Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 02, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Select Interior Concepts, Inc. | |
Entity Central Index Key | 0001723866 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Current Reporting Status | Yes | |
Trading Symbol | SIC | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Entity Common Stock, Shares Outstanding | 25,037,135 | |
Entity File Number | 001-38632 | |
Entity Tax Identification Number | 474640296 | |
Entity Address, Address Line One | 400 Galleria Parkway | |
Entity Address, Address Line Two | Suite 1760 | |
Entity Address, City or Town | Atlanta | |
Entity Address, State or Province | Georgia | |
Entity Address, Postal Zip Code | 30339 | |
City Area Code | 714 | |
Local Phone Number | 701-4200 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 1,905 | $ 6,362 |
Restricted cash | 3,000 | |
Accounts receivable, net of allowance for doubtful accounts of $372 and $500, respectively | 70,110 | 63,601 |
Inventories | 115,162 | 108,270 |
Prepaid expenses and other current assets | 5,086 | 2,809 |
Income taxes receivable | 3,758 | 1,263 |
Total current assets | 196,021 | 185,305 |
Property and equipment, net of accumulated depreciation of $17,104 and $13,038, respectively | 21,685 | 19,798 |
Deferred tax assets, net | 9,355 | 9,355 |
Goodwill | 98,541 | 94,593 |
Intangible assets, net | 97,418 | 100,715 |
Other assets | 6,303 | 6,248 |
Total assets | 429,323 | 416,014 |
Current liabilities | ||
Current portion of long-term debt, net of financing fees of $511 | 1,296 | 1,368 |
Current portion of capital lease obligations | 719 | 500 |
Accounts payable | 45,934 | 37,265 |
Income taxes payable | 984 | |
Accrued expenses and other current liabilities | 22,364 | 27,620 |
Customer deposits | 9,547 | 9,908 |
Total current liabilities | 79,860 | 77,645 |
Line of credit | 35,917 | 36,706 |
Long-term debt, net of current portion and financing fees of $1,362 and $1,618, respectively | 153,297 | 142,442 |
Long-term capital lease obligations | 1,504 | 1,544 |
Other long-term liabilities | 6,788 | 8,983 |
Total liabilities | 277,366 | 267,320 |
Commitments and contingencies (see Note 10) | ||
Stockholders' equity | ||
Additional paid in capital | 158,582 | 156,601 |
Accumulated deficit | (6,875) | (8,164) |
Total stockholders' equity | 151,957 | 148,694 |
Total liabilities and equity | 429,323 | 416,014 |
Class A | ||
Stockholders' equity | ||
Common stock | 250 | 257 |
Customer Relationships | ||
Current assets | ||
Intangible assets, net | 76,936 | 79,843 |
Other Intangible assets | ||
Current assets | ||
Intangible assets, net | $ 20,482 | $ 20,872 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Allowance for doubtful accounts | $ 372 | $ 500 |
Accumulated depreciation | 17,104 | 13,038 |
Accumulated amortization | 48,552 | 39,945 |
Current portion of long-term debt, net of financing fees | 511 | |
Non current portion of long-term debt, net of financing fees | 1,362 | 1,618 |
Customer Relationships | ||
Accumulated amortization | $ 42,804 | $ 35,877 |
Class A | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 25,042,289 | 25,682,669 |
Common stock, shares outstanding | 25,042,289 | 25,682,669 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 158,342 | $ 124,861 | $ 295,262 | $ 229,247 |
Cost of revenues | 114,174 | 90,455 | 212,361 | 166,892 |
Gross profit | 44,168 | 34,406 | 82,901 | 62,355 |
Selling, general and administrative expenses | 37,418 | 30,796 | 72,885 | 57,795 |
Income from operations | 6,750 | 3,610 | 10,016 | 4,560 |
Other expense: | ||||
Interest expense | 4,480 | 2,757 | 8,809 | 5,280 |
Loss on extinguishment of debt | 42 | 0 | 42 | |
Other expense (income), net | 995 | 932 | (720) | 1,171 |
Total other expense, net | 5,475 | 3,731 | 8,089 | 6,493 |
Income (loss) before provision (benefit) for income taxes | 1,275 | (121) | 1,927 | (1,933) |
Provision (benefit) for income taxes | 113 | (35) | 638 | (538) |
Net income (loss) | $ 1,162 | $ (86) | $ 1,289 | $ (1,395) |
Earnings (loss) per share of common stock | ||||
Basic common stock | $ 0.05 | $ 0 | $ 0.05 | $ (0.05) |
Diluted common stock | $ 0.05 | $ 0 | $ 0.05 | $ (0.05) |
Weighted average shares outstanding | ||||
Basic common stock | 25,289,041 | 25,614,626 | 25,526,332 | 25,614,626 |
Diluted common stock | 25,383,843 | 25,614,626 | 25,603,663 | 25,614,626 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows provided by (used in) operating activities | ||
Net income (loss) | $ 1,289 | $ (1,395) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 12,681 | 9,669 |
Equity based compensation | 1,982 | 1,647 |
Change in fair value of earn-out liabilities | (563) | 0 |
Deferred benefit from income taxes | 0 | (1,098) |
Amortized interest on deferred debt issuance costs | 305 | 325 |
Loss on extinguishment of debt | 0 | 42 |
Increase in allowance for doubtful accounts | (128) | (37) |
(Gain) loss on disposal of property and equipment | (77) | 2 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (4,989) | (59) |
Prepaid expenses and other current assets | (2,276) | 142 |
Inventory | (4,987) | (8,422) |
Other assets | (144) | 9 |
Accounts payable | 8,565 | (7,709) |
Accrued expenses and other current liabilities | 986 | 5,345 |
Income taxes payable / receivable | (3,479) | 339 |
Customer deposits | (361) | 1,101 |
Net cash provided by (used in) operating activities | 8,804 | (99) |
Cash flows used in investing activities | ||
Purchase of property and equipment | (3,475) | (6,411) |
Proceeds from disposal of property and equipment | 11 | 12 |
Net cash used in investing activities | (19,001) | (18,181) |
Cash flows provided by financing activities | ||
Payment of Greencraft Holdings, LLC earn-out liability | (5,794) | 0 |
Proceeds from (payment on) line of credit, net | (839) | 16,598 |
Proceeds from term loan | 11,500 | 6,250 |
Term loan and line of credit deferred issuance costs | 0 | (517) |
Purchase of treasury stock | (8) | 0 |
Proceeds (payments) on notes payable | (793) | 38 |
Principal payments on long-term debt | (1,326) | (525) |
Net cash provided by financing activities | 2,740 | 21,844 |
Net (decrease) increase in cash | (7,457) | 3,564 |
Cash and restricted cash, beginning of period | 9,362 | 5,547 |
Cash and restricted cash, end of period | 1,905 | 9,111 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 8,265 | 3,869 |
Cash paid for income taxes | 4,227 | 184 |
Supplemental disclosures of non-cash activities | ||
Acquisition | 1,325 | 104 |
Intown Design Inc. | ||
Cash flows used in investing activities | ||
Acquisition of business, net of cash acquired | (11,537) | 0 |
Supplemental disclosures of non-cash activities | ||
Earn-out estimate price | 2,010 | 0 |
Acquisition of Elegant Home Design, LLC, indemnity holdback | 800 | |
NSI, LLC | ||
Cash flows used in investing activities | ||
Acquisition of business, net of cash acquired | 0 | (290) |
Greencraft Holdings, LLC. | ||
Cash flows used in investing activities | ||
Acquisition of business, net of cash acquired | (3,000) | 0 |
Supplemental disclosures of non-cash activities | ||
Acquisitions measurement period adjustments | 0 | 317 |
Elegant Home Design, LLC | ||
Cash flows used in investing activities | ||
Acquisition of business, net of cash acquired | (1,000) | (11,492) |
Supplemental disclosures of non-cash activities | ||
Acquisition of Elegant Home Design, LLC, indemnity holdback | $ 0 | $ 1,000 |
Organization and Business Descr
Organization and Business Description | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Organization and Business Description | Note 1. Organization and Business Description These financial statements reflect the consolidated operations of Select Interior Concepts, Inc. (“SIC” or the “Company”). SIC is a Delaware corporation that was restructured in November 2017 to be a holding company through which to consolidate diversified building products and services companies. Through its two primary operating subsidiaries and segments, Residential Design Services (“RDS”) and Architectural Surfaces Group (“ASG”), the Company imports and distributes natural and engineered stone slabs for kitchen and bathroom countertops, operates design centers that merchandise interior products, and provides installation services. RDS interior product offerings include flooring, cabinets, countertops and wall tile, finish carpentry, cabinets, shower enclosures and mirrors. RDS operates throughout the United States, including in California, Nevada, Arizona, Texas, Virginia, Maryland, North Carolina, and Georgia. ASG has operations in the Northeast, Southeast, Southwest, Mountain West, and West Coast regions of the United States. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
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 (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in 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 and condensed notes should be read in conjunction with the Company’s The condensed consolidated balance sheet as of December 31, 2018 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 (“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, 2019 or any other period. There have been no changes to our significant accounting policies described in our consolidated financial statements and related disclosures as of December 31, 2018 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 (collectively, the “November 2017 Restructuring Transactions”) whereby certain former equity holders of RDS and ASG 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 (“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 (“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) (“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). 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. On August 16, 2018, the Company’s Class A Common Stock commenced trading on the Nasdaq Capital Market under the ticker symbol “SIC.” In connection with the listing of the Company’s Class A Common Stock on the Nasdaq Capital Market, following the repurchase and cancellation by the Company of a certain number of shares of Class B Common Stock, 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. Repurchase Agreement In connection with the November 2017 Private Offering and Private Placement, the Company entered into a Repurchase Agreement with certain affiliates of Trive Capital Management LLC (“ Earnings (Loss) per Share of Common Stock Basic earnings (loss) per share for the three and six months ended June 30, 2019 and 2018 is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted earnings per share for common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding plus the dilutive effect of restricted stock-based awards using the treasury stock method. The following table sets forth the computation of basic and diluted earnings/(loss) per share for the three and six months ended June 30, 2019 and 2018: Three Months Ended Three Months Ended (in thousands, except share data) June 30, 2019 June 30, 2018 Net income (loss) $ 1,162 $ (86 ) Weighted average shares of common stock outstanding: Basic common stock outstanding 25,289,041 25,614,626 Diluted common stock outstanding 25,383,843 25,614,626 Earnings per share of common stock: Basic common stock outstanding $ 0.05 $ (0.00 ) Diluted common stock outstanding $ 0.05 $ (0.00 ) Six Months Ended Six Months Ended (in thousands, except share data) June 30, 2019 June 30, 2018 Net income (loss) $ 1,289 $ (1,395 ) Weighted average shares of common stock outstanding: Basic common stock outstanding 25,526,332 25,614,626 Diluted common stock outstanding 25,603,663 25,614,626 Earnings per share of common stock: Basic common stock outstanding $ 0.05 $ (0.05 ) Diluted common stock outstanding $ 0.05 $ (0.05 ) All restricted stock units or awards outstanding consisting of 918,228 shares of restricted stock at June 30, 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. Equity Total equity at June 30, 2019 and December 31, 2018 was $152.0 million and $148.7 million, respectively. The change in equity of $3.3 million during the period was a result of an increase in additional paid in capital of $2.0 million related to equity based compensation and a decrease to the accumulated deficit of $1.3 million resulting from the net income for the six months ended June 30, 2019. Total equity at June 30, 2019 and March 31, 2019 was $152.0 million and $149.4 million, respectively. The change in equity of $2.6 million during the period was a result of an increase in additional paid in capital of $1.4 million related to equity based compensation and a decrease to the accumulated deficit of $1.2 million resulting from the net income for the three months ended June 30, 2019. Total equity at June 30, 2018 and December 31, 2017 was $148.3 million and $148.1 million, respectively. The change in equity of $0.2 million during the period was a result of an increase in additional paid in capital of $1.6 million related to equity based compensation and an increase to the accumulated deficit of $1.4 million resulting from the net loss for the six months ended June 30, 2018. Total equity at June 30, 2018 and March 31, 2018 was $148.3 million and $147.6 million, respectively. The change in equity of $0.7 million during the period was a result of an increase in additional paid in capital of $0.8 million related to equity based compensation and an increase to the accumulated deficit of $0.1 million resulting from the net loss for the three months ended June 30, 2018. 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, inventory valuation, 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. 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 Company records contingent consideration, or earn-outs, associated with certain acquisitions. These earn-outs are adjusted to fair value at each reporting period and any change to fair value based on a change in certain factors, such as the discount rate or estimates for the outcome of specified milestone goals, will result in an adjustment to the fair value of the liability. These adjustments are recorded to income/expense as a measurement period adjustment. The earn-out liability associated with the acquisition of Summit Stoneworks, LLC (“Summit”) in August 2018 was reduced to zero at June 30, 2019. The fair value as of December 31, 2018 was $1.9 million. This liability is classified as a Level 3 fair value estimate. The earn-out 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 Summit products and services and a discount factor based on the estimated cost of borrowings of the Company of 8.6% at June 30, 2019. The assumptions used in preparing the internal rate of return model include estimates for outcome of milestone goals achieved, the probability of achieving each outcome and discount rates. Adjustments reducing the fair value of the earn-out liability by $0.5 million and $1.9 million were recorded within other (income) expense for the three and six months ended June 30, 2019, respectively. The earn-out liability associated with the acquisition of T.A.C. Ceramic Tile Co, LLC (“TAC”) in December 2018 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 TAC products and services and a discount factor based on the estimated cost of borrowings of the Company of 8.6% at June 30, 2019. The fair value of this earn-out liability was recorded as $3.5 million and $2.3 million as of June 30, 2019 and December 31, 2018, respectively. The assumptions used in preparing the internal rate of return model include estimates for outcome of milestone goals achieved, the probability of achieving each outcome and discount rates. Adjustments increasing the fair value of the earn-out liability by $1.5 million and $1.2 million were recorded within other (income) expense for the three and six months ended June 30, 2019, respectively. The earn-out liability associated with the acquisition of Intown Design, Inc., Intown Granite of Charlotte, Inc., and Granitec, LLC, (collectively, “Intown”) The earn-out liability associated with the acquisition of Greencraft Holdings, LLC (“Greencraft”) in December 2017 was paid to the former owners in May 2019 in the amount of $8.0 million. As of December 31, 2018, the fair value of this earn-out was recorded as $7.9 million. At March 31, 2019 and December 31, 2018, the carrying value of the Company’s cash, 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, term loans, and notes payable approximate their fair values, as interest rates approximate market rates. 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 2019 or 2018, other than the Greencraft earn-out liability from Level 3 in 2018 due to the availability of observable and known inputs to calculate the fair value of the liability at December 31, 2018. 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 10 years Trade names 3 years – 11 years 8 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. The purchase price accounting reflected in the accompanying financial statements is provisional and is based upon estimates and assumptions that are subject to change within the measurement period (up to one year from the acquisition date). The measurement period remains open pending the completion of valuation procedures related to the acquired assets and assumed liabilities. 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, 2019 or December 31, 2018. Goodwill Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets, including intangible assets. Goodwill is tested annually for impairment on December 31. No impairment indicators were present during the six months ended June 30, 2019. 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 estimates provisions for returns, which are accrued at the time a sale is recognized. The Company also realizes 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 11 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 (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 (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) 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 November 2016, the FASB issued ASU No. 2016-18, Restricted Cash In January 2017, the FASB issued ASU 2017-01, Business Combination (Topic 805)—Clarifying the Definition of a Business Also, in January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) No. 2018-15 Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15). ASU 2018-15 provides additional guidance on the accounting for costs of implementation activities performed in a cloud computing arrangement that is a service contract. The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). Costs for implementation activities in the application development stage are capitalized depending on the nature of the costs, while costs incurred during the preliminary project and post implementation stages are expensed as the activities are performed. ASU 2018-15 is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. Early adoption of the amendments in ASU 2018-15 is permitted, including adoption in any interim period, for all entities. The amendments in ASU 2018-15 should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is currently assessing the effect this guidance may have on its consolidated financial statements. |
Concentrations, Risks and Uncer
Concentrations, Risks and Uncertainties | 6 Months Ended |
Jun. 30, 2019 | |
Risks And Uncertainties [Abstract] | |
Concentrations, Risks and Uncertainties | Note 3. Concentrations, Risks and Uncertainties Credit is extended for some customers and is based on their 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, 2019, the Company did not have any one customer which accounted for more than 10% of total revenues. 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. There were no customers which accounted for 10% or more of total accounts receivable as of June 30, 2019 and December 31, 2018. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Note 4. Acquisitions Intown Acquisition On March 1, 2019, RDS acquired substantially all of the assets of Intown Design, Inc., Intown Granite of Charlotte, Inc., and Granitec, LLC, (collectively, “Intown”), an installer of residential and light commercial countertops and cabinets, The upfront cash paid for the Intown acquisition was financed with additional borrowings from the Company’s third-party financing agreement described in Note 9 (in thousands) Amount Cash consideration $ 11,537 Fair value of earn-out 2,010 $ 13,547 RDS acquired Intown to further diversify RDS’ geographic mix and channel strength. The goodwill recorded reflects the strategic value of the acquisition beyond the net value of its assets acquired less liabilities assumed. The goodwill is deductible for tax purposes. The Company incurred approximately $0.4 million in direct acquisition costs, all of which were expensed as incurred, and are included in general and administrative expenses in the consolidated statements of operations. The Company has performed a preliminary valuation of the acquired assets and assumed liabilities of Intown. 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 $ 1,392 Inventory 1,905 Property and equipment 1,092 Goodwill 3,948 Other intangible assets 5,310 Total assets acquired $ 13,647 Total liabilities 100 Total consideration $ 13,547 From the date of acquisition to June 30, 2019, Intown generated revenue of $6.6 million and net income of $0.4 million, which are included in the Company’s Condensed consolidated statements of operations. Pro Forma Results The following unaudited pro forma information for the three months ended June 30, 2019 and 2018 has been prepared to give effect to the acquisition of Intown as if the acquisition had occurred on January 1, 2018. 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 the Intown acquisition occurred on such date, nor does it purport to predict the results of operations for future periods. Six Months Ended June 30, 2019 2018 (in thousands) (unaudited) Pro Forma: Total revenue $ 298,114 $ 238,952 Net income (loss) $ 1,117 $ (1,085 ) Our pro forma assumptions are as follows: • Revenues and costs of sales were based on actual results for the six months ended June 30, 2019 and 2018. • General and administrative expenses were based on actual results adjusted by $0.1 million and $0.3 million for the six months ended June 30, 2019 and 2018, respectively, for the impact of the amortization expense of the intangible assets acquired with the acquisition. • Actual interest expense was adjusted by $0.2 million and $0.6 million for the six months ended June 30, 2019 and 2018, respectively, for the imputed interest on the acquired debt issued to fund the acquisition. • Income taxes were adjusted to impute the Company’s corporate rate during the period on the pro forma income before taxes. Bedrock and NSI Acquisitions The Company made two acquisitions in the first quarter of 2018. On January 31, 2018, ASG acquired the assets of a slab and tile distributor, Elegant Home Design, LLC (“Bedrock”), for total consideration of $12.5 million. On March 19, 2018, ASG acquired the assets of NSI, LLC, a Maryland limited liability company (“NSI”), for approximately $0.3 million in cash. Pro forma revenue and net income for the six months ending June 30, 2018 were not significant for NSI. Pro Forma information for the six months ended June 30, 2018 for Bedrock as follows has been prepared to give effect to the acquisition of Bedrock as if the acquisition had occurred on January 1, 2018. 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 2018 (in thousands) (unaudited) Pro Forma: Total revenue $ 231,474 Net loss $ (1,367 ) 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. • General and administrative expenses were based on actual results for the six months ended June 30, 2018 for the impact of the amortization expense of the intangible assets acquired with the acquisition. • Actual interest expense was adjusted for the six months ended June 30, 2018 for the imputed interest on the acquired debt issued to fund the acquisition. • Income taxes were adjusted to impute the Company’s corporate rate during the period on the pro forma income before taxes. From the date of acquisition to June 30, 2018, Bedrock generated net revenue of $12.5 million and a net income of $0.7 million and for the six months ended June 30, 2019, Bedrock generated net revenue of $15.8 million and a net income of $2.0 million. These amounts are included in the respective consolidated statements of operations. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5 . Inventories Inventories are valued at the lower of cost (using specific identification and first-in first-out methods) or net realizable value. The significant components of inventory were as follows: (in thousands) June 30, 2019 December 31, 2018 Raw materials $ 109,343 $ 103,193 Installations in process 5,819 5,077 $ 115,162 $ 108,270 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 6 . Property and Equipment Property and equipment consisted of the following: (in thousands) June 30, 2019 December 31, 2018 Vehicles $ 8,933 $ 8,553 Machinery and equipment 7,022 4,513 Leasehold improvements 8,520 7,992 Furniture and fixtures 6,905 7,058 Computer equipment and internal-use software 7,166 4,194 Other 243 526 38,789 32,836 Less: accumulated depreciation and amortization (17,104 ) (13,038 ) Property and equipment, net $ 21,685 $ 19,798 Depreciation and amortization expense of property and equipment totaled $2.1 million and $1.6 million for the three months ended June 30, 2019 and 2018, respectively. For three months ended June 30, 2019, $0.9 million and $1.2 million of depreciation expense was included in cost of goods sold and general and administrative expense, 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. Depreciation and amortization expense of property and equipment totaled $4.1 million and $3.0 million for the six months ended June 30, 2019 and 2018, respectively. For the six months ended June 30, 2019, $1.8 million and $2.3 million of depreciation expense was included in cost of goods sold and general and administrative expense, respectively. For the six months ended June 30, 2018, $1.7 million and $1.3 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, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 7 . Goodwill and Intangible Assets Goodwill Changes in the carrying amount of goodwill by reportable segment were as follows: (in thousands) ASG RDS Total Goodwill December 31, 2018 $ 45,564 $ 49,029 $ 94,593 Intown acquisition — 3,948 3,948 June 30, 2019 $ 45,564 $ 52,977 $ 98,541 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, 2019: (in thousands) ASG RDS Total Gross Carrying Amount Gross Carrying Amount Customer relationships $ 60,180 $ 59,560 $ 119,740 Tradenames 7,740 18,090 25,830 Non-compete agreements 50 350 400 $ 67,970 $ 78,000 $ 145,970 (in thousands) ASG RDS Total Accumulated Amortization Accumulated Amortization Customer relationships $ (16,341 ) $ (26,463 ) $ (42,804 ) Tradenames (1,876 ) (3,757 ) (5,633 ) Non-compete agreements (15 ) (100 ) (115 ) $ (18,232 ) $ (30,320 ) $ (48,552 ) (in thousands) ASG RDS Total Net Book Value Net Book Value Customer relationships $ 43,839 $ 33,097 $ 76,936 Tradenames 5,864 14,333 20,197 Non-compete agreements 35 250 285 $ 49,738 $ 47,680 $ 97,418 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, 2018: (in thousands) ASG RDS Total Gross Carrying Amount Gross Carrying Amount Customer relationships $ 60,180 $ 55,540 $ 115,720 Tradenames 7,740 16,800 24,540 Non-compete agreements 50 350 400 $ 67,970 $ 72,690 $ 140,660 (in thousands) ASG RDS Total Accumulated Amortization Accumulated Amortization Customer relationships $ (13,268 ) $ (22,609 ) $ (35,877 ) Tradenames (1,457 ) (2,543 ) (4,000 ) Non-compete agreements (9 ) (59 ) (68 ) $ (14,734 ) $ (25,211 ) $ (39,945 ) (in thousands) ASG RDS Total Net Book Value Net Book Value Customer relationships $ 46,912 $ 32,931 $ 79,843 Tradenames 6,283 14,257 20,540 Non-compete agreements 41 291 332 $ 53,236 $ 47,479 $ 100,715 Amortization expense on intangible assets totaled $4.4 million and $8.6 million during the three and six months ended June 30, 2019, respectively. Amortization expense on intangible assets totaled $3.3 million and $6.7 million during the three and six months ended June 30, 2018, respectively. The estimated annual amortization expense for the next five years and thereafter is as follows: (in thousands) 2019 Remaining $ 7,068 2020 12,484 2021 12,478 2022 12,401 2023 12,038 Thereafter 40,949 $ 97,418 |
Lines of Credit
Lines of Credit | 6 Months Ended |
Jun. 30, 2019 | |
Line Of Credit Facility [Abstract] | |
Lines of Credit | Note 8. Lines of Credit 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 was amended on December 11, 2018 (the “SIC Credit Facility”), with a commercial bank. The SIC Credit Facility is 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 up to an aggregate of $90 million, and which may be further increased to an aggregate amount not to exceed $130 million upon the satisfaction of certain conditions. The credit facility was further amended in July 2019 to amend certain covenants. 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, which the Company can elect between a LIBOR based rate plus an applicable margin varying from one hundred twenty five basis points (1.25%) to one hundred seventy five basis points (1.75%) based on the borrowers’ average daily availability determined quarterly, or a base rate determined on the highest of three alternative rates based on the Prime rate, or the Federal Funds rate plus a fifty basis point (0.50%) margin, or a LIBOR based rate plus a two hundred basis point (2.00%) margin. 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 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, 2019, $36.3 million was outstanding under the SIC Credit Facility. The SIC Credit Facility is subject to certain financial covenants. At June 30, 2019 and December 31, 2018, the Company was in compliance with material 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 $0.02 million and $0.05 million for the three and six months ended June 30, 2019. The Company entered into the SIC Credit Facility in June 2018, so there was no non-cash interest expense related to these costs |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 9 . Long-Term Debt Long-term debt consisted of the following: (in thousands) June 30, 2019 December 31, 2018 RDS equipment and vehicle notes $ 1,495 $ 956 ASG term loans 154,971 144,983 156,466 145,939 Unamortized debt issuance costs (1,873 ) (2,129 ) Total long-term debt 154,593 143,810 Current portion of long-term debt, net of financing fees $ 1,296 $ 1,368 Long-term debt, net of current portion and financing fees $ 153,297 $ 142,442 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 September 2025. As of June 30, 2019 and December 31, 2018, the outstanding balance on equipment and vehicle notes payable totaled $1.5 million and $1.0 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, 2019 and December 31, 2018, ASG had $0.6 million and $0.7 million outstanding under this term loan, respectively. On February 28, 2017, AG&M and Pental, as the borrowers, entered into a financing agreement, as amended, with third party lenders (the “Term Loan Facility”), which initially provided for a $105.0 million term loan facility. The Term Loan Facility was amended in June 2018 to define the borrowers as Select Interior Concepts, Inc. and its subsidiaries. The Term Loan Facility was subsequently amended in December 2018 to increase the borrowing capacity to $174.2 million and in July 2019 to amend certain covenants. Borrowings under the Term Loan Facility bear interest per year equal to either: (i) the base rate plus 5.25% for a base rate loan, or (ii) the LIBOR rate plus 7.25% for a LIBOR loan (9.69% per annum as of June 30, 2019). The base rate is the greater of the publicly announced interest rate by the reference bank as its reference rate, the base commercial lending rate or prime rate, and 3.5% per annum. Interest is payable monthly with principal payments due in quarterly installments beginning July 1, 2017 through maturity (February 28, 2023). The Company borrowed an additional $11.5 million under the Term Loan Facility to fund the acquisition of Intown on March 1, 2019. As of June 30, 2019 and December 31, 2018, the Company had $154.3 million and $144.2 million outstanding, respectively, under the Term Loan Facility. Substantially all of the Company’s assets, including accounts receivable and inventory, are collateral for the Term Loan Facility, except assets identified as collateral for the SIC Credit Facility which hold a senior position. The Company is also restricted from paying dividends to its stockholders. Additionally, substantially all of the Company’s subsidiaries are restricted by the Term Loan Facility from providing loans, advances and dividends to the SIC parent company. The Company is required to meet certain financial and nonfinancial covenants pursuant to these term loans. The Company was in compliance with all material financial and non-financial covenants as of June 30, 2019 and December 31, 2018. The Company 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, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
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 and equipment (“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 $3.2 million and $2.7 million at June 30, 2019 and December 31, 2018, respectively. Total accumulated amortization related to the leased vehicles is $0.8 million and $0.5 million at June 30, 2019 and December 31, 2018, respectively, with amortization expense totaling $0.1 million and $0.3 million for the three and six months ended June 30, 2019, respectively. Total amortization expense totaled $0.08 million and $0.2 million for the three and six months ended June 30, 2018, respectively. RDS leases its corporate, administrative, fabrication and warehousing facilities under long-term non-cancelable operating lease agreements expiring at various dates through December 2023. The monthly rents are subject to annual increases and generally require the payment of utilities, real estate taxes, insurance and repairs. Three of RDS’ facility leases are with a company owned by a Company stockholder and six other facilities are leased from current employees or contractors. RDS also leases certain office equipment under long-term lease agreements expiring at various dates through September 2022. 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. SIC leases its corporate facilities under a long-term non-cancelable operating lease through October 2022. 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, 2019 and December 31, 2018 was $2.1 million and $1.9 million, respectively. Aggregate rent expense for the three and six months ended June 30, 2019 totaled $4.7 million and $9.4 million, respectively. Aggregate rent expense for the three and six months ended June 30, 2018 totaled $3.1 million and $6.0 million, respectively Exclusive Distributor Rights A main supplier of ASG’s Pental business has agreed to allow Pental exclusive distribution rights in 23 states in the United States. To maintain these rights, Pental must meet certain minimum purchase requirements. Purchase volumes through 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 2018, the future minimum purchases to maintain the exclusive rights as of June 30, 2019 are as follows: (in thousands) 2019 $ 18,090 2020 36,180 $ 54,270 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. Purchase Commitments The Company also has contractually committed itself to certain minimum purchase commitments with certain suppliers. RDS has committed to purchase $2.0 million in products annually for each of the calendar years 2019, 2020, and 2021 with a certain supplier. For the six months ended June 30, 2019, $1.9 million has been purchased from this supplier. Financial penalties for not achieving the minimum purchase commitment amount are equal to 15% of the shortfall amount. Additionally, ASG has committed to purchase volumes estimated at approximately $0.4 million in 2019 with a specific Italian distributor. Purchases with this distributor were $0.1 million during the six months ended June 30, 2019. Financial penalties can be up to the amount committed to if not purchased by the end of 2019. |
Stock Compensation
Stock Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Compensation | Note 11 . Stock Compensation On November 22, 2017, the Company adopted the Select Interior Concepts, Inc. 2017 Incentive Compensation Plan (the “2017 Plan”). Upon the adoption of the 2017 Plan, the maximum aggregate number of shares issuable thereunder was 2,561,463 shares. As of June 30, 2019, there were approximately 1,858,776 shares of the Company’s common stock subject to outstanding awards and approximately 475,019 shares of the Company’s common stock were reserved and available for future awards under the 2017 Plan. At December 31, 2018, there were approximately 1,667,446 shares of common stock available for grant under the 2017 Plan. On March 26, 2019, the board of directors adopted the Select Interior Concepts, Inc. 2019 Long-Term Incentive Plan (the “2019 Incentive Plan”), which was approved at the 2019 Annual Meeting of Stockholders on May 15, 2019. The 2019 Incentive Plan serves as the successor to the 2017 Plan; however, shares will continue to be available for award grants under the 2017 plan following the effectiveness of the 2019 plan. The maximum aggregate number of shares issuable under the 2019 plan is 1,700,000. No awards had been issued under the 2019 Incentive Plan as of June 30, 2019. Stock Options The Company has not had any stock option activity under the 2017 Plan or 2019 Incentive Plan. 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. For the six months ended June 30, 2019, 241,957 restricted stock units were granted to certain directors, executives, and key employees, and such shares are subject to vesting over a period ranging from immediate vesting to three years, and certain other conditions, including continuous service to the Company, following the date of the restricted stock unit agreement. The shares vest ratably on an annual basis. Additionally, restricted stock units were granted to certain executives and include both a service and a performance condition. The performance condition is a 2021 earnings target and the target amount achieved impacts the number of shares that will be issued. The number of shares to be issued at achievement of 100% of the earnings target is 573,824, and up to 1,147,648 shares will be issued upon achievement of 200% of the earnings target. The Company estimated the fair value of these shares on the date the shares were granted and recognizes the resulting fair value over the requisite service period. The grant date fair value for the shares of restricted stock granted during the six months ended June 30, 2019 was determined using the share closing price on the date of grant. A summary of the Company’s restricted stock activity for the six months ended June 30, 2019 is as follows: Shares of Restricted Stock Outstanding Weighted Average Grant Date Fair Value Nonvested shares at January 1, 2019 825,976 $ 11.84 Granted 1,389,605 $ 13.00 Forfeited 197,178 $ 12.00 Vested 159,627 $ 11.93 Nonvested shares at June 30, 2019 1,858,776 $ 12.68 As of June 30, 2019, total remaining stock-based compensation expense for nonvested restricted stock is $13.8 million, which is expected to be recognized over a weighted average remaining period of 2.6 years. Total stock-based compensation expense recognized for restricted stock for the three and six months ended June 30, 2019 was $1.4 million and $2.0 million, respectively. 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. 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. The Company recorded phantom stock based compensation expense of less than $0.01 million during the three and six months ended June 30, 2019. 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. A summary of the Company’s phantom stock activity for the period ended June 30, 2019 is as follows: Shares of Phantom Restricted Outstanding Nonvested shares at January 1, 2019 2,777 Granted — Forfeited 1,389 Vested — Nonvested shares at June 30, 2019 1,388 As of June 30, 2019, total remaining stock-based compensation expense for phantom stock is $0.01 million, which is expected to be recognized over a weighted average remaining period of 1.5 years. |
Provision for Income Taxes
Provision for Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | Note 12. Provision for Income Taxes The Company determines its periodic income tax benefit or expense based upon the current period income and the annual estimated tax rate for the Company adjusted for discrete items. The estimated tax rate is revised, if necessary, as of the end of each successive interim period during the fiscal year to the Company’s current annual estimated tax rate. For the six months ended June 30, 2019, the effective tax rate of 33.10% increased compared to the effective tax rate of 27.83% for the six months ended June 30, 2018, due to the impact of discrete items. The discrete items include unfavorable adjustments resulting from ASU 2016-09, which requires excess tax benefits and deficiencies related to stock compensation to be recognized as a component of income tax expense rather than stockholders’ equity. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13. Related Party Transactions Facility Rent RDS leases three of its facilities from a trust affiliated with a Company stockholder. Additionally, as a result of recent acquisitions, RDS also leases six of its facilities from current employees or contractors. Rent expense under all of these leases totaled $0.5 million and $1.1 million for the three and six months ended June 30, 2019, respectively. Rent expense under related party RDS leases was $0.2 million and $0.4 million during the three and six months ended June 30, 2018, respectively. No amounts were unpaid under these leases at June 30, 2019 and December 31, 2018. 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 and $0.08 million for the three and six months ended June 30, 2019, respectively. Rent expense under this lease was $0.04 million for the three and six months ended June 30, 2018. No amounts were unpaid under this lease at June 30, 2019 and December 31, 2018. S Note 10 ASG leases office space in New Jersey that was owned by a former employee (who is no longer employed by the Company in 2019). Rent expense under this lease was $0.09 million and $0.2 million for the three and six months ended June 30, 2018. No related party rent expense was incurred in 2019. No amounts were unpaid under this lease at June 30, 2019 and December 31, 2018. See Note 10 Subcontractors and Supplier Two RDS employees have family members that have an ownership interest in flooring subcontracting companies that have business relationships with RDS. During the three and six months ended June 30, 2019, these companies performed a total of $0.2 million and $0.4 million in subcontract work for RDS, respectively. 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. No amounts were due to these companies at June 30, 2019. Amounts due and recorded as accounts payable at December 31, 2018 were $0.01 million. Design services were also provided to RDS by designers affiliated with current Greencraft employees. During the three and six months ended June 30, 2019, expenses incurred with this design company were $0.02 million and $0.05 million, respectively. No amounts were unpaid at June 30, 2019 and December 31, 2018. Other Related Party Transactions A consulting firm affiliated with an officer of the Company 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, 2019, the Company incurred $0.04 million and $0.08 million of costs, respectively, with this consulting firm. 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. No amount was due at June 30, 2019. Amounts due and recorded as accounts payable at December 31, 2018 were $0.01 million. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Note 14. 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 the Company’s chief operating decision maker. 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) 2019 2018 Net sales: RDS $ 172,797 $ 125,417 ASG 123,851 104,561 Elimination of intercompany sales (1,386 ) (731 ) Consolidated Total $ 295,262 $ 229,247 Operating income: RDS $ 7,466 $ 6,673 ASG 11,810 6,145 Elimination of intercompany operating income 81 43 Unallocated corporate operating loss (9,341 ) (8,301 ) Consolidated Total $ 10,016 $ 4,560 Capital expenditures: RDS $ 2,443 $ 1,480 ASG 1,009 4,912 Unallocated corporate capital expenditures 23 19 Consolidated Total $ 3,475 $ 6,411 As of June 30, As of December 31, (in thousands) 2019 2018 Goodwill: RDS $ 52,977 $ 49,029 ASG 45,564 45,564 Consolidated Total $ 98,541 $ 94,593 Other intangible assets: RDS $ 47,680 $ 47,479 ASG 49,738 53,236 Consolidated Total $ 97,418 $ 100,715 Total Assets: RDS $ 176,304 $ 170,724 ASG 234,116 230,505 Elimination of intercompany receivables and inventory (580 ) (1,016 ) Unallocated corporate assets 19,483 15,801 Consolidated Total $ 429,323 $ 416,014 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15. Subsequent Events Events occurring after June 30, 2019, have been evaluated for possible adjustment to the condensed consolidated financial statements or disclosure as of August 8, 2019, which is the date the condensed consolidated financial statements were available to be issued. No significant matters were identified requiring adjustments to or disclosure in these financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
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 (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in 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 and condensed notes should be read in conjunction with the Company’s The condensed consolidated balance sheet as of December 31, 2018 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 (“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, 2019 or any other period. There have been no changes to our significant accounting policies described in our consolidated financial statements and related disclosures as of December 31, 2018 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 (collectively, the “November 2017 Restructuring Transactions”) whereby certain former equity holders of RDS and ASG 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 (“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 (“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) (“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). |
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. On August 16, 2018, the Company’s Class A Common Stock commenced trading on the Nasdaq Capital Market under the ticker symbol “SIC.” In connection with the listing of the Company’s Class A Common Stock on the Nasdaq Capital Market, following the repurchase and cancellation by the Company of a certain number of shares of Class B Common Stock, 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. |
Repurchase Agreement | Repurchase Agreement In connection with the November 2017 Private Offering and Private Placement, the Company entered into a Repurchase Agreement with certain affiliates of Trive Capital Management LLC (“ |
Earnings (Loss) per Share of Common Stock | Earnings (Loss) per Share of Common Stock Basic earnings (loss) per share for the three and six months ended June 30, 2019 and 2018 is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted earnings per share for common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding plus the dilutive effect of restricted stock-based awards using the treasury stock method. The following table sets forth the computation of basic and diluted earnings/(loss) per share for the three and six months ended June 30, 2019 and 2018: Three Months Ended Three Months Ended (in thousands, except share data) June 30, 2019 June 30, 2018 Net income (loss) $ 1,162 $ (86 ) Weighted average shares of common stock outstanding: Basic common stock outstanding 25,289,041 25,614,626 Diluted common stock outstanding 25,383,843 25,614,626 Earnings per share of common stock: Basic common stock outstanding $ 0.05 $ (0.00 ) Diluted common stock outstanding $ 0.05 $ (0.00 ) Six Months Ended Six Months Ended (in thousands, except share data) June 30, 2019 June 30, 2018 Net income (loss) $ 1,289 $ (1,395 ) Weighted average shares of common stock outstanding: Basic common stock outstanding 25,526,332 25,614,626 Diluted common stock outstanding 25,603,663 25,614,626 Earnings per share of common stock: Basic common stock outstanding $ 0.05 $ (0.05 ) Diluted common stock outstanding $ 0.05 $ (0.05 ) All restricted stock units or awards outstanding consisting of 918,228 shares of restricted stock at June 30, 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. |
Equity | Equity Total equity at June 30, 2019 and December 31, 2018 was $152.0 million and $148.7 million, respectively. The change in equity of $3.3 million during the period was a result of an increase in additional paid in capital of $2.0 million related to equity based compensation and a decrease to the accumulated deficit of $1.3 million resulting from the net income for the six months ended June 30, 2019. Total equity at June 30, 2019 and March 31, 2019 was $152.0 million and $149.4 million, respectively. The change in equity of $2.6 million during the period was a result of an increase in additional paid in capital of $1.4 million related to equity based compensation and a decrease to the accumulated deficit of $1.2 million resulting from the net income for the three months ended June 30, 2019. Total equity at June 30, 2018 and December 31, 2017 was $148.3 million and $148.1 million, respectively. The change in equity of $0.2 million during the period was a result of an increase in additional paid in capital of $1.6 million related to equity based compensation and an increase to the accumulated deficit of $1.4 million resulting from the net loss for the six months ended June 30, 2018. Total equity at June 30, 2018 and March 31, 2018 was $148.3 million and $147.6 million, respectively. The change in equity of $0.7 million during the period was a result of an increase in additional paid in capital of $0.8 million related to equity based compensation and an increase to the accumulated deficit of $0.1 million resulting from the net loss for the three months ended June 30, 2018. |
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, inventory valuation, 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. |
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 Company records contingent consideration, or earn-outs, associated with certain acquisitions. These earn-outs are adjusted to fair value at each reporting period and any change to fair value based on a change in certain factors, such as the discount rate or estimates for the outcome of specified milestone goals, will result in an adjustment to the fair value of the liability. These adjustments are recorded to income/expense as a measurement period adjustment. The earn-out liability associated with the acquisition of Summit Stoneworks, LLC (“Summit”) in August 2018 was reduced to zero at June 30, 2019. The fair value as of December 31, 2018 was $1.9 million. This liability is classified as a Level 3 fair value estimate. The earn-out 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 Summit products and services and a discount factor based on the estimated cost of borrowings of the Company of 8.6% at June 30, 2019. The assumptions used in preparing the internal rate of return model include estimates for outcome of milestone goals achieved, the probability of achieving each outcome and discount rates. Adjustments reducing the fair value of the earn-out liability by $0.5 million and $1.9 million were recorded within other (income) expense for the three and six months ended June 30, 2019, respectively. The earn-out liability associated with the acquisition of T.A.C. Ceramic Tile Co, LLC (“TAC”) in December 2018 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 TAC products and services and a discount factor based on the estimated cost of borrowings of the Company of 8.6% at June 30, 2019. The fair value of this earn-out liability was recorded as $3.5 million and $2.3 million as of June 30, 2019 and December 31, 2018, respectively. The assumptions used in preparing the internal rate of return model include estimates for outcome of milestone goals achieved, the probability of achieving each outcome and discount rates. Adjustments increasing the fair value of the earn-out liability by $1.5 million and $1.2 million were recorded within other (income) expense for the three and six months ended June 30, 2019, respectively. The earn-out liability associated with the acquisition of Intown Design, Inc., Intown Granite of Charlotte, Inc., and Granitec, LLC, (collectively, “Intown”) The earn-out liability associated with the acquisition of Greencraft Holdings, LLC (“Greencraft”) in December 2017 was paid to the former owners in May 2019 in the amount of $8.0 million. As of December 31, 2018, the fair value of this earn-out was recorded as $7.9 million. At March 31, 2019 and December 31, 2018, the carrying value of the Company’s cash, 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, term loans, and notes payable approximate their fair values, as interest rates approximate market rates. 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 2019 or 2018, other than the Greencraft earn-out liability from Level 3 in 2018 due to the availability of observable and known inputs to calculate the fair value of the liability at December 31, 2018. |
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 10 years Trade names 3 years – 11 years 8 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. The purchase price accounting reflected in the accompanying financial statements is provisional and is based upon estimates and assumptions that are subject to change within the measurement period (up to one year from the acquisition date). The measurement period remains open pending the completion of valuation procedures related to the acquired assets and assumed liabilities. 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, 2019 or December 31, 2018. |
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. Goodwill is tested annually for impairment on December 31. No impairment indicators were present during the six months ended June 30, 2019. |
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 estimates provisions for returns, which are accrued at the time a sale is recognized. The Company also realizes 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 11 |
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 (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 (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) 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 November 2016, the FASB issued ASU No. 2016-18, Restricted Cash In January 2017, the FASB issued ASU 2017-01, Business Combination (Topic 805)—Clarifying the Definition of a Business Also, in January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) No. 2018-15 Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15). ASU 2018-15 provides additional guidance on the accounting for costs of implementation activities performed in a cloud computing arrangement that is a service contract. The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). Costs for implementation activities in the application development stage are capitalized depending on the nature of the costs, while costs incurred during the preliminary project and post implementation stages are expensed as the activities are performed. ASU 2018-15 is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. Early adoption of the amendments in ASU 2018-15 is permitted, including adoption in any interim period, for all entities. The amendments in ASU 2018-15 should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is currently assessing the effect this guidance may have on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings/(Loss) per Share | The following table sets forth the computation of basic and diluted earnings/(loss) per share for the three and six months ended June 30, 2019 and 2018: Three Months Ended Three Months Ended (in thousands, except share data) June 30, 2019 June 30, 2018 Net income (loss) $ 1,162 $ (86 ) Weighted average shares of common stock outstanding: Basic common stock outstanding 25,289,041 25,614,626 Diluted common stock outstanding 25,383,843 25,614,626 Earnings per share of common stock: Basic common stock outstanding $ 0.05 $ (0.00 ) Diluted common stock outstanding $ 0.05 $ (0.00 ) Six Months Ended Six Months Ended (in thousands, except share data) June 30, 2019 June 30, 2018 Net income (loss) $ 1,289 $ (1,395 ) Weighted average shares of common stock outstanding: Basic common stock outstanding 25,526,332 25,614,626 Diluted common stock outstanding 25,603,663 25,614,626 Earnings per share of common stock: Basic common stock outstanding $ 0.05 $ (0.05 ) Diluted common stock outstanding $ 0.05 $ (0.05 ) |
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 10 years Trade names 3 years – 11 years 8 years Non-compete agreements Life of agreement 4 years |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Intown Design Inc. | |
Purchase Price | The total purchase price consisted of the following: (in thousands) Amount Cash consideration $ 11,537 Fair value of earn-out 2,010 $ 13,547 |
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 $ 1,392 Inventory 1,905 Property and equipment 1,092 Goodwill 3,948 Other intangible assets 5,310 Total assets acquired $ 13,647 Total liabilities 100 Total consideration $ 13,547 |
Pro Forma Results of Operations | The following unaudited pro forma information for the three months ended June 30, 2019 and 2018 has been prepared to give effect to the acquisition of Intown as if the acquisition had occurred on January 1, 2018. 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 the Intown acquisition occurred on such date, nor does it purport to predict the results of operations for future periods. Six Months Ended June 30, 2019 2018 (in thousands) (unaudited) Pro Forma: Total revenue $ 298,114 $ 238,952 Net income (loss) $ 1,117 $ (1,085 ) |
Elegant Home Design, LLC | |
Pro Forma Results of Operations | Pro Forma information for the six months ended June 30, 2018 for Bedrock as follows has been prepared to give effect to the acquisition of Bedrock as if the acquisition had occurred on January 1, 2018. 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 2018 (in thousands) (unaudited) Pro Forma: Total revenue $ 231,474 Net loss $ (1,367 ) |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Summary of Significant Components of Inventory | Inventories are valued at the lower of cost (using specific identification and first-in first-out methods) or net realizable value. The significant components of inventory were as follows: (in thousands) June 30, 2019 December 31, 2018 Raw materials $ 109,343 $ 103,193 Installations in process 5,819 5,077 $ 115,162 $ 108,270 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: (in thousands) June 30, 2019 December 31, 2018 Vehicles $ 8,933 $ 8,553 Machinery and equipment 7,022 4,513 Leasehold improvements 8,520 7,992 Furniture and fixtures 6,905 7,058 Computer equipment and internal-use software 7,166 4,194 Other 243 526 38,789 32,836 Less: accumulated depreciation and amortization (17,104 ) (13,038 ) Property and equipment, net $ 21,685 $ 19,798 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill by reportable segment were as follows: (in thousands) ASG RDS Total Goodwill December 31, 2018 $ 45,564 $ 49,029 $ 94,593 Intown acquisition — 3,948 3,948 June 30, 2019 $ 45,564 $ 52,977 $ 98,541 |
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, 2019: (in thousands) ASG RDS Total Gross Carrying Amount Gross Carrying Amount Customer relationships $ 60,180 $ 59,560 $ 119,740 Tradenames 7,740 18,090 25,830 Non-compete agreements 50 350 400 $ 67,970 $ 78,000 $ 145,970 (in thousands) ASG RDS Total Accumulated Amortization Accumulated Amortization Customer relationships $ (16,341 ) $ (26,463 ) $ (42,804 ) Tradenames (1,876 ) (3,757 ) (5,633 ) Non-compete agreements (15 ) (100 ) (115 ) $ (18,232 ) $ (30,320 ) $ (48,552 ) (in thousands) ASG RDS Total Net Book Value Net Book Value Customer relationships $ 43,839 $ 33,097 $ 76,936 Tradenames 5,864 14,333 20,197 Non-compete agreements 35 250 285 $ 49,738 $ 47,680 $ 97,418 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, 2018: (in thousands) ASG RDS Total Gross Carrying Amount Gross Carrying Amount Customer relationships $ 60,180 $ 55,540 $ 115,720 Tradenames 7,740 16,800 24,540 Non-compete agreements 50 350 400 $ 67,970 $ 72,690 $ 140,660 (in thousands) ASG RDS Total Accumulated Amortization Accumulated Amortization Customer relationships $ (13,268 ) $ (22,609 ) $ (35,877 ) Tradenames (1,457 ) (2,543 ) (4,000 ) Non-compete agreements (9 ) (59 ) (68 ) $ (14,734 ) $ (25,211 ) $ (39,945 ) (in thousands) ASG RDS Total Net Book Value Net Book Value Customer relationships $ 46,912 $ 32,931 $ 79,843 Tradenames 6,283 14,257 20,540 Non-compete agreements 41 291 332 $ 53,236 $ 47,479 $ 100,715 |
Schedule of Estimated Annual Amortization Expense | The estimated annual amortization expense for the next five years and thereafter is as follows: (in thousands) 2019 Remaining $ 7,068 2020 12,484 2021 12,478 2022 12,401 2023 12,038 Thereafter 40,949 $ 97,418 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consisted of the following: (in thousands) June 30, 2019 December 31, 2018 RDS equipment and vehicle notes $ 1,495 $ 956 ASG term loans 154,971 144,983 156,466 145,939 Unamortized debt issuance costs (1,873 ) (2,129 ) Total long-term debt 154,593 143,810 Current portion of long-term debt, net of financing fees $ 1,296 $ 1,368 Long-term debt, net of current portion and financing fees $ 153,297 $ 142,442 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 2018, the future minimum purchases to maintain the exclusive rights as of June 30, 2019 are as follows: (in thousands) 2019 $ 18,090 2020 36,180 $ 54,270 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 is as follows: Shares of Restricted Stock Outstanding Weighted Average Grant Date Fair Value Nonvested shares at January 1, 2019 825,976 $ 11.84 Granted 1,389,605 $ 13.00 Forfeited 197,178 $ 12.00 Vested 159,627 $ 11.93 Nonvested shares at June 30, 2019 1,858,776 $ 12.68 |
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, 2019 is as follows: Shares of Phantom Restricted Outstanding Nonvested shares at January 1, 2019 2,777 Granted — Forfeited 1,389 Vested — Nonvested shares at June 30, 2019 1,388 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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) 2019 2018 Net sales: RDS $ 172,797 $ 125,417 ASG 123,851 104,561 Elimination of intercompany sales (1,386 ) (731 ) Consolidated Total $ 295,262 $ 229,247 Operating income: RDS $ 7,466 $ 6,673 ASG 11,810 6,145 Elimination of intercompany operating income 81 43 Unallocated corporate operating loss (9,341 ) (8,301 ) Consolidated Total $ 10,016 $ 4,560 Capital expenditures: RDS $ 2,443 $ 1,480 ASG 1,009 4,912 Unallocated corporate capital expenditures 23 19 Consolidated Total $ 3,475 $ 6,411 As of June 30, As of December 31, (in thousands) 2019 2018 Goodwill: RDS $ 52,977 $ 49,029 ASG 45,564 45,564 Consolidated Total $ 98,541 $ 94,593 Other intangible assets: RDS $ 47,680 $ 47,479 ASG 49,738 53,236 Consolidated Total $ 97,418 $ 100,715 Total Assets: RDS $ 176,304 $ 170,724 ASG 234,116 230,505 Elimination of intercompany receivables and inventory (580 ) (1,016 ) Unallocated corporate assets 19,483 15,801 Consolidated Total $ 429,323 $ 416,014 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | Nov. 22, 2017USD ($)$ / sharesshares | Apr. 30, 2019shares | Dec. 31, 2017USD ($)$ / sharesshares | Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)Segment$ / sharesshares | Jun. 30, 2018USD ($)shares | Dec. 31, 2018USD ($)$ / shares | May 31, 2019USD ($) | Mar. 31, 2019USD ($) | Mar. 01, 2019USD ($) | Mar. 31, 2018USD ($) |
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Total equity | $ 148,100,000 | $ 151,957,000 | $ 148,300,000 | $ 151,957,000 | $ 148,300,000 | $ 148,694,000 | $ 149,400,000 | $ 147,600,000 | ||||
Adjustment reducing the fair value of earn-out other (income) expense | (563,000) | $ 0 | ||||||||||
Fair value transfers between levels | 0 | 0 | ||||||||||
Impairment losses on long-lived assets | 0 | $ 0 | ||||||||||
Impairment charges on goodwill | $ 0 | |||||||||||
Number of operating segments | Segment | 2 | |||||||||||
Class B | November 2017 Restructuring Transactions | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Common stock, par value | $ / shares | $ 0.01 | |||||||||||
Class A | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Class A | Affiliates of Trive Capital Management LLC | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Shares repurchase price per share | $ / shares | $ 0.01 | |||||||||||
Aggregate shares to be repurchased | shares | 800,000 | 800,000 | ||||||||||
Shares repurchased | shares | 800,000 | |||||||||||
Class A | November 2017 Restructuring Transactions | November 2017 Private Offering and Private Placement | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Common stock, par value | $ / 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 | ||||||||||
Gross proceeds from issuance common stock | $ 225,000,000 | $ 36,000,000 | ||||||||||
Restricted Stock | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Antidilutive securities excluded from computation of earnings per share, amount | shares | 918,228 | |||||||||||
Additional Paid-in Capital | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Increase (decrease) in equity | $ 2,600,000 | 700,000 | $ 3,300,000 | $ 200,000 | ||||||||
Additional Paid-in Capital | Equity Based Compensation | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Increase (decrease) in equity | 1,400,000 | 800,000 | 2,000,000 | 1,600,000 | ||||||||
Accumulated Deficit | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Increase (decrease) in equity | (1,200,000) | $ (100,000) | $ (1,300,000) | $ (1,400,000) | ||||||||
Summit Stoneworks, 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 based on estimated cost of borrowing | 8.60% | |||||||||||
Adjustment reducing the fair value of earn-out other (income) expense | 500,000 | $ 1,900,000 | ||||||||||
Summit Stoneworks, LLC | Level 3 | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Earn-out liability with a fair value | 0 | $ 0 | $ 1,900,000 | |||||||||
T.A.C. Ceramic Tile Co. | ||||||||||||
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 based on estimated cost of borrowing | 8.60% | |||||||||||
Adjustment reducing the fair value of earn-out other (income) expense | 1,500,000 | $ 1,200,000 | ||||||||||
T.A.C. Ceramic Tile Co. | Level 3 | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Earn-out liability with a fair value | 3,500,000 | $ 3,500,000 | 2,300,000 | |||||||||
Greencraft Holdings, LLC. | Level 3 | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Earn-out liability with a fair value | $ 7,900,000 | $ 8,000,000 | ||||||||||
Intown Design Inc. | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Earn-out liability with a fair value | $ 2,500,000 | $ 2,000,000 | ||||||||||
Assumptions used in preparing internal rate of return model include estimates for future revenues products and services discount factor based on estimated cost of borrowing | 8.60% | |||||||||||
Intown Design Inc. | Level 3 | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Earn-out liability with a fair value | $ 2,000,000 | $ 2,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Computation of Basic and Diluted Earnings/(Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accounting Policies [Abstract] | ||||
Net income (loss) | $ 1,162 | $ (86) | $ 1,289 | $ (1,395) |
Weighted average shares of common stock outstanding: | ||||
Basic common stock outstanding | 25,289,041 | 25,614,626 | 25,526,332 | 25,614,626 |
Diluted common stock outstanding | 25,383,843 | 25,614,626 | 25,603,663 | 25,614,626 |
Earnings per share of common stock: | ||||
Basic common stock outstanding | $ 0.05 | $ 0 | $ 0.05 | $ (0.05) |
Diluted common stock outstanding | $ 0.05 | $ 0 | $ 0.05 | $ (0.05) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives Definite Lived Intangible Assets (Details) | 6 Months Ended |
Jun. 30, 2019 | |
Customer Relationships | |
Finite Lived Intangible Assets [Line Items] | |
Weighted average useful life | 10 years |
Customer Relationships | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Range of estimated useful lives | 5 years |
Customer Relationships | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Range of estimated useful lives | 10 years |
Trade Names | |
Finite Lived Intangible Assets [Line Items] | |
Weighted average useful life | 8 years |
Trade Names | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Range of estimated useful lives | 3 years |
Trade Names | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Range of estimated useful lives | 11 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 Unc_2
Concentrations, Risks and Uncertainties - Additional Information (Details) - Customer Concentration Risk - Customer | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Revenues | |||||
Concentration Risk [Line Items] | |||||
Number of customers | 0 | 1 | 0 | 1 | |
Concentration of risk, percentage | 10.00% | 10.80% | 10.00% | 11.30% | |
Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Number of customers | 0 | 0 | |||
Concentration of risk, percentage | 10.00% | 10.00% |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Thousands | Mar. 01, 2019USD ($) | Jan. 31, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($)Acquisition | Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2019USD ($) |
Business Acquisition [Line Items] | |||||||||
Net income | $ 1,162 | $ (86) | $ 1,289 | $ (1,395) | |||||
Number of acquisitions | Acquisition | 2 | ||||||||
Intown Design Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash consideration | $ 10,700 | ||||||||
Accrued liability recorded | 2,010 | 800 | |||||||
Contingent earn-out consideration preliminary estimated purchase purchase | 2,000 | $ 2,500 | |||||||
Direct acquisition costs | 400 | ||||||||
Revenue | 6,600 | ||||||||
Net income | (400) | ||||||||
Pro forma adjustments, general and administrative expense | 100 | 300 | |||||||
Pro forma adjustments, accrued interest expense | 200 | 600 | |||||||
Cash consideration | $ 11,537 | ||||||||
Elegant Home Design, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Accrued liability recorded | 0 | $ 1,000 | |||||||
Cash consideration | $ 12,500 | ||||||||
Net revenue | $ 12,500 | 15,800 | |||||||
Net income | $ 700 | $ 2,000 | |||||||
NSI, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash consideration | $ 300 |
Acquisitions - Summary of Total
Acquisitions - Summary of Total Purchase Price (Details) - Intown Design Inc. - USD ($) $ in Thousands | Mar. 01, 2019 | Jun. 30, 2019 |
Business Acquisition [Line Items] | ||
Cash consideration | $ 11,537 | |
Fair value of earn-out | 2,010 | $ 800 |
Total purchase price | $ 13,547 |
Acquisitions - Summary of Estim
Acquisitions - Summary of Estimated Purchase Price Allocation of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 01, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 98,541 | $ 94,593 | |
Intown Design Inc. | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 1,392 | ||
Inventory | 1,905 | ||
Property and equipment | 1,092 | ||
Goodwill | 3,948 | ||
Other intangible assets | 5,310 | ||
Total assets acquired | 13,647 | ||
Total liabilities | 100 | ||
Total consideration | $ 13,547 |
Acquisitions - Pro Forma Result
Acquisitions - Pro Forma Results of Operations (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Intown Design Inc. | ||
Pro Forma: | ||
Total revenue | $ 298,114 | $ 238,952 |
Net income (loss) | $ 1,117 | (1,085) |
Elegant Home Design, LLC | ||
Pro Forma: | ||
Total revenue | 231,474 | |
Net income (loss) | $ (1,367) |
Inventories - Summary of Signif
Inventories - Summary of Significant Components of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 109,343 | $ 103,193 |
Installations in process | 5,819 | 5,077 |
Inventories | $ 115,162 | $ 108,270 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Property And Equipment [Line Items] | ||
Property and equipment, gross | $ 38,789 | $ 32,836 |
Less: accumulated depreciation and amortization | (17,104) | (13,038) |
Property and equipment, net | 21,685 | 19,798 |
Vehicles | ||
Property And Equipment [Line Items] | ||
Property and equipment, gross | 8,933 | 8,553 |
Machinery and Equipment | ||
Property And Equipment [Line Items] | ||
Property and equipment, gross | 7,022 | 4,513 |
Leasehold Improvements | ||
Property And Equipment [Line Items] | ||
Property and equipment, gross | 8,520 | 7,992 |
Furniture and Fixtures | ||
Property And Equipment [Line Items] | ||
Property and equipment, gross | 6,905 | 7,058 |
Computer Equipment and Internal-Use Software | ||
Property And Equipment [Line Items] | ||
Property and equipment, gross | 7,166 | 4,194 |
Other | ||
Property And Equipment [Line Items] | ||
Property and equipment, gross | $ 243 | $ 526 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Property And Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 2.1 | $ 1.6 | $ 4.1 | $ 3 |
Cost of Goods Sold | ||||
Property And Equipment [Line Items] | ||||
Depreciation expense | 0.9 | 0.9 | 1.8 | 1.7 |
General and Administrative Expense | ||||
Property And Equipment [Line Items] | ||||
Depreciation expense | $ 1.2 | $ 0.7 | $ 2.3 | $ 1.3 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Goodwill [Line Items] | |
Goodwill, beginning balance | $ 94,593 |
Goodwill, ending balance | 98,541 |
Intown Acquisition | |
Goodwill [Line Items] | |
Acquisition | 3,948 |
ASG | |
Goodwill [Line Items] | |
Goodwill, beginning balance | 45,564 |
Goodwill, ending balance | 45,564 |
ASG | Intown Acquisition | |
Goodwill [Line Items] | |
Acquisition | 0 |
RDS | |
Goodwill [Line Items] | |
Goodwill, beginning balance | 49,029 |
Goodwill, ending balance | 52,977 |
RDS | Intown Acquisition | |
Goodwill [Line Items] | |
Acquisition | $ 3,948 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Gross Carrying Amount, Accumulated Amortization and Net Book Value of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 145,970 | $ 140,660 |
Accumulated Amortization | (48,552) | (39,945) |
Net Book Value | 97,418 | 100,715 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 119,740 | 115,720 |
Accumulated Amortization | (42,804) | (35,877) |
Net Book Value | 76,936 | 79,843 |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 25,830 | 24,540 |
Accumulated Amortization | (5,633) | (4,000) |
Net Book Value | 20,197 | 20,540 |
Non-compete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 400 | 400 |
Accumulated Amortization | (115) | (68) |
Net Book Value | 285 | 332 |
ASG | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 67,970 | 67,970 |
Accumulated Amortization | (18,232) | (14,734) |
Net Book Value | 49,738 | 53,236 |
ASG | Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 60,180 | 60,180 |
Accumulated Amortization | (16,341) | (13,268) |
Net Book Value | 43,839 | 46,912 |
ASG | Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,740 | 7,740 |
Accumulated Amortization | (1,876) | (1,457) |
Net Book Value | 5,864 | 6,283 |
ASG | Non-compete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 50 | 50 |
Accumulated Amortization | (15) | (9) |
Net Book Value | 35 | 41 |
RDS | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 78,000 | 72,690 |
Accumulated Amortization | (30,320) | (25,211) |
Net Book Value | 47,680 | 47,479 |
RDS | Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 59,560 | 55,540 |
Accumulated Amortization | (26,463) | (22,609) |
Net Book Value | 33,097 | 32,931 |
RDS | Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 18,090 | 16,800 |
Accumulated Amortization | (3,757) | (2,543) |
Net Book Value | 14,333 | 14,257 |
RDS | Non-compete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 350 | 350 |
Accumulated Amortization | (100) | (59) |
Net Book Value | $ 250 | $ 291 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization expense on intangible assets | $ 4.4 | $ 3.3 | $ 8.6 | $ 6.7 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2019 Remaining | $ 7,068 | |
2020 | 12,484 | |
2021 | 12,478 | |
2022 | 12,401 | |
2023 | 12,038 | |
Thereafter | 40,949 | |
Amortization expense | $ 97,418 | $ 100,715 |
Lines of Credit - Additional In
Lines of Credit - Additional Information (Details) - SIC Credit Facility - USD ($) | Jun. 28, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Line Of Credit Facility [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 90,000,000 | ||||
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 | ||||
Discerption of debt instrument variable rate basis | LIBOR based rate plus an applicable margin varying from one hundred twenty five basis points (1.25%) to one hundred seventy five basis points (1.75%) based on the borrowers’ average daily availability determined quarterly, or a base rate determined on the highest of three alternative rates based on the Prime rate, or the Federal Funds rate plus a fifty basis point (0.50%) margin, or a LIBOR based rate plus a two hundred basis point (2.00%) margin. | ||||
Increase in floating interest rate, basis points | 2.00% | ||||
Line of credit maturity date | Jun. 28, 2023 | ||||
Line of credit, outstanding amount | $ 36,300,000 | $ 36,300,000 | |||
Debt issuance costs | 500,000 | ||||
Non-cash interest expense | 20,000 | $ 0 | 50,000 | $ 0 | |
Unamortized debt issuance costs related to the RDS and ASG credit agreement | $ 400,000 | $ 400,000 | |||
LIBOR | |||||
Line Of Credit Facility [Line Items] | |||||
Debt instrument margin basis point | 2.00% | ||||
LIBOR | Minimum | |||||
Line Of Credit Facility [Line Items] | |||||
Debt instrument margin basis point | 1.25% | ||||
LIBOR | Maximum | |||||
Line Of Credit Facility [Line Items] | |||||
Debt instrument margin basis point | 1.75% | ||||
Federal Funds Rate | |||||
Line Of Credit Facility [Line Items] | |||||
Debt instrument margin basis point | 0.50% |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 156,466 | $ 145,939 |
Unamortized debt issuance costs | (1,873) | (2,129) |
Total long-term debt | 154,593 | 143,810 |
Current portion of long-term debt, net of financing fees | 1,296 | 1,368 |
Long-term debt, net of current portion and financing fees | 153,297 | 142,442 |
RDS equipment and vehicle notes | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 1,495 | 956 |
ASG term loans | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 154,971 | 144,983 |
Unamortized debt issuance costs | $ (1,900) | $ (2,100) |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2015 | Jun. 30, 2019 | Jun. 30, 2019 | Mar. 01, 2019 | Dec. 31, 2018 | Feb. 28, 2017 | |
Debt Instrument [Line Items] | ||||||
Outstanding balance | $ 156,466,000 | $ 156,466,000 | $ 145,939,000 | |||
Outstanding on loan | 154,593,000 | 154,593,000 | 143,810,000 | |||
Unamortized debt issuance costs | $ 1,873,000 | $ 1,873,000 | 2,129,000 | |||
Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument margin basis point | 5.25% | |||||
Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 3.50% | 3.50% | ||||
RDS equipment and vehicle notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, maturity date | Sep. 30, 2025 | |||||
Outstanding balance | $ 1,495,000 | $ 1,495,000 | 956,000 | |||
December 2015, ASG loan agreement | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate amount | $ 1,700,000 | |||||
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 | 600,000 | $ 600,000 | 700,000 | |||
February 2017, ASG financing agreement | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, maturity date range, start | Jul. 1, 2017 | |||||
Debt instrument, maturity date range, end | Feb. 28, 2023 | |||||
Outstanding on loan | $ 154,300,000 | $ 154,300,000 | $ 11,500,000 | 144,200,000 | ||
Line of credit facility, maximum borrowing capacity | 174,200,000 | $ 105,000,000 | ||||
February 2017, ASG financing agreement | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 9.69% | 9.69% | ||||
February 2017, ASG financing agreement | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument margin basis point | 7.25% | |||||
ASG term loans | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding balance | $ 154,971,000 | $ 154,971,000 | 144,983,000 | |||
Non-cash interest expense | 100,000 | 300,000 | ||||
Unamortized debt issuance costs | $ 1,900,000 | $ 1,900,000 | $ 2,100,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019USD ($)Facility | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)FacilityStateContainer | Jun. 30, 2018USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Lessor Lease Description [Line Items] | ||||||
Acquisition cost included in PP&E related to leased vehicles | $ 21,685 | $ 21,685 | $ 19,798 | |||
Accumulated amortization related to leased vehicles | 17,104 | $ 17,104 | 13,038 | |||
Long-term non-cancelable operating lease agreements expiration month and year | 2022-10 | |||||
Aggregate deferred rent | 2,100 | $ 2,100 | 1,900 | |||
Aggregate rent expense | 4,700 | $ 3,100 | $ 9,400 | $ 6,000 | ||
2020 | $ 36,180 | |||||
Committed purchases remain for 2019 | $ 18,090 | |||||
Pental Granite and Marble, LLC | ||||||
Lessor Lease Description [Line Items] | ||||||
Minimum purchase volume per month | Container | 90 | |||||
Pental Granite and Marble, LLC | United States | ||||||
Lessor Lease Description [Line Items] | ||||||
Number of states exclusive distribution rights | State | 23 | |||||
RDS | ||||||
Lessor Lease Description [Line Items] | ||||||
2019 | 2,000 | $ 2,000 | ||||
2020 | 2,000 | 2,000 | ||||
2021 | 2,000 | 2,000 | ||||
Committed purchases remain for 2019 | 1,900 | 1,900 | ||||
Total purchases made during period | 1,900 | $ 1,900 | ||||
Finance penalties for not meeting minimum purchase commitment requirements | 15.00% | |||||
ASG | ||||||
Lessor Lease Description [Line Items] | ||||||
Committed purchases remain for 2019 | 400 | $ 400 | ||||
Total purchases made during period | $ 100 | $ 100 | ||||
ASG | Comapany Shareholders 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 | Facility | 3 | 3 | ||||
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 | $ 3,200 | $ 3,200 | 2,700 | |||
Accumulated amortization related to leased vehicles | 800 | 800 | $ 500 | |||
Amortization expense of leased vehicles | $ 100 | $ 80 | $ 300 | $ 200 | ||
Corporate, Administrative, Fabrication and Warehousing Facilities | RDS | Company Shareholder | ||||||
Lessor Lease Description [Line Items] | ||||||
Long-term non-cancelable operating lease agreements expiration month and year | 2023-12 | |||||
Number of facility leases | Facility | 3 | 3 | ||||
Corporate, Administrative, Fabrication and Warehousing Facilities | RDS | Current Employees or Contractors | ||||||
Lessor Lease Description [Line Items] | ||||||
Number of facility leases | Facility | 6 | 6 | ||||
Office Equipment | RDS | ||||||
Lessor Lease Description [Line Items] | ||||||
Long-term non-cancelable operating lease agreements expiration month and year | 2022-09 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Purchases for Maintain Exclusive Rights (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2019 | $ 18,090 |
2020 | 36,180 |
Future minimum purchase | $ 54,270 |
Stock Compensation - Additional
Stock Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Mar. 26, 2019 | Dec. 31, 2018 | Nov. 22, 2017 | |
Restricted Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares of common stock granted | 1,389,605 | ||||||
Vesting period | 3 years | ||||||
Incentive stock options granted pursuan terms | The performance condition is a 2021 earnings target and the target amount achieved impacts the number of shares that will be issued. The number of shares to be issued at achievement of 100% of the earnings target is 573,824, and up to 1,147,648 shares will be issued upon achievement of 200% of the earnings target | ||||||
Restricted Stock | Directors, Executives and Key Employees | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares of common stock granted | 241,957 | ||||||
Restricted Stock | Minimum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares issued for achievement of earnings target | 573,824 | ||||||
Restricted Stock | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares issued for achievement of earnings target | 1,147,648 | ||||||
Restricted Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Total remaining stock-based compensation expense for nonvested stock | $ 13,800 | $ 13,800 | |||||
Total remaining stock-based compensation expense for nonvested stock, excepted weighted average remaining recognition period | 2 years 7 months 6 days | ||||||
Total stock-based compensation expense | 1,400 | $ 800 | $ 2,000 | $ 1,600 | |||
Phantom Stock Outstanding | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Total remaining stock-based compensation expense for nonvested stock | 10 | $ 10 | |||||
Total remaining stock-based compensation expense for nonvested stock, excepted weighted average remaining recognition period | 1 year 6 months | ||||||
Total stock-based compensation expense | $ 1,500 | $ 2,300 | |||||
Phantom Stock Outstanding | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Total stock-based compensation expense | $ 10 | $ 10 | |||||
2017 Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Maximum aggregate number of shares issuable | 2,561,463 | ||||||
Stock option activity | 0 | ||||||
2019 Long-Term Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Maximum aggregate number of shares issuable | 1,700,000 | ||||||
Share based compensation, common stock outstanding | 1,858,776 | 1,858,776 | |||||
Common stock reserved and available for future awards | 475,019 | 475,019 | |||||
Shares of common stock available for grant | 1,667,446 | ||||||
Shares of common stock granted | 0 |
Stock Compensation - Summary of
Stock Compensation - Summary of Restricted Stock Activity (Details) - Restricted Stock | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Shares of Restricted Stock Outstanding | |
Nonvested shares, Beginning Balance | shares | 825,976 |
Granted | shares | 1,389,605 |
Forfeited | shares | 197,178 |
Vested | shares | 159,627 |
Nonvested shares, Ending Balance | shares | 1,858,776 |
Weighted Average Grant Date Fair Value | |
Nonvested shares, Beginning Balance | $ / shares | $ 11.84 |
Granted | $ / shares | 13 |
Forfeited | $ / shares | 12 |
Vested | $ / shares | 11.93 |
Nonvested shares, Ending Balance | $ / shares | $ 12.68 |
Stock Compensation - Summary _2
Stock Compensation - Summary of Phantom Stock Activity (Details) - Phantom Stock Outstanding | 6 Months Ended |
Jun. 30, 2019shares | |
Shares of Phantom Restricted Outstanding | |
Nonvested shares, Beginning Balance | 2,777 |
Forfeited | 1,389 |
Nonvested shares, Ending Balance | 1,388 |
Provision for Income Taxes - Ad
Provision for Income Taxes - Additional Information (Details) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 33.10% | 27.83% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019USD ($)Facility | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)FacilityExecutive | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Related Party Transaction [Line Items] | |||||
Aggregate rent expense | $ 4,700,000 | $ 3,100,000 | $ 9,400,000 | $ 6,000,000 | |
RDS | Subcontractors and Supplier | |||||
Related Party Transaction [Line Items] | |||||
Related party unpaid amount | 0 | $ 0 | $ 0 | ||
Number of family members have ownership interest | Executive | 2 | ||||
Related party transaction, amounts of transaction | 200,000 | 600,000 | $ 400,000 | 900,000 | |
Related party accounts payable | 0 | 0 | 10,000 | ||
Related party transaction cost | 20,000 | 50,000 | |||
ASG | Facility Rent | New Jersey | |||||
Related Party Transaction [Line Items] | |||||
Aggregate rent expense | 90,000 | 0 | 200,000 | ||
Related party unpaid amount | $ 0 | $ 0 | 0 | ||
Trust Affiliated with Stockholder | RDS | Facility Rent | |||||
Related Party Transaction [Line Items] | |||||
Number of facilities leases | Facility | 3 | 3 | |||
Aggregate rent expense | $ 500,000 | 400,000 | $ 1,100,000 | 200,000 | |
Related party unpaid amount | $ 0 | $ 0 | 0 | ||
Current Employees or Contractors | RDS | Facility Rent | |||||
Related Party Transaction [Line Items] | |||||
Number of facilities leases | Facility | 6 | 6 | |||
521 Digiulian Boulevard, LLC | ASG | Facility Rent | |||||
Related Party Transaction [Line Items] | |||||
Aggregate rent expense | $ 40,000 | 40,000 | $ 80,000 | 40,000 | |
Related party unpaid amount | 0 | 0 | 0 | ||
Officer | Other Related Party Transactions | |||||
Related Party Transaction [Line Items] | |||||
Related party unpaid amount | 0 | 0 | $ 10,000 | ||
Related party transaction cost | $ 40,000 | $ 80,000 | $ 80,000 | $ 100,000 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2019Segment | |
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, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Net sales: | ||||
Net sales | $ 158,342 | $ 124,861 | $ 295,262 | $ 229,247 |
Operating income: | ||||
Operating income | $ 6,750 | $ 3,610 | 10,016 | 4,560 |
Capital expenditures: | ||||
Capital expenditures | 3,475 | 6,411 | ||
Operating Segments | RDS | ||||
Net sales: | ||||
Net sales | 172,797 | 125,417 | ||
Operating income: | ||||
Operating income | 7,466 | 6,673 | ||
Capital expenditures: | ||||
Capital expenditures | 2,443 | 1,480 | ||
Operating Segments | ASG | ||||
Net sales: | ||||
Net sales | 123,851 | 104,561 | ||
Operating income: | ||||
Operating income | 11,810 | 6,145 | ||
Capital expenditures: | ||||
Capital expenditures | 1,009 | 4,912 | ||
Elimination | ||||
Net sales: | ||||
Net sales | (1,386) | (731) | ||
Operating income: | ||||
Operating income | 81 | 43 | ||
Unallocated | ||||
Operating income: | ||||
Operating income | (9,341) | (8,301) | ||
Capital expenditures: | ||||
Capital expenditures | $ 23 | $ 19 |
Segment Information - Summary o
Segment Information - Summary of Segment Assets to Consolidated (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Goodwill: | ||
Goodwill | $ 98,541 | $ 94,593 |
Other intangible assets: | ||
Net Book Value | 97,418 | 100,715 |
Total Assets: | ||
Assets | 429,323 | 416,014 |
Operating Segments | RDS | ||
Goodwill: | ||
Goodwill | 52,977 | 49,029 |
Other intangible assets: | ||
Net Book Value | 47,680 | 47,479 |
Total Assets: | ||
Assets | 176,304 | 170,724 |
Operating Segments | ASG | ||
Goodwill: | ||
Goodwill | 45,564 | 45,564 |
Other intangible assets: | ||
Net Book Value | 49,738 | 53,236 |
Total Assets: | ||
Assets | 234,116 | 230,505 |
Elimination | ||
Total Assets: | ||
Assets | (580) | (1,016) |
Unallocated | ||
Total Assets: | ||
Assets | $ 19,483 | $ 15,801 |