Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 31, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Select Interior Concepts, Inc. | |
Entity Central Index Key | 1,723,866 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | SIC | |
Entity Common Stock, Shares Outstanding | 25,655,023 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 6,111 | $ 2,547 |
Restricted Cash | 3,000 | 3,000 |
Accounts receivable, net of allowance for doubtful accounts of $190 and $217, respectively | 51,422 | 45,284 |
Inventories | 110,514 | 87,629 |
Prepaid expenses and other current assets | 2,646 | 2,625 |
Income taxes receivable | 1,181 | 1,520 |
Total current assets | 174,874 | 142,605 |
Property and equipment, net of accumulated depreciation of $9,601 and $6,669, respectively | 17,110 | 13,226 |
Deferred tax assets, net | 12,668 | 11,569 |
Goodwill | 66,984 | 66,326 |
Intangible assets, net | 77,100 | 82,263 |
Other assets | 1,204 | 4,257 |
Total assets | 349,940 | 320,246 |
Current liabilities | ||
Current portion of long-term debt, net of financing fees of $528 and $522, respectively | 1,424 | 1,449 |
Current portion of capital lease obligations | 382 | 229 |
Accounts payable | 37,947 | 38,491 |
Accrued expenses and other current liabilities | 26,513 | 19,840 |
Customer deposits | 6,421 | 5,320 |
Total current liabilities | 72,687 | 65,329 |
Long-term debt, net of current portion and financing fees of $1,435 and $1,673, respectively | 92,518 | 86,897 |
Long-term capital lease obligations | 1,013 | 664 |
Line of credit | 35,382 | 19,269 |
Total liabilities | 201,600 | 172,159 |
Commitments and contingencies (see Note 10) | ||
Stockholders' Equity | ||
Additional paid in capital | 155,168 | 153,520 |
Accumulated deficit | (7,084) | (5,689) |
Total stockholders' equity | 148,340 | 148,087 |
Total liabilities and stockholders’ equity | 349,940 | 320,246 |
Class A | ||
Stockholders' Equity | ||
Common stock | 217 | 217 |
Class B | ||
Stockholders' Equity | ||
Common stock | 39 | 39 |
Customer Relationships | ||
Current assets | ||
Intangible assets, net | 63,309 | 68,125 |
Other Intangible assets | ||
Current assets | ||
Intangible assets, net | $ 13,791 | $ 14,138 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Allowance for doubtful accounts | $ 190 | $ 217 |
Accumulated depreciation | 9,601 | 6,669 |
Accumulated amortization | 32,740 | 26,062 |
Current portion of long-term debt, net of financing fees | 528 | 522 |
Non current portion of long-term debt, net of financing fees | 1,435 | 1,673 |
Customer Relationships | ||
Accumulated amortization | $ 29,741 | $ 23,835 |
Class A | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 21,750,000 | 21,750,000 |
Common stock, shares outstanding | 21,750,000 | 21,750,000 |
Class B | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 15,000,000 | 15,000,000 |
Common stock, shares issued | 3,864,626 | 3,864,626 |
Common stock, shares outstanding | 3,864,626 | 3,864,626 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues, net | $ 124,861 | $ 90,361 | $ 229,247 | $ 158,085 |
Cost of revenues | 90,455 | 63,850 | 166,892 | 111,104 |
Gross profit | 34,406 | 26,511 | 62,355 | 46,981 |
Operating expenses: | ||||
General and administrative | 24,480 | 14,655 | 46,022 | 25,709 |
Selling and marketing | 6,316 | 4,800 | 11,773 | 13,523 |
Total operating expenses | 30,796 | 19,455 | 57,795 | 39,232 |
Income from operations | 3,610 | 7,056 | 4,560 | 7,749 |
Other (income) expense: | ||||
Interest expense | 2,757 | 3,623 | 5,280 | 5,730 |
Loss on extinguishment of debt | 42 | 42 | 748 | |
Other expense, net | 932 | 207 | 1,171 | 318 |
Total other expense, net | 3,731 | 3,830 | 6,493 | 6,796 |
Income (loss) before provision for income taxes | (121) | 3,226 | (1,933) | 953 |
Provision (benefit) for income taxes | (35) | (170) | (538) | 142 |
Net (loss) / income | (86) | 3,396 | (1,395) | 811 |
Predecessor | ||||
Other (income) expense: | ||||
Net (loss) / income | $ 3,396 | $ 811 | ||
Select Interior Concepts, Inc. | ||||
Other (income) expense: | ||||
Net (loss) / income | $ (86) | $ (1,395) | ||
Class A | ||||
Loss per share of common stock | ||||
Basic and Diluted | $ 0 | $ (0.05) | ||
Weighted average shares outstanding | ||||
Basic and Diluted | 21,750,000 | 21,750,000 | ||
Class B | ||||
Loss per share of common stock | ||||
Basic and Diluted | $ 0 | $ (0.05) | ||
Weighted average shares outstanding | ||||
Basic and Diluted | 3,864,626 | 3,864,626 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Operating Activities | ||
Net (loss) / income | $ (1,395) | $ 811 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 9,669 | 6,553 |
Equity based compensation | 1,647 | 0 |
Deferred benefit from income taxes | (1,098) | (202) |
Amortized interest on deferred debt issuance costs | 325 | 256 |
Loss on extinguishment of debt | 42 | 748 |
Increase (decrease) in allowance for doubtful accounts | (37) | 199 |
Loss on disposal of property and equipment | 2 | 2 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (59) | (4,079) |
Prepaid expenses and other current assets | 142 | (574) |
Inventory | (8,422) | (5,868) |
Other assets | 9 | (44) |
Accounts payable | (7,709) | 4,767 |
Accrued expenses and other current liabilities | 5,345 | 2,292 |
Income taxes receivable | 339 | (900) |
Customer deposit | 1,101 | (254) |
Net cash (used in) provided by operating activities | (99) | 3,707 |
Cash flows from investing activities | ||
Purchase of property and equipment | (6,411) | (1,666) |
Proceeds from disposal of property and equipment | 12 | 0 |
Net cash used in investing activities | (18,181) | (89,666) |
Cash flows from financing activities | ||
Dividends issued | 0 | (34,859) |
Contributions from members | 0 | 30 |
Proceeds from line of credit, net | 16,598 | 23,998 |
Proceeds from term loan | 6,250 | 116,500 |
Term loan and line of credit deferred issuance costs | (517) | (2,825) |
Proceeds / (payments) on notes payable | 38 | (311) |
Principal payments on long-term debt | (525) | (20,218) |
Net cash provided by financing activities | 21,844 | 82,315 |
Net increase (decrease) in cash | 3,564 | (3,644) |
Cash and restricted cash, beginning of period | 5,547 | 4,727 |
Cash and restricted cash, end of period | 9,111 | 1,083 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 3,869 | 7,380 |
Cash paid for income taxes | 184 | 1,260 |
Supplemental disclosures of non-cash investing activities | ||
Acquisition | 104 | 121 |
Pental Granite and Marble, LLC | ||
Cash flows from investing activities | ||
Acquisition of business, net of cash acquired | 0 | (88,000) |
Supplemental disclosures of non-cash investing activities | ||
Acquisition | 0 | 10,000 |
NSI, LLC | ||
Cash flows from investing activities | ||
Acquisition of business, net of cash acquired | (290) | 0 |
Elegant Home Design, LLC | ||
Cash flows from investing activities | ||
Acquisition of business, net of cash acquired | (11,492) | 0 |
Supplemental disclosures of non-cash investing activities | ||
Acquisition of Elegant Home Design, LLC, indemnity holdback | (1,000) | 0 |
Greencraft Holdings, LLC. | ||
Supplemental disclosures of non-cash investing activities | ||
Measurement period adjustment related to acquisition of Greencraft Holdings, LLC | $ (317) | $ 0 |
Organization and Business Descr
Organization and Business Description | 6 Months Ended |
Jun. 30, 2018 | |
Organization And Business Description [Abstract] | |
Organization and Business Description | Note 1. Organization and Business Description These financial statements reflect the consolidated operations of Select Interior Concepts, Inc. (which we refer to as “we,” “our,” “SIC,” or the “Company”). We are a Delaware corporation that was restructured in November 2017 to be a holding company on which to consolidate diversified building products and services companies with a primary focus on the interiors of all types of buildings. Through our two primary operating subsidiaries and segments, Residential Design Services (which we refer to as “RDS”) and Architectural Surfaces Group (which we refer to as “ASG”), we import and distribute natural and engineered stone slabs for kitchen and bathroom countertops, operate design centers that merchandise interior products, and provide installation services. Our interior product offerings include flooring, countertops, wall tile, finish carpentry, shower doors and enclosures, window treatments and mirrors. RDS operates throughout California and in Reno, Nevada and Phoenix, Arizona. ASG has operations in the North-east, South-east, South-west, Mountain-west, and West Coast. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 . Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted a ccounting principles in the United States (which we refer to as “GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (which we refer to as the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in these unaudited interim financial statements should be read in conjunction with the Company’s consolidated financial statements for the fiscal year ended December 31, 2017 and accompanying notes included in the Company’s Securities Act of 1933, as amended (which we refer to as the “Securities Act”) The condensed consolidated balance sheet as of December 31, 2017 included herein has been derived from the Company’s audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. The condensed consolidated financial statements include the accounts of SIC, its wholly owned subsidiaries, RDS and ASG, and their respective wholly-owned subsidiaries, and are presented in accordance with GAAP. All significant intercompany accounts and transactions have been eliminated in combination. References to the “ASC” hereafter refer to the Accounting Standards Codification established by the Financial Accounting Standards Board (which we refer to as “FASB”) as the source of authoritative GAAP. The accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2018. There have been no changes to our significant accounting policies described in our consolidated financial statements and related disclosures as of December 31, 2017 that have had a material impact on our condensed consolidated financial statements and related notes. Reorganization On November 22, 2017, SIC and the former equity holders of RDS and ASG completed a series of restructuring transactions (which we refer to as, collectively, the “November 2017 Restructuring Transactions”) whereby certain former equity holders of RDS and ASG (which we refer to collectively as the “Rollover Stockholders”) contributed a certain amount of equity interests in RDS and ASG to SIC in exchange for shares of Class B common stock, par value $0.01 per share, of SIC (which we refer to as “Class B Common Stock”). Concurrent with the November 2017 Restructuring Transactions, SIC completed a private offering and private placement of 18,750,000 shares of its Class A common stock, par value $0.01 per share (which we refer to as “Class A Common Stock”), to new investors, at a public offering price of $12.00 per share for gross proceeds of approximately $225 million (prior to payment of discounts and fees to the initial purchaser and placement agent and offering expenses) (which we refer to as the “November 2017 Private Offering and Private Placement”). In accordance with the terms of the November 2017 Private Offering and Private Placement, in December 2017, SIC completed an additional sale of 3,000,000 shares of Class A Common Stock to new investors at an offering price of $12.00 per share for total gross proceeds of approximately $36.0 million (prior to payment of discounts and fees to the initial purchaser and placement agent and offering expenses). The reorganization transactions were treated as a combination of entities under common control with assets and liabilities transferred at their carrying amounts in a manner similar to a pooling of interests. Accordingly, the 2017 condensed consolidated historical results of SIC includes the results under the “as if pooling” method. Transition to Public Company On August 13, 2018, the SEC declared effective the Company’s Registration Statement on Form S-1, which contained a prospectus pursuant to which certain selling stockholders of the Company may offer and sell shares of Class A Common Stock. And on August 16, 2018, the Company’s Class A Common Stock commenced trading on the NASDAQ Capital Market under the ticker symbol “SIC.” Loss per Share Basic loss per share for the three and six months ended June 30, 2018 is computed by dividing net loss by the weighted average number of shares of common stock outstanding. For the three and six months ended June 30, 2017, no shares of SIC common stock were outstanding, therefore earnings per share is not available. The following table sets forth the computation of basic and diluted loss per share: Three Months Ended Six Months Ended (in thousands, except share data) June 30, 2018 June 30, 2018 Net Loss $ (86 ) $ (1,395 ) Weighted average shares of common stock outstanding: Basic and Diluted Class A common stock $ 21,750,000 $ 21,750,000 Basic and Diluted Class B common stock 3,864,626 3,864,626 Loss per share of common stock: Basic and Diluted Class A common stock $ (0.00 ) $ (0.05 ) Basic and Diluted Class B common stock $ (0.00 ) $ (0.05 ) All restricted stock awards outstanding consisting of 918,228 shares of restricted stock at June 30, 2018 and March 31, 2018 were excluded from the computation of diluted earnings per share in the three and six months ended June 30, 2018 because the Company reported a net loss and the effect of inclusion would have been antidilutive. Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingencies, and reported revenues and expenses as of and for periods ended on the date of the consolidated financial statements. Actual results may vary materially from the estimates that were used. The Company’s significant accounting estimates include the determination of allowances for doubtful accounts, the lives and methods for recording depreciation and amortization on property and equipment, the fair value of reporting units and indefinite life intangible assets, deferred income taxes and the purchase price allocations used in the Company’s acquisitions. Reclassifications Certain amounts in the consolidated financial statements for prior periods have been reclassified from general and administrative expense to cost of revenues to conform to current period presentation. Fair Value Measurement ASC 820-10 requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. The three levels of the fair value hierarchy are as follows: Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2—Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 3—Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The level of the fair value hierarchy in which the fair value measurement falls is determined by the lowest level input that is significant to the fair value measurement. The earn-out associated with our acquisition of Greencraft Holdings, LLC (which we refer to as “Greencraft”) in December 2017 had a fair value of $7.0 million and $5.8 million as of June 30, 2018 and December 31, 2017, respectively, is classified as Level 3 and is valued using the internal rate of return model. The assumptions used in preparing the internal rate of return model include estimates for future revenues from Greencraft products and services and a discount factor of 3.1% at June 30, 2018 and December 31, 2017. The assumptions used in preparing the internal rate of return model include estimates for outcome of milestone goals, the probability of achieving each outcome and discount rates. Any change to fair value based on a change in discount rate or estimates for the outcome of milestone goals will result in an adjustment to the fair value of the liability and to income / expense as a measurement period adjustment. Adjustments increasing the fair value of the earn-out by $0.9 million and $1.2 million was recorded as other expense for the three and six months ended June 30, 2018, respectively. At June 30, 2018 and December 31, 2017, the carrying value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, and short-term obligations approximate their respective fair values because of the short maturities of these instruments. The recorded values of the line of credit and notes payable approximate their fair values, as interest rates approximate market rates. Cash equivalents are measured at fair value on a recurring basis and are categorized as Level 1 based on quoted prices in active markets. The Company recognizes transfers between levels at the end of the reporting period as if the transfers occurred on the last day of the reporting period. There were no transfers during the six months ended June 30, 2018 or during 2017. Intangible Assets Intangible assets consist of customer relationships, trade names and non-compete agreements. The Company considers all its intangible assets to have definite lives, and such intangible assets are being amortized on the straight-line method over the estimated useful lives of the respective assets or on an accelerated basis based on the expected cash flows generated by the existing customers as follows: Range of estimated useful lives Weighted average useful life Customer relationships 5 years – 10 years 9 years Trade names 3 years – 11 years 10 years Non-compete agreements Life of agreement 4 years Business Combinations The Company records business combinations using the acquisition method of accounting. Under the acquisition method of accounting, identifiable assets acquired and liabilities assumed are recorded at their acquisition date fair values. The excess of the purchase price over the estimated fair value is recorded as goodwill. Changes in the estimated fair values of net assets recorded for acquisitions prior to the finalization of more detailed analysis, but not to exceed one year from the date of acquisition, will adjust the amount of the purchase price allocable to goodwill. Measurement period adjustments are reflected in the period in which they occur. Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets, such as property and equipment and intangible assets, whenever events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable, or at least annually. The assessment for possible impairment is based on the Company’s ability to recover the carrying value of the asset or asset group from the expected future undiscounted cash flows of the related operations. If the aggregate of these cash flows is less than the carrying value of such assets, an impairment loss is recognized for the difference between the estimated fair value and the carrying value. The measurement of impairment requires management to estimate future cash flows and the fair value of long-lived assets. There were no impairment losses on long-lived assets for the periods ended June 30, 2018 or December 31, 2017. Goodwill Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets, including intangible assets. During the year ended December 31, 2017, RDS recorded goodwill totaling $10.4 million related to the acquisition of Greencraft and ASG recorded goodwill totaling $25.4 million related to the acquisition of Pental Granite and Marble, LLC (which we refer to as “Pental”). ASG also acquired Cosmic Stone & Tile Distributors, Inc. (which we refer to as “Cosmic”) in 2017 with no significant impact on goodwill. During the six months ended June 30, 2018, ASG recorded goodwill totaling $0.05 million related to the acquisition of certain assets of Elegant Home Design, LLC (which we refer to as “Bedrock”), and $0.3 million related to the acquisition of certain assets of NSI, LLC (which we refer to as “NSI”). Additionally, RDS recorded a measurement period adjustment to goodwill for the acquisition of Greencraft of $0.3 million during the six months ended June 30, 2018 (See Note 4 Revenue Recognition The Company’s revenue derived from the sale of imported granite, marble, and related items is recognized when persuasive evidence of an agreement exists through a purchase order or signed contract detailing the quantity and price, delivery per the agreement has been made, and collectability is reasonably assured. The Company’s contracts with its homebuilder customers are generally treated as short-term contracts for accounting purposes. These contracts will generally range in length from several days to several weeks. The Company accounts for these contracts under the completed contract method of accounting and will recognize revenue and cost of revenues when obligations under the contract are complete. The Company’s contracts related to multi-family projects are treated as long-term contacts for accounting purposes. Accordingly, the Company recognizes revenue using the percentage-of-completion method of accounting. The Company recognizes returned product as a reduction to revenue in the period the item is returned. The Company also realized rebates to customers as a reduction to revenue in the period the rebate is earned. Equity-based Compensation The Company accounts for equity-based awards by measuring the awards at the date of grant and recognizing the grant-date fair value as an expense using either straight-line or accelerated attribution, depending on the specific terms of the award agreements over the requisite service period, which is usually equivalent to the vesting period. See Note 12 Segment Reporting In accordance with ASC 280-10-50-1, an operating segment is a component of an entity that has all of the following characteristics: a. It engages in business activities from which it may earn revenues and incur expenses; b. Its discrete financial information is available; and c. Its operating results are regularly reviewed by the public entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. The Company has identified two operating segments that meet all three of the above criteria, RDS and ASG. Each of these operating segments provides products and services that generate revenue and incur expenses as it engages in business activities, and each maintains discrete financial information. Additionally, the Company’s chief operating decision maker, its Chief Executive Officer, reviews financial performance, approves budgets and allocates resources at each of the RDS and ASG operating segment level. Recent Accounting Pronouncements The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (which we refer to as the “JOBS Act”). The JOBS Act permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. The Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 107 of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. In May 2014, the FASB issued Accounting Standards Update (which we refer to as “ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330) In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In August 2016, the FASB issued ASU 2016–15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350) : Simplifying the Test for Goodwill Impairment Also, in January 2017, the FASB issued ASU 2017-01, Business Combination (Topic 805) — Clarifying the Definition of a Business In May 2017, the FASB issued ASU 2017-09, Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting In February 2018, the FASB issued authoritative guidance that permits reclassification of the income tax effects of the 2017 U.S. Tax Cuts and Jobs Act on other accumulated comprehensive income (“AOCI”) to retained earnings. This guidance may be adopted retrospectively to each period (or periods) in which the income tax effects of the Tax Cuts and Jobs Act related to items remaining in AOCI are recognized, or at the beginning of the period of adoption. The guidance becomes effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods, with early adoption permitted. The Company is currently assessing the adoption method and the impact that adopting this new accounting standard will have on its consolidated financial statements and related disclosures. |
Concentrations, Risks and Uncer
Concentrations, Risks and Uncertainties | 6 Months Ended |
Jun. 30, 2018 | |
Risks And Uncertainties [Abstract] | |
Concentrations, Risks and Uncertainties | Note 3. Concentrations, Risks and Uncertainties The Company maintains cash balances primarily at one commercial bank per legal entity. The accounts are insured by the Federal Deposit Insurance Corporation up to $0.25 million. The amounts held in financial institutions periodically exceed the federally insured limit. Management believes that the financial institutions are financially sound and the risk of loss is minimal. Credit is extended for some customers and is based on financial condition, and generally, collateral is not required. Credit losses are included in the consolidated financial statements and consistently have been within management’s expectations. For the three and six months ended June 30, 2018, the Company recognized revenues from one customer which accounted for 10.8% and 11.3% of total revenues, respectively. For the three and six months ended June 30, 2017, the Company recognized revenues from one customer which accounted for 10.8% and 12.7% of total revenues, respectively. There were no customers which accounted for 10% or more of total accounts receivable, as of June 30, 2018 and December 31, 2017. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Note 4. Acquisitions Bedrock Acquisition On January 31, 2018, ASG acquired certain assets of a slab and tile distributor, Elegant Home Design, LLC (which we refer to as “Bedrock”), for total consideration of $12.5 million with cash consideration of $11.5 million and $1.0 million accrued liability recorded as security for and source of payment of sellers’ obligations that occur within one year subsequent to the acquisition. The outstanding balance remaining at January 31, 2019 will be paid in cash to the sellers. In addition to the consideration paid for Bedrock, the Company has agreed to pay up to an additional $3.0 million to be allocated among three individuals, subject to Bedrock meeting certain financial conditions defined in the purchase agreement and such individuals maintaining continuous employment with the Company through January 31, 2019. Due to this provision being compensation in nature, and contingent on both financial results and continued employment, the Company estimates a range of probable outcomes of this provision at each reporting period to estimate the likelihood and amount of a payout. As of June 30, 2018, the Company has not recorded any compensation expense associated with this provision. The Bedrock acquisition was financed with $6.25 million of borrowing from a third-party financing agreement and the remainder from ASG’s line of credit described in Note 8 ASG acquired Bedrock to further expand its distribution presence in the Midwest, and to gain access to new geographies, supply chains, products, and distribution rights. The goodwill recorded reflects the strategic value of the acquisition beyond the net value of its assets acquired less liability assumed. The goodwill is deductible for tax purposes. The Company has performed a preliminary valuation of the acquired assets and assumed liabilities of Bedrock. Using the total consideration for the acquisition, the Company has estimated the allocations to such assets and liabilities. The following table summarizes the estimated allocation of the preliminary purchase price as of the transaction’s closing date. (in thousands) Amount Accounts receivable $ 2,615 Inventory $ 13,673 Property and equipment $ 374 Goodwill $ 51 Customer relationships and other intangible assets $ 1,515 Other assets $ 223 Total assets acquired $ 18,451 Total liabilities $ 5,959 Total consideration $ 12,492 From the date of acquisition to June 30, 2018, Bedrock generated net revenue of $12.5 million and net income of $0.7 million, which are included in the Company’s Condensed Consolidated Statements of Operations. Pro Forma Results The following unaudited pro forma information for the period ended June 30, 2018 and 2017 has been prepared to give effect to the acquisition of Bedrock as if the acquisition had occurred on January 1, 2017. The pro forma information takes into account the preliminary purchase price allocation. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had this acquisition occurred on such date, nor does it purport to predict the results of operations for future periods. Six Months Ended June 30, (in thousands) 2018 2017 (unaudited) Pro Forma: Total revenue $ 231,474 $ 172,185 Net (loss) / income $ (1,367 ) $ 1,363 Our pro forma assumptions are as follows: • Revenues and costs of sales were based on actual results for the six months ended June 30, 2018 and 2017. • General and administrative expenses were based on actual results adjusted by $0.02 million and $0.13 million for the six months ended June 30, 2018 and 2017, respectively, for the impact of the amortization expense of the intangible assets acquired with the acquisition. • Actual interest expense was adjusted by $0.05 million and $0.33 million for the six months ended June 30, 2018 and 2017, respectively, for the imputed interest on the acquired debt issued to fund the acquisition. • Income taxes were adjusted to impute the Company’s corporate effective rate during the period on the pro forma income before taxes. NSI Acquisition On March 19, 2018, ASG acquired certain assets of NSI, LLC, a Maryland limited liability company (which we refer to as “NSI”), for approximately $0.3 million in cash. The NSI acquisition and related transaction costs were financed by ASG’s line of credit described in Note 8 The Company has performed a preliminary valuation of the acquired assets and assumed liabilities of NSI. Using the total consideration for the acquisition, the Company has estimated the allocations to such assets and liabilities. The following table summarizes the estimated allocation of the preliminary purchase price as of the transaction’s closing date. (in thousands) Amount Accounts receivable $ 251 Inventory $ 789 Goodwill $ 290 Total assets acquired $ 1,330 Total liabilities $ 1,040 Total consideration $ 290 From the date of acquisition to June 30, 2018, net revenue and net income generated by NSI was not significant. Pro forma revenues and net income for the periods ended June 30, 2018 and 2017, respectively, were not significant. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5 . Inventories Inventories are valued at the lower of cost and net realizable value, with cost determined under the first in first out method. The significant components of inventory were as follows: (in thousands) June 30, 2018 December 31, 2017 Raw Materials $ 103,143 $ 80,726 Installations in process $ 7,371 $ 6,903 $ 110,514 $ 87,629 |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Note 6 . Property, Plant and Equipment Property and equipment consisted of the following: (in thousands) June 30, 2018 December 31, 2017 Vehicles $ 6,622 $ 5,378 Machinery and equipment 3,643 2,807 Leasehold improvements 6,602 5,287 Furniture and fixtures 6,099 3,363 Computer equipment 3,554 2,908 Other 191 152 $ 26,711 $ 19,895 Less: accumulated depreciation and amortization (9,601 ) (6,669 ) Property and equipment, net $ 17,110 $ 13,226 Depreciation and amortization expense of property and equipment totaled $1.6 million and $0.8 million for the three months ended June 30, 2018 and 2017, respectively. For the three months ended June 30, 2018, $0.9 million and $0.7 million of depreciation expense was included in cost of goods sold and general and administrative expense, respectively. For the three months ended June 30, 2017, $0.5 million and $0.2 million of depreciation expense was included in cost of goods sold and general and administrative expense, respectively. Depreciation and amortization expense of property and equipment totaled $3.0 million and $1.4 million for the six months ended June 30, 2018 and 2017, respectively. For the six months ended June 30, 2018, $1.7 million and $1.3 million of depreciation expense was included in cost of goods sold and general and administrative expense, respectively. For the six months ended June 30, 2017, $1.0 million and $0.4 million of depreciation expense was included in cost of goods sold and general and administrative expense, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 7 . Goodwill and Intangible Assets Goodwill The change in carrying amount of goodwill by reportable segment was as follows: (in thousands) ASG RDS Total Goodwill December 31, 2017 $ 43,712 $ 22,614 $ 66,326 NSI acquisition 290 — 290 Bedrock acquisition 51 — 51 Greencraft measurement period adjustment — 317 317 June 30, 2018 $ 44,053 $ 22,931 $ 66,984 Intangibles Assets The following table provides the gross carrying amount, accumulated amortization and net book value by reportable segment for each class of intangible assets as of June 30, 2018: (in thousands) ASG RDS Total Gross Carrying Amount Gross Carrying Amount Customer relationships $ 58,290 $ 34,760 $ 93,050 Tradenames 6,970 9,550 16,520 Non-compete agreements 35 235 270 $ 65,295 $ 44,545 $ 109,840 ASG RDS Total Accumulated Amortization Accumulated Amortization Customer relationships $ (10,244 ) $ (19,497 ) $ (29,741 ) Tradenames (1,063 ) (1,903 ) (2,966 ) Non-compete agreements (4 ) (29 ) (33 ) $ (11,311 ) $ (21,429 ) $ (32,740 ) ASG RDS Total Net Book Value Net Book Value Customer relationships $ 48,046 $ 15,263 $ 63,309 Tradenames 5,907 7,647 13,554 Non-compete agreements 31 206 237 $ 53,984 $ 23,116 $ 77,100 The following table provides the gross carrying amount, accumulated amortization and net book value by reportable segment for each class of intangible assets as of December 31, 2017: (in thousands) ASG RDS Total Gross Carrying Amount Gross Carrying Amount Customer relationships $ 57,200 $ 34,760 $ 91,960 Tradenames 6,580 9,550 16,130 Non-compete agreements — 235 235 $ 63,780 $ 44,545 $ 108,325 ASG RDS Total Accumulated Amortization Accumulated Amortization Customer relationships $ (7,308 ) $ (16,527 ) $ (23,835 ) Tradenames (727 ) (1,500 ) (2,227 ) Non-compete agreements — — — $ (8,035 ) $ (18,027 ) $ (26,062 ) ASG RDS Total Net Book Value Net Book Value Customer relationships $ 49,892 $ 18,233 $ 68,125 Tradenames 5,853 8,050 13,903 Non-compete agreements — 235 235 $ 55,745 $ 26,518 $ 82,263 Amortization expense on intangible assets totaled $3.3 million and $6.7 million during the three and six months ended June 30, 2018, respectively. Amortization expense on intangible assets totaled $2.9 million and $5.2 million during the three and six months ended June 30, 2017, respectively. The estimated annual amortization expense for the next five years and thereafter is as follows: (in thousands) 2018 Remaining $ 6,700 2019 11,752 2020 8,459 2021 8,452 2022 8,376 Thereafter 33,361 $ 77,100 |
Lines of Credit
Lines of Credit | 6 Months Ended |
Jun. 30, 2018 | |
Line Of Credit Facility [Abstract] | |
Lines of Credit | Note 8. Lines of Credit RDS Line of Credit In September 2014, RDS entered into a revolving line of credit agreement (which we refer to as the “RDS credit agreement”) with a commercial bank that had a limit of the lesser of $25 million or the sum of (i) up to 85% of eligible builder accounts receivable, plus (ii) up to 85% of the value of eligible homeowner accounts receivable, not to exceed $3 million, plus (iii) up to 70% of the value of eligible unbilled accounts, not to exceed the greater of (x) $3 million and (y) 25% of the Borrowing Base (as defined in the RDS credit agreement), plus (iv) the lesser of (x) 65% of the value of eligible inventory and (y) 85% of the result of the net orderly liquidation value percentage times the value of eligible inventory, minus (v) the availability reserve (as defined in the RDS credit agreement) determined by the lender. The RDS credit agreement was terminated on June 29, 2018 coinciding with SIC entering into a new line of credit. All borrowings under the RDS credit agreement were at the bank’s discretion and bore interest at either the London InterBank Offered Rate (which we refer to as “LIBOR”) or the “base rate,” plus an “applicable margin” (each as defined in the RDS credit agreement), which varied based upon RDS’ leverage ratio. Interest was due and payable in arrears monthly. At December 31, 2017, the interest rate on the outstanding balance under the RDS credit agreement was 5.5%. The RDS credit agreement was collateralized by substantially all assets of RDS. At June 30, 2018 and December 31, 2017, outstanding borrowings on the RDS credit agreement totaled $0 and $14 million, respectively. The RDS credit agreement required the maintenance of certain financial covenants. At December 31, 2017 and until termination of the RDS credit agreement on June 29, 2018, RDS was in compliance with the financial covenants. RDS also had available letter of credit accommodations with a limit of $5 million. Any payments made by the bank under the letter of credit were deemed advances by Company under the line of credit. There were no outstanding letters of credit as of June 30, 2018 and December 31, 2017. In connection with the RDS credit agreement, RDS incurred certain issuance costs. These costs were amortized to non-cash interest expense over the terms of the related notes on a straight-line basis which approximates the effective interest method. Non-cash interest expense related to these costs was $0.01 million for the three months ended June 30, 2018 and 2017. Non-cash interest expense related to these costs was $0.02 million for the six months ended June 30, 2018 and 2017. The debt issuance cost remaining balance of $0.04 million was expensed as non-cash interest expense at the termination of the RDS credit agreement. At June 30, 2018 and December 31, 2017, the unamortized debt issuance costs related to the RDS credit agreement totaled $0 and $0.08 million, respectively, and are included in other assets on the accompanying consolidated balance sheets. ASG Line of Credit In June 2015, ASG entered into a loan and security agreement (which we refer to as the “ASG credit agreement”) with a financial institution for a line of credit with availability of $15 million. In February, 2017 the ASG credit agreement was amended, which increased the availability to $40 million. ASG could borrow, repay, and re-borrow all or any part of the commitment at any time before the maturity date (February 27, 2022), so long as the combined total unpaid principal amount outstanding under the note and the face amount of any outstanding letters of credit did not exceed the total commitment at any time. The principal amount outstanding under the line of credit accrued interest at a floating per annum rate equal to the greater of (a) the Prime Rate for such day; (b) the Federal Funds Rate for such day, plus 0.50%; or (c) LIBOR for a 30-day interest period as determined on such day, plus 2.0% (each as defined in the ASG credit agreement). The ASG credit agreement was terminated on June 29, 2018 coinciding with SIC entering into a new line of credit. The interest rate in effect under the ASG credit agreement was 5.0% per annum as of December 31, 2017. The interest was payable monthly. The line of credit was collateralized by substantially all of the assets of ASG. As of June 30, 2018 and December 31, 2017, $0 and $5.3 million was outstanding under the ASG credit agreement, respectively. The ASG credit agreement was subject to certain financial covenants. At June 30, 2018 and December 31, 2017, ASG was in compliance with the financial covenants. ASG incurred debt issuance costs in connection with the ASG credit agreement. These costs were amortized to non-cash interest expense over the terms of the related notes on a straight-line basis which approximates the effective interest method. Non-cash interest expense related to these costs was de minimis for the three months ended June 30, 2018 and 2017. At June 30, 2018 and December 31, 2017, ASG had no unamortized debt issuance costs related to the ASG credit agreement. SIC Line of Credit In June 2018, the Company and certain of its subsidiaries entered into an amended and restated loan, security and guaranty agreement, dated as of June 28, 2018 (which we refer to as the “SIC Credit Facility”), with a commercial bank, which amends and restates each of the RDS credit agreement and the ASG credit agreement in their entirety. The SIC Credit Facility will be used by the Company, including both RDS and ASG, for operational purposes. Pursuant to the SIC Credit Facility, the Company has a borrowing-base-governed revolving credit facility that provides for borrowings of up to an aggregate of $80 million, which may be increased to an aggregate amount not to exceed $130 million upon the satisfaction of certain conditions. Under the terms of the SIC Credit Facility, the Company has the ability to request the issuance of letters of credit up to a maximum aggregate stated amount of $15 million. The ability to borrow revolving loans under the SIC Credit Facility is reduced on a dollar-for-dollar basis by the aggregate stated amount of all outstanding letters of credit. The indebtedness outstanding under the SIC Credit Facility is secured by substantially all of the assets of the Company and its subsidiaries. The revolving loans under the SIC Credit Facility bear interest at a floating rate equal to an index rate (which the Company can elect between an index based on a LIBOR based rate or an index based on a Prime, Federal Funds or LIBOR based rate) plus an applicable margin. The applicable margin is determined quarterly based on the borrowers’ average daily availability (calculated by reference to their accounts receivable and inventory that comprise their borrowing base) during the immediately preceding fiscal quarter. Upon the occurrence of certain events of default under the SIC Credit Facility, the interest rate applicable to the obligations thereunder may be increased by two hundred basis points (2.00%). All revolving loans under the SIC Credit Facility are due and payable in full on June 28, 2023, subject to earlier acceleration upon certain conditions. Letter of credit obligations and other amounts outstanding under the SIC Credit Facility are due and payable on the date set forth in the respective loan documents or upon demand by the lender. Under the SIC Credit Facility, the Company and its subsidiaries are required to comply with certain customary restrictive covenants that, among other things and with certain exceptions, limit the ability of the Company and its subsidiaries, as applicable, to (i) incur additional indebtedness and liens in connection therewith, (ii) pay dividends and make certain other restricted payments, (iii) effect mergers or consolidations, (iv) enter into transactions with affiliates, (v) sell or dispose of property or assets, and (vi) engage in unrelated lines of business. As of June 30, 2018, $35.9 million was outstanding under the SIC Credit Facility. The SIC Credit Facility is subject to certain financial covenants. At June 30, 2018, the Company was in compliance with the financial covenants. The Company incurred debt issuance costs of $0.5 million in connection with the SIC Credit Facility. These costs will be amortized to non-cash interest expense over the term of the agreement on a straight-line basis which approximates the effective interest method. Non-cash interest expense related to these costs was $0 for the three and six months ended June 30, 2018 and 2017. At June 30, 2018 and December 31, 2017, SIC had $0.5 million and $0 of unamortized debt issuance costs related to the SIC Credit Facility, respectively. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 9 . Long-Term Debt Long-term debt consisted of the following: (in thousands) June 30, 2018 December 31, 2017 RDS equipment and vehicle notes $ 1,216 $ 1,397 ASG term loans 94,689 89,143 95,905 90,540 Unamortized debt issuance costs (1,963 ) (2,194 ) Total long-term debt 93,942 88,346 Current portion of long-term debt, net of financing fees $ 1,424 $ 1,449 Long-term debt, net of current portion and financing fees $ 92,518 $ 86,897 RDS Equipment and Vehicle Notes RDS has financed the acquisition of certain vehicles, property, and equipment with notes payable that mature at various times through December 2022. As of June 30, 2018 and December 31, 2017, the outstanding balance on equipment and vehicle notes payable totaled $1.2 million and $1.4 million, respectively. These notes are secured by the vehicles and equipment that were financed and require monthly interest and principal payments. ASG Term Loans In December 2015, ASG entered into a loan agreement with a financial institution offering a term loan in the aggregate amount of $1.7 million to finance the purchase of equipment. Amounts due under the term loan bear interest at 3.75% per annum with interest payable monthly. Principal payments are due in monthly installments beginning April 8, 2016 through maturity (March 8, 2021). At June 30, 2018 and December 31, 2017, ASG had $0.9 million and $1.0 million outstanding under this term loan, respectively. In May 2016, ASG entered into a loan agreement with an investor offering a term loan in the amount of $0.2 million to finance improvements to ASG’s facilities in Anaheim, California. Amounts outstanding under the term loan bear interest at 8% per annum. Payments consisting of principal and interest are due monthly through maturity (January 1, 2023). As of June 30, 2018 and December 31, 2017, ASG had $0.1 million outstanding under this term loan. In February 2017, ASG entered into a financing agreement with a third-party lender to borrow $105.0 million that was used to refinance the Company’s existing debt, fund a portion of the purchase price for the acquisition of Pental, fund other amounts defined in the financing agreement and fund working capital and general corporate purposes of the Company. Amounts due under the term loan bear interest at the election of the Company, indexed either to the LIBOR rate or the “base rate,” with an “applicable margin” (each as defined in the financing agreement) (7.25% per annum as of December 31, 2017). Interest is payable monthly with principal payments due in quarterly installments beginning July 1, 2017 through maturity (February 28, 2022). ASG borrowed an additional $6.25 million under the terms of this loan to fund a portion of the acquisition of Bedrock on January 31, 2018. As of June 30, 2018 and December 31, 2017, ASG had $93.7 million and $88.0 million outstanding under this term loan, respectively. Substantially all of ASG’s assets are collateral for these term loans. ASG is required to meet certain financial and nonfinancial covenants pursuant to these term loans. ASG was in compliance with all financial and non-financial covenants as of June 30, 2018 and December 31, 2017. ASG incurred debt issuance costs in connection with its term loans. These costs are being amortized to non-cash interest expense over the terms of the related notes on a straight-line basis, which approximates the effective interest rate method. Non-cash interest expense related to these costs was $0.1 million and $0.3 million for the three and six months ended June 30, 2018, respectively. Non-cash interest expense related to these costs was $0.1 million and $0.2 million for the three and six months ended June 30, 2017, respectively. Additionally, ASG expensed the remaining unamortized debt issuance costs for the refinanced debt of $0.6 million as extinguishment of debt in February 2017. At June 30, 2018 and December 31, 2017, the unamortized debt issuance costs related to the term loans totaled $2.0 million and $2.2 million, respectively, and are shown as a direct deduction from the liability on the accompanying consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 . Commitments and Contingencies Leases The Company leases certain vehicles under leases classified as capital leases. The leased vehicles are included as property, plant and equipment (which we refer to as “PP&E”) and amortized to accumulated amortization on a straight-line basis over the life of the lease, which is typically four years. The total acquisition cost included in PP&E related to the leased vehicles was $1.4 million and $1.1 million at June 30, 2018 and December 31, 2017, respectively. Total accumulated amortization related to the leased vehicles is $0.2 million and $0.05 million at June 30, 2018 and December 31, 2017, respectively, with amortization expense totaling $0.08 million and $0.2 million for the three and six months ended June 30, 2018, respectively. Amortization expense was $0 for the three and six months ended June 30, 2017. RDS leases its corporate, administrative, fabrication and warehousing facilities under long-term non-cancelable operating lease agreements expiring at various dates through April 2023. The monthly rents are subject to annual increases and generally require the payment of utilities, real estate taxes, insurance and repairs. Four of RDS’ facility leases are with a company owned by a Company stockholder. RDS also leases certain office equipment under long-term lease agreements expiring at various dates through October 2020. ASG leases its facilities and equipment under long-term non-cancellable operating lease agreements expiring at various dates through October 2029. The facility leases contain predetermined fixed escalations of the minimum rentals. Three of ASG’s facility leases are with companies owned by certain Company stockholders or other related parties. The Company recognizes rent expense on a straight-line basis and records the difference between the recognized rent expense and amounts payable under the lease as deferred rent. Aggregate deferred rent at June 30, 2018 and December 31, 2017 was $1.3 million. Aggregate rent expense for the three and six months ended June 30, 2018 totaled $3.1 million and $6.0 million, respectively. Aggregate rent expense for the three and six months ended June 30, 2017 totaled $2.2 million and $3.8 million, respectively. Exclusive Distributor Rights Pental’s main supplier has agreed to allow Pental exclusive distribution rights in 23 States in the United States of America. To maintain these rights, Pental must meet certain minimum purchase requirements. Purchase volumes for the period from July 1, 2016 to December 31, 2020 must be a minimum purchase of 90 containers per month. Using an estimated price per container based on the average price per container in 2017, the future minimum purchases to maintain the exclusive rights as of June 30, 2018 are as follows: (in thousands) 2018 $ 18,401 2019 36,801 2020 36,801 $ 92,003 If Pental falls short of these minimum requirements in any given calendar year, Pental has agreed to negotiate with the supplier to arrive at a mutually acceptable resolution. There are no financial penalties to Pental if such commitments are not met; however, the supplier reserves the right to remove exclusive distribution rights privileges. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Equity | Note 11. Equity RDS Prior to the November 2017 Restructuring Transactions, distributions totaling $20.8 million were paid to the members of RDS during 2017. ASG Prior to the November 2017 Restructuring Transactions, distributions totaling $14.6 million were paid to the members of ASG during 2017. Class A and B Common Stock In connection with the November 2017 Private Offering and Private Placement, the Company sold and issued 18,750,000 shares of the Company’s Class A Common Stock to new investors, at an offering price of $12.00 per share, for gross proceeds of approximately $225 million (prior to payment of discounts and fees to the initial purchaser and placement agent and offering expenses). In December 2017, in connection with the over-allotment option granted to the initial purchaser and placement agent in the November 2017 Private Offering and Private Placement, the Company sold and issued an additional 3,000,000 shares of Class A Common Stock to new investors at an offering price of $12.00 per share, for gross proceeds of approximately $36 million (prior to payment of discounts and fees to the initial purchaser and placement agent and offering expenses). As part of the November 2017 Restructuring Transactions, SIC used approximately $62.7 million of the proceeds from the November 2017 Private Offering and Private Placement to purchase a certain amount of equity interests in RDS and ASG from the Rollover Stockholders. The remaining equity interests in RDS and ASG were rolled over into 9,244,112 shares of Class B Common Stock. Concurrently, SIC used approximately $26.6 million of the proceeds from the November 2017 Private Offering and Private Placement to repurchase and retire 2,379,486 shares of Class B Common Stock from affiliates of Trive Capital Management LLC (which we refer to as “Trive Capital”). In accordance with the terms of the November 2017 Private Offering and Private Placement, in December 2017, the Company also repurchased and retired 3,000,000 shares of Class B Common Stock with the proceeds of the sales of Class A Common Stock to new investors. After the consummation of the November 2017 Private Offering and Private Placement and the November 2017 Restructuring Transactions, the Company had 21,750,000 shares of Class A Common Stock outstanding and 3,864,626 shares of Class B Common Stock outstanding. Total equity at June 30, 2018 and December 31, 2017 was $148.3 million and $148.1 million, respectively. The change in equity of $0.3 million during the period was a result of an increase in additional paid in capital of $1.7 million related to the accrual of restricted stock expense and an increase to the accumulated deficit of $1.4 million resulting from the net loss for the six months ended June 30, 2018. Registration Rights In connection with the November 2017 Private Offering and Private Placement, a Registration Rights Agreement (which we refer to as the “Registration Rights Agreement”) was entered into by the Company, certain members of Company management, affiliates of Trive Capital, and B. Riley FBR, Inc. as the initial purchaser/private placement agent in the November 2017 Private Offering and Private Placement. Pursuant to the Registration Rights Agreement, the Company agreed to file with the SEC as soon as reasonably practicable, but in no event later than January 31, 2018, a shelf registration statement registering the resale of Class A Common Stock sold in the November 2017 Private Offering and Private Placement (which we refer to as the “Shelf Registration Statement”). Pursuant to the Registration Rights Agreement, the Company also agreed to use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the SEC and have the Class A Common Stock listed on a national securities exchange no later than May 31, 2018. The Registration Rights Agreement provided that if the Shelf Registration Statement was not effective, and the Class A Common Stock was not listed and trading on a national securities exchange, by May 31, 2018, then holders of shares of Class A Common Stock would be entitled to receive dividends on shares of Class A Common Stock that will accrue and be payable only in additional shares of Class A Common Stock (which we refer to as “Special Stock Dividends”). The Registration Rights Agreement also provided that Special Stock Dividends will accrue at a daily rate equal to the quotient of (i) 0.05 multiplied by 21,750,000 (the aggregate number of shares of Class A Common Stock sold and issued in the November 2017 Private Offering and Private Placement) divided by (ii) 365, up to a maximum aggregate number of shares of Class A Common Stock equal to 1,460,149 shares (which we refer to as “Maximum Accrual Amount”), and will cease accruing upon the Shelf Registration Statement being declared effective, and the Class A Common Stock commencing trading on a national exchange. In the event that Special Stock Dividends are paid by the Company to the holders of Class A Common Stock, an equivalent amount of shares of Class B Common Stock held by affiliates of Trive Capital and certain members of Company management will be repurchased by the Company at a price of $0.01 per share and immediately cancelled. The shares of Class B Common Stock to be repurchased, if any, would be from the 1,460,149 shares of Class B Common Stock that were held in escrow (consisting of 1,000,000 shares held by affiliates of Trive Capital and 460,149 shares held by certain members of management). If the Shelf Registration Statement was declared effective by the SEC, and the Class A Common Stock listed on a national securities exchange prior to Special Stock Dividends accruing to the Maximum Accrual Amount, each remaining share of Class B Common Stock would automatically convert into one share of Class A Common Stock. The Registration Rights Agreement also describes procedures to be followed in the event the Company proposes to conduct an initial public offering of its Class A Common Stock; however, the Registration Rights Agreement does not explicitly require the Company to do so. As of June 30, 2018, the Shelf Registration Statement had not yet been declared effective by the SEC and the Class A Common Stock had not yet been listed on a national securities exchange, and therefore, Special Stock Dividends in the form of a total of 89,393 shares of Class A Common Stock had accrued. |
Stock Compensation
Stock Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Compensation | Note 12 . Stock Compensation On November 22, 2017, the Company adopted the Select Interior Concepts, Inc. 2017 Incentive Compensation Plan (which we refer to as the “2017 Plan”). Upon the adoption of the 2017 Plan, the maximum aggregate number of shares issuable thereunder was 2,561,463 shares. At June 30, 2018 and December 31, 2017, there were approximately 1,286,867 and 1,848,727 shares of common stock available for grant under the 2017 Plan, respectively. Stock Options The Company has not had any stock option activity under the 2017 Plan for the six months ended June 30, 2018. Restricted Stock Restricted stock awards and restricted stock unit awards are grants of shares of the Company’s common stock that are subject to various restrictions, including restrictions on transferability, vesting and forfeiture provisions. Recipients of restricted stock awards generally will have voting and dividend rights with respect to such shares prior to vesting, subject to such awards’ forfeiture provisions, unless the board of directors provides otherwise. Recipients of restricted stock unit awards generally will not have voting and dividend rights with respect to such shares upon grant without regard to vesting, unless the board of directors provides otherwise. Shares of restricted stock that do not vest for any reason will be forfeited by the recipient and will revert to the Company. On November 22, 2017, concurrent with November 2017 Private Offering and Private Placement, 356,368 shares of restricted stock were granted to certain members of the executive management team and members of the board of directors and such shares are subject to vesting over a period of three years and certain other conditions, including continuous service to the Company, following the date of the restricted stock agreement. The shares vest ratably on an annual basis. For the six months ended June 30, 2018, an additional 561,860 shares of common stock were granted to certain executives and key employees, and such shares are subject to vesting over a period of three years and certain other conditions, including continuous service to the Company, following the date of the restricted stock agreement. The shares vest ratably on an annual basis. The Company estimated the fair value of these shares on the date the shares were granted, and recognizes the resulting fair value, net of estimated forfeitures, over the requisite service period. The grant date fair value for the shares of restricted stock granted on November 22, 2017 and during the six months ended June 30, 2018 was estimated using the price per share sold in the November 2017 Private Offering and Private Placement as a proxy due to the lack of any subsequent market indication of a change in value. The Company’s stock trades very infrequently and in very low volume. Consequently, there is no substantive data that would lead to the conclusion that the value of the Company’s stock has materially changed since the closing of the November 2017 Private Offering and Private Placement. A summary of the Company’s restricted stock activity for the six months ended June 30, 2018 is as follows: Shares of Restricted Stock Outstanding Weighted Average Grant Date Fair Value Nonvested shares at January 1, 2018 356,368 $ 12.00 Granted 561,860 $ 12.00 Forfeited — $ — Vested — $ — Nonvested shares at June 30, 2018 918,228 $ 12.00 As of June 30, 2018, total remaining stock-based compensation expense for nonvested restricted stock is $9.7 million, which is expected to be recognized over a weighted average remaining period of 2.7 years. Total stock-based compensation expense recognized for restricted stock for the three and six months ended June 30, 2018 was $0.8 million and $1.6 million, respectively. There was no stock-based compensation expense recognized for restricted stock for the three and six months ended June 30, 2017. Phantom Stock Phantom stock awards are grants of phantom stock with respect to shares of the Company’s common stock that are settled in cash and subject to various restrictions, including restrictions on transferability, vesting and forfeiture provisions. Shares of phantom stock that do not vest for any reason will be forfeited by the recipient and will revert to the Company. On November 22, 2017, concurrent with November 2017 Private Offering and Private Placement, phantom stock with respect to 356,368 shares of common stock were granted to certain members of the executive management team and members of the board of directors subject to vesting over a period of three years and certain other conditions, including continuous service to the Company, following the date of the phantom stock agreement. As a result of the cash-settlement feature of these awards, the Company considers these awards to be liability awards, which are measured at fair value at each reporting date and the pro-rata vested portion of the award is recognized as a liability to the extent that the performance condition is deemed probable. The fair value as of June 30, 2018 for the phantom stock awards granted on November 22, 2017 was estimated using the most current price paid for Class A Common Stock traded between a buyer and seller. The Company recorded phantom stock based compensation expense of $1.5 million and $2.3 million during the three and six months ended June 30, 2018, respectively. There was no stock based compensation expense recognized for phantom stock for the three and six month period ended June 30, 2017. A summary of the Company’s phantom stock activity for the period ended June 30, 2018 is as follows: Shares of Phantom Stock Outstanding Nonvested shares at January 1, 2018 356,368 Granted — Forfeited — Vested 70,440 Nonvested shares at June 30, 2018 285,928 As of June 30, 2018, total remaining stock-based compensation expense for nonvested restricted stock and phantom stock is $1.9 million, which is expected to be recognized over a weighted average remaining period of 0.5 years. |
Provision for Income Taxes
Provision for Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | Note 13. Provision for Income Taxes At June 30, 2018 and 2017, the provision for income taxes reflected on the condensed consolidated statements of operations reflect an effective rate of 27.83% and 14.84%, respectively. During the six months ended June 30, 2017, because the period was prior to the November 2017 Restructuring Transactions, our ASG subsidiary and segment was a pass-through entity for tax purposes, resulting in the consolidated Company not realizing income tax benefit from the loss incurred by ASG during the period. This resulted in a lower than expected effective tax rate for the three months ended June 30, 2017. The Company’s effective income tax rate is different from what would be expected if the federal statutory rate were applied to income from continuing operations primarily because of non-deductible items and state income taxes. In December 2017, the staff of the SEC issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (which we refer to as “SAB 118”), which allows the Company to record provisional amounts during a measurement period not to extend beyond one year from the enactment date. Because the Tax Cuts and Jobs Act was enacted in the fourth quarter of the year ended December 31, 2017 and ongoing guidance and accounting interpretations are expected over the next 12 months, the analysis required to record the provisional amounts for the accounting of deferred tax re-measurements and other items, such as cost recovery and state tax considerations, may be revised causing adjustments to these provisions. The Company expects to complete the analysis and update the provisional amounts within the measurement period in accordance with SAB 118. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14. Related Party Transactions Consulting Agreement During the period ended June 30, 2017, each of RDS and ASG had a consulting agreement with Trive Capital ( affiliates of which collectively hold more than 5% of our common stock and are affiliated with Christopher Zugaro, the chairman of our board of directors Facility Rent RDS leases four of its facilities from a trust affiliated with a Company stockholder. Rent expense under this lease totaled $0.2 million and $0.4 million during the three and six months ended June 30, 2018, respectively. Rent expense under this lease totaled $0.2 million and $0.4 million during the three and six months ended June 30, 2017, respectively. No amounts were unpaid under this lease at June 30, 2018 and December 31, 2017. See Note 10 ASG leases office space from AG&M Bee Creek Investments Ltd., a company owned by certain Company stockholders. This lease was renewed on February 29, 2016 and includes an additional option to renew the lease for five years. Rent expense under this lease was $0.1 million and $0.2 million during the three and six months ended June 30, 2018, respectively. Rent expense under this lease was $0.1 million and $0.2 million during the three and six months ended June 30, 2017, respectively. No amounts were unpaid under this lease at June 30, 2018 and December 31, 2017. See Note 10 ASG leases office space from AG&M San Antonio Investments Ltd., a company owned by certain Company stockholders. This lease was renewed on February 29, 2016 and includes an additional option to renew the lease for two years. Rent expense under this lease was $0.04 million and $0.09 million during the three and six months ended June 30, 2018, respectively. Rent expense under this lease was $0.03 million and $0.08 million during the three and six months ended June 30, 2017, respectively. No amounts were unpaid under this lease at June 30, 2018 and December 31, 2017. See Note 10 ASG leases office space from 502 Jersey Ave LLC., a company owned by a current employee and former owner of Cosmic. Rent expense under this lease was $0.09 million and $0.2 million during the three and six months ended June 30, 2018, respectively. There was no expense under this lease during the three and six months ended June 30, 2017. No amounts were unpaid under this lease at June 30, 2018 and December 31, 2017. See Note 10 ASG leases office space from 521 Digiulian Boulevard, LLC., a company owned by a current employee and former owner of NSI. Rent expense under this lease was $0.04 million during the three and six months ended June 30, 2018. There was no expense under this lease during the three and six months ended June 30, 2017. No amounts were unpaid under this lease at June 30, 2018 and December 31, 2017. See Note 10 Subcontractors and Supplier Two RDS employees have family members that have an ownership interest in flooring subcontracting companies that do business with RDS. During the three and six months ended June 30, 2018, these companies performed a total of $0.6 million and $0.9 million in subcontract work for RDS, respectively. During the three and six months ended June 30, 2017, these companies performed a total of $0.3 million and $0.4 million in subcontract work for RDS, respectively. Amounts due and recorded as accounts payable at June 30, 2018 was $0.01 million. There was no amount unpaid at December 31, 2017. Other Consulting Services A consulting firm affiliated with an officer of SIC has performed various consulting services for the Company related to human resources, accounting, and project management. During the three and six months ended June 30, 2018, the Company incurred $0.08 million and $0.1 million of costs, respectively, with this consulting firm. During the three and six months ended June 30, 2017, the Company incurred $0.03 million and $0.1 million of costs, respectively, with this consulting firm. Amounts due and recorded as accounts payable at June 30, 2018 was $0.01 million. There was no amount unpaid at December 31, 2017. A former ASG executive and SIC stockholder terminated his employment with ASG as of June 30, 2017. This individual continues to provide business consulting services for ASG. During the three and six months ended June 30, 2018 ASG incurred consulting costs with this individual of $0.01 million and $0.05 million, respectively. During the three and six months ended June 30, 2017 ASG did not incur any consulting costs with this individual. No amounts were unpaid at June 30, 2018 and December 31, 2017. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Note 15. Segment Information The Company’s operations are classified into two operating segments: RDS and ASG. Under RDS, the Company offers interior design and installation services, and under ASG, the Company offers natural and engineered surfaces distribution services. These operating segments represent strategic business areas which, although they operate separately and provide their own distinctive services, enable the Company to more effectively offer the complete line of interior design and selection services, merchandising, and complex supply chain management. Neither of the two operating segments have any reporting units. While individual acquisitions, for a time, may have discrete financial information before being fully integrated, RDS and ASG are the only operating and reporting segments for which both discrete financial information is available and is reviewed by segment management. Inter-segment eliminations result, primarily, from the sale of ASG inventory to the RDS segment, including the related profit margin, as well as some intercompany borrowings recorded in the form of intercompany payables and receivables. The Company evaluates performance of the respective segments based upon revenues and operating income. Information for the periods presented is provided below: Six Months Ended June 30, (in thousands) 2018 2017 Net sales: RDS $ 125,417 $ 86,460 ASG 104,561 72,134 Elimination of intercompany sales (731 ) (509 ) Consolidated Total $ 229,247 $ 158,085 Operating income: RDS $ 6,673 $ 2,839 ASG 6,145 4,935 Elimination of intercompany operating income 43 (25 ) Unallocated corporate operating income (8,301 ) — Consolidated Total $ 4,560 $ 7,749 Capital expenditures: RDS $ 1,480 $ 848 ASG 4,912 818 Unallocated corporate capital expenditures 19 — Consolidated Total $ 6,411 $ 1,666 As of June 30, As of December 31, 2018 2017 Goodwill: RDS $ 22,931 $ 22,614 ASG 44,053 43,712 Consolidated Total $ 66,984 $ 66,326 Other intangible assets: RDS $ 23,116 $ 26,518 ASG 53,984 55,745 Consolidated Total $ 77,100 $ 82,263 Total Assets: RDS $ 102,720 $ 103,172 ASG 231,668 203,637 Elimination of intercompany receivables and inventory (288 ) (276 ) Unallocated corporate assets 15,840 13,713 Consolidated Total $ 349,940 $ 320,246 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16. Subsequent Events Events occurring after June 30, 2018, have been evaluated for possible adjustment to the consolidated financial statements or disclosure as of September 6, 2018, which is the date the consolidated financial statements were available to be issued. On August 13, 2018, the Company’s Shelf Registration Statement was declared effective by the SEC and on August 16, 2018 the Class A Common Stock commenced trading on the NASDAQ Capital Market under the ticker symbol “SIC.” As of August 15, 2018, the Special Stock Dividend stopped accruing, with a total amount accrued of 226,513 shares. After the Special Stock Dividend was paid and an equal number of shares of Class B Common Stock were repurchased and cancelled by the Company, each then remaining share of Class B Common Stock was automatically converted into one share of Class A Common Stock, resulting in no shares of Class B Common Stock left outstanding. On August 22, 2018, ASG acquired certain assets of The Tuscany Collection, LLC, a distributor of natural stone, quartz and tile in Las Vegas, Nevada. The acquisition and related transaction costs were financed by SIC’s line of credit described in Note 8 On August 31, 2018, RDS acquired certain assets of Summit Stoneworks, LLC, which is located in Austin, Texas and is engaged in builder design services and the fabrication and installation of stone products for commercial and residential applications. This acquisition was financed from SIC’s line of credit described in Note 8 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted a ccounting principles in the United States (which we refer to as “GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (which we refer to as the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in these unaudited interim financial statements should be read in conjunction with the Company’s consolidated financial statements for the fiscal year ended December 31, 2017 and accompanying notes included in the Company’s Securities Act of 1933, as amended (which we refer to as the “Securities Act”) The condensed consolidated balance sheet as of December 31, 2017 included herein has been derived from the Company’s audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. The condensed consolidated financial statements include the accounts of SIC, its wholly owned subsidiaries, RDS and ASG, and their respective wholly-owned subsidiaries, and are presented in accordance with GAAP. All significant intercompany accounts and transactions have been eliminated in combination. References to the “ASC” hereafter refer to the Accounting Standards Codification established by the Financial Accounting Standards Board (which we refer to as “FASB”) as the source of authoritative GAAP. The accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2018. There have been no changes to our significant accounting policies described in our consolidated financial statements and related disclosures as of December 31, 2017 that have had a material impact on our condensed consolidated financial statements and related notes. |
Reorganization | Reorganization On November 22, 2017, SIC and the former equity holders of RDS and ASG completed a series of restructuring transactions (which we refer to as, collectively, the “November 2017 Restructuring Transactions”) whereby certain former equity holders of RDS and ASG (which we refer to collectively as the “Rollover Stockholders”) contributed a certain amount of equity interests in RDS and ASG to SIC in exchange for shares of Class B common stock, par value $0.01 per share, of SIC (which we refer to as “Class B Common Stock”). Concurrent with the November 2017 Restructuring Transactions, SIC completed a private offering and private placement of 18,750,000 shares of its Class A common stock, par value $0.01 per share (which we refer to as “Class A Common Stock”), to new investors, at a public offering price of $12.00 per share for gross proceeds of approximately $225 million (prior to payment of discounts and fees to the initial purchaser and placement agent and offering expenses) (which we refer to as the “November 2017 Private Offering and Private Placement”). In accordance with the terms of the November 2017 Private Offering and Private Placement, in December 2017, SIC completed an additional sale of 3,000,000 shares of Class A Common Stock to new investors at an offering price of $12.00 per share for total gross proceeds of approximately $36.0 million (prior to payment of discounts and fees to the initial purchaser and placement agent and offering expenses). The reorganization transactions were treated as a combination of entities under common control with assets and liabilities transferred at their carrying amounts in a manner similar to a pooling of interests. Accordingly, the 2017 condensed consolidated historical results of SIC includes the results under the “as if pooling” method. |
Transition to Public Company | Transition to Public Company On August 13, 2018, the SEC declared effective the Company’s Registration Statement on Form S-1, which contained a prospectus pursuant to which certain selling stockholders of the Company may offer and sell shares of Class A Common Stock. And on August 16, 2018, the Company’s Class A Common Stock commenced trading on the NASDAQ Capital Market under the ticker symbol “SIC.” |
Loss per Share | Loss per Share Basic loss per share for the three and six months ended June 30, 2018 is computed by dividing net loss by the weighted average number of shares of common stock outstanding. For the three and six months ended June 30, 2017, no shares of SIC common stock were outstanding, therefore earnings per share is not available. The following table sets forth the computation of basic and diluted loss per share: Three Months Ended Six Months Ended (in thousands, except share data) June 30, 2018 June 30, 2018 Net Loss $ (86 ) $ (1,395 ) Weighted average shares of common stock outstanding: Basic and Diluted Class A common stock $ 21,750,000 $ 21,750,000 Basic and Diluted Class B common stock 3,864,626 3,864,626 Loss per share of common stock: Basic and Diluted Class A common stock $ (0.00 ) $ (0.05 ) Basic and Diluted Class B common stock $ (0.00 ) $ (0.05 ) All restricted stock awards outstanding consisting of 918,228 shares of restricted stock at June 30, 2018 and March 31, 2018 were excluded from the computation of diluted earnings per share in the three and six months ended June 30, 2018 because the Company reported a net loss and the effect of inclusion would have been antidilutive. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingencies, and reported revenues and expenses as of and for periods ended on the date of the consolidated financial statements. Actual results may vary materially from the estimates that were used. The Company’s significant accounting estimates include the determination of allowances for doubtful accounts, the lives and methods for recording depreciation and amortization on property and equipment, the fair value of reporting units and indefinite life intangible assets, deferred income taxes and the purchase price allocations used in the Company’s acquisitions. |
Reclassifications | Reclassifications Certain amounts in the consolidated financial statements for prior periods have been reclassified from general and administrative expense to cost of revenues to conform to current period presentation. |
Fair Value Measurement | Fair Value Measurement ASC 820-10 requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. The three levels of the fair value hierarchy are as follows: Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2—Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 3—Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The level of the fair value hierarchy in which the fair value measurement falls is determined by the lowest level input that is significant to the fair value measurement. The earn-out associated with our acquisition of Greencraft Holdings, LLC (which we refer to as “Greencraft”) in December 2017 had a fair value of $7.0 million and $5.8 million as of June 30, 2018 and December 31, 2017, respectively, is classified as Level 3 and is valued using the internal rate of return model. The assumptions used in preparing the internal rate of return model include estimates for future revenues from Greencraft products and services and a discount factor of 3.1% at June 30, 2018 and December 31, 2017. The assumptions used in preparing the internal rate of return model include estimates for outcome of milestone goals, the probability of achieving each outcome and discount rates. Any change to fair value based on a change in discount rate or estimates for the outcome of milestone goals will result in an adjustment to the fair value of the liability and to income / expense as a measurement period adjustment. Adjustments increasing the fair value of the earn-out by $0.9 million and $1.2 million was recorded as other expense for the three and six months ended June 30, 2018, respectively. At June 30, 2018 and December 31, 2017, the carrying value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, and short-term obligations approximate their respective fair values because of the short maturities of these instruments. The recorded values of the line of credit and notes payable approximate their fair values, as interest rates approximate market rates. Cash equivalents are measured at fair value on a recurring basis and are categorized as Level 1 based on quoted prices in active markets. The Company recognizes transfers between levels at the end of the reporting period as if the transfers occurred on the last day of the reporting period. There were no transfers during the six months ended June 30, 2018 or during 2017. |
Intangible Assets | Intangible Assets Intangible assets consist of customer relationships, trade names and non-compete agreements. The Company considers all its intangible assets to have definite lives, and such intangible assets are being amortized on the straight-line method over the estimated useful lives of the respective assets or on an accelerated basis based on the expected cash flows generated by the existing customers as follows: Range of estimated useful lives Weighted average useful life Customer relationships 5 years – 10 years 9 years Trade names 3 years – 11 years 10 years Non-compete agreements Life of agreement 4 years |
Business Combinations | Business Combinations The Company records business combinations using the acquisition method of accounting. Under the acquisition method of accounting, identifiable assets acquired and liabilities assumed are recorded at their acquisition date fair values. The excess of the purchase price over the estimated fair value is recorded as goodwill. Changes in the estimated fair values of net assets recorded for acquisitions prior to the finalization of more detailed analysis, but not to exceed one year from the date of acquisition, will adjust the amount of the purchase price allocable to goodwill. Measurement period adjustments are reflected in the period in which they occur. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets, such as property and equipment and intangible assets, whenever events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable, or at least annually. The assessment for possible impairment is based on the Company’s ability to recover the carrying value of the asset or asset group from the expected future undiscounted cash flows of the related operations. If the aggregate of these cash flows is less than the carrying value of such assets, an impairment loss is recognized for the difference between the estimated fair value and the carrying value. The measurement of impairment requires management to estimate future cash flows and the fair value of long-lived assets. There were no impairment losses on long-lived assets for the periods ended June 30, 2018 or December 31, 2017. |
Goodwill | Goodwill Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets, including intangible assets. During the year ended December 31, 2017, RDS recorded goodwill totaling $10.4 million related to the acquisition of Greencraft and ASG recorded goodwill totaling $25.4 million related to the acquisition of Pental Granite and Marble, LLC (which we refer to as “Pental”). ASG also acquired Cosmic Stone & Tile Distributors, Inc. (which we refer to as “Cosmic”) in 2017 with no significant impact on goodwill. During the six months ended June 30, 2018, ASG recorded goodwill totaling $0.05 million related to the acquisition of certain assets of Elegant Home Design, LLC (which we refer to as “Bedrock”), and $0.3 million related to the acquisition of certain assets of NSI, LLC (which we refer to as “NSI”). Additionally, RDS recorded a measurement period adjustment to goodwill for the acquisition of Greencraft of $0.3 million during the six months ended June 30, 2018 (See Note 4 |
Revenue Recognition | Revenue Recognition The Company’s revenue derived from the sale of imported granite, marble, and related items is recognized when persuasive evidence of an agreement exists through a purchase order or signed contract detailing the quantity and price, delivery per the agreement has been made, and collectability is reasonably assured. The Company’s contracts with its homebuilder customers are generally treated as short-term contracts for accounting purposes. These contracts will generally range in length from several days to several weeks. The Company accounts for these contracts under the completed contract method of accounting and will recognize revenue and cost of revenues when obligations under the contract are complete. The Company’s contracts related to multi-family projects are treated as long-term contacts for accounting purposes. Accordingly, the Company recognizes revenue using the percentage-of-completion method of accounting. The Company recognizes returned product as a reduction to revenue in the period the item is returned. The Company also realized rebates to customers as a reduction to revenue in the period the rebate is earned. |
Equity-based Compensation | Equity-based Compensation The Company accounts for equity-based awards by measuring the awards at the date of grant and recognizing the grant-date fair value as an expense using either straight-line or accelerated attribution, depending on the specific terms of the award agreements over the requisite service period, which is usually equivalent to the vesting period. See Note 12 |
Segment Reporting | Segment Reporting In accordance with ASC 280-10-50-1, an operating segment is a component of an entity that has all of the following characteristics: a. It engages in business activities from which it may earn revenues and incur expenses; b. Its discrete financial information is available; and c. Its operating results are regularly reviewed by the public entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. The Company has identified two operating segments that meet all three of the above criteria, RDS and ASG. Each of these operating segments provides products and services that generate revenue and incur expenses as it engages in business activities, and each maintains discrete financial information. Additionally, the Company’s chief operating decision maker, its Chief Executive Officer, reviews financial performance, approves budgets and allocates resources at each of the RDS and ASG operating segment level. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (which we refer to as the “JOBS Act”). The JOBS Act permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. The Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 107 of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. In May 2014, the FASB issued Accounting Standards Update (which we refer to as “ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330) In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In August 2016, the FASB issued ASU 2016–15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350) : Simplifying the Test for Goodwill Impairment Also, in January 2017, the FASB issued ASU 2017-01, Business Combination (Topic 805) — Clarifying the Definition of a Business In May 2017, the FASB issued ASU 2017-09, Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting In February 2018, the FASB issued authoritative guidance that permits reclassification of the income tax effects of the 2017 U.S. Tax Cuts and Jobs Act on other accumulated comprehensive income (“AOCI”) to retained earnings. This guidance may be adopted retrospectively to each period (or periods) in which the income tax effects of the Tax Cuts and Jobs Act related to items remaining in AOCI are recognized, or at the beginning of the period of adoption. The guidance becomes effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods, with early adoption permitted. The Company is currently assessing the adoption method and the impact that adopting this new accounting standard will have on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Computation of Basic and Diluted Loss per Share | The following table sets forth the computation of basic and diluted loss per share: Three Months Ended Six Months Ended (in thousands, except share data) June 30, 2018 June 30, 2018 Net Loss $ (86 ) $ (1,395 ) Weighted average shares of common stock outstanding: Basic and Diluted Class A common stock $ 21,750,000 $ 21,750,000 Basic and Diluted Class B common stock 3,864,626 3,864,626 Loss per share of common stock: Basic and Diluted Class A common stock $ (0.00 ) $ (0.05 ) Basic and Diluted Class B common stock $ (0.00 ) $ (0.05 ) All restricted stock awards outstanding consisting of 918,228 shares of restricted stock at June 30, 2018 and March 31, 2018 were excluded from the computation of diluted earnings per share in the three and six months ended June 30, 2018 because the Company reported a net loss and the effect of inclusion would have been antidilutive. |
Schedule of Estimated Useful Lives Definite Lived Intangible Assets | The Company considers all its intangible assets to have definite lives, and such intangible assets are being amortized on the straight-line method over the estimated useful lives of the respective assets or on an accelerated basis based on the expected cash flows generated by the existing customers as follows: Range of estimated useful lives Weighted average useful life Customer relationships 5 years – 10 years 9 years Trade names 3 years – 11 years 10 years Non-compete agreements Life of agreement 4 years |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Pro Forma Results of Operations | The following unaudited pro forma information for the period ended June 30, 2018 and 2017 has been prepared to give effect to the acquisition of Bedrock as if the acquisition had occurred on January 1, 2017. The pro forma information takes into account the preliminary purchase price allocation. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had this acquisition occurred on such date, nor does it purport to predict the results of operations for future periods. Six Months Ended June 30, (in thousands) 2018 2017 (unaudited) Pro Forma: Total revenue $ 231,474 $ 172,185 Net (loss) / income $ (1,367 ) $ 1,363 |
Elegant Home Design, LLC | |
Summary of Estimated Purchase Price Allocation of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated allocation of the preliminary purchase price as of the transaction’s closing date. (in thousands) Amount Accounts receivable $ 2,615 Inventory $ 13,673 Property and equipment $ 374 Goodwill $ 51 Customer relationships and other intangible assets $ 1,515 Other assets $ 223 Total assets acquired $ 18,451 Total liabilities $ 5,959 Total consideration $ 12,492 |
NSI, LLC | |
Summary of Estimated Purchase Price Allocation of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated allocation of the preliminary purchase price as of the transaction’s closing date. (in thousands) Amount Accounts receivable $ 251 Inventory $ 789 Goodwill $ 290 Total assets acquired $ 1,330 Total liabilities $ 1,040 Total consideration $ 290 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Summary of Significant Components of Inventory | Inventories are valued at the lower of cost and net realizable value, with cost determined under the first in first out method. The significant components of inventory were as follows: (in thousands) June 30, 2018 December 31, 2017 Raw Materials $ 103,143 $ 80,726 Installations in process $ 7,371 $ 6,903 $ 110,514 $ 87,629 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: (in thousands) June 30, 2018 December 31, 2017 Vehicles $ 6,622 $ 5,378 Machinery and equipment 3,643 2,807 Leasehold improvements 6,602 5,287 Furniture and fixtures 6,099 3,363 Computer equipment 3,554 2,908 Other 191 152 $ 26,711 $ 19,895 Less: accumulated depreciation and amortization (9,601 ) (6,669 ) Property and equipment, net $ 17,110 $ 13,226 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Change in Carrying Amount of Goodwill | The change in carrying amount of goodwill by reportable segment was as follows: (in thousands) ASG RDS Total Goodwill December 31, 2017 $ 43,712 $ 22,614 $ 66,326 NSI acquisition 290 — 290 Bedrock acquisition 51 — 51 Greencraft measurement period adjustment — 317 317 June 30, 2018 $ 44,053 $ 22,931 $ 66,984 |
Schedule of Gross Carrying Amount, Accumulated Amortization and Net Book Value of Intangible Assets | The following table provides the gross carrying amount, accumulated amortization and net book value by reportable segment for each class of intangible assets as of June 30, 2018: (in thousands) ASG RDS Total Gross Carrying Amount Gross Carrying Amount Customer relationships $ 58,290 $ 34,760 $ 93,050 Tradenames 6,970 9,550 16,520 Non-compete agreements 35 235 270 $ 65,295 $ 44,545 $ 109,840 ASG RDS Total Accumulated Amortization Accumulated Amortization Customer relationships $ (10,244 ) $ (19,497 ) $ (29,741 ) Tradenames (1,063 ) (1,903 ) (2,966 ) Non-compete agreements (4 ) (29 ) (33 ) $ (11,311 ) $ (21,429 ) $ (32,740 ) ASG RDS Total Net Book Value Net Book Value Customer relationships $ 48,046 $ 15,263 $ 63,309 Tradenames 5,907 7,647 13,554 Non-compete agreements 31 206 237 $ 53,984 $ 23,116 $ 77,100 The following table provides the gross carrying amount, accumulated amortization and net book value by reportable segment for each class of intangible assets as of December 31, 2017: (in thousands) ASG RDS Total Gross Carrying Amount Gross Carrying Amount Customer relationships $ 57,200 $ 34,760 $ 91,960 Tradenames 6,580 9,550 16,130 Non-compete agreements — 235 235 $ 63,780 $ 44,545 $ 108,325 ASG RDS Total Accumulated Amortization Accumulated Amortization Customer relationships $ (7,308 ) $ (16,527 ) $ (23,835 ) Tradenames (727 ) (1,500 ) (2,227 ) Non-compete agreements — — — $ (8,035 ) $ (18,027 ) $ (26,062 ) ASG RDS Total Net Book Value Net Book Value Customer relationships $ 49,892 $ 18,233 $ 68,125 Tradenames 5,853 8,050 13,903 Non-compete agreements — 235 235 $ 55,745 $ 26,518 $ 82,263 |
Schedule of Estimated Annual Amortization Expense | The estimated annual amortization expense for the next five years and thereafter is as follows: (in thousands) 2018 Remaining $ 6,700 2019 11,752 2020 8,459 2021 8,452 2022 8,376 Thereafter 33,361 $ 77,100 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consisted of the following: (in thousands) June 30, 2018 December 31, 2017 RDS equipment and vehicle notes $ 1,216 $ 1,397 ASG term loans 94,689 89,143 95,905 90,540 Unamortized debt issuance costs (1,963 ) (2,194 ) Total long-term debt 93,942 88,346 Current portion of long-term debt, net of financing fees $ 1,424 $ 1,449 Long-term debt, net of current portion and financing fees $ 92,518 $ 86,897 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Purchases for Maintain Exclusive Rights | Using an estimated price per container based on the average price per container in 2017, the future minimum purchases to maintain the exclusive rights as of June 30, 2018 are as follows: (in thousands) 2018 $ 18,401 2019 36,801 2020 36,801 $ 92,003 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Restricted Stock | |
Summary of Restricted Stock Activity and Phantom Stock Activity | A summary of the Company’s restricted stock activity for the six months ended June 30, 2018 is as follows: Shares of Restricted Stock Outstanding Weighted Average Grant Date Fair Value Nonvested shares at January 1, 2018 356,368 $ 12.00 Granted 561,860 $ 12.00 Forfeited — $ — Vested — $ — Nonvested shares at June 30, 2018 918,228 $ 12.00 |
Phantom Restricted Stock | |
Summary of Restricted Stock Activity and Phantom Stock Activity | A summary of the Company’s phantom stock activity for the period ended June 30, 2018 is as follows: Shares of Phantom Stock Outstanding Nonvested shares at January 1, 2018 356,368 Granted — Forfeited — Vested 70,440 Nonvested shares at June 30, 2018 285,928 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Performance of Segment based upon Revenues, Operating Income and Assets | The Company evaluates performance of the respective segments based upon revenues and operating income. Information for the periods presented is provided below: Six Months Ended June 30, (in thousands) 2018 2017 Net sales: RDS $ 125,417 $ 86,460 ASG 104,561 72,134 Elimination of intercompany sales (731 ) (509 ) Consolidated Total $ 229,247 $ 158,085 Operating income: RDS $ 6,673 $ 2,839 ASG 6,145 4,935 Elimination of intercompany operating income 43 (25 ) Unallocated corporate operating income (8,301 ) — Consolidated Total $ 4,560 $ 7,749 Capital expenditures: RDS $ 1,480 $ 848 ASG 4,912 818 Unallocated corporate capital expenditures 19 — Consolidated Total $ 6,411 $ 1,666 As of June 30, As of December 31, 2018 2017 Goodwill: RDS $ 22,931 $ 22,614 ASG 44,053 43,712 Consolidated Total $ 66,984 $ 66,326 Other intangible assets: RDS $ 23,116 $ 26,518 ASG 53,984 55,745 Consolidated Total $ 77,100 $ 82,263 Total Assets: RDS $ 102,720 $ 103,172 ASG 231,668 203,637 Elimination of intercompany receivables and inventory (288 ) (276 ) Unallocated corporate assets 15,840 13,713 Consolidated Total $ 349,940 $ 320,246 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Additional Information (Details) | Dec. 31, 2017USD ($)$ / sharesshares | Nov. 22, 2017USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2018USD ($)Segment$ / sharesshares | Jun. 30, 2017USD ($)shares | Dec. 31, 2017USD ($)$ / sharesshares | May 19, 2018USD ($) | Jan. 31, 2018USD ($) | Dec. 31, 2015USD ($) |
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Common stock, shares outstanding | shares | 0 | |||||||||
Fair value transfers between levels | $ 0 | $ 0 | ||||||||
Impairment losses on long-lived assets | $ 0 | 0 | ||||||||
Number of operating segments | Segment | 2 | |||||||||
Goodwill | $ 66,326,000 | $ 66,326,000 | $ 66,984,000 | $ 66,984,000 | 66,326,000 | |||||
RDS | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Goodwill | 22,614,000 | 22,614,000 | 22,931,000 | 22,931,000 | 22,614,000 | |||||
RDS | Measurement Period Adjustments | ASU 2015-16 | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Goodwill | $ 700,000 | |||||||||
ASG | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Goodwill | $ 43,712,000 | 43,712,000 | 44,053,000 | $ 44,053,000 | 43,712,000 | |||||
Greencraft Holdings, LLC. | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Assumptions used in preparing internal rate of return model include estimates for future revenues products and services discount factor | 3.10% | 3.10% | ||||||||
Adjustment increasing the fair value of earn-out other expense | 900,000 | $ 1,200,000 | ||||||||
Measurement period adjustment to goodwill | 317,000 | $ 0 | ||||||||
Greencraft Holdings, LLC. | RDS | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Goodwill acquired | 10,400,000 | |||||||||
Measurement period adjustment to goodwill | 317,000 | |||||||||
Greencraft Holdings, LLC. | ASG | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Measurement period adjustment to goodwill | 0 | |||||||||
Greencraft Holdings, LLC. | Level 3 | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Earn-out with a fair value | $ 5,800,000 | $ 5,800,000 | $ 7,000,000 | 7,000,000 | 5,800,000 | |||||
Pental Granite and Marble, LLC | ASG | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Goodwill acquired | $ 25,400,000 | |||||||||
Elegant Home Design, LLC | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Earn-out with a fair value | $ 3,000,000 | |||||||||
Goodwill acquired | 51,000 | |||||||||
Goodwill | $ 51,000 | |||||||||
Elegant Home Design, LLC | RDS | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Goodwill acquired | 0 | |||||||||
Elegant Home Design, LLC | ASG | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Goodwill acquired | 51,000 | |||||||||
NSI, LLC | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Goodwill acquired | 290,000 | |||||||||
Goodwill | $ 290,000 | |||||||||
NSI, LLC | RDS | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Goodwill acquired | 0 | |||||||||
NSI, LLC | ASG | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Goodwill acquired | $ 290,000 | |||||||||
Restricted Stock | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Antidilutive securities excluded from computation of earnings per share, amount | shares | 918,228 | 918,228 | ||||||||
Class B | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Common stock, par value per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Common stock, shares outstanding | shares | 3,864,626 | 3,864,626 | 3,864,626 | 3,864,626 | 3,864,626 | |||||
Class B | November 2017 Private Offering and Private Placement | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Common stock, shares outstanding | shares | 3,864,626 | 3,864,626 | ||||||||
Class B | November 2017 Restructuring Transactions | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Common stock, par value per share | $ / shares | $ 0.01 | |||||||||
Class A | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Common stock, par value per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Common stock, shares outstanding | shares | 21,750,000 | 21,750,000 | 21,750,000 | 21,750,000 | 21,750,000 | |||||
Class A | November 2017 Private Offering and Private Placement | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Number of shares of common stock issued and sold to new investors | shares | 18,750,000 | 3,000,000 | ||||||||
Public offering price per share | $ / shares | $ 12 | $ 12 | $ 12 | $ 12 | ||||||
Common stock, shares outstanding | shares | 21,750,000 | 21,750,000 | ||||||||
Class A | November 2017 Restructuring Transactions | November 2017 Private Offering and Private Placement | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Common stock, par value per share | $ / shares | $ 0.01 | |||||||||
Number of shares of common stock issued and sold to new investors | shares | 18,750,000 | 3,000,000 | ||||||||
Public offering price per share | $ / shares | $ 12 | $ 12 | $ 12 | $ 12 | ||||||
Gross proceeds from issuance common stock | $ 225,000,000 | $ 36,000,000 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Schedule of Computation of Basic and Diluted Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Earnings Per Share [Line Items] | ||
Net Loss | $ (86) | $ (1,395) |
Class A | ||
Weighted average shares of common stock outstanding: | ||
Basic and Diluted | 21,750,000 | 21,750,000 |
Loss per share of common stock: | ||
Basic and Diluted | $ 0 | $ (0.05) |
Class B | ||
Weighted average shares of common stock outstanding: | ||
Basic and Diluted | 3,864,626 | 3,864,626 |
Loss per share of common stock: | ||
Basic and Diluted | $ 0 | $ (0.05) |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives Definite Lived Intangible Assets (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Customer Relationships | |
Finite Lived Intangible Assets [Line Items] | |
Weighted average useful life | 9 years |
Customer Relationships | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Range of estimated useful lives | 10 years |
Customer Relationships | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Range of estimated useful lives | 5 years |
Trade Names | |
Finite Lived Intangible Assets [Line Items] | |
Weighted average useful life | 10 years |
Trade Names | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Range of estimated useful lives | 11 years |
Trade Names | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Range of estimated useful lives | 3 years |
Non-compete Agreements | |
Finite Lived Intangible Assets [Line Items] | |
Range of estimated useful lives | Life of agreement |
Weighted average useful life | 4 years |
Concentrations, Risks and Unc35
Concentrations, Risks and Uncertainties - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018USD ($)Customer | Jun. 30, 2017Customer | Jun. 30, 2018USD ($)Customer | Jun. 30, 2017Customer | Dec. 31, 2017Customer | |
Concentration Risk [Line Items] | |||||
Accounts are insured by the Federal Deposit Insurance Corporation | $ | $ 250 | $ 250 | |||
Revenues | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Number of customers | 1 | 1 | 1 | 1 | |
Concentration of risk, percentage | 10.80% | 10.80% | 11.30% | 12.70% | |
Accounts Receivable | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Number of customers | 0 | 0 | |||
Concentration of risk, percentage | 10.00% | 10.00% |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | May 19, 2018 | Jan. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
Business Acquisition [Line Items] | |||||
Net income | $ (86,000) | $ (1,395,000) | |||
Elegant Home Design, LLC | |||||
Business Acquisition [Line Items] | |||||
Purchase consideration | $ 12,500,000 | ||||
Cash consideration | 11,500,000 | ||||
Accrued liability recorded | 1,000,000 | 1,000,000 | $ 0 | ||
Additional consideration payable | 3,000,000 | ||||
Compensation expense associated with provision | $ 0 | 0 | |||
Line of credit , additional borrowings | $ 6,250,000 | ||||
Net revenue | 12,500,000 | ||||
Net income | 700,000 | ||||
Pro forma adjustments, general and administrative expense | 20,000 | 130,000 | |||
Pro forma adjustments, accrued interest expense | $ 50,000 | $ 330,000 | |||
NSI, LLC | |||||
Business Acquisition [Line Items] | |||||
Purchase consideration | $ 300,000 |
Acquisitions - Summary of Estim
Acquisitions - Summary of Estimated Purchase Price Allocation of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | May 19, 2018 | Jan. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 66,984 | $ 66,326 | ||
Elegant Home Design, LLC | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | $ 2,615 | |||
Inventory | 13,673 | |||
Property and equipment | 374 | |||
Goodwill | 51 | |||
Customer relationships and other intangible assets | 1,515 | |||
Other assets | 223 | |||
Total assets acquired | 18,451 | |||
Total liabilities | 5,959 | |||
Total consideration | $ 12,492 | |||
NSI, LLC | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | $ 251 | |||
Inventory | 789 | |||
Goodwill | 290 | |||
Total assets acquired | 1,330 | |||
Total liabilities | 1,040 | |||
Total consideration | $ 290 |
Acquisitions - Pro Forma Result
Acquisitions - Pro Forma Results of Operations (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Pro Forma: | ||
Total revenue | $ 231,474 | $ 172,185 |
Net (loss) / income | $ (1,367) | $ 1,363 |
Inventories - Summary of Signif
Inventories - Summary of Significant Components of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 103,143 | $ 80,726 |
Installations in process | 7,371 | 6,903 |
Inventories | $ 110,514 | $ 87,629 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 26,711 | $ 19,895 |
Less: accumulated depreciation and amortization | (9,601) | (6,669) |
Property and equipment, net | 17,110 | 13,226 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 6,622 | 5,378 |
Less: accumulated depreciation and amortization | (200) | (50) |
Property and equipment, net | 1,400 | 1,100 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 3,643 | 2,807 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 6,602 | 5,287 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 6,099 | 3,363 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 3,554 | 2,908 |
Other | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 191 | $ 152 |
Property, Plant and Equipment41
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 1.6 | $ 0.8 | $ 3 | $ 1.4 |
Cost of Goods Sold | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | 0.9 | 0.5 | 1.7 | 1 |
General and Administrative Expense | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | $ 0.7 | $ 0.2 | $ 1.3 | $ 0.4 |
Goodwill and Intangible Asset42
Goodwill and Intangible Assets - Summary of Change in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Goodwill [Line Items] | |||
December 31, 2017 | $ 66,326 | ||
June 30, 2018 | 66,984 | $ 66,326 | |
ASG | |||
Goodwill [Line Items] | |||
December 31, 2017 | 43,712 | ||
June 30, 2018 | 44,053 | 43,712 | |
RDS | |||
Goodwill [Line Items] | |||
December 31, 2017 | 22,614 | ||
June 30, 2018 | 22,931 | 22,614 | |
NSI, LLC | |||
Goodwill [Line Items] | |||
Goodwill acquired | 290 | ||
NSI, LLC | ASG | |||
Goodwill [Line Items] | |||
Goodwill acquired | 290 | ||
NSI, LLC | RDS | |||
Goodwill [Line Items] | |||
Goodwill acquired | 0 | ||
Elegant Home Design, LLC | |||
Goodwill [Line Items] | |||
Goodwill acquired | 51 | ||
Elegant Home Design, LLC | ASG | |||
Goodwill [Line Items] | |||
Goodwill acquired | 51 | ||
Elegant Home Design, LLC | RDS | |||
Goodwill [Line Items] | |||
Goodwill acquired | 0 | ||
Greencraft Holdings, LLC. | |||
Goodwill [Line Items] | |||
Greencraft measurement period adjustment | 317 | $ 0 | |
Greencraft Holdings, LLC. | ASG | |||
Goodwill [Line Items] | |||
Greencraft measurement period adjustment | 0 | ||
Greencraft Holdings, LLC. | RDS | |||
Goodwill [Line Items] | |||
Goodwill acquired | $ 10,400 | ||
Greencraft measurement period adjustment | $ 317 |
Goodwill and Intangible Asset43
Goodwill and Intangible Assets - Schedule of Gross Carrying Amount, Accumulated Amortization and Net Book Value of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 109,840 | $ 108,325 |
Accumulated Amortization | (32,740) | (26,062) |
Net Book Value | 77,100 | 82,263 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 93,050 | 91,960 |
Accumulated Amortization | (29,741) | (23,835) |
Net Book Value | 63,309 | 68,125 |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 16,520 | 16,130 |
Accumulated Amortization | (2,966) | (2,227) |
Net Book Value | 13,554 | 13,903 |
Non-compete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 270 | 235 |
Accumulated Amortization | (33) | 0 |
Net Book Value | 237 | 235 |
ASG | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 65,295 | 63,780 |
Accumulated Amortization | (11,311) | (8,035) |
Net Book Value | 53,984 | 55,745 |
ASG | Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 58,290 | 57,200 |
Accumulated Amortization | (10,244) | (7,308) |
Net Book Value | 48,046 | 49,892 |
ASG | Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,970 | 6,580 |
Accumulated Amortization | (1,063) | (727) |
Net Book Value | 5,907 | 5,853 |
ASG | Non-compete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 35 | 0 |
Accumulated Amortization | (4) | 0 |
Net Book Value | 31 | 0 |
RDS | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 44,545 | 44,545 |
Accumulated Amortization | (21,429) | (18,027) |
Net Book Value | 23,116 | 26,518 |
RDS | Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 34,760 | 34,760 |
Accumulated Amortization | (19,497) | (16,527) |
Net Book Value | 15,263 | 18,233 |
RDS | Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,550 | 9,550 |
Accumulated Amortization | (1,903) | (1,500) |
Net Book Value | 7,647 | 8,050 |
RDS | Non-compete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 235 | 235 |
Accumulated Amortization | (29) | 0 |
Net Book Value | $ 206 | $ 235 |
Goodwill and Intangible Asset44
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization expense on intangible assets | $ 3.3 | $ 2.9 | $ 6.7 | $ 5.2 |
Goodwill and Intangible Asset45
Goodwill and Intangible Assets - Schedule of Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2018 Remaining | $ 6,700 | |
2,019 | 11,752 | |
2,020 | 8,459 | |
2,021 | 8,452 | |
2,022 | 8,376 | |
Thereafter | 33,361 | |
Amortization expense | $ 77,100 | $ 82,263 |
Lines of Credit - Additional In
Lines of Credit - Additional Information (Details) - USD ($) | Jun. 28, 2018 | Jun. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Feb. 28, 2017 |
RDS Line of Credit | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | $ 5,000,000 | $ 5,000,000 | ||||||
Percentage of borrowing base | 25.00% | ||||||||
Percentage of value of eligible inventory | 65.00% | ||||||||
Percentage of net orderly liquidation value of eligible inventory | 85.00% | ||||||||
Line of credit maturity date | Jun. 29, 2018 | Jun. 29, 2018 | |||||||
Percentage of interest rate on outstanding balance under RDS credit agreement | 5.50% | ||||||||
Line of credit, outstanding amount | 0 | $ 0 | $ 14,000,000 | ||||||
Amount of outstanding letters of credit | 0 | 0 | 0 | ||||||
Non-cash interest expense | 10,000 | $ 10,000 | 20,000 | $ 20,000 | |||||
Debt issuance cost remaining balance expensed as non-cash interest expense at termination of RDS credit agreement | 40,000 | ||||||||
Unamortized debt issuance costs related to the RDS credit agreement | 0 | 0 | $ 80,000 | ||||||
RDS Line of Credit | Maximum | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Percentage of eligible builder accounts receivable | 85.00% | ||||||||
Percentage of eligible homeowner accounts receivable | 85.00% | ||||||||
Threshold amount to determine eligible homeowner accounts receivable | $ 3,000,000 | ||||||||
Percentage of value of eligible unbilled accounts | 70.00% | ||||||||
Threshold amount to determine value of eligible unbilled accounts | $ 3,000,000 | ||||||||
ASG Line of Credit | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | $ 40,000,000 | |||||||
Line of credit maturity date | Feb. 27, 2022 | ||||||||
Percentage of interest rate on outstanding balance under RDS credit agreement | 5.00% | ||||||||
Line of credit, outstanding amount | 0 | 0 | $ 5,300,000 | ||||||
Unamortized debt issuance costs related to the RDS credit agreement | 0 | $ 0 | 0 | ||||||
Debt instrument, description of variable rate basis | 30-day interest period as determined | ||||||||
ASG Line of Credit | Federal Funds Rate | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Floating interest rate per annum | 0.50% | ||||||||
ASG Line of Credit | LIBOR | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Floating interest rate per annum | 2.00% | ||||||||
SIC Line Of Credit | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 80,000,000 | ||||||||
Line of credit maturity date | Jun. 28, 2023 | ||||||||
Line of credit, outstanding amount | 35,900,000 | $ 35,900,000 | |||||||
Non-cash interest expense | 0 | $ 0 | 0 | $ 0 | |||||
Unamortized debt issuance costs related to the RDS credit agreement | $ 500,000 | 500,000 | $ 0 | ||||||
Line of credit facility maximum borrowing capacity upon satisfaction of certain conditions | $ 130,000,000 | ||||||||
Letter of credit facility maximum aggregate stated amount | $ 15,000,000 | ||||||||
Increase in floating interest rate, basis points | 2.00% | ||||||||
Debt issuance costs | $ 500,000 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Feb. 28, 2017 |
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 95,905 | $ 90,540 | |
Unamortized debt issuance costs | (1,963) | (2,194) | |
Total long-term debt | 93,942 | 88,346 | |
Current portion of long-term debt, net of financing fees | 1,424 | 1,449 | |
Long-term debt, net of current portion and financing fees | 92,518 | 86,897 | |
RDS equipment and vehicle notes | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 1,216 | 1,397 | |
ASG term loans | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 94,689 | 89,143 | |
Unamortized debt issuance costs | $ (2,000) | $ (2,200) | $ (600) |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
May 31, 2016 | Dec. 31, 2015 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Jan. 31, 2018 | Feb. 28, 2017 | |
Debt Instrument [Line Items] | |||||||||
Outstanding balance | $ 95,905 | $ 95,905 | $ 90,540 | ||||||
Outstanding on loan | 93,942 | 93,942 | 88,346 | ||||||
Unamortized debt issuance costs | 1,963 | $ 1,963 | 2,194 | ||||||
RDS equipment and vehicle notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, maturity date | Dec. 31, 2022 | ||||||||
Outstanding balance | 1,216 | $ 1,216 | 1,397 | ||||||
December 2015, ASG loan agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate amount | $ 1,700 | ||||||||
Debt instrument, interest rate | 3.75% | ||||||||
Debt instrument, maturity date range, start | Apr. 8, 2016 | ||||||||
Debt instrument, maturity date range, end | Mar. 8, 2021 | ||||||||
Outstanding on loan | 900 | 900 | 1,000 | ||||||
May 2016, ASG loan agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, maturity date | Jan. 1, 2023 | ||||||||
Aggregate amount | $ 200 | ||||||||
Debt instrument, interest rate | 8.00% | ||||||||
Outstanding on loan | 100 | $ 100 | 100 | ||||||
February 2017, ASG financing agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate amount | $ 105,000 | ||||||||
Debt instrument, maturity date range, start | Jul. 1, 2017 | ||||||||
Debt instrument, maturity date range, end | Feb. 28, 2022 | ||||||||
Outstanding on loan | 93,700 | $ 93,700 | $ 88,000 | $ 6,250 | |||||
February 2017, ASG financing agreement | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Floating interest rate per annum | 7.25% | ||||||||
February 2017, ASG financing agreement | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Floating interest rate per annum | 7.25% | ||||||||
ASG term loans | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding balance | 94,689 | 94,689 | $ 89,143 | ||||||
Non-cash interest expense | 100 | $ 100 | 300 | $ 200 | |||||
Unamortized debt issuance costs | $ 2,000 | $ 2,000 | $ 2,200 | $ 600 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018USD ($)Facility | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)FacilityStateContainer | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Lessor Lease Description [Line Items] | |||||
Acquisition cost included in PP&E related to leased vehicles | $ 17,110,000 | $ 17,110,000 | $ 13,226,000 | ||
Accumulated amortization related to leased vehicles | 9,601,000 | 9,601,000 | 6,669,000 | ||
Aggregate deferred rent | 1,300,000 | 1,300,000 | 1,300,000 | ||
Aggregate rent expense | 3,100,000 | $ 2,200,000 | $ 6,000,000 | $ 3,800,000 | |
Pental Granite and Marble, LLC | |||||
Lessor Lease Description [Line Items] | |||||
Minimum purchase volume per month | Container | 90 | ||||
Pental Granite and Marble, LLC | United States of America | |||||
Lessor Lease Description [Line Items] | |||||
Number of states exclusive distribution rights | State | 23 | ||||
Vehicles | |||||
Lessor Lease Description [Line Items] | |||||
Leased vehicles, depreciation method | straight-line basis | ||||
Life of lease | 4 years | ||||
Acquisition cost included in PP&E related to leased vehicles | 1,400,000 | $ 1,400,000 | 1,100,000 | ||
Accumulated amortization related to leased vehicles | 200,000 | 200,000 | $ 50,000 | ||
Amortization expense of leased vehicles | $ 80,000 | $ 0 | $ 200,000 | $ 0 | |
Corporate, Administrative, Fabrication and Warehousing Facilities | RDS | SIC Shareholder | |||||
Lessor Lease Description [Line Items] | |||||
Long-term non-cancelable operating lease agreements expiration month and year | 2023-04 | ||||
Number of facility leases with company owned | Facility | 4 | 4 | |||
Office Equipment | RDS | |||||
Lessor Lease Description [Line Items] | |||||
Long-term non-cancelable operating lease agreements expiration month and year | 2020-10 | ||||
Facilities and Equipment | ASG | SIC Shareholder or Other Related Parties | |||||
Lessor Lease Description [Line Items] | |||||
Long-term non-cancelable operating lease agreements expiration month and year | 2029-10 | ||||
Number of facility leases with company owned | Facility | 3 | 3 |
Commitments and Contingencies50
Commitments and Contingencies - Schedule of Future Minimum Purchases for Maintain Exclusive Rights (Details) - Pental Granite and Marble, LLC $ in Thousands | Jun. 30, 2018USD ($) |
Long Term Purchase Commitment [Line Items] | |
2,018 | $ 18,401 |
2,019 | 36,801 |
2,020 | 36,801 |
Future minimum purchase | $ 92,003 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 22, 2017 | Dec. 31, 2017 | Jun. 30, 2018 | Nov. 22, 2017 | Jun. 30, 2017 |
Class Of Stock [Line Items] | |||||
Common stock, shares outstanding | 0 | ||||
Total equity | $ 148,087 | $ 148,340 | |||
Change in equity during period | 300 | ||||
Increase in additional paid in capital related to accrual of restricted stock expense | 1,700 | ||||
Increase to accumulated deficit resulting from net loss | $ 1,400 | ||||
Special stock dividends description | The Registration Rights Agreement also provided that Special Stock Dividends will accrue at a daily rate equal to the quotient of (i) 0.05 multiplied by 21,750,000 (the aggregate number of shares of Class A Common Stock sold and issued in the November 2017 Private Offering and Private Placement) divided by (ii) 365, up to a maximum aggregate number of shares of Class A Common Stock equal to 1,460,149 shares (which we refer to as “Maximum Accrual Amount”), and will cease accruing upon the Shelf Registration Statement being declared effective, and the Class A Common Stock commencing trading on a national exchange. | ||||
Conversion of stock, Shares converted | 1 | ||||
Class A | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 21,750,000 | 21,750,000 | |||
Common stock, shares outstanding | 21,750,000 | 21,750,000 | |||
Maximum aggregate number of shares | 1,460,149 | ||||
Number of shares of special stock dividends accrued | 89,393 | ||||
Class B | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 9,244,112 | 3,864,626 | 3,864,626 | 9,244,112 | |
Common stock, shares outstanding | 3,864,626 | 3,864,626 | |||
Shares repurchase price per share | $ 0.01 | ||||
Shares held in escrow | 1,460,149 | ||||
Class B | Members of Management | |||||
Class Of Stock [Line Items] | |||||
Shares held in escrow | 460,149 | ||||
Class B | Affiliates of Trive Capital | |||||
Class Of Stock [Line Items] | |||||
Shares held in escrow | 1,000,000 | ||||
November 2017 Private Offering and Private Placement | Class A | |||||
Class Of Stock [Line Items] | |||||
Number of shares of common stock issued and sold to new investors | 18,750,000 | 3,000,000 | |||
Offering price per share | $ 12 | $ 12 | $ 12 | ||
Gross proceeds from offering | $ 225,000 | $ 36,000 | |||
Common stock, shares issued | 21,750,000 | ||||
Common stock, shares outstanding | 21,750,000 | ||||
November 2017 Private Offering and Private Placement | Class B | |||||
Class Of Stock [Line Items] | |||||
Common stock repurchased and retired during period, shares | 3,000,000 | ||||
Common stock, shares outstanding | 3,864,626 | ||||
November 2017 Private Offering and Private Placement | Class B | Affiliates of Trive Capital | |||||
Class Of Stock [Line Items] | |||||
Common stock repurchased and retired during period, shares | 2,379,486 | ||||
Common stock repurchased and retired during period, value | $ 26,600 | ||||
RDS | |||||
Class Of Stock [Line Items] | |||||
Distributions to members, prior to restructuring transactions | $ 20,800 | ||||
ASG | |||||
Class Of Stock [Line Items] | |||||
Distributions to members, prior to restructuring transactions | 14,600 | ||||
RDS and ASG | November 2017 Private Offering and Private Placement | |||||
Class Of Stock [Line Items] | |||||
Purchase amount of equity interests | $ 62,700 | $ 62,700 |
Stock Compensation - Additional
Stock Compensation - Additional Information (Details) - USD ($) | Nov. 22, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Restricted Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares of common stock granted | 561,860 | |||||
Restricted Stock | November 2017 Private Offering and Private Placement | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares of common stock granted | 356,368 | 561,860 | ||||
Vesting period | 3 years | 3 years | ||||
Restricted Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total remaining stock-based compensation expense for nonvested stock | $ 9,700,000 | $ 9,700,000 | ||||
Total remaining stock-based compensation expense for nonvested stock, excepted weighted average remaining recognition period | 2 years 8 months 12 days | |||||
Stock-based compensation expense | 800,000 | $ 0 | $ 1,600,000 | $ 0 | ||
Phantom Restricted Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total remaining stock-based compensation expense for nonvested stock | 1,900,000 | $ 1,900,000 | ||||
Total remaining stock-based compensation expense for nonvested stock, excepted weighted average remaining recognition period | 6 months | |||||
Stock-based compensation expense | $ 1,500,000 | $ 0 | $ 2,300,000 | $ 0 | ||
Phantom Restricted Stock | November 2017 Private Offering and Private Placement | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares of common stock granted | 356,368 | |||||
Vesting period | 3 years | |||||
2017 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Maximum aggregate number of shares issuable | 2,561,463 | |||||
Shares of common stock available for grant | 1,286,867 | 1,286,867 | 1,848,727 | |||
Stock option activity | 0 |
Stock Compensation - Summary of
Stock Compensation - Summary of Restricted Stock Activity (Details) - Restricted Stock | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Shares of Restricted Stock Outstanding | |
Nonvested shares, Beginning Balance | shares | 356,368 |
Granted | shares | 561,860 |
Nonvested shares, Ending Balance | shares | 918,228 |
Weighted Average Grant Date Fair Value | |
Nonvested shares, Beginning Balance | $ / shares | $ 12 |
Granted | $ / shares | 12 |
Nonvested shares, Ending Balance | $ / shares | $ 12 |
Stock Compensation - Summary 54
Stock Compensation - Summary of Phantom Stock Activity (Details) - Phantom Stock | 6 Months Ended |
Jun. 30, 2018shares | |
Shares of Phanton Stock Outstanding | |
Nonvested shares, Beginning Balance | 356,368 |
Vested | 70,440 |
Nonvested shares, Ending Balance | 285,928 |
Provision for Income Taxes - Ad
Provision for Income Taxes - Additional Information (Details) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 27.83% | 14.84% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018USD ($)Facility | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)FacilityExecutive | Jun. 30, 2017USD ($)Installment | Dec. 31, 2017USD ($) | |
Related Party Transaction [Line Items] | |||||
Aggregate rent expense | $ 3,100,000 | $ 2,200,000 | $ 6,000,000 | $ 3,800,000 | |
RDS | Subcontractors and Supplier | |||||
Related Party Transaction [Line Items] | |||||
Related party accounts payable | 10,000 | $ 10,000 | |||
Related party unpaid amount | $ 0 | ||||
Number of family members have ownership interest | Executive | 2 | ||||
Related party transaction, Amounts of transaction | 600,000 | 300,000 | $ 900,000 | 400,000 | |
ASG | |||||
Related Party Transaction [Line Items] | |||||
Related party unpaid amount | 0 | 0 | 0 | ||
Related party transaction cost | 10,000 | 0 | 50,000 | 0 | |
Trive Capital Management | Consulting Agreement | |||||
Related Party Transaction [Line Items] | |||||
Consulting fee and expenses from transactions | 0 | 300,000 | 0 | $ 400,000 | |
Outstanding balance due | $ 0 | $ 0 | |||
Related party accounts payable | 100,000 | ||||
Trive Capital Management | Consulting Agreement | Minimum | |||||
Related Party Transaction [Line Items] | |||||
Percentage of affiliates to hold outstanding common stock | 5.00% | ||||
Trive Capital Management | RDS | Consulting Agreement | |||||
Related Party Transaction [Line Items] | |||||
Annual consulting fee | $ 400,000 | ||||
Number of quarterly installments | Installment | 4 | ||||
Quarterly installment amount | $ 100,000 | ||||
Agreement termination date | 2017-11 | ||||
Trive Capital Management | ASG | Consulting Agreement | |||||
Related Party Transaction [Line Items] | |||||
Annual consulting fee | $ 400,000 | ||||
Number of quarterly installments | Installment | 4 | ||||
Quarterly installment amount | $ 100,000 | ||||
Agreement termination date | 2017-11 | ||||
Trust Affiliated with Stockholder | RDS | Facility Rent | |||||
Related Party Transaction [Line Items] | |||||
Number of facilities leased | Facility | 4 | 4 | |||
Aggregate rent expense | $ 200,000 | 200,000 | $ 400,000 | $ 400,000 | |
Related party unpaid amount | 0 | 0 | 0 | ||
AG&M Bee Creek Investments Ltd | ASG | Facility Rent | |||||
Related Party Transaction [Line Items] | |||||
Aggregate rent expense | 100,000 | 100,000 | 200,000 | 200,000 | |
Related party unpaid amount | 0 | $ 0 | 0 | ||
Lease renewed date | Feb. 29, 2016 | ||||
Lease renewal term | 5 years | ||||
AG&M San Antonio Investments Ltd | ASG | Facility Rent | |||||
Related Party Transaction [Line Items] | |||||
Aggregate rent expense | 40,000 | 30,000 | $ 90,000 | 80,000 | |
Related party unpaid amount | 0 | $ 0 | 0 | ||
Lease renewed date | Feb. 29, 2016 | ||||
Lease renewal term | 2 years | ||||
502 Jersey Ave LLC | ASG | Facility Rent | |||||
Related Party Transaction [Line Items] | |||||
Aggregate rent expense | 90,000 | 0 | $ 200,000 | 0 | |
Related party unpaid amount | 0 | 0 | 0 | ||
521 Digiulian Boulevard LLC | ASG | Facility Rent | |||||
Related Party Transaction [Line Items] | |||||
Aggregate rent expense | 40,000 | 0 | 40,000 | 0 | |
Related party unpaid amount | 0 | 0 | 0 | ||
Officer | Other Consulting Services | |||||
Related Party Transaction [Line Items] | |||||
Related party accounts payable | 10,000 | 10,000 | |||
Related party unpaid amount | $ 0 | ||||
Related party transaction cost | $ 80,000 | $ 30,000 | $ 100,000 | $ 100,000 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2018Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segment Information - Performan
Segment Information - Performance of Segment based upon Revenues and Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Net sales: | ||||
Net sales | $ 124,861 | $ 90,361 | $ 229,247 | $ 158,085 |
Operating income: | ||||
Operating income | $ 3,610 | $ 7,056 | 4,560 | 7,749 |
Capital expenditures: | ||||
Capital expenditures | 6,411 | 1,666 | ||
Elimination | ||||
Net sales: | ||||
Net sales | (731) | (509) | ||
Operating income: | ||||
Operating income | 43 | (25) | ||
Operating Segments | RDS | ||||
Net sales: | ||||
Net sales | 125,417 | 86,460 | ||
Operating income: | ||||
Operating income | 6,673 | 2,839 | ||
Capital expenditures: | ||||
Capital expenditures | 1,480 | 848 | ||
Operating Segments | ASG | ||||
Net sales: | ||||
Net sales | 104,561 | 72,134 | ||
Operating income: | ||||
Operating income | 6,145 | 4,935 | ||
Capital expenditures: | ||||
Capital expenditures | 4,912 | $ 818 | ||
Unallocated | ||||
Operating income: | ||||
Operating income | (8,301) | |||
Capital expenditures: | ||||
Capital expenditures | $ 19 |
Segment Information - Summary o
Segment Information - Summary of Segment Assets to Consolidated (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Goodwill: | ||
Goodwill | $ 66,984 | $ 66,326 |
Other intangible assets: | ||
Other intangible assets | 77,100 | 82,263 |
ASSETS | ||
Assets | 349,940 | 320,246 |
Operating Segments | RDS | ||
Goodwill: | ||
Goodwill | 22,931 | 22,614 |
Other intangible assets: | ||
Other intangible assets | 23,116 | 26,518 |
ASSETS | ||
Assets | 102,720 | 103,172 |
Operating Segments | ASG | ||
Goodwill: | ||
Goodwill | 44,053 | 43,712 |
Other intangible assets: | ||
Other intangible assets | 53,984 | 55,745 |
ASSETS | ||
Assets | 231,668 | 203,637 |
Elimination | ||
ASSETS | ||
Assets | (288) | (276) |
Unallocated | ||
ASSETS | ||
Assets | $ 15,840 | $ 13,713 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - shares | Aug. 31, 2018 | Aug. 22, 2018 | Aug. 15, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 |
Subsequent Event [Line Items] | ||||||
Common equity, shares outstanding | 0 | |||||
Class A | ||||||
Subsequent Event [Line Items] | ||||||
Common equity, shares outstanding | 21,750,000 | 21,750,000 | ||||
Class B | ||||||
Subsequent Event [Line Items] | ||||||
Common equity, shares outstanding | 3,864,626 | 3,864,626 | ||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Special stock dividend accrued for common stock shares | 226,513 | |||||
Subsequent Event | ASG | ||||||
Subsequent Event [Line Items] | ||||||
Assets acquisition date | Aug. 22, 2018 | |||||
Subsequent Event | RDS | ||||||
Subsequent Event [Line Items] | ||||||
Assets acquisition date | Aug. 31, 2018 | |||||
Subsequent Event | Class A | ||||||
Subsequent Event [Line Items] | ||||||
Number of securities called by each shares | 1 | |||||
Subsequent Event | Class B | ||||||
Subsequent Event [Line Items] | ||||||
Common equity, shares outstanding | 0 |