Revolving Credit Facility), plus (c) the lesser of (i) 75% of the value of the eligible inventory (as defined in the 2018 Revolving Credit Facility) and (ii) 85% of the net orderly liquidation value of the eligible inventory, plus (d) the lesser of (i) 85% of the net orderly liquidation value of eligible qualifying equipment and (ii) the amount obtained by multiplying (A) the amount obtained by dividing (x) the amount set forth in clause (c)(i) above by (y) the net book value of all eligible qualifying equipment as of the most recent annual appraisal, by (B) the net book value of eligible qualifying equipment (subject to amounts contributed to the borrowing base pursuant to this clause (d) being capped at the lesser of $50.0 million and 15% of the loan limit (as defined in the 2018 Revolving Credit Facility), plus (e) eligible cash (as defined in the 2018 Revolving Credit Facility), minus (f) any eligible reserves on the borrowing base (as defined in the 2018 Revolving Credit Facility). | ||||
Credit availabilty, capped amount | $ 50,000,000 | ||||
2018 Revolving Credit Facility | U.S. and Canadian Revolving Credit Facility | Credit Card Accounts | |||||
Debt Instrument [Line Items] | |||||
Percentage of credit availability | 90.00% | ||||
2018 Revolving Credit Facility | U.S. and Canadian Revolving Credit Facility | Inventory | |||||
Debt Instrument [Line Items] | |||||
Percentage of credit availability | 75.00% | ||||
2018 Revolving Credit Facility | U.S. and Canadian Revolving Credit Facility | Net Orderly Liquidation Value of Inventory | |||||
Debt Instrument [Line Items] | |||||
Percentage of credit availability | 85.00% | ||||
2018 Revolving Credit Facility | U.S. and Canadian Revolving Credit Facility | Net Orderly Liquidation Value of Qualifying Equipment | |||||
Debt Instrument [Line Items] | |||||
Percentage of credit availability | 85.00% | ||||
2018 Revolving Credit Facility | U.S. and Canadian Revolving Credit Facility | Loan Limit | |||||
Debt Instrument [Line Items] | |||||
Percentage of credit availability | 15.00% | ||||
2018 Revolving Credit Facility | U.S. and Canadian Revolving Credit Facility | Trade Accounts | |||||
Debt Instrument [Line Items] | |||||
Percentage of credit availability | 85.00% | ||||
Revolving Credit Facilities | |||||
Debt Instrument [Line Items] | |||||
Weighted average interest rate during period | 3.40% | ||||
Termination of revolving credit facility | $ 300,000,000 | ||||
Deferred financing costs | 700,000 | $ 4,901,000 | $ 4,901,000 | 3,164,000 | |
U.S. | 2018 Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 375,000,000 | ||||
U.S. | 2018 Revolving Credit Facility | Letter of Credit Subfacility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 10,000,000 | ||||
U.S. | 2018 Revolving Credit Facility | Short-term Borrowings | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 50,000,000 | ||||
Canada | 2018 Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 75,000,000 | ||||
Canada | 2018 Revolving Credit Facility | Letter of Credit Subfacility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 5,000,000 | ||||
Canada | 2018 Revolving Credit Facility | Short-term Borrowings | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 10,000,000 | ||||
Maximum | 2018 Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Commitment fee percentage | 0.375% | ||||
Total net leverage ratio required | 6.00% | ||||
Minimum | 2018 Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Commitment fee percentage | 0.25% | ||||
Alternate Base Rate or Canadian Prime Rate | Maximum | 2018 Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Margin rate, percentage | 0.75% | ||||
Alternate Base Rate or Canadian Prime Rate | Minimum | 2018 Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Margin rate, percentage | 0.25% | ||||
LIBOR or Canadian CDOR Rate | Maximum | 2018 Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Margin rate, percentage | 1.75% | ||||
LIBOR or Canadian CDOR Rate | Minimum | 2018 Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Margin rate, percentage | 1.25% | ||||
2018 Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Principal amount of debt | $ 450,000,000 | ||||
Interest rate, description | Borrowings under the 2018 Term Loan Facility will bear interest at Holdco’s option at either (a) a LIBOR rate determined by reference to the costs of funds for United States Dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, which shall be no less than 0.00%, plus an applicable margin of 3.25% (or 3.00% if the first lien net leverage ratio (as defined in the 2018 Term Loan Facility) is no greater than 4.00 to 1.00) or (b) a base rate determined by reference to the highest of (1) the prime commercial lending rate published by Royal Bank of Canada as its “prime rate,” (2) the federal funds effective rate plus 0.50% and (3) a one-month LIBOR rate plus 1.0%, plus an applicable margin of 2.25% (or 2.00% if the first lien net leverage ratio (as defined in the 2018 Term Loan Facility) is no greater than 4.00 to 1.00). | ||||
Scheduled quarterly payments of aggregate principal amount, percentage | 0.25% | ||||
Periodic payments, description | quarterly | ||||
Debt instrument, maturity date | Aug. 13, 2025 | ||||
Debt instrument, term | 7 years | ||||
Deferred financing costs | $ 7,784,000 | $ 7,784,000 | |||
2018 Term Loan Facility | Eurodollar | Maximum | |||||
Debt Instrument [Line Items] | |||||
Margin rate, percentage | 0.00% | ||||
2018 Term Loan Facility | LIBOR Rate | |||||
Debt Instrument [Line Items] | |||||
Margin rate, percentage | 3.25% | ||||
2018 Term Loan Facility | LIBOR Rate | Scenario One | |||||
Debt Instrument [Line Items] | |||||
Margin rate, percentage | 3.00% | ||||
2018 Term Loan Facility | LIBOR Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
First lien net leverage ratio | 4.00% | ||||
2018 Term Loan Facility | Federal Funds Effective Rate | |||||
Debt Instrument [Line Items] | |||||
Margin rate, percentage | 0.50% | ||||
2018 Term Loan Facility | One-month LIBOR Rate | |||||
Debt Instrument [Line Items] | |||||
Margin rate, percentage | 1.00% | ||||
2018 Term Loan Facility | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Margin rate, percentage | 2.25% | ||||
2018 Term Loan Facility | Base Rate | Scenario One | |||||
Debt Instrument [Line Items] | |||||
Margin rate, percentage | 2.00% | ||||
2018 Term Loan Facility | Base Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
First lien net leverage ratio | 4.00% | ||||
Senior Secured Notes Due 2021 | |||||
Debt Instrument [Line Items] | |||||
Principal amount of debt | $ 575,000,000 | ||||
Redemption price percentage | 104.125% | ||||
Senior Secured Notes Due 2021 | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Deferred financing costs | $ 40,621,000 | ||||
Principal amount of outstanding notes redeemed | $ 575,000,000 | ||||
Redemption price percentage | 104.125% | ||||
Line of credit facility issue price as percentage of principal amount of notes in private placement | 100.00% | ||||
Interest rate, stated percentage | 8.25% | ||||
Deferred financing costs, original issuance discounts and prepayment premiums | $ 57,800,000 | ||||
Senior Secured Notes Due 2021 | Scenario One | |||||
Debt Instrument [Line Items] | |||||
Redemption price percentage | 100.00% |
Tax Receivable Agreement Liab_2
Tax Receivable Agreement Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | 23 Months Ended | ||||
Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Sep. 30, 2018 | Mar. 31, 2017 | |
Income Tax Contingency [Line Items] | ||||||||
Reduction in federal, state, local and non-US income taxes (in percentage) | 90.00% | |||||||
Liability for tax receivable agreement | $ 135,800 | $ 135,800 | $ 135,800 | $ 135,800 | $ 135,800 | $ 203,800 | ||
Gain in other income, net from tax items | $ 68,000 | |||||||
Federal income tax rate (in percentage) | 21.00% | 35.00% | 21.00% | 35.00% | 35.00% | |||
Payment for tax receivable agreement | 0 | |||||||
Current Liability | ||||||||
Income Tax Contingency [Line Items] | ||||||||
Liability for tax receivable agreement | $ 15,900 | $ 15,900 | $ 15,900 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive (Loss) Income - Narrative (Details) - USD ($) | Jan. 01, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Reclassification from accumulated other comprehensive income to retained earnings | $ 200,000 | $ 200,000 | ||||
Corporate federal tax rate | 21.00% | 35.00% | 21.00% | 35.00% | 35.00% | |
Reclassifications out of accumulated other comprehensive income (loss) | $ 0 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive (Loss) Income - Schedule of Components of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning balance | $ 378,664 | |||
Other comprehensive (loss) income | $ 61 | $ 1,390 | (1,885) | $ 2,648 |
Ending balance | 348,085 | 348,085 | ||
Cumulative unrealized foreign currency translation gain (loss) | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning balance | 3,863 | |||
Other comprehensive (loss) income | (2,724) | |||
Ending balance | 1,139 | 1,139 | ||
Unrealized (loss) gain on derivative, net of tax | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning balance | (1,509) | |||
Other comprehensive (loss) income | 839 | |||
Ending balance | (670) | (670) | ||
Accumulated Other Comprehensive Income (Loss) | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning balance | 2,354 | |||
Ending balance | $ 469 | $ 469 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Carrying Amount of Assets and Liabilities on a Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Non-current liabilities | ||
Derivative Liability | $ (939) | $ (2,364) |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Non-current liabilities | ||
Derivative Liability | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Non-current liabilities | ||
Derivative Liability | (939) | (2,364) |
Significant Unobservable Inputs (Level 3) | ||
Non-current liabilities | ||
Derivative Liability | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | Jan. 01, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||||||
Effective income tax rates (in percentage) | 25.00% | 66.20% | 25.80% | 41.20% | ||
Statutory federal tax rate (in percentage) | 21.00% | 35.00% | 21.00% | 35.00% | 35.00% | |
Reclassification from accumulated other comprehensive income to retained earnings | $ 0.2 | $ 0.2 | ||||
Repricing of deferred tax balance | $ 9.1 | |||||
Provisional income tax payable | $ 0.2 | |||||
Provisional income tax expense | $ 8.2 | $ 8.2 | $ 10.2 |
Segments - Sales by Geographic
Segments - Sales by Geographic Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Revenues by geographic areas | $ 542,273 | $ 467,891 | $ 1,528,153 | $ 1,346,441 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenues by geographic areas | 487,934 | 411,576 | 1,354,062 | 1,186,249 |
Canada | ||||
Segment Reporting Information [Line Items] | ||||
Revenues by geographic areas | $ 54,339 | $ 56,315 | $ 174,091 | $ 160,192 |
Segments - Assets by Area (Deta
Segments - Assets by Area (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 153,386 | $ 144,524 |
Goodwill | 481,260 | 452,728 |
Intangibles, net | 145,379 | 164,536 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 138,684 | 128,895 |
Goodwill | 455,376 | 425,931 |
Intangibles, net | 139,948 | 157,442 |
Canada | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 14,702 | 15,629 |
Goodwill | 25,884 | 26,797 |
Intangibles, net | $ 5,431 | $ 7,094 |
Segments - Schedule of Net Sale
Segments - Schedule of Net Sales From External Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue from External Customer [Line Items] | ||||
Net sales | $ 542,273 | $ 467,891 | $ 1,528,153 | $ 1,346,441 |
Gross Profit | $ 154,037 | $ 135,883 | $ 434,741 | $ 389,037 |
Gross Margin Percentage | 28.40% | 29.00% | 28.40% | 28.90% |
Percentage Change in Gross Margin | (0.60%) | (0.50%) | ||
Percentage Change in Net Sales | 15.90% | 13.50% | ||
Change in Net Sales | $ 74,382 | $ 181,712 | ||
Change in Gross Profit | $ 18,154 | $ 45,704 | ||
Percentage Change in Gross Profit | 13.40% | 11.70% | ||
Wallboard | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | $ 203,991 | $ 179,362 | $ 583,242 | $ 528,556 |
Percentage Change in Net Sales | 10.30% | |||
Change in Net Sales | $ 54,686 | |||
Wallboard | Product Concentration Risk | Sales Revenue, Net | ||||
Revenue from External Customer [Line Items] | ||||
Percentage of Net Sales | 37.60% | 38.30% | 38.20% | 39.30% |
Percentage Change in Net Sales | 13.70% | |||
Change in Net Sales | $ 24,629 | |||
Suspended ceiling systems | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | $ 104,422 | $ 91,933 | $ 288,356 | $ 247,921 |
Percentage Change in Net Sales | 16.30% | |||
Change in Net Sales | $ 40,435 | |||
Suspended ceiling systems | Product Concentration Risk | Sales Revenue, Net | ||||
Revenue from External Customer [Line Items] | ||||
Percentage of Net Sales | 19.30% | 19.60% | 18.90% | 18.40% |
Percentage Change in Net Sales | 13.60% | |||
Change in Net Sales | $ 12,489 | |||
Metal framing | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | $ 98,576 | $ 71,420 | $ 264,019 | $ 212,486 |
Percentage Change in Net Sales | 24.30% | |||
Change in Net Sales | $ 51,533 | |||
Metal framing | Product Concentration Risk | Sales Revenue, Net | ||||
Revenue from External Customer [Line Items] | ||||
Percentage of Net Sales | 18.20% | 15.30% | 17.30% | 15.80% |
Percentage Change in Net Sales | 38.00% | |||
Change in Net Sales | $ 27,156 | |||
Complementary and other products | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | $ 135,284 | $ 125,176 | $ 392,536 | $ 357,478 |
Percentage Change in Net Sales | 9.80% | |||
Change in Net Sales | $ 35,058 | |||
Complementary and other products | Product Concentration Risk | Sales Revenue, Net | ||||
Revenue from External Customer [Line Items] | ||||
Percentage of Net Sales | 24.90% | 26.80% | 25.70% | 26.50% |
Percentage Change in Net Sales | 8.10% | |||
Change in Net Sales | $ 10,108 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Other Liabilities Disclosure [Abstract] | ||
Accrued expenses | $ 5,452 | $ 6,919 |
Accrued interest | 1,847 | 18,093 |
Accrued other | 15,696 | 12,258 |
Total other current liabilities | $ 22,995 | $ 37,270 |
(Loss) Earnings Per Share - Num
(Loss) Earnings Per Share - Number of Shares of Common Stock Used to Compute Basic and Diluted Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Weighted average shares used in basic computations | 42,894,474 | 42,865,407 | 42,889,430 | 41,021,808 |
Dilutive effect of stock options and restricted stock units | 22,756 | 4,984 | 15,843 | 2,127 |
Weighted average shares used in diluted computations | 42,917,230 | 42,870,391 | 42,905,273 | 41,023,935 |
(Loss) Earnings Per Share - Nar
(Loss) Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Antidilutive securities excluded from computation of weighted average common shares (in shares) | 66,619 | 9,232 | 135,780 | 110,165 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event $ in Millions | Nov. 01, 2018USD ($) | Oct. 01, 2018branch |
Subsequent Event [Line Items] | ||
Cash received for sale of discontinued operations | $ | $ 122.5 | |
Agan | South Dakota and Iowa | ||
Subsequent Event [Line Items] | ||
Number of branch locations | branch | 3 |