Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 31, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | SELECT INTERIOR CONCEPTS, INC. | |
Entity Central Index Key | 0001723866 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 25,920,563 | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Title of 12(b) Security | Class A Common Stock, par value $0.01 per share | |
Trading Symbol | SIC | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-38632 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-4640296 | |
Entity Address, Address Line One | 400 Galleria Parkway | |
Entity Address, Address Line Two | Suite 1760 | |
Entity Address, City or Town | Atlanta | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30339 | |
City Area Code | 888 | |
Local Phone Number | 701-4737 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 36,920 | $ 1,594 |
Restricted cash | 5,000 | |
Accounts receivable, net of allowance for doubtful accounts of $205 and $195 at June 30, 2021 and December 31, 2020, respectively | 21,875 | 18,222 |
Inventories | 90,988 | 84,165 |
Prepaid expenses and other current assets | 5,133 | 2,312 |
Income taxes receivable | 2,117 | 4,617 |
Current assets of discontinued operations | 81,393 | |
Total current assets | 162,033 | 192,303 |
Property and equipment, net of accumulated depreciation of $17,487 and $15,930 at June 30, 2021 and December 31, 2020, respectively | 6,071 | 6,713 |
Deferred tax assets, net | 14,878 | 14,905 |
Goodwill | 45,564 | 45,564 |
Intangible assets, net | 35,765 | 39,250 |
Other assets | 1,009 | 757 |
Non-current assets of discontinued operations | 112,021 | |
Total assets | 265,320 | 411,513 |
Current liabilities | ||
Accounts payable | 32,188 | 26,337 |
Accrued expenses and other current liabilities | 9,442 | 10,572 |
Customer deposits | 6,554 | 5,089 |
Current portion of long-term debt, net of financing fees of $1,279 at December 31, 2020 | 15,482 | |
Current portion of capital lease obligations | 268 | 239 |
Current liabilities of discontinued operations | 36,825 | |
Total current liabilities | 48,452 | 94,544 |
Line of credit | 9,623 | |
Long-term debt, net of current portion and financing fees of $1,486 at December 31, 2020 | 134,526 | |
Long-term capital lease obligations | 1,799 | 1,602 |
Other long-term liabilities | 1,953 | 2,102 |
Non-current liabilities of discontinued operations | 14,925 | |
Total liabilities | 52,204 | 257,322 |
Commitments and contingencies (see Note 11) | ||
Stockholders' equity | ||
Treasury stock, 264,230 shares at June 30, 2021 and 160,733 shares at December 31, 2020, at cost | (2,285) | (1,279) |
Additional paid-in capital | 168,666 | 165,048 |
Retained earnings (accumulated deficit) | 46,474 | (9,834) |
Total stockholders' equity | 213,116 | 154,191 |
Total liabilities and stockholders' equity | 265,320 | 411,513 |
Customer Relationships | ||
Current assets | ||
Intangible assets, net | 31,564 | 34,632 |
Other Intangible Assets | ||
Current assets | ||
Intangible assets, net | 4,201 | 4,618 |
Class A | ||
Stockholders' equity | ||
Common stock | 261 | 256 |
Total stockholders' equity | $ 261 | $ 256 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 205 | $ 195 |
Accumulated depreciation | 17,487 | 15,930 |
Accumulated amortization | $ 32,205 | 28,720 |
Current portion of long-term debt, net of financing fees | 1,279 | |
Non current portion of long-term debt, net of financing fees | $ 1,486 | |
Treasury stock, shares | 264,230 | 160,733 |
Customer Relationships | ||
Accumulated amortization | $ 28,616 | $ 25,548 |
Other Intangible Assets | ||
Accumulated amortization | $ 3,589 | $ 3,172 |
Class A | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 26,184,793 | 25,609,758 |
Common stock, shares outstanding | 25,920,563 | 25,449,025 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 67,186 | $ 51,994 | $ 124,563 | $ 107,021 |
Cost of revenue | 47,208 | 38,800 | 89,253 | 80,600 |
Gross profit | 19,978 | 13,194 | 35,310 | 26,421 |
Selling, general and administrative expenses | 14,818 | 13,238 | 29,019 | 26,396 |
Income (loss) from operations | 5,160 | (44) | 6,291 | 25 |
Other expense: | ||||
Interest expense | 78 | 48 | 119 | 98 |
Loss on extinguishment of debt | 2,385 | 2,385 | ||
Total other expense, net | 2,463 | 48 | 2,504 | 98 |
Income (loss) from continuing operations before provision for (benefit from) income taxes | 2,697 | (92) | 3,787 | (73) |
Provision for (benefit from) income taxes | 181 | 158 | 451 | (80) |
Net income (loss) from continuing operations | 2,516 | (250) | 3,336 | 7 |
Discontinued operations: | ||||
Loss from discontinued operations, net of income taxes | (3,199) | (2,929) | (5,824) | (7,188) |
Gain on disposal of discontinued operations, net of income taxes | 58,796 | 58,796 | ||
Net income (loss) from discontinued operations | 55,597 | (2,929) | 52,972 | (7,188) |
Net income (loss) | $ 58,113 | $ (3,179) | $ 56,308 | $ (7,181) |
Basic earnings (loss) per share of common stock | ||||
Continuing operations | $ 0.10 | $ (0.01) | $ 0.13 | $ 0 |
Discontinued operations | 2.17 | (0.12) | 2.07 | (0.28) |
Net income (loss) | 2.27 | (0.13) | 2.20 | (0.28) |
Diluted earnings (loss) per share of common stock | ||||
Continuing operations | 0.09 | (0.01) | 0.12 | 0 |
Discontinued operations | 2.05 | (0.12) | 1.96 | (0.28) |
Net income (loss) | $ 2.14 | $ (0.13) | $ 2.08 | $ (0.28) |
Weighted average shares outstanding | ||||
Basic common stock | 25,591,118 | 25,328,649 | 25,543,031 | 25,260,425 |
Diluted common stock | 27,172,043 | 25,328,649 | 27,019,433 | 25,267,083 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows provided by operating activities | ||
Net income (loss) | $ 56,308 | $ (7,181) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 10,919 | 11,367 |
Gain on sale of RDS business | (65,385) | |
Loss on extinguishment of debt | 2,385 | |
Equity-based compensation | 3,618 | 554 |
Deferred provision for income taxes | 515 | 328 |
Amortized interest on deferred debt issuance costs | 688 | 494 |
Provision for doubtful accounts | 31 | (343) |
Gain on disposal of property and equipment, net | (376) | (5) |
Other | (14) | (44) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,501 | 5,587 |
Inventories | (9,648) | 4,998 |
Prepaid expenses and other current assets | (7,016) | (3,882) |
Other assets | (131) | (322) |
Accounts payable | 6,137 | 6,443 |
Accrued expenses and other current liabilities | (2,797) | (467) |
Income taxes receivable | 2,500 | (2,950) |
Customer deposits | 554 | 2,047 |
Other long-term liabilities | (195) | 936 |
Net cash provided by operating activities | 1,594 | 17,560 |
Cash flows provided by (used in) investing activities | ||
Purchase of property and equipment | (1,546) | (2,436) |
Proceeds from disposal of property and equipment | 127 | 22 |
Proceeds from the sale of the RDS business, net | 204,332 | |
Net cash provided by (used in) investing activities | 202,913 | (2,414) |
Cash flows used in financing activities | ||
Proceeds from ERP financing | 376 | |
Payments on the line of credit, net | (9,872) | (12,601) |
Deferred issuance costs | (327) | (2,231) |
Purchase of treasury stock | (1,006) | (704) |
Payments on notes payable and capital leases | (1,582) | (1,527) |
Principal payments on long-term debt | (152,774) | (525) |
Net cash used in financing activities | (165,561) | (17,212) |
Net increase (decrease) in cash | 38,946 | (2,066) |
Cash and restricted cash, beginning of period | 1,594 | 1,070 |
Cash and restricted cash - discontinued operations, beginning of period | 1,380 | 3,932 |
Cash and restricted cash - discontinued operations, end of period | 872 | |
Cash and restricted cash, end of period | 41,920 | 2,064 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 6,044 | 7,018 |
Cash paid (refunded) for income taxes, net of refunds | (1,230) | 211 |
Supplemental disclosures of non-cash investing activities | ||
Acquisition of equipment and vehicles with long-term debt and capital leases | $ 563 | $ 596 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Total | Class A | Treasury Stock, at Cost | Total Additional Paid-in Capital | Total Retained Earnings (Accumulated Deficit) |
Beginning balance at Dec. 31, 2019 | $ 161,275 | $ 251 | $ (391) | $ 161,396 | $ 19 |
Beginning balance, shares at Dec. 31, 2019 | 25,139,542 | ||||
Equity-based compensation | (669) | (669) | |||
Issuance of Class A common stock awards | 864 | $ 1 | 863 | ||
Issuance of Class A common stock awards, shares | 69,377 | ||||
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 | 213,339 | ||||
Repurchase of Class A common stock | (655) | (655) | |||
Net income (loss) | (4,002) | (4,002) | |||
Ending balance at Mar. 31, 2020 | 156,815 | $ 254 | (1,046) | 161,590 | (3,983) |
Ending balance, shares at Mar. 31, 2020 | 25,422,258 | ||||
Beginning balance at Dec. 31, 2019 | 161,275 | $ 251 | (391) | 161,396 | 19 |
Beginning balance, shares at Dec. 31, 2019 | 25,139,542 | ||||
Net income (loss) | (7,181) | ||||
Ending balance at Jun. 30, 2020 | 154,811 | $ 255 | (1,095) | 162,813 | (7,162) |
Ending balance, shares at Jun. 30, 2020 | 25,500,849 | ||||
Beginning balance at Mar. 31, 2020 | 156,815 | $ 254 | (1,046) | 161,590 | (3,983) |
Beginning balance, shares at Mar. 31, 2020 | 25,422,258 | ||||
Equity-based compensation | 1,223 | 1,223 | |||
Issuance of Class A common stock due to restricted stock vesting | 1 | $ 1 | |||
Issuance of Class A common stock due to restricted stock vesting, shares | 78,591 | ||||
Repurchase of Class A common stock | (49) | (49) | |||
Net income (loss) | (3,179) | (3,179) | |||
Ending balance at Jun. 30, 2020 | 154,811 | $ 255 | (1,095) | 162,813 | (7,162) |
Ending balance, shares at Jun. 30, 2020 | 25,500,849 | ||||
Beginning balance at Dec. 31, 2020 | 154,191 | $ 256 | (1,279) | 165,048 | (9,834) |
Beginning balance, shares at Dec. 31, 2020 | 25,609,758 | ||||
Equity-based compensation | 1,194 | 1,194 | |||
Issuance of Class A common stock due to restricted stock vesting | 1 | $ 1 | |||
Issuance of Class A common stock due to restricted stock vesting, shares | 121,882 | ||||
Repurchase of Class A common stock | (372) | (372) | |||
Net income (loss) | (1,805) | (1,805) | |||
Ending balance at Mar. 31, 2021 | 153,209 | $ 257 | (1,651) | 166,242 | (11,639) |
Ending balance, shares at Mar. 31, 2021 | 25,731,640 | ||||
Beginning balance at Dec. 31, 2020 | 154,191 | $ 256 | (1,279) | 165,048 | (9,834) |
Beginning balance, shares at Dec. 31, 2020 | 25,609,758 | ||||
Net income (loss) | 56,308 | ||||
Ending balance at Jun. 30, 2021 | 213,116 | $ 261 | (2,285) | 168,666 | 46,474 |
Ending balance, shares at Jun. 30, 2021 | 26,184,793 | ||||
Beginning balance at Mar. 31, 2021 | 153,209 | $ 257 | (1,651) | 166,242 | (11,639) |
Beginning balance, shares at Mar. 31, 2021 | 25,731,640 | ||||
Equity-based compensation | 2,424 | 2,424 | |||
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 | 453,153 | ||||
Repurchase of Class A common stock | (634) | (634) | |||
Net income (loss) | 58,113 | 58,113 | |||
Ending balance at Jun. 30, 2021 | $ 213,116 | $ 261 | $ (2,285) | $ 168,666 | $ 46,474 |
Ending balance, shares at Jun. 30, 2021 | 26,184,793 |
Organization and Business Descr
Organization and Business Description | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Organization and Business Description | Note 1. Organization and Business Description These financial statements reflect the consolidated operations of Select Interior Concepts, Inc. (“SIC” or the “Company”). SIC is a Delaware corporation that was restructured in November 2017 to be a holding company through which to consolidate diversified building products and services companies. Through its primary operating subsidiary, Architectural Surfaces Group (“ASG”), the Company imports and distributes natural and engineered stone slabs for kitchen and bathroom countertops. The Company has operations in the Northeast, Southeast, Southwest, Midwest, Mountain West, and West Coast regions of the United States. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 . Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted a ccounting principles in the United States (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in these unaudited interim financial statements and condensed notes should be read in conjunction with the Company’s The condensed consolidated balance sheet as of December 31, 2020 included herein has been derived from the Company’s audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. The condensed consolidated financial statements include the accounts of SIC and its wholly owned subsidiary ASG, and its respective wholly-owned subsidiaries, and are presented in accordance with GAAP. The Company sold the operations of its formerly wholly-owned subsidiary RDS in a transaction that closed in June 2021. The results of RDS and its wholly-owned subsidiaries have been presented in discontinued operations in the accompanying consolidated financial statements. The accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2021. There have been no changes to our significant accounting policies described in our consolidated financial statements and related disclosures as of December 31, 2020 that have had a material impact on our condensed consolidated financial statements and related notes. There is no longer segment reporting presented under ASC 280 as only one operating segment remains as of June 30, 2021 due to the sale and discontinued operations of the RDS business. Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these financial statements to adjust amounts for reporting under continuing and discontinued operations (see Note 3 Earnings (Loss) per Share of Common Stock Basic earnings (loss) per share for the three and six months ended June 30, 2021 and 2020, are computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted earnings per share for common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding plus the dilutive effect of restricted stock-based awards using the treasury stock method. The following table sets forth the computation of basic and diluted earnings/(loss) per share for the three and six months ended June 30, 2021 and 2020: Three Months Ended Three Months Ended (in thousands, except share and per share data) June 30, 2021 June 30, 2020 Net income (loss) from continuing operations $ 2,516 $ (250 ) Net income (loss) from discontinued operations 55,597 (2,929 ) Net income (loss) $ 58,113 $ (3,179 ) Weighted average shares of common stock outstanding: Basic common stock 25,591,118 25,328,649 Diluted common stock 27,172,043 25,328,649 Basic earnings (loss) per share of common stock Continuing operations $ 0.10 $ (0.01 ) Discontinued operations 2.17 (0.12 ) Net income (loss) $ 2.27 $ (0.13 ) Diluted earnings (loss) per share of common stock Continuing operations $ 0.09 $ (0.01 ) Discontinued operations 2.05 (0.12 ) Net income (loss) $ 2.14 $ (0.13 ) Six Months Ended Six Months Ended (in thousands, except share and per share data) June 30, 2021 June 30, 2020 Net income from continuing operations $ 3,336 $ 7 Net income (loss) from discontinued operations 52,972 (7,188 ) Net income (loss) $ 56,308 $ (7,181 ) Weighted average shares of common stock outstanding: Basic common stock 25,543,031 25,260,425 Diluted common stock 27,019,433 25,267,083 Basic earnings (loss) per share of common stock Continuing operations $ 0.13 $ 0.00 Discontinued operations 2.07 (0.28 ) Net income (loss) $ 2.20 $ (0.28 ) Diluted earnings (loss) per share of common stock Continuing operations $ 0.12 $ 0.00 Discontinued operations 1.96 (0.28 ) Net income (loss) $ 2.08 $ (0.28 ) Restricted stock awards outstanding totaling 2,067,202 were excluded from the computation of diluted earnings per share for the three months ended June 30, 2020, because the Company reported a net loss from continuing operations. Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingencies, and reported revenues and expenses as of and for periods ended on the date of the consolidated financial statements. Actual results may vary materially from the estimates that were used. The Company’s significant accounting estimates include the determination of allowances for doubtful accounts, the lives and methods for recording depreciation and amortization on property and equipment, the fair value of reporting units and indefinite life intangible assets, deferred income taxes and the purchase price allocations used in the Company’s acquisitions. Restricted Cash At June 30, 2021, the Company had restricted cash of $5.0 million. The restricted cash is funds held in escrow related to the sale of the RDS business. See further discussion in Note 3 – Discontinued Operations 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. At June 30, 2021 and December 31, 2020, 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. There were no transfers within Level 3 fair value measurements during the six months ended June 30, 2021. Intangible Assets Intangible assets consist of customer relationships, trade names and non-compete agreements. The Company considers all its intangible assets to have definite lives, and such intangible assets are being amortized on the straight-line method over the estimated useful lives of the respective assets or on an accelerated basis based on the expected cash flows generated by the existing customers as follows: Range of estimated useful lives Weighted average useful life Customer relationships 6 years – 10 years 10 years Trade names 5 years – 11 years 10 years Non-compete agreements Life of agreement 4 years Business Combinations The Company records business combinations using the acquisition method of accounting. Under the acquisition method of accounting, identifiable assets acquired and liabilities assumed are recorded at their acquisition date fair values. The excess of the purchase price over the estimated fair value is recorded as goodwill. The measurement period remains open pending the completion of valuation procedures related to the acquired assets and assumed liabilities. Measurement period adjustments are reflected in the period in which they occur. Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets, such as property and equipment and intangible assets, whenever events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable, or at least annually. The assessment for possible impairment is based on the Company’s ability to recover the carrying value of the asset or asset group from the expected future undiscounted cash flows of the related operations. If the aggregate of these cash flows is less than the carrying value of such assets, an impairment loss is recognized for the difference between the estimated fair value and the carrying value. The measurement of impairment requires management to estimate future cash flows and the fair value of long-lived assets. There were no impairment losses on long-lived assets for the six month period ended June 30, 2021 or the year ended December 31, 2020. Goodwill Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets, including intangible assets. Goodwill is tested annually for impairment as of December 31, and whenever events or circumstances arise that indicate impairment may have occurred. No events or circumstances occurred during the interim period ending June 30, 2021, that required interim testing of goodwill. Revenue Recognition The Company’s revenue derived from the sale of imported granite, marble, and related items 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. 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 includes 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. Customer payments may be due in advance of contract work performed, at the time the performance obligation is completed, or with payment terms following performance completion of generally 30-60 days. Shipping and Handling Charges Fees charged to customers for shipping and handling of product are included in revenues. 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. Equity-based Compensation The Company accounts for equity-based awards by measuring the awards at the date of grant and recognizing the grant-date fair value as an expense using either straight-line or accelerated attribution, depending on the specific terms of the award agreements over the requisite service period, which is usually equivalent to the vesting period. See Note 12 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 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. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. 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 In November 2019, the FASB issued ASU 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates which delays the effective date of ASU 2016-13 until fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of the provisions of ASU 2016-13 on the presentation of its consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In December 2019, the FASB issued ASU 2019-12, “ Simplifying the Accounting for Income Taxes |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | Note 3. Discontinued Operations On May 9, 2021, the Company announced it had entered into an Equity Purchase Agreement, dated May 9, 2021 (the “Purchase Agreement”), with Signal Holdco, LP, the parent of Interior Logic Group and a portfolio company of Blackstone (“Signal”). Pursuant to the Purchase Agreement, Signal agreed to purchase from Residential Design Services, LLC (“Seller”) all of the issued and outstanding shares of common stock of L.A.R.K. Industries, Inc. (the “RDS Divestiture”). L.A.R.K. Industries, Inc., together with its subsidiaries, operates the Company’s Residential Design Services business (the “RDS Business”). On June 7, 2021, Signal assigned all of its rights, title and interest in and to the Purchase Agreement to its affiliate, Interior Logic Group Holdings IV, LLC, a Delaware limited liability company (“Purchaser”). On June 30, 2021, the Company and Seller completed the RDS Divestiture. Pursuant to the Purchase Agreement, Purchaser acquired the RDS Business for a purchase price of $215 million in cash, subject to customary purchase price adjustments. Pursuant to the Transition Services Agreement within the Purchase Agreement, the Company will provide certain transition services for finance, accounting, and tax for specified periods extending up to the filing of the 2021 income tax returns for no additional consideration. Additionally, information technology services will be provided as requested for a term of up to three months after closing for estimated fair value consideration. Reciprocal services will be provided by the Purchaser for no consideration for periods also extending through the filing of the 2021 income tax returns. The value of these services are not estimated to be material and are reciprocal in nature and accordingly, no fair value has been assigned to these services. Proceeds received from the transaction include $5.0 million of cash that was put into an escrow account subject to the settlement of working capital adjustments within 75 days of the closing on June 30, 2021. This cash is included within Restricted Cash in the accompanying condensed consolidated financial statements. The Company recorded an estimated pre-tax gain on the RDS Divestiture of $63.1 million in the second quarter of 2021, which is inclusive of transaction and closing costs. Final working capital adjustments provided within 75 days of close of the transaction may impact the final gain calculation. The Company recognized income tax expense associated with the gain on disposal of $4.31 million during the second quarter of 2021, which included the impact of the disposal of non-deductible goodwill. Information related to the RDS Divestiture has been reflected in the accompanying condensed consolidated financial statements as follows: • Balance sheets - As a result of the sale of the RDS business on June 30, 2021, there are no remaining RDS business assets and liabilities on the balance sheet as of June 30, 2021. RDS’ business assets and liabilities as of December 31, 2020 have been presented as discontinued operations. • Statements of operations - The RDS business results of operations for the three and six months ended June 30, 2021 and 2020 have been presented as discontinued operations. • Statements of cash flows - The RDS business cash flows prior to its sale have been included in the consolidated statement of cash flows. The consolidated statement of cash flows for the six months ended June 30, 2021 also includes the effects of the sale of the RDS business. In accordance with the provisions of ASC 205-20, Presentation of Financial Statements (in thousands) December 31, 2020 Cash $ 1,380 Accounts receivable 50,136 Inventories 14,817 Prepaid expenses and other current assets 15,060 Current assets of discontinued operations $ 81,393 Property and equipment, net $ 14,343 Goodwill 54,224 Customer relationships, net 28,068 Other intangible assets, net 10,696 Other assets 4,690 Non-current assets of discontinued operations $ 112,021 Accounts payable $ 21,386 Accrued expenses and other current liabilities 9,782 Customer deposits 3,055 Current portion of long-term debt 141 Current portion of capital lease obligations 2,461 Current liabilities of discontinued operations $ 36,825 Long-term capital lease obligations $ 3,633 Deferred income taxes 6,028 Other long-term liabilities 5,264 Non-current liabilities of discontinued operations $ 14,925 The following table presents the results of discontinued operations related to the RDS business and the gain on disposal: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 Revenue, net $ 90,270 $ 73,448 $ 170,681 $ 152,798 Cost of revenue 71,108 55,942 132,984 117,826 Gross profit 19,162 17,506 37,697 34,972 Selling, general and administrative expenses 19,905 17,499 40,069 37,008 Income (loss) from operations (743 ) 7 (2,372 ) (2,036 ) Interest expense 3,206 3,584 6,590 7,428 Other (income) expense, net (108 ) (34 ) 2,003 1,343 Loss from discontinued operations before income taxes (3,841 ) (3,543 ) (10,965 ) (10,807 ) Benefit from income taxes (642 ) (614 ) (5,141 ) (3,619 ) Loss from discontinued operations, net of tax (3,199 ) (2,929 ) (5,824 ) (7,188 ) Gain on disposal of discontinued operations before income taxes 63,107 — 63,107 — Provision for income taxes on gain on disposal 4,311 — 4,311 — Gain on disposal of discontinued operations net of income taxes 58,796 — 58,796 — Net income (loss) from discontinued operations $ 55,597 $ (2,929 ) $ 52,972 $ (7,188 ) Selling, general and administrative expenses of discontinued operations include certain corporate costs incurred directly related to the RDS business, including equity-based compensation expense for RDS employees and professional fees incurred directly in support of the RDS business. All other corporate costs are classified within the results of continuing operations. The sale of the RDS business required the Company to settle the outstanding balances on the line of credit (see Note 9 Note 10 Presentation of Financial Statements, The following table presents significant non-cash items and capital expenditures of discontinued operations: Six Months Ended June 30, (in thousands) 2021 2020 Depreciation and amortization $ 5,720 $ 5,787 Stock compensation expense $ 1,397 $ 486 Capital expenditures $ 1,099 $ 1,470 Acquisition of equipment and vehicles with long-term debt and capital leases $ 158 $ 596 The following table summarizes the gain on the disposal of the RDS business, which has been included in discontinued operations for the three and six months ended June 30, 2021: (in thousands) Proceeds from sale (a) $ 204,332 Less net assets of RDS Business (b) 139,407 Plus estimated net working capital adjustment 460 Gain on disposal before transaction costs paid by Company 65,385 Less transaction costs paid by Company 2,278 Gain on disposal of discontinued operations before income taxes 63,107 Provision for income taxes (4,311 ) Gain on disposal of discontinued operations, net of income taxes $ 58,796 (a) (b) |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | Note 4. Revenue The timing of revenue recognition, billings, and cash collections generally results in billed accounts receivable and customer deposits in the Company’s Consolidated Balance Sheets. The Company records customer deposits, which represent 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 The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. Revenue from contracts with customers is as this is The following table presents net revenue disaggregated by product category for the three and six months ended June 30, 2021 and 2020, respectively: (in thousands) For the Three Months Ended June 30, 2021 % For the Three Months Ended June 30, 2020 % Quartz $ 44,442 66 % $ 30,427 59 % Stone 18,950 29 % 15,898 31 % Tile 2,901 4 % 3,766 7 % Other 893 1 % 1,903 3 % $ 67,186 100 % $ 51,994 100 % (in thousands) For the Six Months Ended June 30, 2021 % For the Six Months Ended June 30, 2020 % Quartz $ 80,634 65 % $ 62,821 59 % Stone 34,648 28 % 32,720 30 % Tile 6,056 5 % 7,526 7 % Other 3,225 2 % 3,954 4 % $ 124,563 100 % $ 107,021 100 % |
Concentrations, Risks and Uncer
Concentrations, Risks and Uncertainties | 6 Months Ended |
Jun. 30, 2021 | |
Risks And Uncertainties [Abstract] | |
Concentrations, Risks and Uncertainties | Note 5. 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 included in the consolidated financial statements and consistently have been within management’s expectations. For the three and six months ended June 30, 2021 and 2020, there were no customers which accounted for 10.0% or more of the Company’s total revenues. There were no customers which accounted for 10.0% or more of total accounts receivable as of June 30, 2021 or December 31, 2020. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 6 . Inventories Inventories are valued at the lower of cost (using specific identification and first-in first-out methods) or net realizable value. Inventory consisted of raw materials as follows: (in thousands) June 30, 2021 December 31, 2020 Raw materials $ 90,988 $ 84,165 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Note 7 . Property and Equipment, net Property and equipment consisted of the following at: (in thousands) June 30, 2021 December 31, 2020 Vehicles $ 5,011 $ 4,746 Machinery and equipment 2,652 2,582 Leasehold improvements 4,727 4,638 Furniture and fixtures 7,663 7,382 Computer equipment and internal-use software 1,889 1,763 Other 1,616 1,532 23,558 22,643 Less: accumulated depreciation and amortization (17,487 ) (15,930 ) Property and equipment, net $ 6,071 $ 6,713 Depreciation and amortization expense of property and equipment totaled $0.8 million and $1.0 million for the three months ended June 30, 2021 and 2020, respectively. For the three months ended June 30, 2021, $0.3 million and $0.5 million of depreciation expense was included in cost of goods sold and general and administrative expense, respectively. For the three months ended June 30, 2020, $0.5 million and $0.5 million of depreciation expense was included in cost of goods sold and general and administrative expense, respectively. Depreciation and amortization expense of property and equipment for discontinued operations totaled $1.4 million and $1.5 million for the three months ended June 30, 2021 and 2020, respectively. Depreciation and amortization expense of property and equipment totaled $1.7 million and $2.1 million for the six months ended June 30, 2021 and 2020, respectively. For six months ended June 30, 2021, $0.6 million and $1.1 million of depreciation expense was included in cost of goods sold and general and administrative expense, respectively. For six months ended June 30, 2020, $1.0 million and $1.1 million of depreciation expense was included in cost of goods sold and general and administrative expense, respectively. Depreciation and amortization expense of property and equipment for discontinued operations totaled $2.9 million and $2.9 million for the six months ended June 30, 2021 and 2020, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 8 . Goodwill and Intangible Assets Goodwill The carrying amount of goodwill was $45.6 million as of June 30, 2021 and December 31, 2020. Intangible Assets The following table provides the gross carrying amount, accumulated amortization and net book value for each class of intangible assets as of June 30, 2021: (in thousands) Total Gross Carrying Amount Gross Carrying Amount Customer relationships $ 60,180 Trade names 7,740 Non-compete agreements 50 $ 67,970 (in thousands) Total Accumulated Amortization Accumulated Amortization Customer relationships $ (28,616 ) Trade names (3,555 ) Non-compete agreements (34 ) $ (32,205 ) (in thousands) Total Net Book Value Net Book Value Customer relationships $ 31,564 Trade names 4,185 Non-compete agreements 16 $ 35,765 The following table provides the gross carrying amount, accumulated amortization and net book value for each class of intangible assets as of December 31, 2020: (in thousands) Total Gross Carrying Amount Gross Carrying Amount Customer relationships $ 60,180 Trade names 7,740 Non-compete agreements 50 $ 67,970 (in thousands) Total Accumulated Amortization Accumulated Amortization Customer relationships $ (25,548 ) Trade names (3,139 ) Non-compete agreements (33 ) $ (28,720 ) (in thousands) Total Net Book Value Net Book Value Customer relationships $ 34,632 Trade names 4,601 Non-compete agreements 17 $ 39,250 Amortization expense on intangible assets from continuing operations totaled $1.7 million and $3.5 million during the three and six months ended June 30, 2021, respectively. Amortization expense on intangible assets from discontinued operations totaled $1.4 million and $2.9 million during the three and six months ended June 30, 2021, respectively. Amortization expense on intangible assets from continuing operations totaled $1.7 million and $3.5 million during the three and six months ended June 30, 2020, respectively. Amortization expense on intangible assets from discontinued operations totaled $1.4 million and $2.9 million during the three and six months ended June 30, 2020, respectively. The estimated annual amortization expense for the next five years and thereafter is as follows: (in thousands) 2021 Remaining $ 3,491 2022 6,964 2023 6,840 2024 6,563 2025 5,873 Thereafter 6,034 $ 35,765 |
Line of Credit
Line of Credit | 6 Months Ended |
Jun. 30, 2021 | |
Line Of Credit Facility [Abstract] | |
Line of Credit | Note 9. Line of Credit SIC Line of Credit In June 2018, the Company and certain of its subsidiaries entered into an amended and restated loan, security and guaranty agreement, dated as of June 28, 2018, which was amended on December 11, 2018, 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 is primarily used by the Company for operational purposes. Pursuant to the SIC Credit Facility, the Company has a borrowing-base-governed revolving credit facility that provides for borrowings in an initial amount up to an aggregate of $90 million, which was increased to $100 million through the 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, which the Company can elect between a LIBOR based rate plus an applicable margin varying from one hundred twenty five basis points (1.25%) to one hundred seventy five basis points (1.75%) based on the borrowers’ average daily availability determined quarterly, or a base rate (determined as the greatest of the Prime rate, the Federal Funds rate plus a fifty basis point (0.50%) margin, or the LIBOR rate with a 30 day interest period plus a two hundred basis point (2.00%) margin) plus an applicable margin varying from twenty five basis points (0.25%) to seventy five basis points (0.75%) based on the borrowers’ average daily availability determined quarterly. 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 the three and six months ended June 30, 2021 on the SIC Credit Facility was 1.8% and 1.74%, respectively. 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. On June 30, 2021 and in connection with the closing of the RDS Divestiture, the Company and certain of its subsidiaries (together, the “Obligors”), entered into an amendment of the SIC Credit Facility. The amendment, among other things, (i) extends the maturity date of the ABL Agreement from June 28, 2023 to June 28, 2024 and (ii) amends the ABL Agreement to permit the RDS Divestiture. Under the SIC Credit Facility, the Company and its subsidiaries are required to comply with certain customary restrictive covenants that, among other things and with certain exceptions, limit the ability of the Company and its subsidiaries, as applicable, to (i) incur additional indebtedness and liens in connection therewith, (ii) pay dividends and make certain other restricted payments, (iii) effect mergers or consolidations, (iv) enter into transactions with affiliates, (v) sell or dispose of property or assets, and (vi) engage in unrelated lines of business. As of June 30, 2021 and December 31, 2020, $0 and $9.9 million, respectively, were outstanding under the SIC Credit Facility. The Company also has $0.6 million in letters of credit outstanding at June 30, 2021. The SIC Credit Facility is subject to certain financial covenants. At June 30, 2021, the Company was in compliance with the financial covenants. The Company incurred debt issuance costs of $0.6 million in connection with the SIC Credit Facility. These costs are 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 were less than $0.1 million for the three and six months ended June 30, 2021 and 2020. At June 30, 2021 and December 31, 2020, SIC had $0.3 million and $0.2 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 as of December 31, 2020 and within other assets as of June 30, 2021 in the accompanying condensed consolidated balance sheets. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 10 . Long-Term Debt Term Loan On February 28, 2017, AG&M and Pental, as the borrowers, entered into a financing agreement, as amended, with third party lenders (the “Term Loan Facility”), which initially provided for a $105.0 million term loan facility. The Term Loan Facility was amended in June 2018 to define the borrowers as Select Interior Concepts, Inc. and its subsidiaries, was further amended in August 2018 to adjust the borrowing capacity to $101.4 million and was further amended in December 2018 to increase the borrowing capacity to $174.2 million. On February 7, 2020, On March 10, 2021, the Term Loan Facility was further 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. On April 8, 2020, the Term Loan Facility was further amended , which 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) then due for payment in respect of the fiscal year ending December 31, 2019, (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. 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 2.40:1.00. In the event the leverage ratio is less than 2.40:1.00, the rates decrease to either (i) the base rate plus 4.25% for a base rate loan or (ii) the LIBOR rate plus 6.25% for a LIBOR loan. The base rate is the greater of (i) the publicly announced interest rate by the reference bank as its reference rate, the base commercial lending rate or prime rate, and (ii) 3.5% per annum. As of December 31, 2020, the Company had $152.8 million outstanding under the Term Loan Facility. In conjunction with the RDS Divestiture as discussed in Note 3 – Discontinued Operations, Debt issuance costs in connection with the Term Loan Facility were expensed upon repayment on June 30, 2021. Total expense recorded related to loss on the extinguishment of debt was $2.4 million for the three and six month period ended June 30, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 . Commitments and Contingencies Leases The Company leases certain vehicles under leases classified as capital leases. The leased vehicles are included as property and equipment (“PP&E”) and amortized to accumulated amortization on a straight-line basis over the life of the lease, which is typically six years. The total acquisition cost included in PP&E related to the leased vehicles was $2.5 million and $2.1 million at June 30, 2021 and December 31, 2020, respectively. Total accumulated amortization related to the leased vehicles was $0.5 million and $0.3 million at June 30, 2021 and December 31, 2020, respectively. Amortization expense was $0.1 million and $0.2 million for the three and six months ended June 30, 2021. Amortization expense was $0.1 million and $0.1 million for the three and six months ended June 30, 2020. 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 facility under a long-term non-cancelable operating lease through October 2022. The Company recognizes rent expense on a straight-line basis and records the difference between the recognized rent expense and amounts payable under the lease as deferred rent. Aggregate deferred rent at June 30, 2021 and December 31, 2020 was $1.3 million and $1.4 million, respectively. Aggregate rent expense for the three and six months ended June 30, 2021 totaled $3.3 million and $6.5 million, respectively. Aggregate rent expense for the three and six months ended June 30, 2020 totaled $3.4 million and $6.6 million, respectively. Litigation The Company experiences routine litigation in the normal course of its business, which typically concern warranty or contractual claims concerning the Company’s products and employment-related matters. The Company has consistently maintained general liability insurance with $2.0 million aggregate and $1.0 million per occurrence limits which may be implicated in litigated matters. Management does not believe that any pending or threatened litigation will have a material adverse effect on the Company’s combined business, financial condition, results of operations, and/or cash flows. 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 was required to purchase between 480 and 540 containers during the year ended December 31, 2020. Minimum purchase volumes then increase to 645 containers per quarter during 2021 up to 1,332 containers per quarter during 2025. Using an estimated price per container based on the average price per container in 2020, the future minimum purchases to maintain the exclusive rights as of June 30, 2021 are as follows: (in thousands) Amount Remaining in 2021 $ 50,274 2022 102,186 2023 121,837 2024 145,419 2025 174,502 $ 594,218 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, but there are no financial penalties to ASG if such commitments are not met. For the year ended December 31, 2020, ASG did not meet the eighty percent (80%) minimum purchase volume threshold primarily as a result of the challenging economic and business environment resulting from COVID-19 during 2020. 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. As part of our supply chain management program, we routinely identify, evaluate and purchase from alternative sources of quartz products; however, depending on factors such as timing, notice, and industry capacity, 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. |
Stock Compensation
Stock Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Compensation | Note 12 . Stock Compensation On November 22, 2017, the Company adopted the Select Interior Concepts, Inc. 2017 Incentive Compensation Plan (the “2017 Plan”). Upon the adoption of the 2017 Plan, the maximum aggregate number of shares issuable thereunder was 2,561,463 shares. As of June 30, 2021, there were 1,249,842 shares of the Company’s common stock subject to outstanding awards and 120,616 shares of the Company’s common stock were reserved and available for future awards under the 2017 Plan. On March 26, 2019, the board of directors adopted the Select Interior Concepts, Inc. 2019 Long-Term Incentive Plan (the “2019 Incentive Plan”), which was approved at the 2019 Annual Meeting of Stockholders on May 15, 2019. The 2019 Incentive Plan serves as the successor to the 2017 Plan; however, shares continued to be available for award grants under the 2017 Plan following the effectiveness of the 2019 Incentive Plan. The maximum aggregate number of shares issuable under the 2019 Incentive Plan is 1,700,000. As of June 30, 2021, there were 138,445 shares of the Company’s common stock subject to outstanding awards and 1,561,555 shares of the Company’s common stock were reserved and available for future awards under the 2019 Plan 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 Compensation Committee of the board of directors. Stock Options The Company has not granted any stock options under the Plans. Restricted Stock and Restricted Stock Units 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 six months ended June 30, 2021, 646,445 restricted stock units were granted under the Plans 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 included both a service and a performance condition. The performance condition was achievement of a 2021 earnings target and the level of achievement of the earnings target would determine the number of shares to 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, with the remainder being cancelled during the fourth quarter of 2020. In connection with the appointment of certain executive officers in 2020, the Company awarded 675,000 time-based restricted stock units and 675,000 performance-based restricted stock units in total to the new executive officers. 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. Total outstanding inducement awards as of June 30, 2021, and December 31, 2020, were 1,071,875 and 1,350,000, respectively. These inducement awards are not included in the table below. 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 three months ended June 30, 2021 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. A summary of the Company’s restricted stock activity for the Plans for the six months ended June 30, 2021 is as follows: Nonvested Shares Outstanding Weighted Average Grant Date Fair Value Nonvested shares at January 1, 2021 1,447,419 $ 5.33 Granted 646,445 $ 9.23 Forfeited 302,699 $ 10.69 Vested 402,878 $ 7.80 Nonvested shares at June 30, 2021 1,388,287 $ 6.07 As of June 30, 2021, total remaining stock-based compensation expense for nonvested restricted stock units is $10.4 million, which is expected to be recognized over a weighted average remaining period of 2.8 years. Total stock-based compensation expense recognized for continuing operations for restricted stock units for the three and six months ended June 30, 2021 was $1.1 million and $2.2 million, respectively. Total stock-based compensation expense recognized for discontinued operations for restricted stock units for the three and six months ended June 30, 2021 was $1.3 million and $1.4 million, respectively. Total stock-based compensation expense recognized for continuing operations for restricted stock units for the three and six months ended June 30, 2020 was $0.9 million and $0.1 million, respectively. Total stock-based compensation expense recognized for discontinued operations for restricted stock units for the three and six months ended June 30, 202 0 was $ 0.4 million and $ 0.5 million, respectively. Phantom Stock Phantom stock awards are grants of phantom stock with respect to shares of the Company’s common stock that are settled in cash and subject to various restrictions, including restrictions on transferability, vesting and forfeiture provisions. Shares of phantom stock that do not vest for any reason will be forfeited by the recipient and will revert to the Company. The Company did not record any phantom stock-based compensation expense during the three or six months ended June 30, 2021, respectively. The Company recorded phantom stock-based compensation expense of less than $0.01 million during the three and six months ended June 30, 2020. There were no outstanding phantom shares as of December 31, 2020. |
Provision for Income Taxes
Provision for Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | Note 13. Provision for Income Taxes The Company determines its periodic income tax benefit or expense based upon the current period income and the annual estimated tax rate for the Company adjusted for discrete items. The estimated tax rate is revised, if necessary, as of the end of each successive interim period during the fiscal year to the Company’s current annual estimated tax rate. For the six months ended June 30, 2021, the effective tax rate of 11.91% decreased compared to the effective tax rate of 109.96% for the six months ended June 30, 2020, due to the impact of discrete items in relation to the amount of the Company’s pre-tax earnings. Pre-tax earnings for the six months ended June 30, 2021 and 2020 were $3.8 million and ($0.1 million), respectively. The discrete items include adjustments resulting from ASU 2016-09, which requires excess tax benefits and deficiencies related to stock compensation to be recognized as a component of income tax expense rather than stockholders’ equity, and permanent items. In response to the global impacts of COVID-19 on U.S. companies and citizens, the 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 adjusted its deferred tax asset related to the interest limitation and anticipates carrying back any net operating loss generated in 2020 to prior tax periods. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14. Related Party Transactions Facility Rent ASG leases office space from 521 Digiulian Boulevard, LLC, a company owned by a current employee. Rent expense under this lease was $0.04 million and $0.07 million for the three and six months ended June 30, 2021, respectively. Rent expense under this lease was $0.03 million and $0.06 million for the three and six months ended June 30, 2020, respectively. No amounts were unpaid under this lease at June 30, 2021 and December 31, 2020. S Note 11 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15. Subsequent Events Events occurring after June 30, 2021, have been evaluated for possible adjustment to the condensed consolidated financial statements or disclosure as of August 9, 2021, which is the date the condensed consolidated financial statements were available to be issued. The Company continues to evaluate the impact of COVID-19 on its operations, 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. On August 8, 2021, the Company entered into a definitive agreement under which an affiliate of Sun Capital Partners, Inc., a private equity firm, will acquire SIC for approximately $411 million in an all-cash transaction. Under the terms of the agreement, each share of SIC common stock issued and outstanding immediately prior to the transaction will be entitled to receive $14.50 per share in cash. The closing of this transaction is subject to shareholder approval and customary closing conditions, including the receipt of required regulatory approvals. Upon the completion of the transaction, SIC would become a privately held company and shares of SIC common stock would no longer be listed on any public markets. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted a ccounting principles in the United States (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in these unaudited interim financial statements and condensed notes should be read in conjunction with the Company’s The condensed consolidated balance sheet as of December 31, 2020 included herein has been derived from the Company’s audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. The condensed consolidated financial statements include the accounts of SIC and its wholly owned subsidiary ASG, and its respective wholly-owned subsidiaries, and are presented in accordance with GAAP. The Company sold the operations of its formerly wholly-owned subsidiary RDS in a transaction that closed in June 2021. The results of RDS and its wholly-owned subsidiaries have been presented in discontinued operations in the accompanying consolidated financial statements. The accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2021. There have been no changes to our significant accounting policies described in our consolidated financial statements and related disclosures as of December 31, 2020 that have had a material impact on our condensed consolidated financial statements and related notes. There is no longer segment reporting presented under ASC 280 as only one operating segment remains as of June 30, 2021 due to the sale and discontinued operations of the RDS business. |
Financial Statement Reclassification | Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these financial statements to adjust amounts for reporting under continuing and discontinued operations (see Note 3 |
Earnings (Loss) per Share of Common Stock | Earnings (Loss) per Share of Common Stock Basic earnings (loss) per share for the three and six months ended June 30, 2021 and 2020, are computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted earnings per share for common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding plus the dilutive effect of restricted stock-based awards using the treasury stock method. The following table sets forth the computation of basic and diluted earnings/(loss) per share for the three and six months ended June 30, 2021 and 2020: Three Months Ended Three Months Ended (in thousands, except share and per share data) June 30, 2021 June 30, 2020 Net income (loss) from continuing operations $ 2,516 $ (250 ) Net income (loss) from discontinued operations 55,597 (2,929 ) Net income (loss) $ 58,113 $ (3,179 ) Weighted average shares of common stock outstanding: Basic common stock 25,591,118 25,328,649 Diluted common stock 27,172,043 25,328,649 Basic earnings (loss) per share of common stock Continuing operations $ 0.10 $ (0.01 ) Discontinued operations 2.17 (0.12 ) Net income (loss) $ 2.27 $ (0.13 ) Diluted earnings (loss) per share of common stock Continuing operations $ 0.09 $ (0.01 ) Discontinued operations 2.05 (0.12 ) Net income (loss) $ 2.14 $ (0.13 ) Six Months Ended Six Months Ended (in thousands, except share and per share data) June 30, 2021 June 30, 2020 Net income from continuing operations $ 3,336 $ 7 Net income (loss) from discontinued operations 52,972 (7,188 ) Net income (loss) $ 56,308 $ (7,181 ) Weighted average shares of common stock outstanding: Basic common stock 25,543,031 25,260,425 Diluted common stock 27,019,433 25,267,083 Basic earnings (loss) per share of common stock Continuing operations $ 0.13 $ 0.00 Discontinued operations 2.07 (0.28 ) Net income (loss) $ 2.20 $ (0.28 ) Diluted earnings (loss) per share of common stock Continuing operations $ 0.12 $ 0.00 Discontinued operations 1.96 (0.28 ) Net income (loss) $ 2.08 $ (0.28 ) Restricted stock awards outstanding totaling 2,067,202 were excluded from the computation of diluted earnings per share for the three months ended June 30, 2020, because the Company reported a net loss from continuing operations. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingencies, and reported revenues and expenses as of and for periods ended on the date of the consolidated financial statements. Actual results may vary materially from the estimates that were used. The Company’s significant accounting estimates include the determination of allowances for doubtful accounts, the lives and methods for recording depreciation and amortization on property and equipment, the fair value of reporting units and indefinite life intangible assets, deferred income taxes and the purchase price allocations used in the Company’s acquisitions. |
Restricted Cash | Restricted Cash At June 30, 2021, the Company had restricted cash of $5.0 million. The restricted cash is funds held in escrow related to the sale of the RDS business. See further discussion in Note 3 – Discontinued Operations |
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. At June 30, 2021 and December 31, 2020, 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. There were no transfers within Level 3 fair value measurements during the six months ended June 30, 2021. |
Intangible Assets | Intangible Assets Intangible assets consist of customer relationships, trade names and non-compete agreements. The Company considers all its intangible assets to have definite lives, and such intangible assets are being amortized on the straight-line method over the estimated useful lives of the respective assets or on an accelerated basis based on the expected cash flows generated by the existing customers as follows: Range of estimated useful lives Weighted average useful life Customer relationships 6 years – 10 years 10 years Trade names 5 years – 11 years 10 years Non-compete agreements Life of agreement 4 years |
Business Combinations | Business Combinations The Company records business combinations using the acquisition method of accounting. Under the acquisition method of accounting, identifiable assets acquired and liabilities assumed are recorded at their acquisition date fair values. The excess of the purchase price over the estimated fair value is recorded as goodwill. The measurement period remains open pending the completion of valuation procedures related to the acquired assets and assumed liabilities. Measurement period adjustments are reflected in the period in which they occur. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets, such as property and equipment and intangible assets, whenever events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable, or at least annually. The assessment for possible impairment is based on the Company’s ability to recover the carrying value of the asset or asset group from the expected future undiscounted cash flows of the related operations. If the aggregate of these cash flows is less than the carrying value of such assets, an impairment loss is recognized for the difference between the estimated fair value and the carrying value. The measurement of impairment requires management to estimate future cash flows and the fair value of long-lived assets. There were no impairment losses on long-lived assets for the six month period ended June 30, 2021 or the year ended December 31, 2020. |
Goodwill | Goodwill Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets, including intangible assets. Goodwill is tested annually for impairment as of December 31, and whenever events or circumstances arise that indicate impairment may have occurred. No events or circumstances occurred during the interim period ending June 30, 2021, that required interim testing of goodwill. |
Revenue Recognition | Revenue Recognition The Company’s revenue derived from the sale of imported granite, marble, and related items 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. 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 includes 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. Customer payments may be due in advance of contract work performed, at the time the performance obligation is completed, or with payment terms following performance completion of generally 30-60 days. |
Shipping and Handling Charges | Shipping and Handling Charges Fees charged to customers for shipping and handling of product are included in revenues. 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. |
Equity-based Compensation | Equity-based Compensation The Company accounts for equity-based awards by measuring the awards at the date of grant and recognizing the grant-date fair value as an expense using either straight-line or accelerated attribution, depending on the specific terms of the award agreements over the requisite service period, which is usually equivalent to the vesting period. See Note 12 |
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 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. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. 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 In November 2019, the FASB issued ASU 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates which delays the effective date of ASU 2016-13 until fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of the provisions of ASU 2016-13 on the presentation of its consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment 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) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings/(Loss) per Share | The following table sets forth the computation of basic and diluted earnings/(loss) per share for the three and six months ended June 30, 2021 and 2020: Three Months Ended Three Months Ended (in thousands, except share and per share data) June 30, 2021 June 30, 2020 Net income (loss) from continuing operations $ 2,516 $ (250 ) Net income (loss) from discontinued operations 55,597 (2,929 ) Net income (loss) $ 58,113 $ (3,179 ) Weighted average shares of common stock outstanding: Basic common stock 25,591,118 25,328,649 Diluted common stock 27,172,043 25,328,649 Basic earnings (loss) per share of common stock Continuing operations $ 0.10 $ (0.01 ) Discontinued operations 2.17 (0.12 ) Net income (loss) $ 2.27 $ (0.13 ) Diluted earnings (loss) per share of common stock Continuing operations $ 0.09 $ (0.01 ) Discontinued operations 2.05 (0.12 ) Net income (loss) $ 2.14 $ (0.13 ) Six Months Ended Six Months Ended (in thousands, except share and per share data) June 30, 2021 June 30, 2020 Net income from continuing operations $ 3,336 $ 7 Net income (loss) from discontinued operations 52,972 (7,188 ) Net income (loss) $ 56,308 $ (7,181 ) Weighted average shares of common stock outstanding: Basic common stock 25,543,031 25,260,425 Diluted common stock 27,019,433 25,267,083 Basic earnings (loss) per share of common stock Continuing operations $ 0.13 $ 0.00 Discontinued operations 2.07 (0.28 ) Net income (loss) $ 2.20 $ (0.28 ) Diluted earnings (loss) per share of common stock Continuing operations $ 0.12 $ 0.00 Discontinued operations 1.96 (0.28 ) Net income (loss) $ 2.08 $ (0.28 ) |
Schedule of Estimated Useful Lives Definite Lived Intangible Assets | The Company considers all its intangible assets to have definite lives, and such intangible assets are being amortized on the straight-line method over the estimated useful lives of the respective assets or on an accelerated basis based on the expected cash flows generated by the existing customers as follows: Range of estimated useful lives Weighted average useful life Customer relationships 6 years – 10 years 10 years Trade names 5 years – 11 years 10 years Non-compete agreements Life of agreement 4 years |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Schedule of RDS Business Assets and Liabilities, Results of Operations and Gain on Disposal | The following table presents the components of the RDS business assets and liabilities as of December 31, 2020: (in thousands) December 31, 2020 Cash $ 1,380 Accounts receivable 50,136 Inventories 14,817 Prepaid expenses and other current assets 15,060 Current assets of discontinued operations $ 81,393 Property and equipment, net $ 14,343 Goodwill 54,224 Customer relationships, net 28,068 Other intangible assets, net 10,696 Other assets 4,690 Non-current assets of discontinued operations $ 112,021 Accounts payable $ 21,386 Accrued expenses and other current liabilities 9,782 Customer deposits 3,055 Current portion of long-term debt 141 Current portion of capital lease obligations 2,461 Current liabilities of discontinued operations $ 36,825 Long-term capital lease obligations $ 3,633 Deferred income taxes 6,028 Other long-term liabilities 5,264 Non-current liabilities of discontinued operations $ 14,925 The following table presents the results of discontinued operations related to the RDS business and the gain on disposal: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 Revenue, net $ 90,270 $ 73,448 $ 170,681 $ 152,798 Cost of revenue 71,108 55,942 132,984 117,826 Gross profit 19,162 17,506 37,697 34,972 Selling, general and administrative expenses 19,905 17,499 40,069 37,008 Income (loss) from operations (743 ) 7 (2,372 ) (2,036 ) Interest expense 3,206 3,584 6,590 7,428 Other (income) expense, net (108 ) (34 ) 2,003 1,343 Loss from discontinued operations before income taxes (3,841 ) (3,543 ) (10,965 ) (10,807 ) Benefit from income taxes (642 ) (614 ) (5,141 ) (3,619 ) Loss from discontinued operations, net of tax (3,199 ) (2,929 ) (5,824 ) (7,188 ) Gain on disposal of discontinued operations before income taxes 63,107 — 63,107 — Provision for income taxes on gain on disposal 4,311 — 4,311 — Gain on disposal of discontinued operations net of income taxes 58,796 — 58,796 — Net income (loss) from discontinued operations $ 55,597 $ (2,929 ) $ 52,972 $ (7,188 ) Selling, general and administrative expenses of discontinued operations include certain corporate costs incurred directly related to the RDS business, including equity-based compensation expense for RDS employees and professional fees incurred directly in support of the RDS business. All other corporate costs are classified within the results of continuing operations. The sale of the RDS business required the Company to settle the outstanding balances on the line of credit (see Note 9 Note 10 Presentation of Financial Statements, The following table presents significant non-cash items and capital expenditures of discontinued operations: Six Months Ended June 30, (in thousands) 2021 2020 Depreciation and amortization $ 5,720 $ 5,787 Stock compensation expense $ 1,397 $ 486 Capital expenditures $ 1,099 $ 1,470 Acquisition of equipment and vehicles with long-term debt and capital leases $ 158 $ 596 The following table summarizes the gain on the disposal of the RDS business, which has been included in discontinued operations for the three and six months ended June 30, 2021: (in thousands) Proceeds from sale (a) $ 204,332 Less net assets of RDS Business (b) 139,407 Plus estimated net working capital adjustment 460 Gain on disposal before transaction costs paid by Company 65,385 Less transaction costs paid by Company 2,278 Gain on disposal of discontinued operations before income taxes 63,107 Provision for income taxes (4,311 ) Gain on disposal of discontinued operations, net of income taxes $ 58,796 (a) (b) |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Net Revenue Disaggregated by Product Category | The following table presents net revenue disaggregated by product category for the three and six months ended June 30, 2021 and 2020, respectively: (in thousands) For the Three Months Ended June 30, 2021 % For the Three Months Ended June 30, 2020 % Quartz $ 44,442 66 % $ 30,427 59 % Stone 18,950 29 % 15,898 31 % Tile 2,901 4 % 3,766 7 % Other 893 1 % 1,903 3 % $ 67,186 100 % $ 51,994 100 % (in thousands) For the Six Months Ended June 30, 2021 % For the Six Months Ended June 30, 2020 % Quartz $ 80,634 65 % $ 62,821 59 % Stone 34,648 28 % 32,720 30 % Tile 6,056 5 % 7,526 7 % Other 3,225 2 % 3,954 4 % $ 124,563 100 % $ 107,021 100 % |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory consisted of Raw Materials | Inventory consisted of raw materials as follows: (in thousands) June 30, 2021 December 31, 2020 Raw materials $ 90,988 $ 84,165 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at: (in thousands) June 30, 2021 December 31, 2020 Vehicles $ 5,011 $ 4,746 Machinery and equipment 2,652 2,582 Leasehold improvements 4,727 4,638 Furniture and fixtures 7,663 7,382 Computer equipment and internal-use software 1,889 1,763 Other 1,616 1,532 23,558 22,643 Less: accumulated depreciation and amortization (17,487 ) (15,930 ) Property and equipment, net $ 6,071 $ 6,713 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
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 as of June 30, 2021: (in thousands) Total Gross Carrying Amount Gross Carrying Amount Customer relationships $ 60,180 Trade names 7,740 Non-compete agreements 50 $ 67,970 (in thousands) Total Accumulated Amortization Accumulated Amortization Customer relationships $ (28,616 ) Trade names (3,555 ) Non-compete agreements (34 ) $ (32,205 ) (in thousands) Total Net Book Value Net Book Value Customer relationships $ 31,564 Trade names 4,185 Non-compete agreements 16 $ 35,765 The following table provides the gross carrying amount, accumulated amortization and net book value for each class of intangible assets as of December 31, 2020: (in thousands) Total Gross Carrying Amount Gross Carrying Amount Customer relationships $ 60,180 Trade names 7,740 Non-compete agreements 50 $ 67,970 (in thousands) Total Accumulated Amortization Accumulated Amortization Customer relationships $ (25,548 ) Trade names (3,139 ) Non-compete agreements (33 ) $ (28,720 ) (in thousands) Total Net Book Value Net Book Value Customer relationships $ 34,632 Trade names 4,601 Non-compete agreements 17 $ 39,250 |
Schedule of Estimated Annual Amortization Expense | The estimated annual amortization expense for the next five years and thereafter is as follows: (in thousands) 2021 Remaining $ 3,491 2022 6,964 2023 6,840 2024 6,563 2025 5,873 Thereafter 6,034 $ 35,765 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Purchases for Maintain Exclusive Rights | Using an estimated price per container based on the average price per container in 2020, the future minimum purchases to maintain the exclusive rights as of June 30, 2021 are as follows: (in thousands) Amount Remaining in 2021 $ 50,274 2022 102,186 2023 121,837 2024 145,419 2025 174,502 $ 594,218 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Restricted Stock | |
Summary of Restricted Stock Activity and Phantom Stock Activity | A summary of the Company’s restricted stock activity for the Plans for the six months ended June 30, 2021 is as follows: Nonvested Shares Outstanding Weighted Average Grant Date Fair Value Nonvested shares at January 1, 2021 1,447,419 $ 5.33 Granted 646,445 $ 9.23 Forfeited 302,699 $ 10.69 Vested 402,878 $ 7.80 Nonvested shares at June 30, 2021 1,388,287 $ 6.07 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Computation of Basic and Diluted Earnings/(Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accounting Policies [Abstract] | ||||
Net income (loss) from continuing operations | $ 2,516 | $ (250) | $ 3,336 | $ 7 |
Net income (loss) from discontinued operations | 55,597 | (2,929) | 52,972 | (7,188) |
Net income (loss) | $ 58,113 | $ (3,179) | $ 56,308 | $ (7,181) |
Weighted average shares of common stock outstanding: | ||||
Basic common stock | 25,591,118 | 25,328,649 | 25,543,031 | 25,260,425 |
Diluted common stock | 27,172,043 | 25,328,649 | 27,019,433 | 25,267,083 |
Basic earnings (loss) per share of common stock | ||||
Continuing operations | $ 0.10 | $ (0.01) | $ 0.13 | $ 0 |
Discontinued operations | 2.17 | (0.12) | 2.07 | (0.28) |
Net income (loss) | 2.27 | (0.13) | 2.20 | (0.28) |
Diluted earnings (loss) per share of common stock | ||||
Continuing operations | 0.09 | (0.01) | 0.12 | 0 |
Discontinued operations | 2.05 | (0.12) | 1.96 | (0.28) |
Net income (loss) | $ 2.14 | $ (0.13) | $ 2.08 | $ (0.28) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Restricted Cash | $ 5,000,000 | ||
Impairment losses on long-lived assets | 0 | $ 0 | |
Impairment charges on goodwill | $ 0 | ||
Revenue, performance obligation, description of payment terms | Customer payments may be due in advance of contract work performed, at the time the performance obligation is completed, or with payment terms following performance completion of generally 30-60 days. | ||
Level 3 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Fair value transfers between levels | $ 0 | ||
Restricted Stock | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 2,067,202 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives Definite Lived Intangible Assets (Details) | 6 Months Ended |
Jun. 30, 2021 | |
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 | 6 years |
Customer Relationships | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Range of estimated useful lives | 10 years |
Trade Names | |
Finite Lived Intangible Assets [Line Items] | |
Weighted average useful life | 10 years |
Trade Names | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Range of estimated useful lives | 5 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 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - Residential Design Services Business | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Cash consideration | $ 215,000,000 | $ 215,000,000 |
Provision for income taxes on gain on disposal | 4,311,000 | 4,311,000 |
Interior Logic Group Holdings IV, LLC | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Cash consideration | 215,000,000 | 215,000,000 |
Proceeds received from transaction | $ 5,000,000 | |
Settlement of working capital adjustments period | 75 days | |
Estimated pre-tax gain on divestiture | 63,100,000 | |
Provision for income taxes on gain on disposal | 4,310,000 | |
Remaining RDS business assets | 0 | $ 0 |
Remaining RDS business liabilities | $ 0 | $ 0 |
Discontinued Operations - Compo
Discontinued Operations - Components of RDS Business Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Cash | $ 1,380 | $ 872 | $ 3,932 |
Current assets of discontinued operations | 81,393 | ||
Non-current assets of discontinued operations | 112,021 | ||
Current liabilities of discontinued operations | 36,825 | ||
Non-current liabilities of discontinued operations | 14,925 | ||
Residential Design Services Business | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Cash | 1,380 | ||
Accounts receivable | 50,136 | ||
Inventories | 14,817 | ||
Prepaid expenses and other current assets | 15,060 | ||
Current assets of discontinued operations | 81,393 | ||
Property and equipment, net | 14,343 | ||
Goodwill | 54,224 | ||
Customer relationships, net | 28,068 | ||
Other intangible assets, net | 10,696 | ||
Other assets | 4,690 | ||
Non-current assets of discontinued operations | 112,021 | ||
Accounts payable | 21,386 | ||
Accrued expenses and other current liabilities | 9,782 | ||
Customer deposits | 3,055 | ||
Current portion of long-term debt | 141 | ||
Current portion of capital lease obligations | 2,461 | ||
Current liabilities of discontinued operations | 36,825 | ||
Long-term capital lease obligations | 3,633 | ||
Deferred income taxes | 6,028 | ||
Other long-term liabilities | 5,264 | ||
Non-current liabilities of discontinued operations | $ 14,925 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Discontinued Operations Related to RDS Business And Gain on Disposal (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Loss from discontinued operations, net of tax | $ (3,199) | $ (2,929) | $ (5,824) | $ (7,188) |
Gain on disposal of discontinued operations net of income taxes | 58,796 | 58,796 | ||
Net income (loss) from discontinued operations | 55,597 | (2,929) | 52,972 | (7,188) |
Residential Design Services Business | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Revenue, net | 90,270 | 73,448 | 170,681 | 152,798 |
Cost of revenue | 71,108 | 55,942 | 132,984 | 117,826 |
Gross profit | 19,162 | 17,506 | 37,697 | 34,972 |
Selling, general and administrative expenses | 19,905 | 17,499 | 40,069 | 37,008 |
Income (loss) from operations | (743) | 7 | (2,372) | (2,036) |
Interest expense | 3,206 | 3,584 | 6,590 | 7,428 |
Other (income) expense, net | (108) | (34) | 2,003 | 1,343 |
Loss from discontinued operations before income taxes | (3,841) | (3,543) | (10,965) | (10,807) |
Benefit from income taxes | (642) | (614) | (5,141) | (3,619) |
Loss from discontinued operations, net of tax | (3,199) | (2,929) | (5,824) | (7,188) |
Gain on disposal of discontinued operations before income taxes | 63,107 | 63,107 | ||
Provision for income taxes on gain on disposal | 4,311 | 4,311 | ||
Gain on disposal of discontinued operations net of income taxes | 58,796 | 58,796 | ||
Net income (loss) from discontinued operations | $ 55,597 | $ (2,929) | $ 52,972 | $ (7,188) |
Discontinued Operations - Sum_2
Discontinued Operations - Summary of Non-Cash Items and Capital Expenditures of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Depreciation and amortization | $ 1,400 | $ 1,500 | $ 2,900 | $ 2,900 |
Residential Design Services Business | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Depreciation and amortization | 5,720 | 5,787 | ||
Stock compensation expense | 1,397 | 486 | ||
Capital expenditures | 1,099 | 1,470 | ||
Acquisition of equipment and vehicles with long-term debt and capital leases | $ 158 | $ 596 |
Discontinued Operations - Sum_3
Discontinued Operations - Summary of Gain on the Disposal of the RDS Business (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Proceeds from the sale of the RDS business, net | $ 204,332 | |
Gain on disposal before transaction costs paid by Company | 65,385 | |
Gain on disposal of discontinued operations net of income taxes | $ 58,796 | 58,796 |
Residential Design Services Business | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Proceeds from the sale of the RDS business, net | 204,332 | 204,332 |
Less net assets of RDS Business | 139,407 | 139,407 |
Plus estimated net working capital adjustment | 460 | 460 |
Gain on disposal before transaction costs paid by Company | 65,385 | 65,385 |
Less transaction costs paid by Company | 2,278 | 2,278 |
Gain on disposal of discontinued operations before income taxes | 63,107 | 63,107 |
Provision for income taxes | (4,311) | (4,311) |
Gain on disposal of discontinued operations net of income taxes | $ 58,796 | $ 58,796 |
Discontinued Operations - Sum_4
Discontinued Operations - Summary of Gain on the Disposal of the RDS Business (Parenthetical) (Details) - Residential Design Services Business $ in Millions | Jun. 30, 2021USD ($) |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Cash consideration | $ 215 |
Net assets of RDS business, cash on hand | $ 2.9 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Revenue From Contract With Customer [Abstract] | ||
Customer deposits | $ 6,554 | $ 5,089 |
Revenue - Summary of Net Revenu
Revenue - Summary of Net Revenue Disaggregated by Product Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue, net | $ 67,186 | $ 51,994 | $ 124,563 | $ 107,021 |
Revenue Benchmark | Product Concentration Risk | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Quartz | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue, net | $ 44,442 | $ 30,427 | $ 80,634 | $ 62,821 |
Quartz | Revenue Benchmark | Product Concentration Risk | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration risk, percentage | 66.00% | 59.00% | 65.00% | 59.00% |
Stone | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue, net | $ 18,950 | $ 15,898 | $ 34,648 | $ 32,720 |
Stone | Revenue Benchmark | Product Concentration Risk | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration risk, percentage | 29.00% | 31.00% | 28.00% | 30.00% |
Tile | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue, net | $ 2,901 | $ 3,766 | $ 6,056 | $ 7,526 |
Tile | Revenue Benchmark | Product Concentration Risk | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration risk, percentage | 4.00% | 7.00% | 5.00% | 7.00% |
Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue, net | $ 893 | $ 1,903 | $ 3,225 | $ 3,954 |
Other | Revenue Benchmark | Product Concentration Risk | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration risk, percentage | 1.00% | 3.00% | 2.00% | 4.00% |
Concentrations, Risks and Unc_2
Concentrations, Risks and Uncertainties - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021USD ($)Customer | Jun. 30, 2020Customer | Jun. 30, 2021USD ($)Customer | Jun. 30, 2020Customer | Dec. 31, 2020Customer | |
Concentration Risk [Line Items] | |||||
Accounts are insured by the Federal Deposit Insurance Corporation | $ | $ 250 | $ 250 | |||
Revenues | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Number of customers | 0 | 0 | 0 | 0 | |
Concentration of risk, percentage | 10.00% | 10.00% | 10.00% | 10.00% | |
Accounts Receivable | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Number of customers | 0 | 0 | |||
Concentration of risk, percentage | 10.00% | 10.00% |
Inventories - Summary of Invent
Inventories - Summary of Inventory consisted of Raw Materials (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 90,988 | $ 84,165 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 23,558 | $ 22,643 |
Less: accumulated depreciation and amortization | (17,487) | (15,930) |
Property and equipment, net | 6,071 | 6,713 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 5,011 | 4,746 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,652 | 2,582 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 4,727 | 4,638 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 7,663 | 7,382 |
Computer Equipment and Internal-Use Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,889 | 1,763 |
Other | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1,616 | $ 1,532 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 0.8 | $ 1 | $ 1.7 | $ 2.1 |
Depreciation and amortization expense for discontinued operations | 1.4 | 1.5 | 2.9 | 2.9 |
Cost of Goods Sold | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | 0.3 | 0.5 | 0.6 | 1 |
General and Administrative Expense | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | $ 0.5 | $ 0.5 | $ 1.1 | $ 1.1 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Line Items] | |||||
Goodwill | $ 45,564 | $ 45,564 | $ 45,564 | ||
Continuing Operations | |||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||
Amortization expense on intangible assets | 1,700 | $ 1,700 | 3,500 | $ 3,500 | |
Discontinued Operations | |||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||
Amortization expense on intangible assets | $ 1,400 | $ 1,400 | $ 2,900 | $ 2,900 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Gross Carrying Amount, Accumulated Amortization and Net Book Value of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 67,970 | $ 67,970 |
Accumulated Amortization | (32,205) | (28,720) |
Net Book Value | 35,765 | 39,250 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 60,180 | 60,180 |
Accumulated Amortization | (28,616) | (25,548) |
Net Book Value | 31,564 | 34,632 |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,740 | 7,740 |
Accumulated Amortization | (3,555) | (3,139) |
Net Book Value | 4,185 | 4,601 |
Non-compete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 50 | 50 |
Accumulated Amortization | (34) | (33) |
Net Book Value | $ 16 | $ 17 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2021 Remaining | $ 3,491 | |
2022 | 6,964 | |
2023 | 6,840 | |
2024 | 6,563 | |
2025 | 5,873 | |
Thereafter | 6,034 | |
Amortization expense | $ 35,765 | $ 39,250 |
Line of Credit - Additional Inf
Line of Credit - Additional Information (Details) - SIC Line Of Credit - USD ($) | Jun. 30, 2021 | Jun. 28, 2018 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | 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 | |||||
Description of debt instrument variable rate basis | LIBOR based rate plus an applicable margin varying from one hundred twenty five basis points (1.25%) to one hundred seventy five basis points (1.75%) based on the borrowers’ average daily availability determined quarterly, or a base rate (determined as the greatest of the Prime rate, the Federal Funds rate plus a fifty basis point (0.50%) margin, or the LIBOR rate with a 30 day interest period plus a two hundred basis point (2.00%) margin) plus an applicable margin varying from twenty five basis points (0.25%) to seventy five basis points (0.75%) based on the borrowers’ average daily availability determined quarterly. | |||||
Increase in floating interest rate, basis points | 2.00% | |||||
Weighted average interest rate | 1.80% | 1.74% | ||||
Line of credit maturity date | Jun. 28, 2024 | |||||
Line of credit, outstanding amount | $ 0 | $ 0 | $ 0 | $ 9,900,000 | ||
Amount of outstanding letters of credit | 600,000 | 600,000 | 600,000 | |||
Debt issuance costs | 600,000 | |||||
Unamortized debt issuance costs related to the RDS and ASG credit agreement | $ 300,000 | 300,000 | 300,000 | $ 200,000 | ||
Maximum | ||||||
Line Of Credit Facility [Line Items] | ||||||
Non-cash interest expense | $ 100,000 | $ 100,000 | ||||
LIBOR | ||||||
Line Of Credit Facility [Line Items] | ||||||
Debt instrument margin basis point | 2.00% | |||||
LIBOR | Minimum | ||||||
Line Of Credit Facility [Line Items] | ||||||
Debt instrument margin basis point | 1.25% | |||||
LIBOR | Maximum | ||||||
Line Of Credit Facility [Line Items] | ||||||
Debt instrument margin basis point | 1.75% | |||||
Federal Funds Rate | ||||||
Line Of Credit Facility [Line Items] | ||||||
Debt instrument margin basis point | 0.50% | |||||
LIBOR with 30 Day Interest Period | Minimum | ||||||
Line Of Credit Facility [Line Items] | ||||||
Debt instrument margin basis point | 0.25% | |||||
LIBOR with 30 Day Interest Period | Maximum | ||||||
Line Of Credit Facility [Line Items] | ||||||
Debt instrument margin basis point | 0.75% |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Apr. 08, 2020 | Dec. 31, 2018 | Aug. 31, 2018 | Feb. 28, 2017 | |
Debt Instrument [Line Items] | |||||||||||
Loss on extinguishment of debt | $ 2,385,000 | $ 2,385,000 | |||||||||
February 2017, ASG financing agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 174,200,000 | $ 101,400,000 | $ 105,000,000 | ||||||||
Debt instrument leverage ratio | 3.75% | 3.90% | 3.90% | 3.90% | 3.90% | ||||||
Outstanding on loan | 0 | $ 152,800,000 | 0 | ||||||||
Loss on extinguishment of debt | $ 2,400,000 | $ 2,400,000 | |||||||||
February 2017, ASG financing agreement | Prime Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, interest rate | 3.50% | 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 | Minimum | Leverage Ratio Greater Than 2.40 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument leverage ratio | 2.40% | ||||||||||
February 2017, ASG financing agreement | Maximum | Leverage Ratio Less Than 2.40 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument leverage ratio | 2.40% | ||||||||||
Term Loan | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument leverage ratio | 3.75% | ||||||||||
Financial covenant availability | $ 35,000,000 | ||||||||||
Term Loan | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument leverage ratio | 4.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021USD ($)Facility | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)FacilityStateContainer | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)Container | |
Lessor Lease Description [Line Items] | |||||
Acquisition cost included in PP&E related to capital leases | $ 6,071,000 | $ 6,071,000 | $ 6,713,000 | ||
Accumulated amortization related to capital leases | 17,487,000 | $ 17,487,000 | 15,930,000 | ||
Long-term non-cancelable operating lease agreements expiration month and year | 2022-10 | ||||
Aggregate deferred rent | 1,300,000 | $ 1,300,000 | $ 1,400,000 | ||
Aggregate rent expense | 3,300,000 | $ 3,400,000 | 6,500,000 | $ 6,600,000 | |
Aggregate general liability | 2,000,000 | 2,000,000 | |||
General liability retention limit per occurrence | $ 1,000,000 | $ 1,000,000 | |||
Maximum purchase volume | Container | 540 | ||||
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 | 1 | |||
Minimum purchase volume | Container | 480 | ||||
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 | 6 years | ||||
Acquisition cost included in PP&E related to capital leases | $ 2,500,000 | $ 2,500,000 | $ 2,100,000 | ||
Accumulated amortization related to capital leases | 500,000 | 500,000 | $ 300,000 | ||
Amortization expense of capital leases | $ 100,000 | $ 100,000 | $ 200,000 | $ 100,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Purchases for Maintain Exclusive Rights (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Remaining in 2021 | $ 50,274 |
2022 | 102,186 |
2023 | 121,837 |
2024 | 145,419 |
2025 | 174,502 |
Future minimum purchase | $ 594,218 |
Stock Compensation - Additional
Stock Compensation - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021USD ($)shares | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2021USD ($)Dayshares | Jun. 30, 2020USD ($) | Dec. 31, 2020shares | Mar. 26, 2019shares | Nov. 22, 2017shares | |
Restricted Stock Unit Awards | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Incentive stock options granted pursuant terms | The performance condition was achievement of a 2021 earnings target and the level of achievement of the earnings target would determine the number of shares to 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, with the remainder being cancelled during the fourth quarter of 2020. | |||||||
Reversal of stock compensation expense | $ | $ 1,600,000 | |||||||
Total remaining stock-based compensation expense for nonvested stock | $ | $ 10,400,000 | $ 10,400,000 | ||||||
Total remaining stock-based compensation expense for nonvested stock, excepted weighted average remaining recognition period | 2 years 9 months 18 days | |||||||
Restricted Stock Unit Awards | Continuing Operations | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Total stock-based compensation expense | $ | 1,100,000 | $ 900,000 | $ 2,200,000 | $ 100,000 | ||||
Restricted Stock Unit Awards | Discontinued Operations | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Total stock-based compensation expense | $ | $ 1,300,000 | 400,000 | $ 1,400,000 | 500,000 | ||||
Time-based Restricted Stock Units | Chief Executive Officers | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares of common stock granted | 675,000 | |||||||
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. | |||||||
Performance-based Restricted Stock Units | Chief Executive Officers | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares of common stock granted | 675,000 | |||||||
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 | |||||||
Inducement Awards | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share based compensation, common stock outstanding | 1,071,875 | 1,071,875 | 1,350,000 | |||||
Phantom Stock Outstanding | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares outstanding | 0 | 0 | 0 | |||||
Phantom Stock Outstanding | Maximum | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Total stock-based compensation expense | $ | $ 10,000 | $ 10,000 | ||||||
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 | 1,249,842 | 1,249,842 | ||||||
Common stock reserved and available for future awards | 120,616 | 120,616 | ||||||
2017 Plan | Restricted Stock Unit Awards | Executives and Key Employees | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares of common stock granted | 646,445 | |||||||
2019 Long-Term Incentive Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Maximum aggregate number of shares issuable | 1,700,000 | |||||||
Share based compensation, common stock outstanding | 138,445 | 138,445 | ||||||
Common stock reserved and available for future awards | 1,561,555 | 1,561,555 | ||||||
The Plans | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock options granted | 0 |
Stock Compensation - Summary of
Stock Compensation - Summary of Restricted Stock Activity for the Plans (Details) - The Plans - Restricted Stock | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Nonvested Shares Outstanding | |
Nonvested shares, Beginning Balance | shares | 1,447,419 |
Granted | shares | 646,445 |
Forfeited | shares | 302,699 |
Vested | shares | 402,878 |
Nonvested shares, Ending Balance | shares | 1,388,287 |
Weighted Average Grant Date Fair Value | |
Nonvested shares, Beginning Balance | $ / shares | $ 5.33 |
Granted | $ / shares | 9.23 |
Forfeited | $ / shares | 10.69 |
Vested | $ / shares | 7.80 |
Nonvested shares, Ending Balance | $ / shares | $ 6.07 |
Provision for Income Taxes - Ad
Provision for Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | (11.91%) | 109.96% |
Pre tax earnings | $ 3.8 | $ 0.1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Aggregate rent expense | $ 3,300,000 | $ 3,400,000 | $ 6,500,000 | $ 6,600,000 | |
521 Digiulian Boulevard, LLC | ASG | Facility Rent | |||||
Related Party Transaction [Line Items] | |||||
Aggregate rent expense | 40,000 | $ 30,000 | 70,000 | $ 60,000 | |
Related party unpaid amount | $ 0 | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event - Sun Capital Partners, Inc $ / shares in Units, $ in Millions | Aug. 08, 2021USD ($)$ / shares |
Subsequent Event [Line Items] | |
Cash consideration paid | $ | $ 411 |
Business acquisition, share price | $ / shares | $ 14.50 |