Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 01, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | SELECT INTERIOR CONCEPTS, INC. | ||
Entity Central Index Key | 0001723866 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | 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 | 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Entity Common Stock, Shares Outstanding | 25,510,926 | ||
Entity File Number | 001-38632 | ||
Entity Tax Identification Number | 47-4640296 | ||
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 | GA | ||
Entity Address, Postal Zip Code | 30339 | ||
City Area Code | 888 | ||
Local Phone Number | 701-4737 | ||
Entity Interactive Data Current | Yes | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Incorporation, State or Country Code | DE | ||
Title of 12(b) Security | Class A Common Stock, par value $0.01 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 87 | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the Registrant’s Definitive Proxy Statement relating to its 2021 Annual Meeting of Stockholders (to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this Annual Report) are incorporated by reference into Part III of this Annual Report on Form 10-K, as indicated herein. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 2,974 | $ 5,002 |
Accounts receivable, net of allowance for doubtful accounts of $489 and $849 at December 31, 2020 and 2019, respectively | 67,881 | 63,419 |
Inventories | 98,982 | 104,741 |
Prepaid expenses and other current assets | 17,372 | 11,083 |
Income taxes receivable | 4,617 | 2,184 |
Total current assets | 191,826 | 186,429 |
Property and equipment, net of accumulated depreciation of $30,387 and $21,020 at December 31, 2020 and 2019, respectively | 21,056 | 26,494 |
Deferred tax assets, net | 8,877 | 10,550 |
Goodwill | 99,789 | 99,789 |
Intangible assets, net | 78,014 | 90,748 |
Other assets | 5,446 | 6,265 |
Total assets | 405,008 | 420,275 |
Current liabilities | ||
Accounts payable | 47,246 | 42,734 |
Accrued expenses and other current liabilities | 20,353 | 16,661 |
Customer deposits | 8,144 | 8,627 |
Current portion of long-term debt, net of financing fees of $1,279 and $511 at December 31, 2020 and 2019, respectively | 15,623 | 11,749 |
Current portion of capital lease obligations | 2,700 | 2,395 |
Total current liabilities | 94,066 | 82,166 |
Line of credit | 9,623 | 21,871 |
Long-term debt, net of current portion and financing fees of $1,486 and $1,107 at December 31, 2020 and 2019, respectively | 134,526 | 141,299 |
Long-term capital lease obligations | 5,235 | 6,907 |
Other long-term liabilities | 7,367 | 6,757 |
Total liabilities | 250,817 | 259,000 |
Commitments and contingencies (see Note 11) | ||
Stockholders' equity | ||
Treasury stock, 160,733 shares at December 31, 2020 and 33,140 shares at December 31, 2019, at cost | (1,279) | (391) |
Additional paid-in capital | 165,048 | 161,396 |
Retained earnings (accumulated deficit) | (9,834) | 19 |
Total stockholders’ equity | 154,191 | 161,275 |
Total liabilities and stockholders' equity | 405,008 | 420,275 |
Customer Relationships | ||
Current assets | ||
Intangible assets, net | 62,700 | 71,989 |
Intangible assets | ||
Current assets | ||
Intangible assets, net | 15,314 | 18,759 |
Class A | ||
Stockholders' equity | ||
Common stock | 256 | 251 |
Total stockholders’ equity | $ 256 | $ 251 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts | $ 489 | $ 849 |
Accumulated depreciation | 30,387 | 21,020 |
Accumulated amortization | 68,456 | 55,722 |
Current portion of long-term debt, net of financing fees | 1,279 | 511 |
Non current portion of long-term debt, net of financing fees | $ 1,486 | $ 1,107 |
Treasury stock, shares | 160,733 | 33,140 |
Customer Relationships | ||
Accumulated amortization | $ 57,540 | $ 48,251 |
Intangible assets | ||
Accumulated amortization | $ 10,916 | $ 7,471 |
Class A | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 25,609,758 | 25,139,542 |
Common stock, shares outstanding | 25,449,025 | 25,106,402 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Revenue, net | $ 554,025 | $ 610,373 | $ 489,757 |
Cost of revenue | 418,816 | 446,299 | 356,303 |
Gross profit | 135,209 | 164,074 | 133,454 |
Selling, general and administrative expenses | 131,827 | 144,816 | 121,357 |
Income from operations | 3,382 | 19,258 | 12,097 |
Other expense: | |||
Interest expense | 14,568 | 17,220 | 11,426 |
Loss on extinguishments of debt | 42 | ||
Other expense (income), net | 1,641 | (6,467) | 2,115 |
Total other expense, net | 16,209 | 10,753 | 13,583 |
Income (loss) before provision (benefit) for income taxes | (12,827) | 8,505 | (1,486) |
Provision (benefit) for income taxes | (2,974) | 1,521 | 989 |
Net income (loss) | $ (9,853) | $ 6,984 | $ (2,475) |
Income (loss) per basic and diluted share of common stock | |||
Basic common stock | $ (0.39) | $ 0.28 | $ (0.10) |
Diluted common stock | $ (0.39) | $ 0.27 | $ (0.10) |
Weighted average shares outstanding | |||
Basic common stock | 25,337,249 | 25,296,955 | 25,634,342 |
Diluted common stock | 25,337,249 | 25,431,677 | 25,634,342 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Cumulative Effect Period of Adoption Adjustment | Revision of Prior Period AdjustmentCumulative Effect Period of Adoption Adjustment | Class A | Class B | Treasury Stock, at Cost | Total Additional Paid-in Capital | Total Retained Earnings (Accumulated Deficit) | Total Retained Earnings (Accumulated Deficit)Revision of Prior Period AdjustmentCumulative Effect Period of Adoption Adjustment |
Beginning balance at Dec. 31, 2017 | $ 148,087 | $ 217 | $ 39 | $ 153,520 | $ (5,689) | ||||
Beginning balance, shares at Dec. 31, 2017 | 21,750,000 | 3,864,626 | |||||||
Equity-based compensation | 2,528 | 2,528 | |||||||
Equity based compensation, Shares | 27,646 | ||||||||
Issuance of Class A and Class B common stock awards | 554 | $ 1 | 553 | ||||||
Issuance of Class A and Class B common stock awards, shares | 752 | 39,645 | |||||||
Special stock dividend and cancellation of common stock | $ 2 | $ (2) | |||||||
Special stock dividend and cancellation of common stock, shares | 226,511 | (226,511) | |||||||
Conversion of Class B Stock to Class A Stock | $ 37 | $ (37) | |||||||
Conversion of Class B Stock to Class A Stock, shares | 3,677,760 | (3,677,760) | |||||||
Net income (loss) | (2,475) | (2,475) | |||||||
Ending balance at Dec. 31, 2018 | 148,694 | $ 257 | 156,601 | (8,164) | |||||
Ending balance, shares at Dec. 31, 2018 | 25,682,669 | ||||||||
Equity-based compensation | 4,797 | 4,797 | |||||||
Issuance of Class A common stock due to restricted stock vesting | $ 2 | (2) | |||||||
Issuance of Class A common stock due to restricted stock vesting, shares | 256,873 | ||||||||
Repurchase of Class A common stock | (391) | $ (391) | |||||||
Retirement of Class A common stock | (8) | $ (8) | |||||||
Retirement of Class A common stock, shares | (800,000) | ||||||||
Net income (loss) | 6,984 | 6,984 | |||||||
Ending balance at Dec. 31, 2019 | 161,275 | $ 251 | (391) | 161,396 | 19 | ||||
Ending balance, shares at Dec. 31, 2019 | 25,139,542 | ||||||||
Retained earnings (accumulated deficit) | 19 | $ 1,199 | $ 1,199 | ||||||
Equity-based compensation | 2,789 | 2,789 | |||||||
Issuance of Class A common stock due to restricted stock vesting | 4 | $ 4 | |||||||
Issuance of Class A common stock due to restricted stock vesting, shares | 352,871 | ||||||||
Issuance of Class A and Class B common stock awards | 864 | $ 1 | 863 | ||||||
Issuance of Class A and Class B common stock awards, shares | 117,345 | ||||||||
Repurchase of Class A common stock | (888) | (888) | |||||||
Net income (loss) | (9,853) | (9,853) | |||||||
Ending balance at Dec. 31, 2020 | 154,191 | $ 256 | $ (1,279) | $ 165,048 | $ (9,834) | ||||
Ending balance, shares at Dec. 31, 2020 | 25,609,758 | ||||||||
Retained earnings (accumulated deficit) | $ (9,834) | $ 1,200 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows provided by operating activities | |||
Net income (loss) | $ (9,853) | $ 6,984 | $ (2,475) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 22,867 | 24,157 | 20,487 |
Change in fair value of earn-out liabilities | (6,029) | 2,109 | |
Equity-based compensation | 2,789 | 5,740 | 2,528 |
Deferred provision for (benefit from) income taxes | 1,673 | (1,494) | (4,186) |
Amortized interest on deferred debt issuance costs | 1,182 | 610 | 663 |
Loss on extinguishments of debt | 42 | ||
Provision for doubtful accounts | (322) | 349 | 283 |
Loss (gain) on disposal of property and equipment, net | 104 | (223) | (139) |
Other | (70) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (4,140) | 1,225 | (4,370) |
Inventories | 5,704 | 979 | 1,209 |
Prepaid expenses and other current assets | (7,025) | (3,012) | 151 |
Other assets | (305) | (12) | (174) |
Accounts payable | 4,625 | 5,194 | (11,891) |
Accrued expenses and other current liabilities | 4,559 | (2,212) | 3,847 |
Income taxes receivable | (2,433) | (1,905) | 1,240 |
Customer deposits | (484) | (1,281) | 2,888 |
Other long-term liabilities | 1,733 | 1,885 | |
Net cash provided by operating activities | 20,604 | 30,955 | 12,212 |
Cash flows used in investing activities | |||
Purchase of property and equipment | (3,436) | (9,169) | (8,507) |
Proceeds from disposal of property and equipment | 178 | 65 | 6 |
Net cash used in investing activities | (3,258) | (24,641) | (80,624) |
Cash flows provided by (used in) financing activities | |||
Payment of Greencraft Holdings, LLC earn-out liability | (5,794) | ||
Proceeds from ERP financing | 376 | 2,725 | |
Proceeds from issuance of equity | 553 | ||
Proceeds from (payments on) line of credit, net | (12,347) | (14,934) | 17,886 |
Proceeds from term loan | 11,500 | 57,250 | |
Term loan deferred issuance costs | (2,230) | (958) | |
Purchase of treasury stock | (888) | (399) | |
Payments on notes payable and capital leases | (3,235) | (1,921) | (1,454) |
Principal payments on long-term debt | (1,050) | (1,851) | (1,050) |
Net cash provided by (used in) financing activities | (19,374) | (10,674) | 72,227 |
Net increase (decrease) in cash and restricted cash | (2,028) | (4,360) | 3,815 |
Cash and restricted cash, beginning of period | 5,002 | 9,362 | 5,547 |
Cash and restricted cash, end of period | 2,974 | 5,002 | 9,362 |
Supplemental disclosures of cash flow information | |||
Cash paid for interest | 13,313 | 16,411 | 10,445 |
Cash paid (received) for income taxes, net of refunds | (1,090) | 4,899 | 3,845 |
Supplemental disclosures of non-cash investing and financing activities | |||
Acquisition of equipment and vehicles with long-term debt and capital leases | $ 1,169 | 8,251 | 1,804 |
T.A.C. Ceramic Tile Co. | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Change in fair value of earn-out liabilities | 2,300 | ||
Cash flows used in investing activities | |||
Acquisition of business, net of cash acquired | (40,189) | ||
Supplemental disclosures of non-cash investing and financing activities | |||
Acquisitions measurement period adjustments | 498 | ||
Earn-out purchase price adjustment | 2,265 | ||
Summit Stoneworks, LLC | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Change in fair value of earn-out liabilities | 1,900 | ||
Cash flows used in investing activities | |||
Acquisition of business, net of cash acquired | (16,000) | ||
Supplemental disclosures of non-cash investing and financing activities | |||
Earn-out purchase price adjustment | 1,851 | ||
Tuscany Collection, LLC | |||
Cash flows used in investing activities | |||
Acquisition of business, net of cash acquired | (4,152) | ||
NSI, LLC | |||
Cash flows used in investing activities | |||
Acquisition of business, net of cash acquired | (290) | ||
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 investing and financing activities | |||
Acquisition of Elegant Home Design, LLC, indemnity holdback | 1,000 | ||
Greencraft Holdings, LLC. | |||
Cash flows used in investing activities | |||
Acquisition of business, net of cash acquired | (3,000) | ||
Supplemental disclosures of non-cash investing and financing activities | |||
Acquisitions measurement period adjustments | $ 317 | ||
Intown Design Inc. | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Change in fair value of earn-out liabilities | 2,000 | ||
Cash flows used in investing activities | |||
Acquisition of business, net of cash acquired | (11,537) | ||
Supplemental disclosures of non-cash investing and financing activities | |||
Earn-out purchase price adjustment | $ 2,010 |
Organization and Business Descr
Organization and Business Description | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Organization and Business Description | 1. Organization and Business Description Organization and Nature of Operations 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 to consolidate diversified building products and services companies. Through its two primary operating subsidiaries and segments, Residential Design Services, LLC (f/k/a TCFI LARK LLC) (“RDS”) and Architectural Surfaces Group, LLC (f/k/a TCFI G&M LLC) (“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. 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, Midwest, Mountain West, and West Coast regions of the United States. The SIC platform originated in September 2014, when affiliates of Trive Capital Management LLC (“Trive Capital”) acquired RDS, which in turn acquired the assets of PT Tile Holdings, LP (“Pinnacle”) in February 2015, and 100% of the equity interests in Greencraft Holdings, LLC (“Greencraft”) in December 2017. RDS then acquired the assets of Summit Stoneworks, LLC (“Summit”) in August 2018, 100% of the equity interests in T.A.C. Ceramic Tile Co. (which we refer to as “TAC”) in December 2018, and acquired the assets of Intown Design, Inc., Intown Granite of Charlotte, Inc., and Granitec, LLC, (collectively, “Intown”) in March 2019. Affiliates of Trive Capital also formed a consolidation platform in the stone countertop market by establishing TCFI G&M LLC, a Delaware limited liability company formed on May 26, 2015. TCFI G&M LLC acquired 100% of the equity interests in Architectural Granite & Marble, LLC in June 2015, which in turn acquired the assets of Bermuda Import-Export, Inc. (“Modul”) in July 2016, 100% of the equity interests in Pental Granite and Marble, LLC (“Pental”) in February 2017, and the assets of Cosmic Stone & Tile Distributors, Inc. (“Cosmic”) in October 2017. On January 17, 2018, TCFI G&M LLC changed its name to Architectural Surfaces Group, LLC (a/k/a ASG). ASG then acquired the assets of Elegant Home Design, LLC (Bedrock”) in January 2018, the assets of NSI, LLC (“NSI”) in March 2018, and the assets of The Tuscany Collection, LLC (“Tuscany”) in August 2018. 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 (i) certain former equity holders of RDS and ASG (collectively referred to as the “Rollover Stockholders”) contributed a certain amount of equity interests in RDS and ASG to SIC in exchange for shares of Class B common stock, par value $0.01 per share, of SIC (“Class B Common Stock”) (such transaction referred to as the “Contribution and Exchange”), (ii) SIC used a certain amount of proceeds from the November 2017 Private Offering and Private Placement (described below) to purchase from certain former equity holders of RDS and ASG the remaining equity interests in each of RDS and ASG (that were not initially contributed to SIC as part of the Contribution and Exchange), and (iii) after the preceding transactions, RDS and ASG became wholly-owned subsidiaries of SIC. SIC was wholly owned by Trive Capital and was inactive until the November 2017 Restructuring Transactions. Prior to the November 2017 Restructuring Transactions, SIC, RDS, and ASG were all under the common control of Trive Capital. 1. Organization and Business Description (Continued) 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 a public offering price of $12.00 per share for gross proceeds of approximately $225 million (prior to payment of discounts and fees to the initial purchaser and placement agent and offering expenses) (the “November 2017 Private Offering and Private Placement”). The net proceeds from the November 2017 Private Offering and Private Placement were primarily used by SIC to (i) repurchase 2,379,486 shares of Class B Common Stock from Trive Capital for approximately $26.6 million, (ii) purchase, from certain Rollover Stockholders, the remaining outstanding equity interests in each of RDS and ASG (that were not initially contributed to SIC as part of the Contribution and Exchange) for approximately $62.7 million, and (iii) repay outstanding indebtedness totaling $112.8 million to third-party lenders and pay $0.3 million of lending related fees. The remainder of the net proceeds was used by SIC for transaction expenses related to the November 2017 Private Offering and Private Placement, working capital and general corporate purposes. 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). These net proceeds were used by SIC to repurchase an additional 3,000,000 shares of Class B Common Stock from certain Rollover Stockholders. 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.” |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements include the accounts of SIC, its wholly owned subsidiaries RDS and ASG, and their wholly owned subsidiaries, and are presented using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. 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 U.S. GAAP. 2. Summary of Significant Accounting Policies (Continued) Earnings (Loss) per Common Share For the years ended December 31, 2020, 2019 and 2018, basic earnings per share for common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. For the years ended December 31, 2020, 2019 and 2018, common stock consists of only Class A Common Stock, since in August 2018, 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 The following table sets forth the computation of basic and diluted loss per share for the years ended December 31, 2020, 2019 and 2018: (in thousands, except share and per share data) Year Ended December 31, 2020 Year Ended December 31, 2019 Year Ended December 31, 2018 Net income (loss) $ (9,853 ) $ 6,984 $ (2,475 ) Weighted average shares of common stock outstanding: Basic common stock 25,337,249 25,296,955 25,634,342 Diluted common stock 25,337,249 25,431,677 25,634,342 Earnings (loss) per share of common stock: Basic common stock $ (0.39 ) $ 0.28 $ (0.10 ) Diluted common stock $ (0.39 ) $ 0.27 $ (0.10 ) All restricted stock awards outstanding totaling 2,797,419 at December 31, 2020, and 825,976 at December 31, 2018, were excluded from the computation of diluted earnings per share in 2020 and 2018 because the Company reported a net loss and the effect of inclusion would have been antidilutive. Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and contingencies at the date of the consolidated financial statements and the reported net revenue and expenses. 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, valuation of inventory, 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, revenue recognition, warranties, returns and the purchase price allocations used in the Company’s acquisitions. 2. Summary of Significant Accounting Policies (Continued) Restricted Cash No amount of restricted cash is held as of December 31, 2020 or 2019. 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 risk adjusted 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 as of December 31, 2019 and was no longer a Level 3 fair value estimate as the underlying inputs were known and the earn-out target criteria were not met as of December 31, 2019. Adjustments reducing the fair value of the earn-out liability by $1.9 million were recorded within other (income) expense for the year ended December 31, 2019. The earn-out liability associated with the acquisition of T.A.C. Ceramic Tile Co, LLC (“TAC”) in December 2018 was reduced to zero as of December 31, 2019 and was no longer a Level 3 fair value estimate as the underlying inputs were known and the earn-out target criteria were not met as of December 31, 2019. Adjustments reducing the fair value of the earn-out liability by $2.3 million were recorded within other (income) expense for the year ended December 31, 2019. The earn-out liability associated with the acquisition of Intown Design, Inc., Intown Granite of Charlotte, Inc., and Granitec, LLC, (collectively, “Intown”) in March 2019 had a recorded fair value of zero at December 31, 2019 and is no longer a Level 3 fair value estimate as of December 31, 2020, as the underlying inputs are known and the earn-out target criteria were not met as of December 31, 2020. An adjustment decreasing the fair value of the earn-out liability by $2.0 million was recorded within other (income) expense for the year ended December 31, 2019. 2. Summary of Significant Accounting Policies (Continued) At December 31, 2020 and December 31, 2019, 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 2020 or 2019, other than the Intown earn-out liability out of Level 3 during 2020 and the Summit and TAC earn-out liabilities out of Level 3 during 2019 due to the availability of observable and known inputs to calculate the fair value of the liabilities as of December 31, 2020 and 2019, respectively. Accounts Receivable Accounts receivable are recorded at net realizable value. The Company continually assesses the collectability of outstanding customer invoices; and if deemed necessary, maintains an allowance for estimated losses resulting from the non-collection of customer receivables. In estimating this allowance, the Company considers factors such as: historical collection experience, a customer’s current creditworthiness, customer concentrations, personal guarantees, credit insurance, age of the receivable balance both individually and in the aggregate and general economic conditions that may affect a customer’s ability to pay. The Company also has the ability to place liens against a significant amount of RDS customers in order to secure receivables. Actual customer collections could differ from the Company’s estimates. At December 31, 2020 and 2019, the Company’s allowance for doubtful accounts was $0.5 million and $0.8 million, respectively. Inventories Inventories consist of stone slabs, tile and sinks, and include the costs to acquire the inventories and transport the respective inventories to its location. Inventory also includes flooring, cabinets, doors and trim, glass, and countertops, which have not yet been installed, as well as labor and related costs for installations in process. Inventory is valued at the lower of cost (using the specific identification and first-in, first-out methods) or net realizable value. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. The Company capitalizes internal-use software as property and equipment under ASC 350-40 , Internal-Use Software Range of estimated useful lives Machinery and equipment 5 - 7 years Vehicles 3 - 7 years Furniture and fixtures 3 - 7 years Computer equipment 3 - 5 years Leasehold improvements Shorter of 15 years or the remaining lease term 2. Summary of Significant Accounting Policies (Continued) 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 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 2 years – 15 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. Changes in the estimated fair values of net assets recorded for acquisitions prior to the finalization of more detailed analysis, but not to exceed one year from the date of acquisition, will adjust the amount of the purchase price allocable to goodwill. Measurement period adjustments are reflected in the period in which they occur. Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets, such as property and equipment and intangible assets, whenever events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable, or at least annually. The assessment for possible impairment is based on the Company’s ability to recover the carrying value of the asset or asset group from the expected future undiscounted cash flows of the related operations. If the aggregate of these cash flows is less than the carrying value of such assets, an impairment loss is recognized for the difference between the estimated fair value and the carrying value. The measurement of impairment requires management to estimate future cash flows and the fair value of long-lived assets. There were no impairment losses on long-lived assets for the years ended December 31, 2020 and 2019. Goodwill Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. The Company accounts for goodwill in accordance with FASB ASC topic 350, Intangibles-Goodwill and Other Intangible Assets Note 8 2. Summary of Significant Accounting Policies (Continued) Debt Issuance Costs Debt issuance costs related to a recognized debt liability are deferred and amortized over the related term of the debt as non-cash interest expense and are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability. Debt issuance costs are amortized using the effective interest method or on a straight-line basis when it approximates the effective interest method. Sales Tax The Company’s policy is to present taxes collected from customers and remitted to governmental authorities on a net basis. The Company records the amounts collected as a current liability and relieves such liability upon remittance to the taxing authority without impacting revenue or expenses. Warranty Obligations The Company offers supplier-specific product warranties to its customers. In estimating future warranty obligations, the Company considers various relevant factors, including its warranty policies and practices and those of its suppliers, the historical frequency of claims, the cost to replace products under warranty, and the amounts expected to be reimbursed by suppliers. On certain products, customer warranty claims are covered directly by the manufacturer of the product. Management estimates its warranty obligation at December 31, 2020 and 2019, to be minimal, and therefore, the Company has not recorded a significant provision for accrued warranty costs. Operating Leases The Company accounts for rent expense for its operating leases on a straight-line basis in accordance with authoritative guidance on accounting for leases. The Company leases its corporate, administrative, retail and manufacturing facilities over terms expiring between 2021 and 2029. The Company also leases certain office and warehouse equipment over terms expiring between 2021 and 2025. The term of the lease is considered its initial obligation period, which does not include option periods. The leases may have renewal clauses exercisable at the option of the Company and contain rent holidays and/or rent escalation clauses. The Company includes scheduled rent holidays and rent escalation clauses for the purposes of recognizing straight-line rent over the lease term. Capital Leases The Company finances the acquisition of certain vehicles and equipment with capital leases. The acquisition costs are recognized as property, plant and equipment (“PP&E”) on the consolidated balance sheets at fair value at the inception of the lease, or, if lower, at the present value of the minimum lease payments as determined at the inception of the lease. The acquisition costs are amortized over the useful life on the same basis as owned vehicles or, where shorter, the term of the capital lease. Amortization expense is recorded as accumulated amortization on the consolidated balance sheets. The capital lease liability owed to the lessor is included in the consolidated balance sheets as a capital lease obligation. Lease payments are apportioned between interest expense and a reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Revenue Recognition The Company’s revenue derived from the sale of imported granite, marble, and related items, primarily in our ASG operating segment, is recognized at a point in time when control over a product is transferred to a customer. This transfer occurs primarily when goods are picked up by a customer at the branch or when goods are delivered to a customer location. The Company’s contracts with its home builder customers within our RDS operating segment are usually short-term in nature and will generally range in length from several days to several weeks. The Company’s contracts related to multi-family and commercial projects are generally long-term in nature. We recognize revenue from both short-term and long-term contracts for each distinct performance obligation identified over time on a percentage-of-completion basis of accounting, utilizing the output method as a measure of progress, as we believe this represents the best measure of when goods and services are transferred to the customer. 2. Summary of Significant Accounting Policies (Continued) Revenue is measured at the transaction price, which is based on the amount of consideration the Company expects to receive in exchange for transferring the promised goods or services to the customer. The transaction price will include estimates of variable consideration, such as any returns and sales incentives. Applicable customer sales taxes, when remitted, are recorded as a liability and excluded from revenue on a net basis. In the fourth quarter of 2019, the Company adopted ASU 2014-09, the new accounting standard under ASC Topic 606, using the modified retrospective method as of January 1, 2019. (See Note 3 ) Cost of Revenue RDS’ cost of revenue is comprised of the costs of materials and labor to purchase and install products for the Company’s customers. ASG’s cost of revenue primarily consists of purchased materials, sourcing fees for inventory procurement, and freight costs. RDS and ASG also include payroll taxes and benefits, workers’ compensation insurance, vehicle-related expenses and overhead costs, including rent, depreciation, utilities, property taxes, repairs and maintenance costs in the cost of revenue. The Company’s cost of revenue is reduced by rebates provided by suppliers in the period the rebate is earned. Shipping and Handling Charges Fees charged to customers for shipping and handling of product are included in revenue. The costs for shipping and handling of product are recorded as a component of cost of revenue. Additionally, we consider shipping and handling costs charged to a customer as a fulfillment cost rather than a promised service and expense as incurred. Advertising The Company expenses advertising costs as incurred. Advertising expense for the years ended December 31, 2020, 2019, and 2018 totaled $0.6 million, $1.2 million and $2.5 million, respectively. 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 or performance period, which is usually equivalent to the vesting period. Forfeitures are recognized as they occur. (See Note 12 Income Taxes The provision for income taxes is accounted for under the asset and liability method prescribed by ASC 740 (Topic 740, Income Taxes The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. 2. Summary of Significant Accounting Policies (Continued) On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was adopted into law. The Tax Act makes broad and complex changes to the Internal Revenue Code of 1986, including, but not limited to, (i) reducing the U.S. federal corporate tax rate from 35% to 21%; (ii) eliminating the corporate alternative minimum tax (“AMT”) and changing how existing AMT credits are realized; (iii) creating a new limitation on deductible interest expense; and (iv) changing rules related to uses and limitation of net operating loss carryforwards created in tax years beginning after December 31, 2017. The Company’s policy is to recognize interest and/or penalties related to all tax positions as income tax expense. To the extent that accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision in the period that such determination is made. The Company has recognized less than ($0.1) million in combined interest and penalties related to uncertain tax positions for the year ended December 31, 2020. The Company recognized $0.4 million in combined interest and penalties related to uncertain tax positions for the year ended December 31, 2019. Segment Reporting In accordance with ASC 280-10-50-1, an operating segment is a component of an entity that has all 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. 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 criteria, RDS and ASG. Each of these operating segments provides products and services that generate revenue and incur expenses as they engage in business activities and maintains discrete financial information. Additionally, the Company’s chief operating decision maker, the Chief Executive Officer, reviews financial performance, approves budgets and allocates resources at the RDS and ASG operating segment level. Recently Issued and Adopted 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) Note 3 2. Summary of Significant Accounting Policies (Continued) In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework Accounting Pronouncements Issued but Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities In June 2016, the FASB issued ASU 2016-13, “ Measurement of Credit Losses on Financial Instruments,” Financial Instruments—Credit Losses Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment 2. Summary of Significant Accounting Policies (Continued) 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 fiscal years beginning after December 15, 2020. 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. In December 2019, the FASB issued ASU 2019-12, “ Simplifying the Accounting for Income Taxes |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 3. Revenue In the fourth quarter of 2019, the Company adopted ASU 2014-09, the new accounting standard under ASC Topic 606, using the modified retrospective method as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the previous standard, Topic 605. The Company recorded a $1.2 million cumulative effect adjustment as an increase to opening retained earnings due to the impact of adopting Topic 606, with the impact primarily related to the change in accounting for certain of the RDS short-term home builder contracts that were previously accounted for on a completed contract basis, whereas, under ASC 606, the Company now recognizes revenue associated with these contracts for the individual performance obligations over time as the service is performed and the transfer of control occurs. There was no impact upon adoption on long-term multi-family or commercial contracts that were already recognized under the percentage-of-completion method of accounting under Topic 605. Additionally, there was no material impact related to the sales of imported granite, marble, and related items of the ASG operating segment, due to similar performance obligations and recognition timing under the amended guidance. 3. Revenue (Continued) Impact of Topic 606 Revenue Recognition Standard on 2019 Financial Statement Line Items In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on the Company’s Consolidated Statement of Operations and Consolidated Balance Sheet was as follows (in thousands): For the year ended December 31, 2019 Consolidated Statement of Operations As Reported Balances without Adoption Impact of Adoption Revenue, net $ 610,373 $ 609,899 $ 474 Cost of revenue 446,299 445,890 409 Selling, general, and administrative expenses 144,816 144,832 (16 ) Provision for income taxes 1,521 1,500 21 Net income 6,984 6,924 60 Contract Balances The timing of revenue recognition, billings, and cash collections results in billed accounts receivable, revenue in excess of billings, customer deposits, and billings in excess of revenue recognized in the Company’s Consolidated Balance Sheets. Contract assets The Company’s contract assets consist of unbilled amounts typically resulting from sales under contracts when the revenue recognized exceeds the amount billed to the customer, generally in the RDS operating segment revenue derived from homebuilders and commercial and multifamily projects. Contract assets are recorded in other current assets in the . The Company had contract assets of $12.8 million and $5.7 million as of December 31, 2020 and 2019, respectively. The Company’s contract assets generally become unconditional and are reclassified to receivables in the quarter subsequent to each balance sheet date. Contract liabilities The Company records contract liabilities when it receives payment prior to fulfilling a performance obligation or has billings in excess of revenue recognized Company’s Consolidated Balance Sheets 3. Revenue (Continued) Remaining Performance Obligations Remaining performance obligations related to ASC 606 represent the aggregate transaction price allocated to performance obligations with an original contract term greater than one year which are fully or partially unsatisfied at the end of the period, and relate primarily to multi-family or commercial revenue. For the years ended December 31, 2020 and 2019, multi-family and commercial projects accounted for approximately 4.5% and 2.8% of the Company’s combined net revenue, respectively. 12 months The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. Revenue The following table presents net revenue for the RDS operating segment disaggregated by geographical area for the years ended December 31, 2020 and 2019: RDS (in thousands) 2020 % 2019 % East $ 77,889 24 % $ 93,274 25 % Central 20,500 6 % 17,100 5 % West 234,100 70 % 258,200 70 % $ 332,489 100 % $ 368,574 100 % The East consists of Virginia, Maryland, North Carolina and Georgia; the Central consists of Texas, and the West consists of California, Nevada and Arizona. The following table presents net revenue for the ASG operating segment disaggregated by product category for the years ended December 31, 2020 and 2019: ASG (in thousands) 2020 % 2019 % Quartz $ 134,797 60 % $ 138,500 57 % Stone 67,225 30 % 75,511 31 % Tile 13,936 6 % 20,211 8 % Other 7,609 4 % 10,567 4 % $ 223,567 100 % $ 244,789 100 % |
Concentrations, Risks and Uncer
Concentrations, Risks and Uncertainties | 12 Months Ended |
Dec. 31, 2020 | |
Risks And Uncertainties [Abstract] | |
Concentrations, Risks and Uncertainties | 4. Concentrations, Risks and Uncertainties The Company maintains cash balances primarily at one commercial bank. The accounts are insured by the Federal Deposit Insurance Corporation up to $0.25 million. The amounts held at this financial institution generally exceed the federally insured limit. Management believes that this financial institution is financially sound and the risk of loss is minimal. Credit is extended for some customers and is based on financial condition, and generally, collateral is not required. Credit losses are provided for in the consolidated financial statements and consistently have been within management’s expectations. For the year ended December 31, 2018, the Company recognized revenue from one customer which accounted for 11.4% of total net revenue. For the years ended December 31, 2020 and 2019, there were no customers which accounted for 10.0% or more of the Company’s total net revenue, receptively. There were no customers which accounted for 10.0% or more of total accounts receivable as of December 31, 2020 and 2019. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | 5. Acquisitions Intown Acquisition On March 1, 2019, RDS acquired 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, for total cash consideration of $10.7 million at closing and an additional $0.8 million of purchase price adjustments that were funded in June 2019. The purchase agreement also provided for potential earn-out consideration to the former shareholders of Intown in connection with the achievement of certain 2019 and 2020 financial milestones. The final earn-out payment had no maximum limit, but if certain targets were not met, there would be no earn-out payment. The contingent earn-out consideration had an estimated purchase price fair value of $2.0 million as of March 31, 2019. The upfront cash paid for the Intown acquisition was financed with additional borrowings from the Company’s third-party financing agreement described in Note 10 (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. Goodwill of $0.1 million 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 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 allocation of the purchase price as of the transaction’s closing date. (in thousands) Amount Accounts receivable $ 1,392 Inventory 1,155 Property and equipment 1,092 Goodwill 4,698 Other intangible assets 5,310 Total assets acquired $ 13,647 Total liabilities 100 Total consideration $ 13,547 An adjustment of approximately $0.8 million was recorded in the fourth quarter of 2019 to reduce the fair value of inventory and to increase the value of goodwill. From the date of acquisition to December 31, 2019, Intown generated net revenue of $17.8 million and net income of $2.2 million, which are included in the Company’s Condensed consolidated statements of operations. For the year ended December 31, 2020, Intown generated net revenue of $20.2 million and net income of $0.2 million. Pro Forma Results The following unaudited pro forma information for the year ended December 31, 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. 5. Acquisitions (Continued) Year Ended December 31, 2019 2018 (in thousands) (unaudited) Pro Forma: Total revenue, net $ 613,225 $ 510,465 Net income (loss) $ 6,787 $ (1,736 ) Our pro forma assumptions are as follows: • Revenues and costs of sales were based on actual results for the years ended December 31, 2019 and 2018. • General and administrative expenses were based on actual results adjusted by $0.1 million and $0.7 million for the years ended December 31, 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 $1.1 million for the years ended December 31, 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 Acquisition 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 with cash consideration of $11.5 million and $1.0 million accrued liability recorded as security for and source of payment of sellers’ obligations that occur within one year subsequent to the acquisition. The outstanding balance remaining of $1.0 million was paid in cash to the sellers in 2019. In addition to the consideration paid for Bedrock, the Company agreed to pay up to an additional $3.0 million to be allocated among three individuals, subject to Bedrock meeting certain financial conditions defined in the purchase agreement and such individuals maintaining continuous employment with the Company through January 31, 2019. These financial conditions were not met and accordingly, no payout was made to these individuals. The Company did not record any compensation expense associated with this provision in 2019 or 2018. The Bedrock acquisition was financed with $6.25 million of borrowing from the Company’s term loan described in Note 10 Note 9 ASG acquired Bedrock to further expand its distribution presence in the Midwest, and to gain access to new geographies, supply chains, products, and distribution rights. The goodwill recorded reflects the strategic value of the acquisition beyond the net value of its assets acquired less liability assumed. The goodwill is deductible for tax purposes. The Company incurred approximately $0.1 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 valuation of the acquired assets and assumed liabilities of Bedrock. The following table summarizes the allocation of the purchase price as of the transaction’s closing date: 5. Acquisitions (Continued) (in thousands) Amount Accounts receivable $ 2,543 Inventory 13,425 Other current assets 163 Property and equipment 374 Goodwill 381 Other intangible assets 1,505 Other assets 60 Total assets acquired $ 18,451 Total liabilities 5,959 Total consideration $ 12,492 From the date of the Bedrock acquisition to December 31, 2018, Bedrock generated net revenue of $27.7 million and net income of $1.9 million, which are included in the Company’s consolidated statements of operations. Pro Forma Results The following unaudited pro forma information for the year ended December 31, 2018 has been prepared to give effect to the acquisition of Bedrock as if the acquisition had occurred on January 1, 2018. The pro forma information takes into account the purchase price allocation. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had the Bedrock acquisition occurred on such date, nor does it purport to predict the results of operations for future periods. Year Ended December 31, 2018 (in thousands) (unaudited) Pro Forma: Total revenue, net $ 491,984 Net (loss) $ (2,445 ) Pro forma assumptions are as follows: • Revenues and costs of sales were based on actual results for the years ended December 31, 2018. • Selling, general and administrative expenses were based on actual results adjusted by $0.02 million for the year ended December 31, 2018, for the impact of the amortization expense of the intangible assets acquired with the acquisition. • Actual interest expense was adjusted by $0.05 million for the year ended December 31, 2018, for the imputed interest on the acquired debt issued to fund the acquisition. • Income taxes were adjusted to impute the Company’s corporate effective rate during the period on the pro forma income before taxes. NSI Acquisition On March 19, 2018, ASG acquired the assets of NSI, LLC, a Maryland limited liability company (“NSI”), for approximately $0.3 million in cash. The NSI acquisition and related transaction costs were financed by ASG’s line of credit described in Note 9 5. Acquisitions (Continued) The Company performed a valuation of the acquired assets and assumed liabilities of NSI. The goodwill is deductible for tax purposes. The following table summarizes the estimated allocation of the preliminary purchase price as of the transaction’s closing date: (in thousands) Amount Accounts receivable $ 251 Inventory 689 Goodwill 390 Total assets acquired $ 1,330 Total liabilities 1,040 Total consideration $ 290 From the date of the NSI acquisition to December 31, 2018, net revenue and net income generated by NSI was not significant. Pro forma net revenue and net income for the year ended December 31, 2018, was not significant. There were no significant direct acquisition costs associated with the NSI acquisition. Tuscany Acquisition On August 22, 2018, ASG acquired the assets of The Tuscany Collection, LLC (“Tuscany”), a distributor of natural stone, quartz and tile in Las Vegas, Nevada, for approximately $4.2 million in cash. The Tuscany acquisition and related transaction costs were financed by the Company’s line of credit described in Note 9 The Company incurred approximately $0.1 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 valuation of the acquired assets and assumed liabilities of Tuscany. The following table summarizes the estimated allocation of the purchase price as of the transaction’s closing date: (in thousands) Amount Accounts receivable $ 167 Inventory 2,258 Goodwill 1,081 Other intangible assets 2,685 Other current assets 161 Total assets acquired $ 6,352 Total liabilities 2,200 Total consideration $ 4,152 Total goodwill deductible for tax purposes is $1.1 million. From the date of the Tuscany acquisition to December 31, 2018, net revenue and net income generated by Tuscany was not significant. Pro forma net revenue and net income for the period ended December 31, 2018, was not significant. Summit Acquisition On August 31, 2018, RDS acquired the assets of Summit Stoneworks, LLC (“Summit”), which is located in Austin, Texas, and is engaged in builder design services and the fabrication and installation of stone products for commercial and residential applications, for $16 million in cash. The agreement also provides for potential earn-out consideration of up to $3.5 million to the former shareholders of Summit for the achievement of certain 2018 and 2019 financial milestones. The contingent earn-out consideration had an estimated fair value of $1.9 million at the date of acquisition and at December 31, 2018, which was subsequently reduced to zero during 2019. During the year ended December 31, 2019, no payments were made on the earn-out as the financial milestones were not met. An adjustment of $1.9 million was recorded within other (income) expense as of December 31, 2019. Note 10 5. Acquisitions (Continued) The total purchase price consisted of the following: (in thousands) Amount Cash consideration $ 16,000 Fair value of earn-out 1,851 $ 17,851 The Company incurred approximately $0.3 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 performed a valuation of the acquired assets and assumed liabilities of Summit. The acquisition expands the scale of the RDS segment into Austin and San Antonio, Texas markets. The goodwill recorded reflects the strategic value of the acquisition beyond the net value of its assets acquired less liability assumed. The following table summarizes the allocation of the purchase price as of the transaction’s closing date: (in thousands) Amount Accounts receivable $ 1,249 Inventory 1,059 Property and equipment 1,042 Goodwill 8,304 Other intangible assets 8,280 Other assets 14 Total assets acquired $ 19,948 Total liabilities 2,097 Total consideration $ 17,851 Total goodwill deductible for tax purposes is $6.4 million. From the date of the Summit acquisition to December 31, 2018, Summit generated net revenue of $5.8 million and net income of $0.4 million, which are included in the Company’s consolidated statements of operations. Pro Forma Results The following unaudited pro forma information for the year ended December 31, 2018 has been prepared to give effect to the acquisition of Summit as if the acquisition had occurred on January 1, 2018. The pro forma information takes into account the purchase price allocation. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had the Summit acquisition occurred on such date, nor does it purport to predict the results of operations for future periods. Year Ended December 31, 2018 (in thousands) (unaudited) Pro Forma: Total revenue, net $ 500,785 Net (loss) $ (3,954 ) 5. Acquisitions (Continued) Pro forma assumptions are as follows: • Revenues and costs of sales were based on actual results for the year ended December 31, 2018. • Selling, general and administrative expenses were based on actual results adjusted by $0.8 million for the year ended December 31, 2018, for the impact of the amortization expense of the intangible assets acquired with the acquisition. • Actual interest expense was adjusted by $0.6 million for the year ended December 31, 2018, for the imputed interest on the acquired debt issued to fund the acquisition. • Income taxes were adjusted to impute the Company’s corporate effective rate during the period on the pro forma income before taxes. TAC Acquisition On December 31, 2018, RDS purchased 100% of the issued and outstanding equity interests of T.A.C. Ceramic Tile Co. (“TAC”), which is located in Manassas, Virginia, and specializes in design center selections and installation of all types of interior flooring surfaces, including tile, hardwood and carpet, for cash consideration of $41.2 million. The agreement also provided for potential earn-out consideration to the former shareholders of TAC for the achievement of certain 2019 financial milestones. The contingent earn-out consideration had an estimated fair value of $2.3 million at the date of acquisition which was reduced to zero as of December 31, 2019. During the year ended December 31, 2019, no payments were made on the earn-out as the financial milestones were not met . This adjustment of $2.3 million was recorded within other (income) expense for the year ended December 31, 2019. Note 10 The total purchase price consisted of the following: (in thousands) Amount Cash consideration $ 41,210 Fair value of earn-out 2,265 $ 43,475 The Company incurred approximately $0.7 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. Additionally, $0.4 million of deferred issuance costs incurred were capitalized. The Company has performed a valuation of the acquired assets and assumed liabilities of TAC. Using the total consideration for the TAC acquisition, the Company has estimated the allocations to such assets and liabilities. The acquisition expands the scale of the RDS and diversifies RDS across geography, channel and product line, including the East region. The acquisition will also assist in introducing a range of additional products to customers, including countertops and cabinets. These factors are the basis for the excess purchase price paid over the value of the assets acquired and liabilities assumed, resulting in goodwill. 5. Acquisitions (Continued) The following table summarizes the estimated allocation of the purchase price as of the transaction’s closing date: (in thousands) Amount Cash $ 1,217 Accounts receivable 6,966 Inventory 4,093 Other current assets 87 Property and equipment 943 Goodwill 18,292 Other intangible assets 19,865 Other assets 4,873 Total assets acquired $ 56,336 Current liabilities 1,895 Deferred income taxes 6,099 Other long-term liabilities 4,867 Total liabilities $ 12,861 Total consideration $ 43,475 A purchase price adjustment of approximately $0.5 Pro Forma Results The following unaudited pro forma information for the year ended December 31, 2018 has been prepared to give effect to the acquisition of TAC as if the acquisition had occurred on January 1, 2018. The pro forma information takes into account the preliminary purchase price allocation. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had the TAC acquisition occurred on such date, nor does it purport to predict the results of operations for future periods. Year Ended December 31, 2018 (in thousands) (unaudited) Pro Forma: Total revenue, net $ 562,219 Net (loss) $ (2,793 ) Pro forma assumptions are as follows: • Revenues and costs of sales were based on actual results for the year ended December 31, 2018 • Selling, general and administrative expenses were based on actual results adjusted by $1.8 million for the year ended December 31, 2018, for the impact of the amortization expense of the intangible assets acquired with the acquisition. Selling, general and administrative expenses were also adjusted by $4.4 million for the year ended December 31, 2018, for the impact of significant nonrecurring charges. • Actual interest expense was adjusted by $0.6 million for the year ended December 31, 2018, for the imputed interest on the acquired debt issued to fund the acquisition. • Income taxes were adjusted to impute the Company’s corporate effective rate during the period on the pro forma income before taxes. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. 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 consisted of the following at: (in thousands) December 31, 2020 December 31, 2019 Raw materials $ 97,988 $ 102,438 Installations in process 994 2,303 $ 98,982 $ 104,741 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 7. Property and equipment, net Property and equipment consisted of the following at: (in thousands) December 31, 2020 December 31, 2019 Vehicles $ 10,948 $ 10,759 Machinery and equipment 9,588 9,672 Leasehold improvements 9,040 8,962 Furniture and fixtures 8,031 6,906 Computer equipment and internal-use software 11,879 10,167 Other 1,957 1,048 $ 51,443 $ 47,514 Less: accumulated depreciation and amortization (30,387 ) (21,020 ) Property and equipment, net $ 21,056 $ 26,494 Depreciation and amortization expense of property and equipment totaled $10.1 million, $8.4 million and $6.6 million for the years ended December 31, 2020, 2019, and 2018, respectively. For the year ended December 31, 2020, $4.2 million and $5.9 million of depreciation and amortization expense was included in cost of goods sold and general and administrative expense, respectively. For the year ended December 31, 2019, $3.7 million and $4.7 million of depreciation and amortization expense was included in cost of goods sold and general and administrative expense, respectively. For the year ended December 31, 2018, $3.7 million and $2.9 million of depreciation and amortization expense was included in cost of goods sold and general and administrative expense, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 8. Goodwill and Intangible Assets Goodwill The change in carrying amount of goodwill by reporting unit was as follows: (in thousands) ASG RDS Total Goodwill December 31, 2018 $ 45,564 $ 49,029 $ 94,593 Intown Acquisition — 4,698 4,698 TAC measurement period adjustment — 498 498 December 31, 2019 $ 45,564 $ 54,225 $ 99,789 2020 activity — — — December 31, 2020 $ 45,564 $ 54,225 $ 99,789 8. Goodwill and Intangible Assets (Continued) Intangibles Assets The following table provides the gross carrying amount, accumulated amortization and net book value for each class of intangible assets by reporting unit as of December 31, 2020: (in thousands) Gross Carrying Amount ASG RDS Total Gross Carrying Amount Customer relationships $ 60,180 $ 60,060 $ 120,240 Trade names 7,740 18,090 25,830 Non-Compete agreements 50 350 400 $ 67,970 $ 78,500 $ 146,470 (in thousands) Accumulated Amortization ASG RDS Total Accumulated Amortization Customer relationships $ (25,548 ) $ (31,992 ) $ (57,540 ) Trade names (3,139 ) (7,522 ) (10,661 ) Non-Compete agreements (33 ) (222 ) (255 ) $ (28,720 ) $ (39,736 ) $ (68,456 ) (in thousands) Net Book Value ASG RDS Total Net Book Value Customer relationships $ 34,632 $ 28,068 $ 62,700 Trade names 4,601 10,568 15,169 Non-Compete agreements 17 128 145 $ 39,250 $ 38,764 $ 78,014 The following table provides the gross carrying amount, accumulated amortization and net book value for each class of intangible assets by reporting unit as of December 31, 2019: (in thousands) Gross Carrying Amount ASG RDS Total Gross Carrying Amount Customer relationships $ 60,180 $ 60,060 $ 120,240 Trade names 7,740 18,090 25,830 Non-Compete agreements 50 350 400 $ 67,970 $ 78,500 $ 146,470 (in thousands) Accumulated Amortization ASG RDS Total Accumulated Amortization Customer relationships $ (19,410 ) $ (28,841 ) $ (48,251 ) Trade names (2,300 ) (5,013 ) (7,313 ) Non-Compete agreements (21 ) (137 ) (158 ) $ (21,731 ) $ (33,991 ) $ (55,722 ) (in thousands) Net Book Value ASG RDS Total Net Book Value Customer relationships $ 40,770 $ 31,219 $ 71,989 Trade names 5,440 13,077 18,517 Non-Compete agreements 29 213 242 $ 46,239 $ 44,509 $ 90,748 8. Goodwill and Intangible Assets (Continued) Amortization expense on intangible assets totaled $12.7 million, $15.8 million, and $13.9 million during the years ended December 31, 2020, 2019, and 2018, respectively. The estimated annual amortization expense for the next five years and thereafter is as follows: Year Ending December 31: 2021 $ 12,603 2022 12,401 2023 12,038 2024 10,313 2025 9,580 Thereafter 21,079 $ 78,014 |
Lines of Credit
Lines of Credit | 12 Months Ended |
Dec. 31, 2020 | |
Line Of Credit Facility [Abstract] | |
Lines of Credit | 9. Lines of Credit SIC Credit Facility 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, July 23, 2019 and August 19, 2019 (“SIC Credit Facility”), with a commercial bank, which amended and restated each of the RDS credit agreement and the ASG credit agreement in their entirety. The SIC Credit Facility will be used by the Company, including both RDS and ASG, for operational purposes. Pursuant to the SIC Credit Facility, the Company has a borrowing-base-governed revolving credit facility that provides for borrowings up to an aggregate of $90 million, which was increased to $100 million through amendment entered into on August 19, 2019. Under the terms of the SIC Credit Facility, the Company has the ability to request the issuance of letters of credit up to a maximum aggregate stated amount of $15 million. The ability to borrow revolving loans under the SIC Credit Facility is reduced on a dollar-for-dollar basis by the aggregate stated amount of all outstanding letters of credit. The indebtedness outstanding under the SIC Credit Facility is secured by substantially all of the assets of the Company and its subsidiaries. The revolving loans under the SIC Credit Facility bear interest at a floating rate equal to an index rate (which the Company can elect between an index based on a LIBOR based rate or an index based on a Prime, Federal Funds or LIBOR based rate) plus an applicable margin. The applicable margin is determined quarterly based on the borrowers’ average daily availability (calculated by reference to their accounts receivable and inventory that comprise their borrowing base) during the immediately preceding fiscal quarter. Upon the occurrence of certain events of default under the SIC Credit Facility, the interest rate applicable to the obligations thereunder may be increased by two hundred basis points (2.00%). The weighted average interest rate assessed during 2020 on the SIC Credit Facility was 2.7%. 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 December 31, 2020, $9.9 million was outstanding under the SIC Credit Facility. The Company also has $0.6 million in letters of credit outstanding at December 31, 2020. The SIC Credit Facility is subject to certain financial covenants. At December 31, 2020, the Company was in compliance with the financial covenants. 9. Lines of Credit (Continued) 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 $0.1 million for each of the years ended December 31, 2020 and 2019, and $0.05 million for the year ended December 31, 2018. At December 31, 2020 and 2019, SIC had $0.2 million and $0.3 million, respectively, of unamortized debt issuance costs related to the SIC Credit Facility. These costs are shown as a direct deduction of the line of credit liability in the accompanying Company’s consolidated balance sheets. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 10. Long-Term Debt Long-term debt consisted of the following at: (in thousands) December 31, 2020 December 31, 2019 RDS equipment and vehicle notes $ 141 $ 489 ASG term loans 152,773 154,177 152,914 154,666 Unamortized debt issuance costs (2,765 ) (1,618 ) Total long-term debt 150,149 153,048 Current portion of long-term debt, net of financing fees $ 15,623 $ 11,749 Long-term debt, net of current portion and financing fees $ 134,526 $ 141,299 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 May 2023 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). ASG paid off the remaining balance of the loan during 2020. At December 31, 2019, ASG had $0.4 million outstanding on this loan. On February 28, 2017, AG&M and Pental, as the borrowers, entered into a financing agreement, as amended, with the lenders party thereto and Cerberus Business Finance, LLC, as the agent for the lenders (“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, was amended in August 2018 to adjust the borrowing capacity to $101.4 million, and was amended in December 2018 to increase the borrowing capacity to $174.2 million. The Company borrowed an additional $11.5 million under the Term Loan Facility to fund the acquisition of Intown on March 1, 2019. In July 2019, the agreement was amended to revise certain covenants. On August 19, 2019, the Term Loan Facility was further amended, resulting in an adjusted rate of interest payable on borrowings under the Term Loan Facility. Additionally, the August 19, 2019 amendment imposed a prepayment premium with respect to an optional prepayment of the term loans under the Financing Agreement occurring within fifteen months of August 19, 2019 (other than prepayments in connection with a change of control) in an amount equal to 1.50% of any such principal amount prepaid. 10. Long-Term Debt (Continued) Subsequent to the August 2019 amendment, borrowings under the Term Loan Facility bear interest per year equal to either: (i) the base rate plus 4.75% for a base rate loan, or (ii) the LIBOR rate plus 6.75% for a LIBOR loan in the event the Leverage Ratio is greater than 2.40 to 1:00. In the event the leverage ratio is less than 2.40 to 1.00, the rates decrease to either Following the delivery of audited annual financial statements for each fiscal year, the Term Loan Facility requires the Company to prepay amounts outstanding under the Term Loan Facility with (i) 75% of the excess cash flow of the Company minus the aggregate principal amount of all optional prepayments made in such preceding fiscal year, if the leverage ratio is greater than 3.25:1.00, or (ii) 50% of the excess cash flow of the Company minus the aggregate principal amount of all optional prepayments made in such preceding fiscal year, if the leverage ratio is less than or equal to 3.25:1.00. In addition, the Term Loan Facility also requires the Company to prepay amounts outstanding, subject to certain exceptions (and, with respect to clauses (i) and (ii) below, certain limited reinvestment rights), with: (i) 100% of the net proceeds of any asset disposition in excess of $0.75 million in any fiscal year, (ii) 100% of any insurance or condemnation awards that are greater than $2.5 million, (iii) 100% of the net proceeds of any equity issuances, (iv) 100% of the net proceeds of any issuance of indebtedness (other than certain permitted indebtedness), and (v) 100% of any net cash proceeds received outside the ordinary course of business. The estimated prepayment amount due under the terms of the agreement in 2021 is $15.7 million, which is classified within the current portion of long-term debt on the consolidated balance sheet as of December 31, 2020. All term loans under the Term Loan Facility are due and payable in full on February 28, 2023, subject to earlier acceleration upon certain conditions. Under the Term Loan Facility, the Company is required to comply with certain customary restrictive covenants that, among other things and with certain exceptions, limit the ability of the Company to (i) incur additional indebtedness and liens, (ii) pay dividends and make certain other distributions, (iii) sell or dispose of property or assets, (iv) make loans, (v) make payment of certain debt, (vi) make fundamental changes, (vii) enter into transactions with affiliates, and (viii) engage in any new businesses. The Term Loan Facility also contains certain customary representations and warranties, affirmative covenants, and reporting obligations. On April 8, 2020, the Term Loan Facility was further amended to provide the Company with relief from certain covenants throughout the remainder of 2020 in light of the economic uncertainty resulting from the COVID-19 pandemic. The amendment, among other things, (i) waived the requirement that the Company prepay the Term Loans with Excess Cash Flow (as defined in the Term Loan Facility) due for payment during the year ending December 31, 2020, (ii) amended the Fixed Charge Coverage Ratio (as defined in the Term Loan Facility) covenant applicable to the fiscal year ending December 31, 2020 to be tested on a monthly basis and requires the Company and its subsidiaries to maintain a reduced Fixed Charge Coverage Ratio (as defined in the Term Loan Facility) of not less than 1.00:1.00 for each month during such fiscal year, and (iii) does not require the Company to test the Total Leverage (as defined in the Term Loan Facility) covenant effective as of the execution date of April 8, 2020 through and including December 31, 2020 for any fiscal quarter end during such period, for so long as the Company and its subsidiaries maintain Financial Covenant Availability (as defined in the Term Loan Facility) of not less than $35 million at all times during such fiscal quarter. This covenant relief expires at the end of 2020 and there is no guarantee that we will be able to negotiate additional covenant relief or maintain compliance with such covenants once the covenant relief expires. If we are unable to extend this covenant relief or maintain compliance with such covenants we would be in default under this facility, and our lenders could elect to declare outstanding amounts due and payable, terminate their commitments, require the posting of additional collateral and enforce their respective interests against existing collateral. On March 10, 2021, the Term Loan Facility was amended to adjust the required leverage ratio (as defined in the Term Loan Facility). The required leverage ratio as of March 31, 2021 and each fiscal quarter ending thereafter was increased from 3.75:1.00 to 4.00:1.00. 10. Long-Term Debt (Continued) As of December 31, 2020 and 2019, the Company had $152.8 million and $153.8 million outstanding, respectively, under the Term Loan Facility. Substantially all of the Company’s assets are collateral for these loans except assets collateralized by the SIC Credit Facility which hold a senior position. These assets include all of the Company’s accounts receivable and inventory. The Company is also restricted from paying dividends to its stockholders. Additionally, substantially all of the net assets 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 covenants pursuant to these term loans. The Company was in compliance with all financial covenants as of December 31, 2020. ASG incurred debt issuance costs in connection with its term loans. These costs are being amortized to non-cash interest expense over the terms of the related notes on a straight-line basis, which approximates the effective interest rate method. Non-cash interest expense related to these costs was $1.1 million for the year ended December 31, 2020, and $ 0.5 million Future Maturities At December 31, 2020, the future maturities of the Company’s long-term debt for each of the next five years and thereafter are as follow: 2021 $ 16,902 2022 1,040 2023 134,972 $ 152,914 Unamortized balance remaining of financing fees (2,765 ) Total long-term debt net of financing fees 150,149 Current portion of long-term debt net of financing fees (15,623 ) Long term debt net of financing fees $ 134,526 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Leases The Company leases certain vehicles and equipment under leases classified as capital leases. The leased vehicles are included as property, plant and equipment and amortized to accumulated amortization on a straight line basis over the life of RDS leases its corporate, administrative, fabrication and warehousing facilities under long-term non-cancelable operating lease agreements expiring at various dates through January 2025. 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 five other facilities are leased from current employees, contractors or former owners of acquired businesses. 11. Commitments and Contingencies (Continued) RDS also has operating leases for certain office equipment and vehicles 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 December 2029. The facility leases contain predetermined fixed escalations of the minimum rentals. One of ASG’s facility leases is with a related party. 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 December 31, 2020 and 2019 was $1.9 million and $2.2 million, respectively. Aggregate rent expense for the years ended December 31, 2020, 2019, and 2018 totaled $19.6 million, $19.1 million and $14.3 million, respectively. Aggregate future minimum payments under capital leases and noncancelable operating leases at December 31, 2020 are as follows: (in thousands) Capital Lease Obligations Related Party Operating Lease Obligations Third Party Operating Lease Obligations Net Lease Commitments 2021 $ 3,042 $ 2,051 $ 13,393 $ 18,486 2022 2,611 1,702 11,587 15,900 2023 1,374 986 7,957 10,317 2024 962 — 3,905 4,867 2025 300 — 3,033 3,333 Thereafter 500 — 3,098 3,598 Total minimum lease payments $ 8,789 $ 4,739 $ 42,973 $ 56,501 Less: amount representing interest (854 ) Present value of net minimum lease payments 7,935 Less: current maturities of capital lease obligations (2,700 ) Long-term capital lease obligations $ 5,235 Litigation The Company experiences routine litigation in the normal course of its business. Production residential builders are primarily sued for alleged construction defects. As a practice, residential builders name all 11. Commitments and Contingencies (Continued) Indemnification In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications, including to lessors of office and warehouse space for certain actions arising during the Company’s tenancy and to the Company’s customers. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. Exclusive Distributor Rights A main quartz supplier of ASG’s Pental business has granted ASG exclusive distribution rights in 23 states in the United States. To maintain these rights, ASG must meet certain minimum purchase requirements. ASG is required to purchase 645 containers per quarter during 2021, increasing up to 1,332 containers per quarter during 2025. Using an estimated price per container based on the 2020 average price per container the future minimum purchases to maintain the exclusive rights as of December 31, 2020 are as follows: (in thousands) Amount 2021 $ 84,500 2022 102,186 2023 121,837 2024 145,419 2025 174,502 $ 628,444 If ASG does not purchase at least eighty percent (80%) of the minimum purchase volumes for two consecutive quarters, or at least ninety percent (90%) of the minimum purchase volumes in any calendar year, the supplier has the right to terminate ASG’s exclusive distribution rights. There are no financial penalties to ASG if such commitments are not met; however, the supplier reserves the right to terminate the exclusive distribution rights. For the year ended December 31, 2020, ASG did not meet the eighty percent (80%) minimum purchase volume threshold in light of the current economic environment. ASG and the supplier have discussed the impact of the current economic environment on the minimum purchase volumes and have reached an informal understanding around reduced purchase volumes. The supplier must give 60 days notice to terminate this exclusivity arrangement, which has not been received by the Company. While ASG maintains good relationships with this supplier and believes that it would be unlikely that such supplier would terminate the exclusive relationship, there is no guarantee that such supplier will not terminate the exclusive relationship in the future due to ASG’s failure to purchase the minimum volumes. In the event the supplier were to terminate ASG’s distribution rights it could have a material impact on ASG’s supply chain and ASG may be unable to find an alternative source for quartz in a timely manner or on favorable terms. Purchase Commitments The Company also has contracted to minimum purchase commitments with certain suppliers. RDS has committed to purchase $2.0 million in products annually for each of the calendar years 2020 and 2021 with a certain supplier. The minimum purchase commitment for the year 2020 was achieved. Financial penalties for not achieving the minimum purchase commitment amount are equal to 15% of the shortfall amount. |
Stock Compensation
Stock Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Compensation | 12. 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 December 31, 2020, there were 1,447,419 shares of the Company’s common stock subject to outstanding awards under the 2017 Plan and 318,914 shares of the Company’s common stock were reserved and available for future awards under the 2017 Plan. As of December 31, 2020, there were 1,350,000 shares of the Company’s common stock subject to outstanding inducement awards, further discussed below. 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 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 December 31, 2020. The 2017 Plan and the 2019 Incentive Plan (collectively, “the Plans”), permit the grant of incentive stock options to employees and the grant of nonstatutory stock options, performance awards, restricted stock, restricted stock units, stock appreciation rights, and other stock-based awards to the Company’s employees, directors and consultants at the sole discretion of the Company’s board of directors. Stock Options The Company has not granted any stock options under the Plans. Restricted Stock Restricted stock awards and restricted stock unit awards are grants of shares of the Company’s common stock or rights to receive 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 unless and until shares of common stock are issued with respect to such awards. 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 year ended December 31, 2020, 1,347,877 restricted stock units were granted under the 2017 Plan to certain directors, executives, and key employees. Certain of these restricted stock units included a market condition under ASC 718 “Compensation – Stock Compensation.” During the three months ended March 31, 2019, restricted stock units were granted to certain executives and include both a service and a performance condition. The performance condition is achievement of a 2021 earnings target and the level of achievement of the earnings target determines the number of shares that will be issued. In the first quarter of 2020, the performance condition for these shares that was deemed probable of vesting as of December 31, 2019, was determined to be no longer probable of vesting. This resulted in a reversal of stock compensation expense of approximately $1.6 million recorded during the three months ended March 31, 2020. In the third quarter of 2020, the majority of these performance awards were cancelled and forfeited. In connection with the appointment of L. W. Varner, Jr. as the new Chief Executive Officer of the Company in June 2020, Mr. Varner received a one-time grant of 500,000 time-based restricted stock units and 500,000 performance -based restricted stock units. Additionally, the Company appointed a new President of ASG and a new Chief Human Resources Officer in the third quarter of 2020 who each received one-time grants totaling a combined 175,000 time-based restricted stock units and 175,000 performance-based restricted stock units. All of these restricted stock units were granted to these new executives as inducement awards in accordance with NASDAQ Listing Rule 5635(c)(4) and were not granted under the Plans. The time-based restricted stock units vest in equal annual installments over four years , subject to continued employment with the Company. The performance-based restricted stock units contain market conditions based on the closing price of the Company’s common stock exceeding specific price hurdles for 20 consecutive trading days, and subject to continued employment with the Company. 12. Stock Compensation (Continued) The Company estimated the fair value of all shares granted 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 restricted stock units issued during the year ended December 31, 2020 was determined using the closing share price on the date of grant. For shares issued with a market condition, the Monte Carlo simulation model was used to determine the fair value of the award. Inputs into the Monte Carlo simulation model for applicable awards during the year ended December 31, 2020 included a dividend yield of 0%, an expected volatility rate ranging from 48.06% to 54.69%, and a risk-free rate ranging from 0.18% to 0.37%. A summary of the restricted stock activity for the Plans for the years ended December 31, 2020, 2019 and 2018 is as follows: (in thousands) Nonvested Shares Outstanding Weighted Average Grant Date Fair Value Nonvested shares at December 31, 2017 356,368 $ 12.00 Granted 779,016 $ 11.83 Forfeited (281,762 ) $ 12.00 Vested (27,646 ) $ 12.00 Nonvested shares at December 31, 2018 825,976 $ 11.84 Granted 1,453,205 $ 12.99 Forfeited (197,185 ) $ 12.00 Vested (256,873 ) $ 11.79 Nonvested shares at December 31, 2019 1,825,123 $ 12.75 Granted 1,347,877 $ 4.25 Forfeited (1,255,365 ) $ 11.93 Vested (470,216 ) $ 10.64 Nonvested shares at December 31, 2020 1,447,419 $ 5.33 As of December 31, 2020, total remaining equity-based compensation expense for unvested restricted stock is $10.3 million, which is expected to be recognized over a weighted average remaining period of 2.9 years. Equity-based compensation expense recognized for restricted stock for the years ended December 31, 2020, 2019 and 2018 was $2.8 million, $4.7 million and $2.5 million, respectively, and is recorded within SG&A expenses. The recognized tax benefit for stock compensation expense for the years ended December 31, 2020, 2019, and 2018 was $0.5 million, $0.4 million and $1.0 million, respectively. Management awarded 2019 annual compensation bonuses in equity shares instead of cash. These bonuses were settled in the first quarter of 2020 at fixed amounts using the stock price 2 days prior to the date of settlement. The number of shares awarded to executives and key employees upon settlement in 2020 was 117,345 shares. The compensation expense associated with these awards was $0.9 million for the year ended December 31, 2019. The related liability associated with these bonuses was recorded in a ccrued expenses and other current liabilities as of December 31, 2019. 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. All shares of phantom stock have vested and there are no outstanding shares of phantom stock. As a result of the cash-settlement feature of these awards, the Company considers these awards to be liability awards, which are measured at fair value at each reporting date and the pro-rata vested portion of the award is recognized as a liability. The Company recorded phantom stock-based compensation expense of $0.01 million related to these shares for each of the years ended December 31, 2020, 2019 and 2018, respectively. |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | 13. Provision for Income Taxes At December 31, 2020, 2019 and 2018, the components of the provision for income taxes reflected on the consolidated statements of operations are as follows: (in thousands) 2020 2019 2018 Current: Federal $ (4,302 ) $ 1,728 $ 3,604 State (345 ) 1,287 1,571 Total current (4,647 ) 3,015 5,175 Deferred: Federal 671 618 (2,871 ) State 1,002 (2,112 ) (1,315 ) Total deferred 1,673 (1,494 ) (4,186 ) Provision (benefit) for income taxes $ (2,974 ) $ 1,521 $ 989 The Company does not have any foreign operations and derives all of its pre-tax income from domestic sources, and all income tax expense is related to domestic tax jurisdictions. The following is a reconciliation of expected income tax expense (computed by applying the federal statutory income tax rate to income before taxes) to actual income tax expense. (in thousands) 2020 2019 2018 Income taxes at federal statutory rate $ (2,694 ) $ 1,786 $ (280 ) State income taxes, net of federal benefit 387 (651 ) 148 Transaction costs — — 968 TAC earn-out — (476 ) — Equity-based compensation — 134 — Permanent items 852 298 294 State rate changes 364 (293 ) (27 ) 162(m) limitation — 345 — Other, net 90 378 (114 ) Uncertain tax position (1,123 ) — — Rate differential on carryback (850 ) — - Provision (benefit) for income taxes $ (2,974 ) $ 1,521 $ 989 At December 31, 2020, the Company’s effective income tax rate is different from what would be expected if the federal rate were applied to net income before taxes primarily due to permanent adjustments, uncertain tax positions related to the TAC acquisition, state income taxes and the Federal NOL carryback allowed by the CARES Act. At December 31, 2019, the Company's effective income tax rate is different from what would be expected if the federal statutory rate were applied to net income before taxes primarily due to permanent adjustments, equity-based compensation, uncertain tax positions related to TAC provision, and state income taxes. At December 31, 2018, the Company’s effective income tax rate is different from what would be expected if the federal statutory rate were applied to net income before taxes primarily due to permanent adjustments, capitalized transaction costs, and state income taxes. 13. Provision for Income Taxes (Continued) The components of deferred tax assets and liabilities are as follows as of December 31, 2020 and 2019: (in thousands) 2020 2019 Deferred tax assets Accrued liabilities $ 2,627 $ 1,555 State income taxes — 103 Intangible assets 4,285 4,919 Net operating loss 682 994 Inventory 3,981 4,351 Equity-based compensation 772 999 Other, net 555 902 Interest limitation 66 676 Total deferred tax assets 12,968 14,499 Deferred tax liabilities Property and equipment (3,343 ) (2,562 ) Prepaids (91 ) (370 ) ASC 606 method change (657 ) (1,017 ) Total deferred tax liabilities (4,091 ) (3,949 ) Net deferred tax assets $ 8,877 $ 10,550 Deferred income taxes reflect the net effects of temporary differences between the amounts of assets and liabilities for financial reporting purposes. The Company has not provided for a valuation allowance against any of its deferred tax assets, as management has determined it is more likely than not that these deferred tax assets will be realized. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income in making this assessment. On December 22, 2017, the President of the United States signed into law the Tax Act. The Tax Act amends the Internal Revenue Code to reduce tax rates and modify policies, credits, and deductions for individuals and businesses. For businesses, the Act reduced the corporate tax rate from a maximum of 35% to a flat 21% rate. The rate reduction was effective on January 1, 2018. In December 2017, the SEC issued Staff Accounting Bulletin No. 118 (SAB 118), which provides guidance on accounting for the income tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting relating to the Tax Act under Accounting Standards Codification Topic 740. Income Taxes (ASC 740). In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for Tax Act-related income tax effects is incomplete, but the company is able to determine a reasonable estimate, it must record a provisional estimate in its financial statements. If a company cannot determine a provisional estimate to be included in its financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. The Company completed its evaluation of the Act of 2017 on its December 31, 2018 financial statements and adjusted its provision for the year ended December 31, 2018 accordingly. In response to the global impacts of COVID-19 on U.S. companies and citizens, the U.S. federal government enacted the CARES Act on March 27, 2020. The CARES Act included several temporary tax relief provisions for companies, including modifications to the interest deduction limitation and a five-year net operating loss carryback. In response to these tax relief provisions, the Company has adjusted its deferred tax asset related to the interest limitation and anticipates carrying back its net operating loss generated in 2020 to prior periods. The Company has recorded a tax benefit related to net operating loss carrybacks of $0.8 million. 13. Provision for Income Taxes (Continued) As of December 31, 2020, the Company had gross federal net operating loss carryforwards of $1.9 million, carrying forward indefinitely. As of December 31, 2020, the Company also had gross state net operating loss carryforwards of $4.9 million, with carryforward periods ranging from 5 years to indefinite. As of December 31, 2019, the Company had gross state net operating loss carryforwards of $21.9 million. As of December 31, 2020, unrecognized tax benefits relate entirely to pre-acquisition TAC tax returns. Assessments related to TAC for tax years through the December 31, 2018 transaction date are the responsibility of former TAC management. The Company is fully indemnified for income taxes prior to the acquisition, as well as any related interest and penalties. The Company does not expect any significant increases or decreases to the Company’s unrecognized tax benefits within the next 12 months. The Company is subject to examinations by federal taxing authorities for the tax years 2017 – 2020 and by state taxing authorities for the tax years 2016—2020. The Company is not currently under any tax examinations. The Company analyzes filing positions in all federal and state jurisdictions where it is required to file income tax returns, and all open tax years in these jurisdictions to determine if there are any uncertain tax positions on its tax returns. A reconciliation of the beginning and ending amounts of unrecognized tax positions are as follows: (in thousands) 2020 2019 Unrecognized tax positions, beginning of year $ 3,998 $ 4,364 Gross increase - prior period tax positions — 298 Gross decrease - prior period tax positions — (395 ) Expiration of statute of limitations (1,092 ) (269 ) Unrecognized tax positions, end of year $ 2,906 $ 3,998 Of the Company’s total unrecognized tax benefits of $2.9 million, there would be no impact to the annual effective tax rate if recognized as the uncertain tax positions are fully indemnified. The Company’s policy is to recognize interest and/or penalties related to all tax positions as income tax expense. To the extent that accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision in the period that such determination is made. Accrued interest and penalties were $0.9 million and $0.9 million as of December 31, 2020 and 2019, respectively. If recognized, there would be no impact to the effective tax rate as the interest and penalties are fully indemnified. The Company recognized an insignificant amount of interest and penalties related to uncertain tax positions for the year ended December 31, 2020. The Company recognized $0.2 million in interest and $0.2 million in penalties related to uncertain tax positions for the year ended December 31, 2019. For the year ended December 31, 2018, the Company recognized $0.2 million in interest and $0.3 million in penalties related to uncertain tax positions. Pursuant of Internal Revenue Code Sections 382, annual use of the Company’s net operating loss carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | 14. Employee Benefit Plan The Company maintains a qualified 401(k) plan for the benefit of its employees. Substantially all employees are eligible to participate in the plan. Under the plan, eligible participants are permitted to make salary deferral contributions to the plan. In addition, the plan provides for employer matching. During the years ended December 31, 2020, 2019 and 2018, the Company contributed $0.6 million, $1.5 million, and $0.9 million to the plan, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. 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 leased five of its facilities during 2020 from current employees, contractors, or former owners of acquired businesses. Rent expense under all these leases totaled $1.9 million during the year ended December 31, 2020, $2.2 million during the year ended December 31, 2019, and $0.8 million during the year ended December 31, 2018. No amounts were unpaid at December 31, 2020 and 2019. (See Note 11 ASG leases office space from 521 Digiulian Boulevard, LLC, a company owned by a current employee. Rent expense under this lease was $ 0.1 million S Note 11 Subcontractors and Suppliers Two of RDS employees have family members that have an ownership interest in a flooring subcontracting company that does business with RDS. During the years ended December 31, 2020, 2019, and 2018, this company performed a total of $0.9 million, $1.2 million, and $1.6 million in subcontract work for RDS, respectively. Amounts due and recorded as accounts payable at December 31, 2020 and 2019 were less than $0.1 million and $0.1 million, respectively. Design services were also provided to RDS by designers affiliated with current Greencraft employees. During the years ended December 31, 2020, 2019 and 2018, expenses incurred with this design company were $0.02 million, $0.1 million and $0.08 million, respectively. No amounts were unpaid at December 31, 2020 and 2019. Other Consulting Services A consulting firm affiliated with a former officer of the Company has performed various consulting services for the Company related to human resources, accounting, and project management. During the years ended December 31, 2020, 2019, and 2018, the Company incurred approximately $0.2 million, $0.3 million, and $0.2 million of costs with this consulting firm, respectively. Amounts due and recorded as accounts payable at December 31, 2020, were less than $0.01 million. No amounts were unpaid at December 31, 2019. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | 16. 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 performs natural and engineered surfaces distribution. These operating segments represent strategic business areas which, although they operate separately and provide their own distinctive services, enables the Company to more effectively offer the complete line of interior design and selection services, merchandising, and complex supply chain management. 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 management for the purpose of making operating decisions and assessing financial performance. 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. In addition, certain costs incurred at a corporate level or at the reporting unit level that benefit the segments are not allocated. These costs include: corporate payroll costs, legal, professional service fees, interest expense, including amortization of deferred financing costs, and taxes and equity-based compensation. 16. Segment Information The Company evaluates performance of the respective segments based upon revenue and operating income. Information for the years presented is provided below: For the Years Ended December 31, (in thousands) 2020 2019 2018 Revenue, net: RDS $ 332,489 $ 368,574 $ 268,362 ASG 223,567 244,789 223,971 Elimination of intercompany sales (2,031 ) (2,990 ) (2,576 ) Consolidated total $ 554,025 $ 610,373 $ 489,757 Operating income: RDS $ 1,615 $ 17,544 $ 14,252 ASG 19,173 19,860 11,925 Elimination of intercompany activity (23 ) 96 (46 ) Unallocated corporate operating loss (17,383 ) (18,242 ) (14,034 ) Consolidated total $ 3,382 $ 19,258 $ 12,097 Capital expenditures: RDS $ 2,324 $ 7,155 $ 1,684 ASG 1,104 1,986 6,539 Unallocated corporate capital expenditures 8 28 284 Consolidated total $ 3,436 $ 9,169 $ 8,507 Depreciation and amortization: RDS $ 11,578 $ 12,896 $ 9,634 ASG 11,185 11,159 10,833 Unallocated corporate depreciation and amortization 104 102 20 Consolidated total $ 22,867 $ 24,157 $ 20,487 As of December 31, (in thousands) 2020 2019 Goodwill: RDS $ 54,225 $ 54,225 ASG 45,564 45,564 Consolidated total $ 99,789 $ 99,789 Other intangible assets, net: RDS $ 38,764 $ 44,509 ASG 39,250 46,239 Consolidated total $ 78,014 $ 90,748 Total assets: RDS $ 193,488 $ 182,754 ASG 198,341 217,655 Consolidation entries 40 36 Unallocated assets, including corporate 13,139 19,830 Consolidated total $ 405,008 $ 420,275 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Data [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | 17. Selected Quarterly Financial Data (Unaudited) Selected summarized quarterly financial information is as follows for the periods presented: (In thousands, except per share data) Quarter Ended Fiscal 2020 December 31 September 30 June 30 March 31 Total revenue, net $ 144,155 $ 150,050 $ 125,442 $ 134,378 Gross profit 35,225 38,590 30,700 30,694 Income (loss) from operations 248 5,144 (37 ) (1,973 ) Net income (loss) (3,203 ) 531 (3,179 ) (4,002 ) Basic EPS $ (0.13 ) $ 0.02 $ (0.13 ) $ (0.16 ) Diluted EPS $ (0.13 ) $ 0.02 $ (0.13 ) $ (0.16 ) Fiscal 2019 (a) Total revenue, net $ 155,242 $ 159,395 $ 158,342 $ 136,920 Gross profit 38,770 42,338 44,168 38,733 Income from operations 2,952 6,209 6,750 3,266 Net income 3,177 2,458 1,162 127 Basic EPS $ 0.13 $ 0.10 $ 0.05 $ 0.00 Diluted EPS $ 0.13 $ 0.10 $ 0.05 $ 0.00 (a) The 2019 quarterly results presented will not sum to 2019 annual results due to the adoption of ASU 2014-19 during the quarter ended December 31, 2019. The quarters in 2019 are presented under the previous standard, ASC Topic 605. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events Events occurring after December 31, 2020, have been evaluated for possible adjustment to the consolidated financial statements or disclosure as of March 16, 2021, which is the date the consolidated financial statements were available to be issued. On March 10, 2021, the Company entered into an amendment on the Term Loan Facility. See Note 10 although the ultimate extent to which COVID-19 impacts our business, results of operations, liquidity and financial condition will depend on future developments, which are highly uncertain. |
Schedule I - Condensed Parent C
Schedule I - Condensed Parent Company Only Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Schedule I - Condensed Parent Company Only Financial Statements | Schedule I – SIC’s Condensed Parent Company Only Financial Statements Select Interior Concepts, Inc. Parent Company Only Condensed Balance Sheets (in thousands, except share data) As of December 31, 2020 As of December 31, 2019 Assets Investment in wholly owned subsidiaries $ 195,101 $ 187,571 Other assets 237 397 Total assets $ 195,338 $ 187,968 Liabilities and stockholders' equity Due to subsidiaries $ 37,024 $ 23,466 Accrued and other liabilities 4,123 3,227 Total liabilities 41,147 26,693 Stockholders' equity: Class A common stock, par value $0.01 per share; 100,000,000 shares authorized; 25,609,758 shares issued and 25,449,025 outstanding at December 31, 2020 and 25,139,542 shares issued and 25,106,402 outstanding at December 31, 2019 256 251 Treasury stock, 160,733 shares at December 31, 2020 and 33,140 shares at December 31, 2019, at cost (1,279 ) (391 ) Additional paid-in capital 165,048 161,396 Retained earnings (accumulated deficit) (9,834 ) 19 Total stockholders' equity 154,191 161,275 Total liabilities and stockholders' equity $ 195,338 $ 187,968 See Notes to Condensed Parent Company Only Financial Statements Select Interior Concepts, Inc. Parent Company Only Condensed Statements of Operations (in thousands) Year Ended December 31, 2020 Year Ended December 31, 2019 Year Ended December 31, 2018 Equity in net income of subsidiaries $ 7,530 $ 25,226 $ 11,559 Selling, general and administrative expenses (17,383 ) (18,242 ) (14,034 ) Net income (loss) $ (9,853 ) $ 6,984 $ (2,475 ) See Notes to Condensed Parent Company Only Financial Statements Condensed Statements of Cash Flows (in thousands) Year Ended December 31, 2020 Year Ended December 31, 2019 Year Ended December 31, 2018 Cash flows used in operating activities: Net income (loss) $ (9,853 ) $ 6,984 $ (2,475 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Equity in net income of subsidiaries (7,530 ) (25,226 ) (11,559 ) Depreciation and amortization 107 102 21 Equity-based compensation 2,789 5,740 2,528 Changes in assets and liabilities: Changes in operating assets 63 (3 ) (204 ) Changes in accrued expenses 1,762 547 677 Net cash used in operating activities $ (12,662 ) $ (11,856 ) $ (11,012 ) Cash flows used in investing activities: Purchase of equipment (8 ) (28 ) (284 ) Net cash used in investing activities $ (8 ) $ (28 ) $ (284 ) Cash flows provided by financing activities: Purchase of treasury stock (888 ) (399 ) — Borrowings from subsidiaries 13,558 12,283 10,743 Proceeds from issuance of equity — — 553 Net cash provided by financing activities $ 12,670 $ 11,884 $ 11,296 Net change in cash and cash equivalents — — — Cash and cash equivalents: Beginning — — — Ending $ — $ — $ — See Notes to Condensed Parent Company Only Financial Statements |
Description of Select Interior
Description of Select Interior Concepts Inc | 12 Months Ended |
Dec. 31, 2020 | |
Parent Company | |
Description of Select Interior Concepts Inc. | Note 1. Description of Select Interior Concepts, Inc. These financial statements reflect the consolidated operations of Select Interior Concepts, Inc. (“SIC”). SIC is a Delaware corporation that was restructured in November 2017 to be a holding company on which to consolidate diversified building products and services companies with a primary focus on the interiors of all types of buildings. SIC owns 100% of its two |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Parent Company | |
Basis of Presentation | Note 2. Basis of Presentation The accompanying Condensed Parent Only Financial Statements include the amounts of SIC and its investment in its subsidiaries under the equity method, and do not present the financial statements of SIC and its subsidiaries on a consolidated basis. Under the equity method, investments in subsidiaries are stated at cost plus contributions and equity in undistributed income (loss) of subsidiaries less distributions received since the date of acquisition. There have been no distributions in 2020, 2019 and 2018. Income tax considerations were evaluated under the separate return method, resulting in no net tax benefits for SIC as a separate entity. These Condensed Parent Company Only Financial Statements should be read in conjunction with the consolidated financial statements of Select Interior Concepts, Inc. and subsidiaries and the accompanying Notes to the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements include the accounts of SIC, its wholly owned subsidiaries RDS and ASG, and their wholly owned subsidiaries, and are presented using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. 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 U.S. GAAP. |
Earnings (Loss) per Common Share | Earnings (Loss) per Common Share For the years ended December 31, 2020, 2019 and 2018, basic earnings per share for common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. For the years ended December 31, 2020, 2019 and 2018, common stock consists of only Class A Common Stock, since in August 2018, 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 The following table sets forth the computation of basic and diluted loss per share for the years ended December 31, 2020, 2019 and 2018: (in thousands, except share and per share data) Year Ended December 31, 2020 Year Ended December 31, 2019 Year Ended December 31, 2018 Net income (loss) $ (9,853 ) $ 6,984 $ (2,475 ) Weighted average shares of common stock outstanding: Basic common stock 25,337,249 25,296,955 25,634,342 Diluted common stock 25,337,249 25,431,677 25,634,342 Earnings (loss) per share of common stock: Basic common stock $ (0.39 ) $ 0.28 $ (0.10 ) Diluted common stock $ (0.39 ) $ 0.27 $ (0.10 ) All restricted stock awards outstanding totaling 2,797,419 at December 31, 2020, and 825,976 at December 31, 2018, were excluded from the computation of diluted earnings per share in 2020 and 2018 because the Company reported a net loss and the effect of inclusion would have been antidilutive. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and contingencies at the date of the consolidated financial statements and the reported net revenue and expenses. 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, valuation of inventory, 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, revenue recognition, warranties, returns and the purchase price allocations used in the Company’s acquisitions. |
Restricted Cash | Restricted Cash No amount of restricted cash is held as of December 31, 2020 or 2019. |
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 risk adjusted 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 as of December 31, 2019 and was no longer a Level 3 fair value estimate as the underlying inputs were known and the earn-out target criteria were not met as of December 31, 2019. Adjustments reducing the fair value of the earn-out liability by $1.9 million were recorded within other (income) expense for the year ended December 31, 2019. The earn-out liability associated with the acquisition of T.A.C. Ceramic Tile Co, LLC (“TAC”) in December 2018 was reduced to zero as of December 31, 2019 and was no longer a Level 3 fair value estimate as the underlying inputs were known and the earn-out target criteria were not met as of December 31, 2019. Adjustments reducing the fair value of the earn-out liability by $2.3 million were recorded within other (income) expense for the year ended December 31, 2019. The earn-out liability associated with the acquisition of Intown Design, Inc., Intown Granite of Charlotte, Inc., and Granitec, LLC, (collectively, “Intown”) in March 2019 had a recorded fair value of zero at December 31, 2019 and is no longer a Level 3 fair value estimate as of December 31, 2020, as the underlying inputs are known and the earn-out target criteria were not met as of December 31, 2020. An adjustment decreasing the fair value of the earn-out liability by $2.0 million was recorded within other (income) expense for the year ended December 31, 2019. 2. Summary of Significant Accounting Policies (Continued) At December 31, 2020 and December 31, 2019, 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 2020 or 2019, other than the Intown earn-out liability out of Level 3 during 2020 and the Summit and TAC earn-out liabilities out of Level 3 during 2019 due to the availability of observable and known inputs to calculate the fair value of the liabilities as of December 31, 2020 and 2019, respectively. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at net realizable value. The Company continually assesses the collectability of outstanding customer invoices; and if deemed necessary, maintains an allowance for estimated losses resulting from the non-collection of customer receivables. In estimating this allowance, the Company considers factors such as: historical collection experience, a customer’s current creditworthiness, customer concentrations, personal guarantees, credit insurance, age of the receivable balance both individually and in the aggregate and general economic conditions that may affect a customer’s ability to pay. The Company also has the ability to place liens against a significant amount of RDS customers in order to secure receivables. Actual customer collections could differ from the Company’s estimates. At December 31, 2020 and 2019, the Company’s allowance for doubtful accounts was $0.5 million and $0.8 million, respectively. |
Inventories | Inventories Inventories consist of stone slabs, tile and sinks, and include the costs to acquire the inventories and transport the respective inventories to its location. Inventory also includes flooring, cabinets, doors and trim, glass, and countertops, which have not yet been installed, as well as labor and related costs for installations in process. Inventory is valued at the lower of cost (using the specific identification and first-in, first-out methods) or net realizable value. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. The Company capitalizes internal-use software as property and equipment under ASC 350-40 , Internal-Use Software Range of estimated useful lives Machinery and equipment 5 - 7 years Vehicles 3 - 7 years Furniture and fixtures 3 - 7 years Computer equipment 3 - 5 years Leasehold improvements Shorter of 15 years or the remaining lease term |
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 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 2 years – 15 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. Changes in the estimated fair values of net assets recorded for acquisitions prior to the finalization of more detailed analysis, but not to exceed one year from the date of acquisition, will adjust the amount of the purchase price allocable to goodwill. Measurement period adjustments are reflected in the period in which they occur. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets, such as property and equipment and intangible assets, whenever events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable, or at least annually. The assessment for possible impairment is based on the Company’s ability to recover the carrying value of the asset or asset group from the expected future undiscounted cash flows of the related operations. If the aggregate of these cash flows is less than the carrying value of such assets, an impairment loss is recognized for the difference between the estimated fair value and the carrying value. The measurement of impairment requires management to estimate future cash flows and the fair value of long-lived assets. There were no impairment losses on long-lived assets for the years ended December 31, 2020 and 2019. |
Goodwill | Goodwill Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. The Company accounts for goodwill in accordance with FASB ASC topic 350, Intangibles-Goodwill and Other Intangible Assets Note 8 |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs related to a recognized debt liability are deferred and amortized over the related term of the debt as non-cash interest expense and are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability. Debt issuance costs are amortized using the effective interest method or on a straight-line basis when it approximates the effective interest method. |
Sales Tax | Sales Tax The Company’s policy is to present taxes collected from customers and remitted to governmental authorities on a net basis. The Company records the amounts collected as a current liability and relieves such liability upon remittance to the taxing authority without impacting revenue or expenses. |
Warranty Obligations | Warranty Obligations The Company offers supplier-specific product warranties to its customers. In estimating future warranty obligations, the Company considers various relevant factors, including its warranty policies and practices and those of its suppliers, the historical frequency of claims, the cost to replace products under warranty, and the amounts expected to be reimbursed by suppliers. On certain products, customer warranty claims are covered directly by the manufacturer of the product. Management estimates its warranty obligation at December 31, 2020 and 2019, to be minimal, and therefore, the Company has not recorded a significant provision for accrued warranty costs. |
Operating Leases | Operating Leases The Company accounts for rent expense for its operating leases on a straight-line basis in accordance with authoritative guidance on accounting for leases. The Company leases its corporate, administrative, retail and manufacturing facilities over terms expiring between 2021 and 2029. The Company also leases certain office and warehouse equipment over terms expiring between 2021 and 2025. The term of the lease is considered its initial obligation period, which does not include option periods. The leases may have renewal clauses exercisable at the option of the Company and contain rent holidays and/or rent escalation clauses. The Company includes scheduled rent holidays and rent escalation clauses for the purposes of recognizing straight-line rent over the lease term. |
Capital Leases | Capital Leases The Company finances the acquisition of certain vehicles and equipment with capital leases. The acquisition costs are recognized as property, plant and equipment (“PP&E”) on the consolidated balance sheets at fair value at the inception of the lease, or, if lower, at the present value of the minimum lease payments as determined at the inception of the lease. The acquisition costs are amortized over the useful life on the same basis as owned vehicles or, where shorter, the term of the capital lease. Amortization expense is recorded as accumulated amortization on the consolidated balance sheets. The capital lease liability owed to the lessor is included in the consolidated balance sheets as a capital lease obligation. Lease payments are apportioned between interest expense and a reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. |
Revenue Recognition | Revenue Recognition The Company’s revenue derived from the sale of imported granite, marble, and related items, primarily in our ASG operating segment, is recognized at a point in time when control over a product is transferred to a customer. This transfer occurs primarily when goods are picked up by a customer at the branch or when goods are delivered to a customer location. The Company’s contracts with its home builder customers within our RDS operating segment are usually short-term in nature and will generally range in length from several days to several weeks. The Company’s contracts related to multi-family and commercial projects are generally long-term in nature. We recognize revenue from both short-term and long-term contracts for each distinct performance obligation identified over time on a percentage-of-completion basis of accounting, utilizing the output method as a measure of progress, as we believe this represents the best measure of when goods and services are transferred to the customer. 2. Summary of Significant Accounting Policies (Continued) Revenue is measured at the transaction price, which is based on the amount of consideration the Company expects to receive in exchange for transferring the promised goods or services to the customer. The transaction price will include estimates of variable consideration, such as any returns and sales incentives. Applicable customer sales taxes, when remitted, are recorded as a liability and excluded from revenue on a net basis. In the fourth quarter of 2019, the Company adopted ASU 2014-09, the new accounting standard under ASC Topic 606, using the modified retrospective method as of January 1, 2019. (See Note 3 ) |
Cost of Revenue | Cost of Revenue RDS’ cost of revenue is comprised of the costs of materials and labor to purchase and install products for the Company’s customers. ASG’s cost of revenue primarily consists of purchased materials, sourcing fees for inventory procurement, and freight costs. RDS and ASG also include payroll taxes and benefits, workers’ compensation insurance, vehicle-related expenses and overhead costs, including rent, depreciation, utilities, property taxes, repairs and maintenance costs in the cost of revenue. The Company’s cost of revenue is reduced by rebates provided by suppliers in the period the rebate is earned. |
Shipping and Handling Charges | Shipping and Handling Charges Fees charged to customers for shipping and handling of product are included in revenue. The costs for shipping and handling of product are recorded as a component of cost of revenue. Additionally, we consider shipping and handling costs charged to a customer as a fulfillment cost rather than a promised service and expense as incurred. |
Advertising | Advertising The Company expenses advertising costs as incurred. Advertising expense for the years ended December 31, 2020, 2019, and 2018 totaled $0.6 million, $1.2 million and $2.5 million, respectively. |
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 or performance period, which is usually equivalent to the vesting period. Forfeitures are recognized as they occur. (See Note 12 |
Income Taxes | Income Taxes The provision for income taxes is accounted for under the asset and liability method prescribed by ASC 740 (Topic 740, Income Taxes The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. 2. Summary of Significant Accounting Policies (Continued) On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was adopted into law. The Tax Act makes broad and complex changes to the Internal Revenue Code of 1986, including, but not limited to, (i) reducing the U.S. federal corporate tax rate from 35% to 21%; (ii) eliminating the corporate alternative minimum tax (“AMT”) and changing how existing AMT credits are realized; (iii) creating a new limitation on deductible interest expense; and (iv) changing rules related to uses and limitation of net operating loss carryforwards created in tax years beginning after December 31, 2017. The Company’s policy is to recognize interest and/or penalties related to all tax positions as income tax expense. To the extent that accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision in the period that such determination is made. The Company has recognized less than ($0.1) million in combined interest and penalties related to uncertain tax positions for the year ended December 31, 2020. The Company recognized $0.4 million in combined interest and penalties related to uncertain tax positions for the year ended December 31, 2019. |
Segment Reporting | Segment Reporting In accordance with ASC 280-10-50-1, an operating segment is a component of an entity that has all 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. 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 criteria, RDS and ASG. Each of these operating segments provides products and services that generate revenue and incur expenses as they engage in business activities and maintains discrete financial information. Additionally, the Company’s chief operating decision maker, the Chief Executive Officer, reviews financial performance, approves budgets and allocates resources at the RDS and ASG operating segment level. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted 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) Note 3 2. Summary of Significant Accounting Policies (Continued) In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework Accounting Pronouncements Issued but Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities In June 2016, the FASB issued ASU 2016-13, “ Measurement of Credit Losses on Financial Instruments,” Financial Instruments—Credit Losses Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment 2. Summary of Significant Accounting Policies (Continued) 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 fiscal years beginning after December 15, 2020. 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. In December 2019, the FASB issued ASU 2019-12, “ Simplifying the Accounting for Income Taxes |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Computation of Basic and Diluted Loss per Share | The following table sets forth the computation of basic and diluted loss per share for the years ended December 31, 2020, 2019 and 2018: (in thousands, except share and per share data) Year Ended December 31, 2020 Year Ended December 31, 2019 Year Ended December 31, 2018 Net income (loss) $ (9,853 ) $ 6,984 $ (2,475 ) Weighted average shares of common stock outstanding: Basic common stock 25,337,249 25,296,955 25,634,342 Diluted common stock 25,337,249 25,431,677 25,634,342 Earnings (loss) per share of common stock: Basic common stock $ (0.39 ) $ 0.28 $ (0.10 ) Diluted common stock $ (0.39 ) $ 0.27 $ (0.10 ) |
Schedule of Estimated Useful Lives of Property and Equipment | Property and equipment are stated at cost, net of accumulated depreciation and amortization. The Company capitalizes internal-use software as property and equipment under ASC 350-40 , Internal-Use Software Range of estimated useful lives Machinery and equipment 5 - 7 years Vehicles 3 - 7 years Furniture and fixtures 3 - 7 years Computer equipment 3 - 5 years Leasehold improvements Shorter of 15 years or the remaining lease term |
Schedule of Estimated Useful Lives Definite Lived Intangible Assets | The Company considers all its intangible assets to have definite lives and 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 2 years – 15 years 10 years Trade names 3 years – 11 years 8 years Non-compete agreements Life of agreement 4 years |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Residential Design Services | |
Disaggregation Of Revenue [Line Items] | |
Summary of Net Revenue Disaggregated by Geographical Area and Product Category | The following table presents net revenue for the RDS operating segment disaggregated by geographical area for the years ended December 31, 2020 and 2019: RDS (in thousands) 2020 % 2019 % East $ 77,889 24 % $ 93,274 25 % Central 20,500 6 % 17,100 5 % West 234,100 70 % 258,200 70 % $ 332,489 100 % $ 368,574 100 % |
Architectural Surfaces Group | |
Disaggregation Of Revenue [Line Items] | |
Summary of Net Revenue Disaggregated by Geographical Area and Product Category | The following table presents net revenue for the ASG operating segment disaggregated by product category for the years ended December 31, 2020 and 2019: ASG (in thousands) 2020 % 2019 % Quartz $ 134,797 60 % $ 138,500 57 % Stone 67,225 30 % 75,511 31 % Tile 13,936 6 % 20,211 8 % Other 7,609 4 % 10,567 4 % $ 223,567 100 % $ 244,789 100 % |
ASU 2014-09 | |
Disaggregation Of Revenue [Line Items] | |
Summary of Impact of Topic 606 on Financial Statements | In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on the Company’s Consolidated Statement of Operations and Consolidated Balance Sheet was as follows (in thousands): For the year ended December 31, 2019 Consolidated Statement of Operations As Reported Balances without Adoption Impact of Adoption Revenue, net $ 610,373 $ 609,899 $ 474 Cost of revenue 446,299 445,890 409 Selling, general, and administrative expenses 144,816 144,832 (16 ) Provision for income taxes 1,521 1,500 21 Net income 6,984 6,924 60 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 allocation of the purchase price as of the transaction’s closing date. (in thousands) Amount Accounts receivable $ 1,392 Inventory 1,155 Property and equipment 1,092 Goodwill 4,698 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 year ended December 31, 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. 5. Acquisitions (Continued) Year Ended December 31, 2019 2018 (in thousands) (unaudited) Pro Forma: Total revenue, net $ 613,225 $ 510,465 Net income (loss) $ 6,787 $ (1,736 ) |
Elegant Home Design, LLC | |
Summary of Estimated Purchase Price Allocation of Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price as of the transaction’s closing date: (in thousands) Amount Accounts receivable $ 2,543 Inventory 13,425 Other current assets 163 Property and equipment 374 Goodwill 381 Other intangible assets 1,505 Other assets 60 Total assets acquired $ 18,451 Total liabilities 5,959 Total consideration $ 12,492 |
Pro Forma Results of Operations | The following unaudited pro forma information for the year ended December 31, 2018 has been prepared to give effect to the acquisition of Bedrock as if the acquisition had occurred on January 1, 2018. The pro forma information takes into account the purchase price allocation. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had the Bedrock acquisition occurred on such date, nor does it purport to predict the results of operations for future periods. Year Ended December 31, 2018 (in thousands) (unaudited) Pro Forma: Total revenue, net $ 491,984 Net (loss) $ (2,445 ) |
NSI, LLC | |
Summary of Estimated Purchase Price Allocation of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated allocation of the preliminary purchase price as of the transaction’s closing date: (in thousands) Amount Accounts receivable $ 251 Inventory 689 Goodwill 390 Total assets acquired $ 1,330 Total liabilities 1,040 Total consideration $ 290 |
Tuscany Collection, LLC | |
Summary of Estimated Purchase Price Allocation of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated allocation of the purchase price as of the transaction’s closing date: (in thousands) Amount Accounts receivable $ 167 Inventory 2,258 Goodwill 1,081 Other intangible assets 2,685 Other current assets 161 Total assets acquired $ 6,352 Total liabilities 2,200 Total consideration $ 4,152 |
Summit Stoneworks, LLC | |
Purchase Price | 5. Acquisitions (Continued) The total purchase price consisted of the following: (in thousands) Amount Cash consideration $ 16,000 Fair value of earn-out 1,851 $ 17,851 |
Summary of Estimated Purchase Price Allocation of Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price as of the transaction’s closing date: (in thousands) Amount Accounts receivable $ 1,249 Inventory 1,059 Property and equipment 1,042 Goodwill 8,304 Other intangible assets 8,280 Other assets 14 Total assets acquired $ 19,948 Total liabilities 2,097 Total consideration $ 17,851 |
Pro Forma Results of Operations | The following unaudited pro forma information for the year ended December 31, 2018 has been prepared to give effect to the acquisition of Summit as if the acquisition had occurred on January 1, 2018. The pro forma information takes into account the purchase price allocation. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had the Summit acquisition occurred on such date, nor does it purport to predict the results of operations for future periods. Year Ended December 31, 2018 (in thousands) (unaudited) Pro Forma: Total revenue, net $ 500,785 Net (loss) $ (3,954 ) |
T.A.C. Ceramic Tile Co. | |
Purchase Price | The total purchase price consisted of the following: (in thousands) Amount Cash consideration $ 41,210 Fair value of earn-out 2,265 $ 43,475 |
Summary of Estimated Purchase Price Allocation of Assets Acquired and Liabilities Assumed | 5. Acquisitions (Continued) The following table summarizes the estimated allocation of the purchase price as of the transaction’s closing date: (in thousands) Amount Cash $ 1,217 Accounts receivable 6,966 Inventory 4,093 Other current assets 87 Property and equipment 943 Goodwill 18,292 Other intangible assets 19,865 Other assets 4,873 Total assets acquired $ 56,336 Current liabilities 1,895 Deferred income taxes 6,099 Other long-term liabilities 4,867 Total liabilities $ 12,861 Total consideration $ 43,475 |
Pro Forma Results of Operations | The following unaudited pro forma information for the year ended December 31, 2018 has been prepared to give effect to the acquisition of TAC as if the acquisition had occurred on January 1, 2018. The pro forma information takes into account the preliminary purchase price allocation. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had the TAC acquisition occurred on such date, nor does it purport to predict the results of operations for future periods. Year Ended December 31, 2018 (in thousands) (unaudited) Pro Forma: Total revenue, net $ 562,219 Net (loss) $ (2,793 ) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Summary of Significant Components of Inventory | The significant components of inventory consisted of the following at (in thousands) December 31, 2020 December 31, 2019 Raw materials $ 97,988 $ 102,438 Installations in process 994 2,303 $ 98,982 $ 104,741 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at: (in thousands) December 31, 2020 December 31, 2019 Vehicles $ 10,948 $ 10,759 Machinery and equipment 9,588 9,672 Leasehold improvements 9,040 8,962 Furniture and fixtures 8,031 6,906 Computer equipment and internal-use software 11,879 10,167 Other 1,957 1,048 $ 51,443 $ 47,514 Less: accumulated depreciation and amortization (30,387 ) (21,020 ) Property and equipment, net $ 21,056 $ 26,494 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Amount of Goodwill | The change in carrying amount of goodwill by reporting unit was as follows: (in thousands) ASG RDS Total Goodwill December 31, 2018 $ 45,564 $ 49,029 $ 94,593 Intown Acquisition — 4,698 4,698 TAC measurement period adjustment — 498 498 December 31, 2019 $ 45,564 $ 54,225 $ 99,789 2020 activity — — — December 31, 2020 $ 45,564 $ 54,225 $ 99,789 |
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 for each class of intangible assets by reporting unit as of December 31, 2020: (in thousands) Gross Carrying Amount ASG RDS Total Gross Carrying Amount Customer relationships $ 60,180 $ 60,060 $ 120,240 Trade names 7,740 18,090 25,830 Non-Compete agreements 50 350 400 $ 67,970 $ 78,500 $ 146,470 (in thousands) Accumulated Amortization ASG RDS Total Accumulated Amortization Customer relationships $ (25,548 ) $ (31,992 ) $ (57,540 ) Trade names (3,139 ) (7,522 ) (10,661 ) Non-Compete agreements (33 ) (222 ) (255 ) $ (28,720 ) $ (39,736 ) $ (68,456 ) (in thousands) Net Book Value ASG RDS Total Net Book Value Customer relationships $ 34,632 $ 28,068 $ 62,700 Trade names 4,601 10,568 15,169 Non-Compete agreements 17 128 145 $ 39,250 $ 38,764 $ 78,014 The following table provides the gross carrying amount, accumulated amortization and net book value for each class of intangible assets by reporting unit as of December 31, 2019: (in thousands) Gross Carrying Amount ASG RDS Total Gross Carrying Amount Customer relationships $ 60,180 $ 60,060 $ 120,240 Trade names 7,740 18,090 25,830 Non-Compete agreements 50 350 400 $ 67,970 $ 78,500 $ 146,470 (in thousands) Accumulated Amortization ASG RDS Total Accumulated Amortization Customer relationships $ (19,410 ) $ (28,841 ) $ (48,251 ) Trade names (2,300 ) (5,013 ) (7,313 ) Non-Compete agreements (21 ) (137 ) (158 ) $ (21,731 ) $ (33,991 ) $ (55,722 ) (in thousands) Net Book Value ASG RDS Total Net Book Value Customer relationships $ 40,770 $ 31,219 $ 71,989 Trade names 5,440 13,077 18,517 Non-Compete agreements 29 213 242 $ 46,239 $ 44,509 $ 90,748 |
Schedule of Estimated Annual Amortization Expense | The estimated annual amortization expense for the next five years and thereafter is as follows: Year Ending December 31: 2021 $ 12,603 2022 12,401 2023 12,038 2024 10,313 2025 9,580 Thereafter 21,079 $ 78,014 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consisted of the following at: (in thousands) December 31, 2020 December 31, 2019 RDS equipment and vehicle notes $ 141 $ 489 ASG term loans 152,773 154,177 152,914 154,666 Unamortized debt issuance costs (2,765 ) (1,618 ) Total long-term debt 150,149 153,048 Current portion of long-term debt, net of financing fees $ 15,623 $ 11,749 Long-term debt, net of current portion and financing fees $ 134,526 $ 141,299 |
Schedule of future maturities of long-term debt | At December 31, 2020, the future maturities of the Company’s long-term debt for each of the next five years and thereafter are as follow: 2021 $ 16,902 2022 1,040 2023 134,972 $ 152,914 Unamortized balance remaining of financing fees (2,765 ) Total long-term debt net of financing fees 150,149 Current portion of long-term debt net of financing fees (15,623 ) Long term debt net of financing fees $ 134,526 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Aggregate Future Minimum Payments Under Capital Leases and Noncancelable Operating Leases | Aggregate future minimum payments under capital leases and noncancelable operating leases at December 31, 2020 are as follows: (in thousands) Capital Lease Obligations Related Party Operating Lease Obligations Third Party Operating Lease Obligations Net Lease Commitments 2021 $ 3,042 $ 2,051 $ 13,393 $ 18,486 2022 2,611 1,702 11,587 15,900 2023 1,374 986 7,957 10,317 2024 962 — 3,905 4,867 2025 300 — 3,033 3,333 Thereafter 500 — 3,098 3,598 Total minimum lease payments $ 8,789 $ 4,739 $ 42,973 $ 56,501 Less: amount representing interest (854 ) Present value of net minimum lease payments 7,935 Less: current maturities of capital lease obligations (2,700 ) Long-term capital lease obligations $ 5,235 |
Schedule of Future Minimum Purchases for Maintain Exclusive Rights | Using an estimated price per container based on the 2020 average price per container the future minimum purchases to maintain the exclusive rights as of December 31, 2020 are as follows: (in thousands) Amount 2021 $ 84,500 2022 102,186 2023 121,837 2024 145,419 2025 174,502 $ 628,444 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restricted Stock | |
Summary of Restricted Stock Activity and Phantom Stock Activity | A summary of the restricted stock activity for the Plans for the years ended December 31, 2020, 2019 and 2018 is as follows: (in thousands) Nonvested Shares Outstanding Weighted Average Grant Date Fair Value Nonvested shares at December 31, 2017 356,368 $ 12.00 Granted 779,016 $ 11.83 Forfeited (281,762 ) $ 12.00 Vested (27,646 ) $ 12.00 Nonvested shares at December 31, 2018 825,976 $ 11.84 Granted 1,453,205 $ 12.99 Forfeited (197,185 ) $ 12.00 Vested (256,873 ) $ 11.79 Nonvested shares at December 31, 2019 1,825,123 $ 12.75 Granted 1,347,877 $ 4.25 Forfeited (1,255,365 ) $ 11.93 Vested (470,216 ) $ 10.64 Nonvested shares at December 31, 2020 1,447,419 $ 5.33 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Components of Provision for Income Taxes Reflected on Consolidated Statements of Operations | At December 31, 2020, 2019 and 2018, the components of the provision for income taxes reflected on the consolidated statements of operations are as follows: (in thousands) 2020 2019 2018 Current: Federal $ (4,302 ) $ 1,728 $ 3,604 State (345 ) 1,287 1,571 Total current (4,647 ) 3,015 5,175 Deferred: Federal 671 618 (2,871 ) State 1,002 (2,112 ) (1,315 ) Total deferred 1,673 (1,494 ) (4,186 ) Provision (benefit) for income taxes $ (2,974 ) $ 1,521 $ 989 |
Reconciliation of Expected Income Tax Expense (Computed by Applying Federal Statutory Income Tax Rate to Income Before Taxes) to Actual Income Tax Expense | The following is a reconciliation of expected income tax expense (computed by applying the federal statutory income tax rate to income before taxes) to actual income tax expense. (in thousands) 2020 2019 2018 Income taxes at federal statutory rate $ (2,694 ) $ 1,786 $ (280 ) State income taxes, net of federal benefit 387 (651 ) 148 Transaction costs — — 968 TAC earn-out — (476 ) — Equity-based compensation — 134 — Permanent items 852 298 294 State rate changes 364 (293 ) (27 ) 162(m) limitation — 345 — Other, net 90 378 (114 ) Uncertain tax position (1,123 ) — — Rate differential on carryback (850 ) — - Provision (benefit) for income taxes $ (2,974 ) $ 1,521 $ 989 |
Components of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities are as follows as of December 31, 2020 and 2019: (in thousands) 2020 2019 Deferred tax assets Accrued liabilities $ 2,627 $ 1,555 State income taxes — 103 Intangible assets 4,285 4,919 Net operating loss 682 994 Inventory 3,981 4,351 Equity-based compensation 772 999 Other, net 555 902 Interest limitation 66 676 Total deferred tax assets 12,968 14,499 Deferred tax liabilities Property and equipment (3,343 ) (2,562 ) Prepaids (91 ) (370 ) ASC 606 method change (657 ) (1,017 ) Total deferred tax liabilities (4,091 ) (3,949 ) Net deferred tax assets $ 8,877 $ 10,550 |
Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Positions | A reconciliation of the beginning and ending amounts of unrecognized tax positions are as follows: (in thousands) 2020 2019 Unrecognized tax positions, beginning of year $ 3,998 $ 4,364 Gross increase - prior period tax positions — 298 Gross decrease - prior period tax positions — (395 ) Expiration of statute of limitations (1,092 ) (269 ) Unrecognized tax positions, end of year $ 2,906 $ 3,998 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Performance of Segment based upon Revenues, Operating Income and Assets | 16. Segment Information The Company evaluates performance of the respective segments based upon revenue and operating income. Information for the years presented is provided below: For the Years Ended December 31, (in thousands) 2020 2019 2018 Revenue, net: RDS $ 332,489 $ 368,574 $ 268,362 ASG 223,567 244,789 223,971 Elimination of intercompany sales (2,031 ) (2,990 ) (2,576 ) Consolidated total $ 554,025 $ 610,373 $ 489,757 Operating income: RDS $ 1,615 $ 17,544 $ 14,252 ASG 19,173 19,860 11,925 Elimination of intercompany activity (23 ) 96 (46 ) Unallocated corporate operating loss (17,383 ) (18,242 ) (14,034 ) Consolidated total $ 3,382 $ 19,258 $ 12,097 Capital expenditures: RDS $ 2,324 $ 7,155 $ 1,684 ASG 1,104 1,986 6,539 Unallocated corporate capital expenditures 8 28 284 Consolidated total $ 3,436 $ 9,169 $ 8,507 Depreciation and amortization: RDS $ 11,578 $ 12,896 $ 9,634 ASG 11,185 11,159 10,833 Unallocated corporate depreciation and amortization 104 102 20 Consolidated total $ 22,867 $ 24,157 $ 20,487 As of December 31, (in thousands) 2020 2019 Goodwill: RDS $ 54,225 $ 54,225 ASG 45,564 45,564 Consolidated total $ 99,789 $ 99,789 Other intangible assets, net: RDS $ 38,764 $ 44,509 ASG 39,250 46,239 Consolidated total $ 78,014 $ 90,748 Total assets: RDS $ 193,488 $ 182,754 ASG 198,341 217,655 Consolidation entries 40 36 Unallocated assets, including corporate 13,139 19,830 Consolidated total $ 405,008 $ 420,275 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Data [Abstract] | |
Summary of Selected Quarterly Financial Information | Selected summarized quarterly financial information is as follows for the periods presented: (In thousands, except per share data) Quarter Ended Fiscal 2020 December 31 September 30 June 30 March 31 Total revenue, net $ 144,155 $ 150,050 $ 125,442 $ 134,378 Gross profit 35,225 38,590 30,700 30,694 Income (loss) from operations 248 5,144 (37 ) (1,973 ) Net income (loss) (3,203 ) 531 (3,179 ) (4,002 ) Basic EPS $ (0.13 ) $ 0.02 $ (0.13 ) $ (0.16 ) Diluted EPS $ (0.13 ) $ 0.02 $ (0.13 ) $ (0.16 ) Fiscal 2019 (a) Total revenue, net $ 155,242 $ 159,395 $ 158,342 $ 136,920 Gross profit 38,770 42,338 44,168 38,733 Income from operations 2,952 6,209 6,750 3,266 Net income 3,177 2,458 1,162 127 Basic EPS $ 0.13 $ 0.10 $ 0.05 $ 0.00 Diluted EPS $ 0.13 $ 0.10 $ 0.05 $ 0.00 (a) The 2019 quarterly results presented will not sum to 2019 annual results due to the adoption of ASU 2014-19 during the quarter ended December 31, 2019. The quarters in 2019 are presented under the previous standard, ASC Topic 605. |
Organization and Business Des_2
Organization and Business Description - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 29, 2017 | Feb. 28, 2017 | Jun. 30, 2015 |
Organization and Business Description [Line Items] | ||||||||
Gross proceeds from issuance common stock | $ 553 | |||||||
Payment of lending related fees | $ 2,230 | $ 958 | ||||||
November 2017 Private Offering and Private Placement | RDS and ASG | ||||||||
Organization and Business Description [Line Items] | ||||||||
Purchase amount of equity interests | $ 62,700 | |||||||
Repayment of outstanding indebtedness | 112,800 | |||||||
Payment of lending related fees | $ 300 | |||||||
Class B | ||||||||
Organization and Business Description [Line Items] | ||||||||
Number of shares of common stock issued and sold to new investors | 39,645 | |||||||
Class A | ||||||||
Organization and Business Description [Line Items] | ||||||||
Common stock, par value | $ 0.01 | $ 0.01 | ||||||
Number of shares of common stock issued and sold to new investors | 117,345 | 752 | ||||||
November 2017 Restructuring Transactions | Class B | ||||||||
Organization and Business Description [Line Items] | ||||||||
Common stock, par value | $ 0.01 | |||||||
November 2017 Restructuring Transactions | Class B | November 2017 Private Offering and Private Placement | ||||||||
Organization and Business Description [Line Items] | ||||||||
Common stock repurchased, shares | 3,000,000 | |||||||
November 2017 Restructuring Transactions | Class B | Affiliates of Trive Capital | November 2017 Private Offering and Private Placement | ||||||||
Organization and Business Description [Line Items] | ||||||||
Common stock repurchased, shares | 2,379,486 | |||||||
Common stock repurchased, value | $ 26,600 | |||||||
November 2017 Restructuring Transactions | Class A | November 2017 Private Offering and Private Placement | ||||||||
Organization and Business Description [Line Items] | ||||||||
Common stock, par value | $ 0.01 | |||||||
Number of shares of common stock issued and sold to new investors | 18,750,000 | 3,000,000 | ||||||
Public offering price per share | $ 12 | $ 12 | ||||||
Gross proceeds from issuance common stock | $ 225,000 | $ 36,000 | ||||||
Greencraft Holdings, LLC. | ||||||||
Organization and Business Description [Line Items] | ||||||||
Equity interests acquired | 100.00% | |||||||
T.A.C. Ceramic Tile Co. | ||||||||
Organization and Business Description [Line Items] | ||||||||
Equity interests acquired | 100.00% | |||||||
Architectural Granite and Marble, LLC | ||||||||
Organization and Business Description [Line Items] | ||||||||
Equity interests acquired | 100.00% | |||||||
Pental Granite and Marble, LLC | ||||||||
Organization and Business Description [Line Items] | ||||||||
Equity interests acquired | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2020USD ($)Segmentshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Mar. 31, 2019USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Restricted cash | $ 0 | $ 0 | ||
Adjustment (decreasing) increasing the fair value of earn-out other (income) expense | (6,029,000) | $ 2,109,000 | ||
Fair value transfers between levels | 0 | 0 | ||
Allowance for doubtful accounts | 489,000 | 849,000 | ||
Impairment losses on long-lived assets | 0 | 0 | ||
Impairment charges on goodwill | 0 | 0 | ||
Advertising expense | $ 600,000 | 1,200,000 | $ 2,500,000 | |
Combined interest and penalties accrued | 400,000 | |||
Number of operating segments | Segment | 2 | |||
Estimated adjustment to opening retained earnings as result of implementation of ASU | $ (9,834,000) | 19,000 | ||
Cumulative Effect Period of Adoption Adjustment | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated adjustment to opening retained earnings as result of implementation of ASU | 1,200,000 | |||
Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Combined interest and penalties accrued | $ 100,000 | |||
Corporate, Administrative, Retail and Manufacturing Facilities | Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Operating lease expiration year | 2021 | |||
Corporate, Administrative, Retail and Manufacturing Facilities | Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Operating lease expiration year | 2029 | |||
Office Equipment | Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Operating lease expiration year | 2021 | |||
Office Equipment | Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Operating lease expiration year | 2025 | |||
Summit Stoneworks, LLC | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Adjustment (decreasing) increasing the fair value of earn-out other (income) expense | 1,900,000 | |||
Summit Stoneworks, LLC | Level 3 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Earn-out liability with a fair value | 0 | |||
T.A.C. Ceramic Tile Co. | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Adjustment (decreasing) increasing the fair value of earn-out other (income) expense | 2,300,000 | |||
T.A.C. Ceramic Tile Co. | Level 3 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Earn-out liability with a fair value | 0 | |||
Intown Design Inc. | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Earn-out liability with a fair value | $ 2,000,000 | |||
Adjustment (decreasing) increasing the fair value of earn-out other (income) expense | 2,000,000 | |||
Intown Design Inc. | Level 3 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Earn-out liability with a fair value | $ 0 | |||
Restricted Stock | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | shares | 2,797,419 | 825,976 | ||
Class B | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Common stock, shares outstanding | shares | 0 | |||
Class A | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Common stock, shares outstanding | shares | 25,449,025 | 25,106,402 | ||
Number of securities called by each shares | shares | 1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Computation of Basic and Diluted Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||
Net income (loss) | $ (9,853) | $ 6,984 | $ (2,475) |
Weighted average shares of common stock outstanding: | |||
Basic common stock | 25,337,249 | 25,296,955 | 25,634,342 |
Diluted common stock | 25,337,249 | 25,431,677 | 25,634,342 |
Income (loss) per basic and diluted share of common stock | |||
Basic common stock | $ (0.39) | $ 0.28 | $ (0.10) |
Diluted common stock | $ (0.39) | $ 0.27 | $ (0.10) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Machinery and Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Machinery and Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 7 years |
Vehicles | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Vehicles | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Furniture and Fixtures | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Furniture and Fixtures | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 7 years |
Computer and Office Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Computer and Office Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment, description | Shorter of 15 years or the remaining lease term |
Leasehold Improvements | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 15 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives Definite Lived Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2020 | |
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 | 2 years |
Customer Relationships | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Range of estimated useful lives | 15 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 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | |
Disaggregation Of Revenue [Line Items] | |||
Retained earnings (accumulated deficit) | $ (9,834) | $ 19 | |
Contract assets | 12,800 | 5,700 | |
Customer deposits | 8,144 | 8,627 | |
Revenue remaining performance obligation | $ 3,200 | $ 4,500 | |
Multi-family or Commercial Arrangements | Revenue Benchmark | Product Concentration Risk | |||
Disaggregation Of Revenue [Line Items] | |||
Concentration risk, percentage | 4.50% | 2.80% | |
ASU 2014-09 | Adjustments due to 606 Adoption | |||
Disaggregation Of Revenue [Line Items] | |||
Retained earnings (accumulated deficit) | $ 1,200 |
Revenue - Summary of Impact of
Revenue - Summary of Impact of Topic 606 on Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Revenue, net | $ 554,025 | $ 610,373 | $ 489,757 |
Cost of revenue | 418,816 | 446,299 | 356,303 |
Selling, general and administrative expenses | 131,827 | 144,816 | 121,357 |
Provision for income taxes | (2,974) | 1,521 | 989 |
Net income (loss) | $ (9,853) | 6,984 | $ (2,475) |
ASU 2014-09 | Balances Without Adoption | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Revenue, net | 609,899 | ||
Cost of revenue | 445,890 | ||
Selling, general and administrative expenses | 144,832 | ||
Provision for income taxes | 1,500 | ||
Net income (loss) | 6,924 | ||
ASU 2014-09 | Impact of Adoption | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Revenue, net | 474 | ||
Cost of revenue | 409 | ||
Selling, general and administrative expenses | (16) | ||
Provision for income taxes | 21 | ||
Net income (loss) | $ 60 |
Revenue - Additional Informat_2
Revenue - Additional Information 1 (Details) | Dec. 31, 2020 | Dec. 31, 2019 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue remaining performance obligation, expected timing of satisfaction, period | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue remaining performance obligation, expected timing of satisfaction, period | 12 months |
Revenue - Summary of Net Revenu
Revenue - Summary of Net Revenue Disaggregated by Geographical Area and Product Category (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | |||
Revenue, net | $ 554,025 | $ 610,373 | $ 489,757 |
Residential Design Services | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue, net | $ 332,489 | $ 368,574 | |
Residential Design Services | Revenue Benchmark | Geographic Concentration Risk | |||
Disaggregation Of Revenue [Line Items] | |||
Concentration risk, percentage | 100.00% | 100.00% | |
Residential Design Services | East | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue, net | $ 77,889 | $ 93,274 | |
Residential Design Services | East | Revenue Benchmark | Geographic Concentration Risk | |||
Disaggregation Of Revenue [Line Items] | |||
Concentration risk, percentage | 24.00% | 25.00% | |
Residential Design Services | Central | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue, net | $ 20,500 | $ 17,100 | |
Residential Design Services | Central | Revenue Benchmark | Geographic Concentration Risk | |||
Disaggregation Of Revenue [Line Items] | |||
Concentration risk, percentage | 6.00% | 5.00% | |
Residential Design Services | West | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue, net | $ 234,100 | $ 258,200 | |
Residential Design Services | West | Revenue Benchmark | Geographic Concentration Risk | |||
Disaggregation Of Revenue [Line Items] | |||
Concentration risk, percentage | 70.00% | 70.00% | |
Architectural Surfaces Group | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue, net | $ 223,567 | $ 244,789 | |
Architectural Surfaces Group | Stone | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue, net | 67,225 | 75,511 | |
Architectural Surfaces Group | Quartz | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue, net | 134,797 | 138,500 | |
Architectural Surfaces Group | Tile | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue, net | 13,936 | 20,211 | |
Architectural Surfaces Group | Other | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue, net | $ 7,609 | $ 10,567 | |
Architectural Surfaces Group | Revenue Benchmark | Product Concentration Risk | |||
Disaggregation Of Revenue [Line Items] | |||
Concentration risk, percentage | 100.00% | 100.00% | |
Architectural Surfaces Group | Revenue Benchmark | Product Concentration Risk | Stone | |||
Disaggregation Of Revenue [Line Items] | |||
Concentration risk, percentage | 30.00% | 31.00% | |
Architectural Surfaces Group | Revenue Benchmark | Product Concentration Risk | Quartz | |||
Disaggregation Of Revenue [Line Items] | |||
Concentration risk, percentage | 60.00% | 57.00% | |
Architectural Surfaces Group | Revenue Benchmark | Product Concentration Risk | Tile | |||
Disaggregation Of Revenue [Line Items] | |||
Concentration risk, percentage | 6.00% | 8.00% | |
Architectural Surfaces Group | Revenue Benchmark | Product Concentration Risk | Other | |||
Disaggregation Of Revenue [Line Items] | |||
Concentration risk, percentage | 4.00% | 4.00% |
Concentrations, Risks and Unc_2
Concentrations, Risks and Uncertainties - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)Customer | Dec. 31, 2019Customer | Dec. 31, 2018Customer | |
Concentration Risk [Line Items] | |||
Accounts are insured by the Federal Deposit Insurance Corporation | $ | $ 250 | ||
Revenues | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Number of customers | 0 | 0 | 1 |
Concentration of risk, percentage | 10.00% | 10.00% | 11.40% |
Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Number of customers | 0 | 0 | |
Concentration of risk, percentage | 10.00% | 10.00% |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | Mar. 01, 2019 | Dec. 31, 2018 | Aug. 22, 2018 | Mar. 19, 2018 | Jan. 31, 2018 | Jun. 30, 2019 | Aug. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 |
Business Acquisition [Line Items] | |||||||||||||||
Adjustment (decreasing) increasing the fair value of earn-out other (income) expense | $ (6,029,000) | $ 2,109,000 | |||||||||||||
Net income (loss) | $ (9,853,000) | 6,984,000 | (2,475,000) | ||||||||||||
Interest and penalties included in other long-term liabilities | $ 900,000 | $ 900,000 | 900,000 | 900,000 | |||||||||||
Intown Design Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash consideration | $ 10,700,000 | ||||||||||||||
Accrued liability recorded | 2,010,000 | $ 800,000 | |||||||||||||
Contingent earn-out consideration preliminary estimated purchase purchase | $ 2,000,000 | ||||||||||||||
Payments for earn out | 0 | ||||||||||||||
Adjustment (decreasing) increasing the fair value of earn-out other (income) expense | 2,000,000 | ||||||||||||||
Goodwill deductible for tax purposes | 100,000 | ||||||||||||||
Direct acquisition costs | 400,000 | ||||||||||||||
Purchase price, inventory | 1,155,000 | ||||||||||||||
Net revenue | 17,800,000 | 20,200,000 | |||||||||||||
Net income (loss) | 2,200,000 | $ 200,000 | |||||||||||||
Pro forma adjustments, general and administrative expense | 100,000 | 700,000 | |||||||||||||
Pro forma adjustments, accrued interest expense | 200,000 | 1,100,000 | |||||||||||||
Purchase consideration | 11,537,000 | ||||||||||||||
Earn-out with a fair value | $ 2,000,000 | ||||||||||||||
Reduction in fair value of inventory and fixed assets | $ 13,647,000 | ||||||||||||||
Intown Design Inc. | Purchase Price Adjustment | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Purchase price, inventory | (800,000) | (800,000) | (800,000) | ||||||||||||
Increase in value of goodwill | 800,000 | ||||||||||||||
Elegant Home Design, LLC | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash consideration | $ 11,500,000 | ||||||||||||||
Accrued liability recorded | 1,000,000 | ||||||||||||||
Contingent earn-out consideration preliminary estimated purchase purchase | $ 0 | 3,000,000 | $ 0 | $ 0 | 0 | ||||||||||
Direct acquisition costs | 100,000 | ||||||||||||||
Purchase price, inventory | 13,425,000 | ||||||||||||||
Net revenue | 27,700,000 | ||||||||||||||
Net income (loss) | 1,900,000 | ||||||||||||||
Pro forma adjustments, general and administrative expense | 20,000 | ||||||||||||||
Pro forma adjustments, accrued interest expense | 50,000 | ||||||||||||||
Purchase consideration | 12,500,000 | ||||||||||||||
Outstanding balance remaining paid in cash to sellers | 1,000,000 | ||||||||||||||
Earn-out with a fair value | 0 | 3,000,000 | 0 | 0 | 0 | ||||||||||
Compensation expense associated with provision | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
Reduction in fair value of inventory and fixed assets | 18,451,000 | ||||||||||||||
Elegant Home Design, LLC | ASG term loans | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Line of credit , additional borrowings | $ 6,250,000 | ||||||||||||||
NSI, LLC | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Direct acquisition costs | $ 0 | ||||||||||||||
Purchase price, inventory | 689,000 | ||||||||||||||
Purchase consideration | 300,000 | ||||||||||||||
Reduction in fair value of inventory and fixed assets | $ 1,330,000 | ||||||||||||||
Tuscany Collection, LLC | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Goodwill deductible for tax purposes | $ 1,100,000 | ||||||||||||||
Direct acquisition costs | 100,000 | ||||||||||||||
Purchase price, inventory | 2,258,000 | ||||||||||||||
Purchase consideration | 4,200,000 | ||||||||||||||
Reduction in fair value of inventory and fixed assets | $ 6,352,000 | ||||||||||||||
Summit Stoneworks, LLC | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Accrued liability recorded | $ 1,851,000 | 0 | 1,900,000 | ||||||||||||
Payments for earn out | 0 | ||||||||||||||
Adjustment (decreasing) increasing the fair value of earn-out other (income) expense | 1,900,000 | ||||||||||||||
Direct acquisition costs | 300,000 | ||||||||||||||
Purchase price, inventory | 1,059,000 | ||||||||||||||
Net revenue | 5,800,000 | ||||||||||||||
Net income (loss) | 400,000 | ||||||||||||||
Pro forma adjustments, general and administrative expense | 800,000 | ||||||||||||||
Pro forma adjustments, accrued interest expense | 600,000 | ||||||||||||||
Purchase consideration | 16,000,000 | ||||||||||||||
Goodwill deductible for tax purposes | 6,400,000 | 6,400,000 | 6,400,000 | 6,400,000 | |||||||||||
Reduction in fair value of inventory and fixed assets | 19,948,000 | ||||||||||||||
Summit Stoneworks, LLC | Maximum | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Potential earn-out consideration | $ 3,500,000 | ||||||||||||||
T.A.C. Ceramic Tile Co. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash consideration | 41,200,000 | ||||||||||||||
Accrued liability recorded | 2,265,000 | 0 | |||||||||||||
Payments for earn out | 0 | ||||||||||||||
Adjustment (decreasing) increasing the fair value of earn-out other (income) expense | 2,300,000 | ||||||||||||||
Direct acquisition costs | 700,000 | 700,000 | 700,000 | 700,000 | |||||||||||
Purchase price, inventory | 4,093,000 | $ 4,093,000 | $ 4,093,000 | 4,093,000 | |||||||||||
Increase in value of goodwill | 498,000 | ||||||||||||||
Net revenue | 0 | ||||||||||||||
Net income (loss) | 0 | ||||||||||||||
Pro forma adjustments, general and administrative expense | 1,800,000 | ||||||||||||||
Pro forma adjustments, accrued interest expense | $ 600,000 | ||||||||||||||
Purchase consideration | $ 41,210,000 | ||||||||||||||
Equity interests acquired | 100.00% | 100.00% | 100.00% | 100.00% | |||||||||||
Deferred issuance costs incurred were capitalized | $ 400,000 | ||||||||||||||
Reduction in fair value of inventory and fixed assets | $ 56,336,000 | $ 56,336,000 | $ 56,336,000 | 56,336,000 | |||||||||||
Estimated uncertain tax position included in other long-term liabilities | 4,400,000 | ||||||||||||||
Interest and penalties included in other long-term liabilities | $ 500,000 | $ 500,000 | $ 500,000 | 500,000 | |||||||||||
Pro forma adjustments, general and administrative expense | $ 4,400,000 | ||||||||||||||
T.A.C. Ceramic Tile Co. | Purchase Price Adjustment | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Increase in value of goodwill | 500,000 | ||||||||||||||
T.A.C. Ceramic Tile Co. | Purchase Price Adjustment | Inventory and Fixed Assets | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Reduction in fair value of inventory and fixed assets | $ (500,000) | $ (500,000) | $ (500,000) |
Acquisitions - Summary of Total
Acquisitions - Summary of Total Purchase Price (Details) - USD ($) | Mar. 01, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Aug. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Intown Design Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 11,537,000 | |||||
Fair value of earn-out | 2,010,000 | $ 800,000 | ||||
Total purchase price | $ 13,547,000 | |||||
Summit Stoneworks, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 16,000,000 | |||||
Fair value of earn-out | 1,851,000 | $ 0 | $ 1,900,000 | |||
Total purchase price | $ 17,851,000 | |||||
T.A.C. Ceramic Tile Co. | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 41,210,000 | |||||
Fair value of earn-out | 2,265,000 | $ 0 | ||||
Total purchase price | $ 43,475,000 |
Acquisitions - Summary of Estim
Acquisitions - Summary of Estimated Purchase Price Allocation of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 01, 2019 | Dec. 31, 2018 | Aug. 31, 2018 | Aug. 22, 2018 | Mar. 19, 2018 | Jan. 31, 2018 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 99,789 | $ 99,789 | $ 94,593 | |||||
Intown Design Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Accounts receivable | $ 1,392 | |||||||
Inventory | 1,155 | |||||||
Property and equipment | 1,092 | |||||||
Goodwill | 4,698 | |||||||
Other intangible assets | 5,310 | |||||||
Total assets acquired | 13,647 | |||||||
Total liabilities | 100 | |||||||
Total consideration | $ 13,547 | |||||||
Elegant Home Design, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Accounts receivable | $ 2,543 | |||||||
Inventory | 13,425 | |||||||
Other current assets | 163 | |||||||
Property and equipment | 374 | |||||||
Goodwill | 381 | |||||||
Other intangible assets | 1,505 | |||||||
Other assets | 60 | |||||||
Total assets acquired | 18,451 | |||||||
Total liabilities | 5,959 | |||||||
Total consideration | $ 12,492 | |||||||
NSI, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Accounts receivable | $ 251 | |||||||
Inventory | 689 | |||||||
Goodwill | 390 | |||||||
Total assets acquired | 1,330 | |||||||
Total liabilities | 1,040 | |||||||
Total consideration | $ 290 | |||||||
Tuscany Collection, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Accounts receivable | $ 167 | |||||||
Inventory | 2,258 | |||||||
Other current assets | 161 | |||||||
Goodwill | 1,081 | |||||||
Other intangible assets | 2,685 | |||||||
Total assets acquired | 6,352 | |||||||
Total liabilities | 2,200 | |||||||
Total consideration | $ 4,152 | |||||||
Summit Stoneworks, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Accounts receivable | $ 1,249 | |||||||
Inventory | 1,059 | |||||||
Property and equipment | 1,042 | |||||||
Goodwill | 8,304 | |||||||
Other intangible assets | 8,280 | |||||||
Other assets | 14 | |||||||
Total assets acquired | 19,948 | |||||||
Total liabilities | 2,097 | |||||||
Total consideration | $ 17,851 | |||||||
T.A.C. Ceramic Tile Co. | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | 1,217 | |||||||
Accounts receivable | 6,966 | |||||||
Inventory | 4,093 | |||||||
Other current assets | 87 | |||||||
Property and equipment | 943 | |||||||
Goodwill | 18,292 | |||||||
Other intangible assets | 19,865 | |||||||
Other assets | 4,873 | |||||||
Total assets acquired | 56,336 | |||||||
Current liabilities | 1,895 | |||||||
Deferred income taxes | 6,099 | |||||||
Other long-term liabilities | 4,867 | |||||||
Total liabilities | 12,861 | |||||||
Total consideration | $ 43,475 |
Acquisitions - Pro Forma Result
Acquisitions - Pro Forma Results of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Intown Design Inc. | ||
Pro Forma: | ||
Total revenue, net | $ 613,225 | $ 510,465 |
Net income (loss) | $ 6,787 | (1,736) |
Elegant Home Design, LLC | ||
Pro Forma: | ||
Total revenue, net | 491,984 | |
Net income (loss) | (2,445) | |
Summit Stoneworks, LLC | ||
Pro Forma: | ||
Total revenue, net | 500,785 | |
Net income (loss) | (3,954) | |
T.A.C. Ceramic Tile Co. | ||
Pro Forma: | ||
Total revenue, net | 562,219 | |
Net income (loss) | $ (2,793) |
Inventories - Summary of Signif
Inventories - Summary of Significant Components of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 97,988 | $ 102,438 |
Installations in process | 994 | 2,303 |
Inventories | $ 98,982 | $ 104,741 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 51,443 | $ 47,514 |
Less: accumulated depreciation and amortization | (30,387) | (21,020) |
Property and equipment, net | 21,056 | 26,494 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 10,948 | 10,759 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 9,588 | 9,672 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 9,040 | 8,962 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 8,031 | 6,906 |
Computer Equipment and Internal-Use Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 11,879 | 10,167 |
Other | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1,957 | $ 1,048 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization expense | $ 10.1 | $ 8.4 | $ 6.6 |
Cost of Goods Sold | |||
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization expense | 4.2 | 3.7 | 3.7 |
General and Administrative Expense | |||
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization expense | $ 5.9 | $ 4.7 | $ 2.9 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill [Line Items] | |
Goodwill, beginning balance | $ 94,593 |
Goodwill, ending balance | 99,789 |
Intown Acquisition | |
Goodwill [Line Items] | |
Acquisition | 4,698 |
TAC | |
Goodwill [Line Items] | |
Measurement period adjustment to goodwill | 498 |
ASG | |
Goodwill [Line Items] | |
Goodwill, beginning balance | 45,564 |
Goodwill, ending balance | 45,564 |
RDS | |
Goodwill [Line Items] | |
Goodwill, beginning balance | 49,029 |
Goodwill, ending balance | 54,225 |
RDS | Intown Acquisition | |
Goodwill [Line Items] | |
Acquisition | 4,698 |
RDS | TAC | |
Goodwill [Line Items] | |
Measurement period adjustment to goodwill | $ 498 |
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 | Dec. 31, 2020 | Dec. 31, 2019 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 146,470 | $ 146,470 |
Accumulated Amortization | (68,456) | (55,722) |
Net Book Value | 78,014 | 90,748 |
ASG | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 67,970 | 67,970 |
Accumulated Amortization | (28,720) | (21,731) |
Net Book Value | 39,250 | 46,239 |
RDS | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 78,500 | 78,500 |
Accumulated Amortization | (39,736) | (33,991) |
Net Book Value | 38,764 | 44,509 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 120,240 | 120,240 |
Accumulated Amortization | (57,540) | (48,251) |
Net Book Value | 62,700 | 71,989 |
Customer Relationships | ASG | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 60,180 | 60,180 |
Accumulated Amortization | (25,548) | (19,410) |
Net Book Value | 34,632 | 40,770 |
Customer Relationships | RDS | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 60,060 | 60,060 |
Accumulated Amortization | (31,992) | (28,841) |
Net Book Value | 28,068 | 31,219 |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 25,830 | 25,830 |
Accumulated Amortization | (10,661) | (7,313) |
Net Book Value | 15,169 | 18,517 |
Trade Names | ASG | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,740 | 7,740 |
Accumulated Amortization | (3,139) | (2,300) |
Net Book Value | 4,601 | 5,440 |
Trade Names | RDS | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 18,090 | 18,090 |
Accumulated Amortization | (7,522) | (5,013) |
Net Book Value | 10,568 | 13,077 |
Non-compete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 400 | 400 |
Accumulated Amortization | (255) | (158) |
Net Book Value | 145 | 242 |
Non-compete Agreements | ASG | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 50 | 50 |
Accumulated Amortization | (33) | (21) |
Net Book Value | 17 | 29 |
Non-compete Agreements | RDS | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 350 | 350 |
Accumulated Amortization | (222) | (137) |
Net Book Value | $ 128 | $ 213 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Amortization expense on intangible assets | $ 12.7 | $ 15.8 | $ 13.9 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2021 | $ 12,603 | |
2022 | 12,401 | |
2023 | 12,038 | |
2024 | 10,313 | |
2025 | 9,580 | |
Thereafter | 21,079 | |
Amortization expense | $ 78,014 | $ 90,748 |
Lines of Credit - Additional In
Lines of Credit - Additional Information (Details) - SIC Line Of Credit - USD ($) | Jun. 28, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 19, 2019 |
Line Of Credit Facility [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 90,000,000 | $ 100,000,000 | |||
Letter of credit facility maximum aggregate stated amount | $ 15,000,000 | ||||
Increase in floating interest rate, basis points | 2.00% | ||||
Description of debt instrument variable rate basis | LIBOR based rate or an index based on a Prime, Federal Funds or LIBOR based rate) plus an applicable margin. The applicable margin is determined quarterly based on the borrowers’ average daily availability (calculated by reference to their accounts receivable and inventory that comprise their borrowing base) during the immediately preceding fiscal quarter. | ||||
Line of credit maturity date | Jun. 28, 2023 | ||||
Weighted average interest rate | 2.70% | ||||
Line of credit, outstanding amount | $ 9,900,000 | ||||
Amount of outstanding letters of credit | 600,000 | ||||
Debt issuance costs | 500,000 | ||||
Non-cash interest expense | 100,000 | $ 100,000 | $ 50,000 | ||
Unamortized debt issuance costs related to the RDS and ASG credit agreement | $ 200,000 | $ 300,000 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 152,914 | $ 154,666 |
Unamortized debt issuance costs | (2,765) | (1,618) |
Total long-term debt | 150,149 | 153,048 |
Current portion of long-term debt, net of financing fees | 15,623 | 11,749 |
Long-term debt, net of current portion and financing fees | 134,526 | 141,299 |
RDS equipment and vehicle notes | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 141 | 489 |
ASG term loans | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 152,773 | 154,177 |
Unamortized debt issuance costs | $ (2,800) | $ (1,600) |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | Sep. 01, 2019 | Aug. 19, 2019 | Mar. 31, 2021 | Dec. 31, 2015 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 08, 2020 | Mar. 01, 2019 | Aug. 31, 2018 | Feb. 28, 2017 |
Debt Instrument [Line Items] | |||||||||||
Outstanding balance | $ 152,914,000 | $ 154,666,000 | |||||||||
Outstanding on loan | 150,149,000 | 153,048,000 | |||||||||
Unamortized debt issuance costs | 2,765,000 | 1,618,000 | |||||||||
RDS equipment and vehicle notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding balance | $ 141,000 | 489,000 | |||||||||
Debt instrument, maturity date | May 31, 2023 | ||||||||||
Debt Instrument, Aggregate Monthly payment | $ 10,000 | $ 30,000 | |||||||||
Debt, Weighted Average Interest Rate | 5.30% | 5.12% | |||||||||
RDS equipment and vehicle notes | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Ranged | 0.00% | 0.00% | |||||||||
RDS equipment and vehicle notes | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Ranged | 8.85% | 8.85% | |||||||||
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 | $ 400,000 | ||||||||||
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 | $ 152,800,000 | 153,800,000 | $ 11,500,000 | ||||||||
Line of credit facility, maximum borrowing capacity | $ 174,200,000 | $ 101,400,000 | $ 105,000,000 | ||||||||
Percentage of pre prepayment premium with respect to an optional prepayment of the term loans | 1.50% | ||||||||||
Interest rate assessed | 7.50% | ||||||||||
Percentage of net proceeds of asset disposition | 100.00% | ||||||||||
Percentage of insurance or condemnation awards | 100.00% | ||||||||||
Percentage of net proceeds of equity issuances | 100.00% | ||||||||||
Percentage of net proceeds of issuance of indebtedness | 100.00% | ||||||||||
Percentage of net cash proceeds received outside the ordinary course of business | 100.00% | ||||||||||
February 2017, ASG financing agreement | Current portion of long-term debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Estimated prepayment amount due | $ 15,700,000 | ||||||||||
February 2017, ASG financing agreement | Prime Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, interest rate | 3.50% | ||||||||||
February 2017, ASG financing agreement | Leverage Ratio Greater Than 2.40 | Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument margin basis point | 4.75% | ||||||||||
February 2017, ASG financing agreement | Leverage Ratio Greater Than 2.40 | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument margin basis point | 6.75% | ||||||||||
February 2017, ASG financing agreement | Leverage Ratio Less Than 2.40 | Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument margin basis point | 4.25% | ||||||||||
February 2017, ASG financing agreement | Leverage Ratio Less Than 2.40 | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument margin basis point | 6.25% | ||||||||||
February 2017, ASG financing agreement | Leverage Ratio Greater Than 3.25 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of excess cash flow | 75.00% | ||||||||||
February 2017, ASG financing agreement | Leverage Ratio Less Than 3.25 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of excess cash flow | 50.00% | ||||||||||
February 2017, ASG financing agreement | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Net proceeds of asset disposition | $ 750,000 | ||||||||||
Gain (loss) on condemnation | $ 2,500,000 | ||||||||||
February 2017, ASG financing agreement | Minimum | Leverage Ratio Greater Than 2.40 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument leverage ratio | 2.40% | ||||||||||
February 2017, ASG financing agreement | Minimum | Leverage Ratio Greater Than 3.25 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument leverage ratio | 3.25% | ||||||||||
February 2017, ASG financing agreement | Maximum | Leverage Ratio Less Than 2.40 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument leverage ratio | 2.40% | ||||||||||
February 2017, ASG financing agreement | Maximum | Leverage Ratio Less Than 3.25 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument leverage ratio | 3.25% | ||||||||||
ASG term loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding balance | $ 152,773,000 | 154,177,000 | |||||||||
Non-cash interest expense | 1,100,000 | 500,000 | $ 500,000 | ||||||||
Unamortized debt issuance costs | $ 2,800,000 | $ 1,600,000 | |||||||||
ASG term loans | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Financial covenant availability | $ 35,000,000 | ||||||||||
ASG term loans | Minimum | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument leverage ratio | 3.75% | ||||||||||
ASG term loans | Maximum | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument leverage ratio | 4.00% |
Long-Term Debt - Schedule of Fu
Long-Term Debt - Schedule of Future Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
2021 | $ 16,902 | |
2022 | 1,040 | |
2023 | 134,972 | |
Total Long-term Debt | 152,914 | $ 154,666 |
Unamortized balance remaining of financing fees | (2,765) | |
Total long-term debt | 150,149 | 153,048 |
Current portion of long-term debt net of financing fees | (15,623) | |
Long term debt net of financing fees | $ 134,526 | $ 141,299 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2020USD ($)FacilityStateContainer | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Lessor Lease Description [Line Items] | |||
Acquisition cost included in PP&E related to capital leases | $ 21,056,000 | $ 26,494,000 | |
Accumulated amortization related to capital leases | 30,387,000 | 21,020,000 | |
Assets that were sold and subsequently leased back | 3,100,000 | 3,100,000 | |
Sale-leaseback accounting sale recognized | $ 0 | ||
Long-term non-cancelable operating lease agreements expiration month and year | 2022-10 | ||
Aggregate deferred rent | $ 1,900,000 | 2,200,000 | |
Aggregate rent expense | 19,600,000 | 19,100,000 | $ 14,300,000 |
Aggregate general liability | 2,000,000 | ||
General liability retention limit per occurrence | 1,000,000 | ||
2021 | 84,500,000 | ||
Minimum | |||
Lessor Lease Description [Line Items] | |||
Self insurance retention | 10,000 | ||
Maximum | |||
Lessor Lease Description [Line Items] | |||
Self insurance retention | 20,000 | ||
Residential Design Services | |||
Lessor Lease Description [Line Items] | |||
2020 | 2,000,000 | ||
2021 | $ 2,000,000 | ||
Finance penalties for not meeting minimum purchase commitment requirements | 15.00% | ||
Architectural Surfaces Group | |||
Lessor Lease Description [Line Items] | |||
Long-term non-cancelable operating lease agreements expiration month and year | 2029-12 | ||
Number of facility leases | Facility | 1 | ||
Minimum purchase volume per quarter during 2021 | Container | 645 | ||
Minimum purchase volume per quarter during 2025 | Container | 1,332 | ||
Minimum purchase volume commitment percentage for two consecutive quarters | 80.00% | ||
Minimum purchase volume commitment percentage for calendar year | 90.00% | ||
Financial penalties if commitments are not met | $ 0 | ||
Minimum purchase volume threshold percentage not met | 80.00% | ||
Notice period given by supplier to terminate exclusivity arrangement | 60 days | ||
Architectural Surfaces Group | Pental Granite and Marble, LLC | United States | |||
Lessor Lease Description [Line Items] | |||
Number of states exclusive distribution rights | State | 23 | ||
Vehicles and Equipment | |||
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 capital leases | $ 12,300,000 | 11,200,000 | |
Accumulated amortization related to capital leases | 3,700,000 | 1,600,000 | |
Amortization expense of capital leases | $ 2,100,000 | $ 500,000 | $ 1,100,000 |
Corporate, Administrative, Fabrication and Warehousing Facilities | Company Shareholder | Residential Design Services | |||
Lessor Lease Description [Line Items] | |||
Long-term non-cancelable operating lease agreements expiration month and year | 2025-01 | ||
Number of facility leases | Facility | 3 | ||
Corporate, Administrative, Fabrication and Warehousing Facilities | Current Employees or Contractors | Residential Design Services | |||
Lessor Lease Description [Line Items] | |||
Number of facility leases | Facility | 5 | ||
Office Equipment and Vehicles | Residential Design Services | |||
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 - Aggregate Future Minimum Payments Under Capital Leases and Noncancelable Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Commitments And Contingencies Disclosure [Abstract] | ||
2021 | $ 3,042 | |
2022 | 2,611 | |
2023 | 1,374 | |
2024 | 962 | |
2025 | 300 | |
Thereafter | 500 | |
Total minimum lease payments | 8,789 | |
Less: amount representing interest | (854) | |
Present value of net minimum lease payments | 7,935 | |
Less: current maturities of capital lease obligations | (2,700) | $ (2,395) |
Long-term capital lease obligations | 5,235 | $ 6,907 |
2021 | 2,051 | |
2022 | 1,702 | |
2023 | 986 | |
Total minimum lease payments | 4,739 | |
2021 | 13,393 | |
2022 | 11,587 | |
2023 | 7,957 | |
2024 | 3,905 | |
2025 | 3,033 | |
Thereafter | 3,098 | |
Total minimum lease payments | 42,973 | |
2021 | 18,486 | |
2022 | 15,900 | |
2023 | 10,317 | |
2024 | 4,867 | |
2025 | 3,333 | |
Thereafter | 3,598 | |
Total minimum lease payments | $ 56,501 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Purchases for Maintain Exclusive Rights (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2021 | $ 84,500 |
2022 | 102,186 |
2023 | 121,837 |
2024 | 145,419 |
2025 | 174,502 |
Future minimum purchase | $ 628,444 |
Stock Compensation - Additional
Stock Compensation - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2020shares | Sep. 30, 2020shares | Dec. 31, 2020USD ($)Dayshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Mar. 26, 2019shares | Dec. 31, 2017shares | Nov. 22, 2017shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Recognized tax benefit for stock compensation expense | $ | $ 500,000 | $ 400,000 | $ 1,000,000 | |||||
Inducement Awards | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share based compensation, common stock outstanding | 1,350,000 | |||||||
Restricted Stock Units (RSUs) | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Incentive stock options granted pursuant terms | The performance condition is achievement of a 2021 earnings target and the level of achievement of the earnings target determines the number of shares that will be issued. In the first quarter of 2020, the performance condition for these shares that was deemed probable of vesting as of December 31, 2019, was determined to be no longer probable of vesting. This resulted in a reversal of stock compensation expense of approximately $1.6 million recorded during the three months ended March 31, 2020. In the third quarter of 2020, the majority of these performance awards were cancelled and forfeited. | |||||||
Reversal of stock compensation expense | $ | $ 1,600,000 | |||||||
Dividend yield rate | 0.00% | |||||||
Expected volatility rate, Minimum | 48.06% | |||||||
Expected volatility rate, Maximum | 54.69% | |||||||
Risk free rate, Minimum | 0.18% | |||||||
Risk free rate, Maximum | 0.37% | |||||||
Restricted Stock | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Total remaining stock-based compensation expense for unvested stock | $ | $ 10,300,000 | |||||||
Total remaining stock-based compensation expense for unvested stock, excepted weighted average remaining recognition period | 2 years 10 months 24 days | |||||||
Restricted Stock | Selling, General and Administrative Expenses | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ | $ 2,800,000 | 4,700,000 | 2,500,000 | |||||
Restricted Stock | Directors, Executives and Key Employees | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares of common stock granted | 117,345 | |||||||
Stock-based compensation expense | $ | 900,000 | |||||||
Phantom Stock Outstanding | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ | $ 10,000 | $ 10,000 | $ 10,000 | |||||
The Plans | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock options granted | 0 | |||||||
The Plans | Restricted Stock | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares of common stock granted | 1,347,877 | 1,453,205 | 779,016 | |||||
Nonvested shares outstanding | 1,447,419 | 1,825,123 | 825,976 | 356,368 | ||||
2017 Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Maximum aggregate number of shares issuable | 2,561,463 | |||||||
Share based compensation, common stock outstanding | 1,447,419 | |||||||
Common stock reserved and available for future awards | 318,914 | |||||||
2017 Plan | Restricted Stock | Directors, Executives and Key Employees | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares of common stock granted | 1,347,877 | |||||||
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 | |||||||
Shares of common stock granted | 0 | |||||||
One-time Grant | Time-based Restricted Stock Units | Chief Executive Officer | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares of common stock granted | 500,000 | 175,000 | ||||||
Vesting period | 4 years | |||||||
Vesting period description | The time-based restricted stock units vest in equal annual installments over four years, subject to continued employment with the Company. | |||||||
One-time Grant | Performance-based Restricted Stock Units | Chief Executive Officer | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares of common stock granted | 500,000 | 175,000 | ||||||
Vesting period description | The performance-based restricted stock units contain market conditions based on the closing price of the Company’s common stock exceeding specific price hurdles for 20 consecutive trading days, and subject to continued employment with the Company. | |||||||
Number of consecutive trading days on which performance based units vest | Day | 20 |
Stock Compensation - Summary of
Stock Compensation - Summary of Restricted Stock Activity for the Plans (Details) - The Plans - Restricted Stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Nonvested Shares Outstanding | |||
Nonvested shares, Beginning Balance | 1,825,123 | 825,976 | 356,368 |
Granted | 1,347,877 | 1,453,205 | 779,016 |
Forfeited | (1,255,365) | (197,185) | (281,762) |
Vested | (470,216) | (256,873) | (27,646) |
Nonvested shares, Ending Balance | 1,447,419 | 1,825,123 | 825,976 |
Weighted Average Grant Date Fair Value | |||
Nonvested shares, Beginning Balance | $ 12.75 | $ 11.84 | $ 12 |
Granted | 4.25 | 12.99 | 11.83 |
Forfeited | 11.93 | 12 | 12 |
Vested | 10.64 | 11.79 | 12 |
Nonvested shares, Ending Balance | $ 5.33 | $ 12.75 | $ 11.84 |
Provision for Income Taxes - Co
Provision for Income Taxes - Components of Provision for Income Taxes Reflected on Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||
Federal | $ (4,302) | $ 1,728 | $ 3,604 |
State | (345) | 1,287 | 1,571 |
Total current | (4,647) | 3,015 | 5,175 |
Deferred: | |||
Federal | 671 | 618 | (2,871) |
State | 1,002 | (2,112) | (1,315) |
Total deferred | 1,673 | (1,494) | (4,186) |
Provision (benefit) for income taxes | $ (2,974) | $ 1,521 | $ 989 |
Provision for Income Taxes - Re
Provision for Income Taxes - Reconciliation of Expected Income Tax Expense (Computed by Applying Federal Statutory Income Tax Rate to Income Before Taxes) to Actual Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Income taxes at federal statutory rate | $ (2,694) | $ 1,786 | $ (280) |
State income taxes, net of federal benefit | 387 | (651) | 148 |
Transaction costs | 968 | ||
TAC earn-out | (476) | ||
Equity-based compensation | 134 | ||
Permanent items | 852 | 298 | 294 |
State rate changes | 364 | (293) | (27) |
162(m) limitation | 345 | ||
Other, net | 90 | 378 | (114) |
Uncertain tax position | (1,123) | ||
Rate differential on carryback | (850) | ||
Provision (benefit) for income taxes | $ (2,974) | $ 1,521 | $ 989 |
Provision for Income Taxes - _2
Provision for Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Accrued liabilities | $ 2,627 | $ 1,555 |
State income taxes | 103 | |
Intangible assets | 4,285 | 4,919 |
Net operating loss | 682 | 994 |
Inventory | 3,981 | 4,351 |
Equity-based compensation | 772 | 999 |
Other, net | 555 | 902 |
Interest limitation | 66 | 676 |
Total deferred tax assets | 12,968 | 14,499 |
Deferred tax liabilities | ||
Property and equipment | (3,343) | (2,562) |
Prepaids | (91) | (370) |
ASC 606 method change | (657) | (1,017) |
Total deferred tax liabilities | (4,091) | (3,949) |
Net deferred tax assets | $ 8,877 | $ 10,550 |
Provision for Income Taxes - Ad
Provision for Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Line Items] | ||||
Statutory federal corporate tax rate | 21.00% | |||
Net operating loss carryback | $ 800,000 | |||
Unrecognized tax benefits | 2,906,000 | $ 3,998,000 | $ 4,364,000 | |
Unrecognized tax positions, interest expense recognized | 200,000 | 200,000 | ||
Unrecognized tax positions, penalties recognized | 200,000 | $ 300,000 | ||
Accrued interest or penalties | $ 900,000 | 900,000 | ||
Cumulative change in ownership percentage | 50.00% | |||
Federal | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards | $ 1,900,000 | |||
Federal | Earliest Tax Year | ||||
Income Taxes [Line Items] | ||||
Tax year subject to examinations | 2017 | |||
Federal | Latest Tax Year | ||||
Income Taxes [Line Items] | ||||
Tax year subject to examinations | 2020 | |||
State | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards | $ 4,900,000 | $ 21,900,000 | ||
State | Earliest Tax Year | ||||
Income Taxes [Line Items] | ||||
Tax year subject to examinations | 2016 | |||
State | Latest Tax Year | ||||
Income Taxes [Line Items] | ||||
Tax year subject to examinations | 2020 | |||
Maximum | ||||
Income Taxes [Line Items] | ||||
Statutory federal corporate tax rate | 35.00% | |||
Minimum | State | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards, expiration period | 5 years |
Provision for Income Taxes - _3
Provision for Income Taxes - Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | ||
Unrecognized tax positions, beginning of year | $ 3,998 | $ 4,364 |
Gross increase - prior period tax positions | 298 | |
Gross decrease - prior period tax positions | (395) | |
Expiration of statute of limitations | (1,092) | (269) |
Unrecognized tax positions, end of year | $ 2,906 | $ 3,998 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
401 (k) Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contribution amount | $ 0.6 | $ 1.5 | $ 0.9 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2020USD ($)ExecutiveFacility | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Related Party Transaction [Line Items] | |||
Aggregate rent expense | $ 19,600,000 | $ 19,100,000 | $ 14,300,000 |
RDS | Subcontractors and Supplier | |||
Related Party Transaction [Line Items] | |||
Number of family members have ownership interest | Executive | 2 | ||
Related party transaction, amounts of transaction | $ 900,000 | 1,200,000 | 1,600,000 |
RDS | Subcontractors and Supplier | Greencraft Holdings, LLC. | |||
Related Party Transaction [Line Items] | |||
Related party unpaid amount | 0 | 0 | |
Related party transaction cost | 20,000 | 100,000 | 80,000 |
RDS | Subcontractors and Supplier | Maximum | |||
Related Party Transaction [Line Items] | |||
Related party accounts payable | $ 100,000 | 100,000 | |
Trust Affiliated with Stockholder | RDS | Facility Rent | |||
Related Party Transaction [Line Items] | |||
Number of facilities leases | Facility | 3 | ||
Aggregate rent expense | $ 2,200,000 | 800,000 | 800,000 |
Related party unpaid amount | $ 0 | 0 | |
Current Employees, Contractors or Former Owners | RDS | Facility Rent | |||
Related Party Transaction [Line Items] | |||
Number of facilities leases | Facility | 5 | ||
521 Digiulian Boulevard, LLC | ASG | Facility Rent | |||
Related Party Transaction [Line Items] | |||
Aggregate rent expense | $ 100,000 | 100,000 | 100,000 |
Related party unpaid amount | 0 | 0 | |
Officer | Other Consulting Services | |||
Related Party Transaction [Line Items] | |||
Related party unpaid amount | 0 | ||
Related party transaction cost | $ 200,000 | $ 300,000 | $ 200,000 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2020Segment | |
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 | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue, net: | |||
Net revenue | $ 554,025 | $ 610,373 | $ 489,757 |
Operating income: | |||
Operating income | 3,382 | 19,258 | 12,097 |
Capital expenditures: | |||
Capital expenditures | 3,436 | 9,169 | 8,507 |
Depreciation and amortization: | |||
Depreciation and amortization | 22,867 | 24,157 | 20,487 |
RDS | |||
Revenue, net: | |||
Net revenue | 332,489 | 368,574 | |
ASG | |||
Revenue, net: | |||
Net revenue | 223,567 | 244,789 | |
Operating Segments | RDS | |||
Revenue, net: | |||
Net revenue | 332,489 | 368,574 | 268,362 |
Operating income: | |||
Operating income | 1,615 | 17,544 | 14,252 |
Capital expenditures: | |||
Capital expenditures | 2,324 | 7,155 | 1,684 |
Depreciation and amortization: | |||
Depreciation and amortization | 11,578 | 12,896 | 9,634 |
Operating Segments | ASG | |||
Revenue, net: | |||
Net revenue | 223,567 | 244,789 | 223,971 |
Operating income: | |||
Operating income | 19,173 | 19,860 | 11,925 |
Capital expenditures: | |||
Capital expenditures | 1,104 | 1,986 | 6,539 |
Depreciation and amortization: | |||
Depreciation and amortization | 11,185 | 11,159 | 10,833 |
Elimination | |||
Revenue, net: | |||
Net revenue | (2,031) | (2,990) | (2,576) |
Operating income: | |||
Operating income | (23) | 96 | (46) |
Unallocated | |||
Operating income: | |||
Operating income | (17,383) | (18,242) | (14,034) |
Capital expenditures: | |||
Capital expenditures | 8 | 28 | 284 |
Depreciation and amortization: | |||
Depreciation and amortization | $ 104 | $ 102 | $ 20 |
Segment Information - Summary o
Segment Information - Summary of Segment Assets to Consolidated (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill: | |||
Goodwill | $ 99,789 | $ 99,789 | $ 94,593 |
Other intangible assets, net: | |||
Net Book Value | 78,014 | 90,748 | |
Assets | |||
Assets | 405,008 | 420,275 | |
Operating Segments | RDS | |||
Goodwill: | |||
Goodwill | 54,225 | 54,225 | |
Other intangible assets, net: | |||
Net Book Value | 38,764 | 44,509 | |
Assets | |||
Assets | 193,488 | 182,754 | |
Operating Segments | ASG | |||
Goodwill: | |||
Goodwill | 45,564 | 45,564 | |
Other intangible assets, net: | |||
Net Book Value | 39,250 | 46,239 | |
Assets | |||
Assets | 198,341 | 217,655 | |
Consolidation Entries | |||
Assets | |||
Assets | 40 | 36 | |
Unallocated | |||
Assets | |||
Assets | $ 13,139 | $ 19,830 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) - Summary of Selected Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Data [Line Items] | |||||||||||
Revenue, net | $ 554,025 | $ 610,373 | $ 489,757 | ||||||||
Gross profit | 135,209 | 164,074 | 133,454 | ||||||||
Income (loss) from operations | 3,382 | 19,258 | 12,097 | ||||||||
Net income (loss) | $ (9,853) | $ 6,984 | $ (2,475) | ||||||||
Basic common stock | $ (0.39) | $ 0.28 | $ (0.10) | ||||||||
Diluted common stock | $ (0.39) | $ 0.27 | $ (0.10) | ||||||||
Under ASC Topic 605 | |||||||||||
Quarterly Financial Data [Line Items] | |||||||||||
Revenue, net | $ 144,155 | $ 150,050 | $ 125,442 | $ 134,378 | $ 155,242 | $ 159,395 | $ 158,342 | $ 136,920 | |||
Gross profit | 35,225 | 38,590 | 30,700 | 30,694 | 38,770 | 42,338 | 44,168 | 38,733 | |||
Income (loss) from operations | 248 | 5,144 | (37) | (1,973) | 2,952 | 6,209 | 6,750 | 3,266 | |||
Net income (loss) | $ (3,203) | $ 531 | $ (3,179) | $ (4,002) | $ 3,177 | $ 2,458 | $ 1,162 | $ 127 | |||
Basic common stock | $ (0.13) | $ 0.02 | $ (0.13) | $ (0.16) | $ 0.13 | $ 0.10 | $ 0.05 | $ 0 | |||
Diluted common stock | $ (0.13) | $ 0.02 | $ (0.13) | $ (0.16) | $ 0.13 | $ 0.10 | $ 0.05 | $ 0 |
Schedule I - Condensed Balance
Schedule I - Condensed Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Assets | ||||
Other assets | $ 5,446 | $ 6,265 | ||
Total assets | 405,008 | 420,275 | ||
Liabilities and stockholders’ equity | ||||
Total liabilities | 250,817 | 259,000 | ||
Stockholders' equity: | ||||
Treasury stock, 160,733 shares at December 31, 2020 and 33,140 shares at December 31, 2019, at cost | (1,279) | (391) | ||
Additional paid-in capital | 165,048 | 161,396 | ||
Retained earnings (accumulated deficit) | (9,834) | 19 | ||
Total stockholders’ equity | 154,191 | 161,275 | $ 148,694 | $ 148,087 |
Total liabilities and stockholders' equity | 405,008 | 420,275 | ||
Class A | ||||
Stockholders' equity: | ||||
Common stock | 256 | 251 | ||
Total stockholders’ equity | 256 | 251 | $ 257 | $ 217 |
Parent Company | ||||
Assets | ||||
Investment in wholly owned subsidiaries | 195,101 | 187,571 | ||
Other assets | 237 | 397 | ||
Total assets | 195,338 | 187,968 | ||
Liabilities and stockholders’ equity | ||||
Due to subsidiaries | 37,024 | 23,466 | ||
Accrued and other liabilities | 4,123 | 3,227 | ||
Total liabilities | 41,147 | 26,693 | ||
Stockholders' equity: | ||||
Treasury stock, 160,733 shares at December 31, 2020 and 33,140 shares at December 31, 2019, at cost | (1,279) | (391) | ||
Additional paid-in capital | 165,048 | 161,396 | ||
Retained earnings (accumulated deficit) | (9,834) | 19 | ||
Total stockholders’ equity | 154,191 | 161,275 | ||
Total liabilities and stockholders' equity | 195,338 | 187,968 | ||
Parent Company | Class A | ||||
Stockholders' equity: | ||||
Common stock | $ 256 | $ 251 |
Schedule I - Condensed Balanc_2
Schedule I - Condensed Balance Sheets (Parenthetical) (Details) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Treasury stock, shares | 160,733 | 33,140 |
Class A | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 25,609,758 | 25,139,542 |
Common stock, shares outstanding | 25,449,025 | 25,106,402 |
Parent Company | ||
Treasury stock, shares | 160,733 | 33,140 |
Parent Company | Class A | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 25,609,758 | 25,139,542 |
Common stock, shares outstanding | 25,449,025 | 25,106,402 |
Schedule 1 - Condensed Statemen
Schedule 1 - Condensed Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Income Statements Captions [Line Items] | |||
Selling, general and administrative expenses | $ (131,827) | $ (144,816) | $ (121,357) |
Net income (loss) | (9,853) | 6,984 | (2,475) |
Parent Company | |||
Condensed Income Statements Captions [Line Items] | |||
Equity in net income of subsidiaries | 7,530 | 25,226 | 11,559 |
Selling, general and administrative expenses | (17,383) | (18,242) | (14,034) |
Net income (loss) | $ (9,853) | $ 6,984 | $ (2,475) |
Schedule I- Condensed Statement
Schedule I- Condensed Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows used in operating activities: | |||
Net income (loss) | $ (9,853) | $ 6,984 | $ (2,475) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Depreciation and amortization | 22,867 | 24,157 | 20,487 |
Equity-based compensation | 2,789 | 5,740 | 2,528 |
Changes in assets and liabilities: | |||
Net cash provided by operating activities | 20,604 | 30,955 | 12,212 |
Cash flows used in investing activities: | |||
Purchase of equipment | (3,436) | (9,169) | (8,507) |
Net cash used in investing activities | (3,258) | (24,641) | (80,624) |
Cash flows provided by financing activities: | |||
Purchase of treasury stock | (888) | (399) | |
Proceeds from issuance of equity | 553 | ||
Net cash provided by (used in) financing activities | (19,374) | (10,674) | 72,227 |
Net increase (decrease) in cash and restricted cash | (2,028) | (4,360) | 3,815 |
Cash and cash equivalents: | |||
Cash and restricted cash, beginning of period | 5,002 | 9,362 | 5,547 |
Cash and restricted cash, end of period | 2,974 | 5,002 | 9,362 |
Parent Company | |||
Cash flows used in operating activities: | |||
Net income (loss) | (9,853) | 6,984 | (2,475) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Equity in net income of subsidiaries | (7,530) | (25,226) | (11,559) |
Depreciation and amortization | 107 | 102 | 21 |
Equity-based compensation | 2,789 | 5,740 | 2,528 |
Changes in assets and liabilities: | |||
Changes in operating assets | 63 | (3) | (204) |
Changes in accrued expenses | 1,762 | 547 | 677 |
Net cash provided by operating activities | (12,662) | (11,856) | (11,012) |
Cash flows used in investing activities: | |||
Purchase of equipment | (8) | (28) | (284) |
Net cash used in investing activities | (8) | (28) | (284) |
Cash flows provided by financing activities: | |||
Purchase of treasury stock | (888) | (399) | |
Borrowings from subsidiaries | 13,558 | 12,283 | 10,743 |
Proceeds from issuance of equity | 553 | ||
Net cash provided by (used in) financing activities | $ 12,670 | $ 11,884 | $ 11,296 |
Description of Select Interio_2
Description of Select Interior Concepts Inc - Additional Information (Details) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2017SegmentSubsidiary | Dec. 31, 2020Segment | |
Description Of Company [Line Items] | ||
Number of operating segments | 2 | |
Parent Company | ||
Description Of Company [Line Items] | ||
Number of operating subsidiaries | Subsidiary | 2 | |
Number of operating segments | 2 | |
Parent Company | RDS and ASG | ||
Description Of Company [Line Items] | ||
Percentage of ownership interest | 100.00% |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Parent Company | |||
Basis Of Presentation [Line Items] | |||
Distributions | $ 0 | $ 0 | $ 0 |
Uncategorized Items - ck1723866
Label | Element | Value |
Residential Design Services Limited Liability Company [Member] | ||
Goodwill | us-gaap_Goodwill | $ 54,225,000 |
Architectural Surfaces Group Limited Liability Company [Member] | ||
Goodwill | us-gaap_Goodwill | $ 45,564,000 |