IBP(IBP) - 2024 Q1 - Quarterly Report

PART I – FINANCIAL INFORMATION This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations and comprehensive income, statements of stockholders' equity, and statements of cash flows, along with detailed notes explaining the company's organization, accounting policies, revenue recognition, debt, leases, and other financial details for the three months ended March 31, 2024 and 2023 Condensed Consolidated Balance Sheets (Unaudited) This section presents the company's unaudited condensed consolidated balance sheets as of March 31, 2024, and December 31, 2023 Condensed Consolidated Balance Sheets (in millions) | ASSETS (in millions) | March 31, 2024 | December 31, 2023 | | :------------------- | :------------- | :---------------- | | Cash and cash equivalents | $399.9 | $386.5 | | Accounts receivable | $425.5 | $423.3 | | Inventories | $171.1 | $162.8 | | Total current assets | $1,079.2 | $1,070.0 | | Total assets | $2,003.2 | $1,981.3 | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | | Total current liabilities | $339.7 | $346.4 | | Long-term debt | $843.4 | $835.1 | | Total liabilities | $1,324.0 | $1,311.0 | | Total stockholders' equity | $679.2 | $670.3 | | Total liabilities and stockholders' equity | $2,003.2 | $1,981.3 | Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) This section details the company's unaudited condensed consolidated statements of operations and comprehensive income for the three months ended March 31, 2024 and 2023 Condensed Consolidated Statements of Operations and Comprehensive Income (in millions, except per share) | (in millions, except per share) | Three months ended March 31, 2024 | Three months ended March 31, 2023 | | :------------------------------ | :-------------------------------- | :-------------------------------- | | Net revenue | $692.9 | $659.3 | | Gross profit | $234.5 | $210.4 | | Operating income | $87.9 | $76.9 | | Net income | $55.9 | $49.3 | | Comprehensive income | $60.6 | $43.0 | | Basic EPS | $1.98 | $1.76 | | Diluted EPS | $1.97 | $1.74 | | Cash dividends declared per share | $1.95 | $1.23 | - Net revenue increased by $33.6 million (5.1%) and gross profit increased by $24.1 million (11.5%) for the three months ended March 31, 2024, compared to the same period in 2023[14][120] Condensed Consolidated Statements of Stockholders' Equity (Unaudited) This section outlines the company's unaudited condensed consolidated statements of stockholders' equity for the three months ended March 31, 2024 Condensed Consolidated Statements of Stockholders' Equity (in millions) | (in millions) | Balance - January 1, 2024 | Net Income | Dividends Declared | Other Comprehensive Income | Balance - March 31, 2024 | | :------------ | :------------------------ | :--------- | :----------------- | :------------------------- | :----------------------- | | Common Stock | $0.3 | | | | $0.3 | | Additional Paid In Capital | $244.7 | | | | $248.7 | | Retained Earnings | $693.8 | $55.9 | $(55.5) | | $694.2 | | Treasury Stock | $(302.2) | | | | $(302.4) | | Accumulated Other Comprehensive Income | $33.7 | | | $4.7 | $38.4 | | Total Stockholders' Equity | $670.3 | $55.9 | $(55.5) | $4.7 | $679.2 | - Total stockholders' equity increased from $670.3 million at January 1, 2024, to $679.2 million at March 31, 2024, driven by net income and other comprehensive income, partially offset by dividends declared[17] Condensed Consolidated Statements of Cash Flows (Unaudited) This section presents the company's unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2024 and 2023 Condensed Consolidated Statements of Cash Flows (in millions) | (in millions) | Three months ended March 31, 2024 | Three months ended March 31, 2023 | | :------------------------------ | :-------------------------------- | :-------------------------------- | | Net cash provided by operating activities | $84.8 | $73.8 | | Net cash used in investing activities | $(21.1) | $(47.6) | | Net cash used in financing activities | $(50.3) | $(37.1) | | Net change in cash and cash equivalents | $13.4 | $(10.9) | | Cash and cash equivalents at end of period | $399.9 | $218.7 | - Net cash provided by operating activities increased by $11.0 million (14.9%) year-over-year, while net cash used in investing activities decreased by $26.5 million, primarily due to less spending on acquisitions[155][157] - Net cash used in financing activities increased by $13.2 million, mainly due to higher dividend payments and debt issuance costs, partially offset by net proceeds from the New Term Loan[159] NOTE 1 - ORGANIZATION This note describes the company's primary business activities and operational footprint - Installed Building Products (IBP) primarily installs insulation, waterproofing, fire-stopping, fireproofing, garage doors, rain gutters, window blinds, shower doors, closet shelving, and mirrors for residential and commercial builders[24] - The company operates in over 250 locations across the continental United States, with the Installation segment representing the vast majority of sales[24][25] NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES This note outlines the significant accounting policies used in preparing the financial statements and recent accounting pronouncements - The financial statements are prepared in accordance with U.S. GAAP, with certain disclosures omitted for interim reporting[27] - ASU 2023-01 (Leases) was adopted, requiring amortization of leasehold improvements for common control leases over useful life, with no material effect[31] - ASU 2023-07 (Segment Reporting) and ASU 2023-09 (Income Taxes) are not yet adopted but are being evaluated; no material impact is anticipated for segment reporting[32] NOTE 3 - REVENUE RECOGNITION This note provides disaggregated revenue information by end market and product, along with details on contract assets and liabilities Net Revenue Disaggregated by End Market (in millions) | End Market | Three months ended March 31, 2024 | % of Total | Three months ended March 31, 2023 | % of Total | | :------------------------ | :-------------------------------- | :--------- | :-------------------------------- | :--------- | | Residential new construction | $502.8 | 73% | $475.1 | 72% | | Repair and remodel | $40.1 | 6% | $37.7 | 6% | | Commercial | $113.0 | 16% | $109.9 | 16% | | Net revenue, Installation | $655.9 | 95% | $622.7 | 94% | | Other | $37.0 | 5% | $36.6 | 6% | | Net revenue, as reported | $692.9 | 100% | $659.3 | 100% | Net Revenue Disaggregated by Product (in millions) | Product | Three months ended March 31, 2024 | % of Total | Three months ended March 31, 2023 | % of Total | | :------------------------ | :-------------------------------- | :--------- | :-------------------------------- | :--------- | | Insulation | $427.9 | 62% | $394.0 | 60% | | Shower doors, shelving and mirrors | $48.9 | 7% | $45.5 | 7% | | Garage doors | $42.7 | 6% | $43.3 | 7% | | Waterproofing | $30.7 | 4% | $29.9 | 4% | | Rain gutters | $27.4 | 4% | $27.8 | 4% | | Fireproofing/firestopping | $20.7 | 3% | $15.2 | 2% | | Window blinds | $17.0 | 3% | $15.9 | 2% | | Other building products | $40.6 | 6% | $51.1 | 8% | | Net revenue, Installation | $655.9 | 95% | $622.7 | 94% | | Other | $37.0 | 5% | $36.6 | 6% | | Net revenue, as reported | $692.9 | 100% | $659.3 | 100% | Contract Assets and Liabilities (in millions) | Item | March 31, 2024 | December 31, 2023 | | :---------------- | :------------- | :---------------- | | Contract assets | $35.3 | $31.7 | | Contract liabilities | $(19.1) | $(19.0) | - The aggregate transaction price allocated to remaining uncompleted contracts was $115.9 million as of March 31, 2024, expected to be recognized over the next 18 months[37] NOTE 4 - CREDIT LOSSES This note details changes in the allowance for credit losses during the period Changes in Allowance for Credit Losses (in millions) | Item | Amount | | :-------------------------- | :----- | | Balance as of January 1, 2024 | $11.2 | | Current period provision | $1.4 | | Recoveries collected and additions | $0.2 | | Amounts written off | $(1.7) | | Balance as of March 31, 2024 | $11.1 | NOTE 5 - CASH AND CASH EQUIVALENTS This note provides details on the composition of cash and cash equivalents - Cash and cash equivalents include highly liquid instruments with maturities of three months or less, totaling $367.5 million at March 31, 2024, up from $344.8 million at December 31, 2023[39] NOTE 6 - GOODWILL AND INTANGIBLES This note presents information on goodwill by reporting segment and the net book value and amortization of intangible assets Goodwill by Reporting Segment (in millions) | Segment | January 1, 2024 | Business Combinations | Other Adjustments | March 31, 2024 | | :---------- | :-------------- | :-------------------- | :---------------- | :------------- | | Installation | $375.2 | $1.5 | $0.1 | $376.8 | | Other | $93.6 | — | — | $93.6 | | Consolidated | $468.8 | $1.5 | $0.1 | $470.4 | | Accumulated impairment losses | $(70.0) | — | — | $(70.0) | | Goodwill (net) | $398.8 | | | $400.4 | Intangibles, Net (in millions) | Intangible Class | Gross Carrying Amount (Mar 31, 2024) | Accumulated Amortization (Mar 31, 2024) | Net Book Value (Mar 31, 2024) | Gross Carrying Amount (Dec 31, 2023) | Accumulated Amortization (Dec 31, 2023) | Net Book Value (Dec 31, 2023) | | :----------------------- | :----------------------------------- | :-------------------------------------- | :---------------------------- | :----------------------------------- | :-------------------------------------- | :---------------------------- | | Customer relationships | $359.1 | $185.4 | $173.7 | $357.4 | $177.8 | $179.6 | | Covenants not-to-compete | $32.3 | $24.6 | $7.7 | $32.1 | $23.7 | $8.4 | | Trademarks and tradenames | $128.6 | $49.5 | $79.1 | $128.0 | $47.4 | $80.6 | | Backlog | $21.6 | $21.6 | — | $21.6 | $21.5 | $0.1 | | Total Amortized Intangibles | $541.6 | $281.1 | $260.5 | $539.1 | $270.4 | $268.7 | Remaining Estimated Aggregate Annual Amortization Expense (in millions) | Fiscal Year Ended | Amount | | :---------------- | :----- | | Remainder of 2024 | $30.7 | | 2025 | $35.6 | | 2026 | $31.6 | | 2027 | $27.3 | | 2028 | $23.9 | | Thereafter | $111.4 | NOTE 7 - LONG-TERM DEBT This note details the composition of the company's long-term debt, including recent refinancing activities Long-Term Debt Composition (in millions) | Debt Type | March 31, 2024 | December 31, 2023 | | :------------------------------------------------ | :------------- | :---------------- | | Senior Notes due 2028, net | $297.7 | $297.5 | | Term loan, net | $495.4 | $485.6 | | Vehicle and equipment notes | $80.7 | $83.0 | | Note payable | $1.2 | $1.2 | | Total | $875.0 | $867.3 | | Less: current maturities | $(31.6) | $(32.2) | | Long-term debt, less current maturities | $843.4 | $835.1 | - In March 2024, the company entered into Amendment No. 3 to its Term Loan Credit Agreement, issuing a new $500.0 million term loan maturing March 28, 2031, to refinance the existing term loan, pay fees, and increase working capital[47] - The New Term Loan has no financial maintenance covenants, a reduced floor of 0.00%, and bears interest at Term SOFR plus 2.00% or an alternative base rate plus 1.00%[47] - The company wrote off $1.1 million in previously capitalized loan costs and expensed $3.0 million in non-capitalizable loan costs during Q1 2024 due to the refinancing[48] NOTE 8 - LEASES This note provides information on the company's lease-related assets, liabilities, and associated costs Lease-Related Assets and Liabilities (in millions) | Item | March 31, 2024 | December 31, 2023 | | :-------------------------------- | :------------- | :---------------- | | Operating lease right-of-use assets | $79.3 | $78.1 | | Property and equipment, net (Finance) | $9.5 | $9.1 | | Total lease assets | $88.8 | $87.2 | | Current maturities of operating lease obligations | $28.4 | $28.3 | | Current maturities of finance lease obligations | $2.8 | $2.7 | | Operating lease obligations | $51.0 | $49.9 | | Finance lease obligations | $6.9 | $6.6 | | Total lease liabilities | $89.1 | $87.5 | Weighted-Average Lease Terms and Discount Rates | Lease Type | March 31, 2024 | December 31, 2023 | | :-------------------------- | :------------- | :---------------- | | Operating leases (term) | 3.5 years | 3.6 years | | Finance leases (term) | 3.5 years | 3.5 years | | Operating leases (discount rate) | 5.37% | 5.23% | | Finance leases (discount rate) | 7.43% | 6.91% | Total Lease Costs (in millions) | Lease Cost Type | Three months ended March 31, 2024 | Three months ended March 31, 2023 | | :------------------------ | :-------------------------------- | :-------------------------------- | | Operating lease cost | $10.3 | $9.2 | | Amortization of leased assets (Finance) | $1.0 | $1.0 | | Interest on finance lease obligations | $0.2 | $0.1 | | Total lease costs | $11.5 | $10.3 | NOTE 9 - FAIR VALUE MEASUREMENTS This note presents the fair values of financial assets and liabilities, categorized by valuation input levels Fair Values of Financial Assets and Liabilities (in millions) | Item | Total (Mar 31, 2024) | Level 1 (Mar 31, 2024) | Level 2 (Mar 31, 2024) | Level 3 (Mar 31, 2024) | Total (Dec 31, 2023) | Level 1 (Dec 31, 2023) | Level 2 (Dec 31, 2023) | Level 3 (Dec 31, 2023) | | :------------------------ | :------------------- | :--------------------- | :--------------------- | :--------------------- | :------------------- | :--------------------- | :--------------------- | :--------------------- | | Financial assets: | | | | | | | | | | Cash equivalents | $367.5 | $367.5 | — | — | $344.8 | $344.8 | — | — | | Derivative financial instruments | $30.2 | — | $30.2 | — | $24.9 | — | $24.9 | — | | Total financial assets | $397.7 | $367.5 | $30.2 | — | $369.7 | $344.8 | $24.9 | — | | Financial liabilities: | | | | | | | | | | Contingent consideration | $0.7 | — | — | $0.7 | $0.4 | — | — | $0.4 | - The fair value of the Senior Notes (Level 2) was $293.1 million at March 31, 2024, compared to a carrying value of $300.0 million[64] NOTE 10 - INFORMATION ON SEGMENTS This note provides financial information disaggregated by the company's operating segments - The company has three operating segments: Installation (reportable segment), Distribution, and Manufacturing (combined into 'Other')[66][68] Segment Information (in millions) | Segment | Revenue (Mar 31, 2024) | Cost of Sales (Mar 31, 2024) | Segment Gross Profit (Mar 31, 2024) | Segment Gross Profit % (Mar 31, 2024) | Revenue (Mar 31, 2023) | Cost of Sales (Mar 31, 2023) | Segment Gross Profit (Mar 31, 2023) | Segment Gross Profit % (Mar 31, 2023) | | :---------- | :--------------------- | :--------------------------- | :---------------------------------- | :------------------------------------ | :--------------------- | :--------------------------- | :---------------------------------- | :------------------------------------ | | Installation | $655.9 | $419.3 | $236.6 | 36.1% | $622.7 | $410.4 | $212.3 | 34.1% | | Other | $40.3 | $28.5 | $11.8 | 29.3% | $38.7 | $28.5 | $10.2 | 26.5% | | Eliminations | $(3.3) | $(2.3) | $(1.0) | 29.4% | $(2.1) | $(1.8) | $(0.3) | 18.1% | | Consolidated | $692.9 | $445.5 | $247.4 | 35.7% | $659.3 | $437.1 | $222.2 | 33.7% | Reconciliation to Income Before Income Taxes (in millions) | Item | Three months ended March 31, 2024 | Three months ended March 31, 2023 | | :------------------------------ | :-------------------------------- | :-------------------------------- | | Segment gross profit - consolidated | $247.4 | $222.2 | | Depreciation and amortization | $12.9 | $11.8 | | Gross profit, as reported | $234.5 | $210.4 | | Operating expenses | $146.6 | $133.5 | | Operating income | $87.9 | $76.9 | | Other expense, net | $11.5 | $9.5 | | Income before income taxes | $76.4 | $67.4 | NOTE 11 - DERIVATIVES AND HEDGING ACTIVITIES This note describes the company's use of interest rate swaps to hedge variable cash flows and their financial impact - The company uses interest rate swaps to hedge variable cash flows on its variable-rate debt, with $400.0 million of the Term Loan hedged through December 14, 2028[72][73] Interest Rate Swap Derivatives (Notional Amount in millions) | Effective Date | Notional Amount | Fixed Rate | Maturity Date | | :------------- | :-------------- | :--------- | :------------ | | April 28, 2023 | $200.0 | 0.46% | December 31, 2025 | | April 28, 2023 | $100.0 | 1.32% | December 31, 2025 | | April 28, 2023 | $100.0 | 1.32% | December 31, 2025 | | December 31, 2025 | $300.0 | 3.06% | December 14, 2028 | | December 31, 2025 | $100.0 | 2.93% | December 14, 2028 | Amounts Recorded to Interest Expense, Net (in millions) | Item | Three months ended March 31, 2024 | Three months ended March 31, 2023 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | (Benefit) associated with swap net settlements | $(4.5) | $(3.6) | | Expense associated with amortization of amended/terminated swaps | $1.1 | $1.1 | NOTE 12 - STOCKHOLDERS' EQUITY This note details changes in stockholders' equity, including accumulated other comprehensive income and dividend declarations Change in Accumulated Other Comprehensive Income (in millions) | Item | Three months ended March 31, 2024 | Three months ended March 31, 2023 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Accumulated gain at beginning of period | $33.7 | $40.6 | | Unrealized gain (loss) in fair value of interest rate derivatives | $3.9 | $(7.1) | | Reclassifications of realized net losses to earnings | $0.8 | $0.8 | | Accumulated gain at end of period | $38.4 | $34.3 | - A new stock repurchase program was authorized on February 22, 2024, allowing for the repurchase of up to $300.0 million of common stock through March 1, 2025, replacing the previous program[81][190] Cash Dividends Declared and Paid (in millions) | Declaration Date | Payment Date | Dividend Per Share | Amount Declared (2024) | Amount Paid (2024) | Amount Declared (2023) | Amount Paid (2023) | | :--------------- | :----------- | :----------------- | :--------------------- | :----------------- | :--------------------- | :----------------- | | 2/22/2024 | 3/31/2024 | $1.60 | $45.5 | $45.1 | | | | 2/22/2024 | 3/31/2024 | $0.35 | $10.0 | $9.8 | | | | 2/22/2023 | 3/31/2023 | $0.90 | | | $25.5 | $25.3 | | 2/22/2023 | 3/31/2023 | $0.33 | | | $9.4 | $9.2 | NOTE 13 - EMPLOYEE BENEFITS This note provides information on employee benefit expenses and share-based compensation Employee Benefit Expenses (in millions) | Benefit Type | Three months ended March 31, 2024 | Three months ended March 31, 2023 | | :-------------------- | :-------------------------------- | :-------------------------------- | | Healthcare benefit expense | $8.4 | $7.4 | | Workers' compensation expense | $5.8 | $5.8 | | 401(k) plan expenses | $1.0 | $0.9 | Workers' Compensation Reserves (in millions) | Item | March 31, 2024 | December 31, 2023 | | :-------------------------- | :------------- | :---------------- | | Included in other current liabilities | $8.6 | $9.5 | | Included in other long-term liabilities | $21.0 | $17.0 | | Total | $29.6 | $26.5 | Share-Based Compensation Expense by Award Type (in millions) | Award Type | Three months ended March 31, 2024 | Three months ended March 31, 2023 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Common Stock Awards | $1.2 | $1.4 | | Non-Employee Common Stock Awards | $0.2 | $0.1 | | Performance-Based Stock Awards | $1.9 | $1.6 | | Liability Performance-Based Stock Awards | $0.4 | — | | Performance-Based Restricted Stock Units | $0.4 | $0.3 | | Total | $4.1 | $3.4 | Unrecognized Share-Based Compensation Expense (in millions) | Award Type | Unrecognized Compensation Expense | Weighted Average Remaining Vesting Period | | :-------------------------------- | :-------------------------------- | :---------------------------------------- | | Common Stock Awards | $6.7 | 1.6 years | | Performance-Based Stock Awards | $12.3 | 2.1 years | | Performance-Based Restricted Stock Units | $0.1 | 0.1 years | | Total | $19.1 | | NOTE 14 - INCOME TAXES This note presents the company's income tax provision and effective tax rates Income Tax Provision and Effective Tax Rates (in millions) | Item | Three months ended March 31, 2024 | Three months ended March 31, 2023 | | :-------------------- | :-------------------------------- | :-------------------------------- | | Income tax provision | $20.5 | $18.1 | | Effective tax rate | 26.8% | 26.8% | - The effective tax rate for both periods was unfavorably impacted by certain non-deductible expenses[99] NOTE 15 - RELATED PARTY TRANSACTIONS This note details transactions and balances with related parties Related Party Transactions (in millions) | Transaction Type | Three months ended March 31, 2024 | Three months ended March 31, 2023 | | :----------------- | :-------------------------------- | :-------------------------------- | | Sales | $5.0 | $4.0 | | Purchases | $0.6 | $0.7 | | Rent | $0.3 | $0.4 | - Related party accounts receivable totaled $1.7 million at March 31, 2024, with M/I Homes, Inc. accounting for $1.5 million[101] NOTE 16 - COMMITMENTS AND CONTINGENCIES This note outlines the company's accrued general liability, auto insurance reserves, and significant purchase obligations Accrued General Liability and Auto Insurance Reserves (in millions) | Item | March 31, 2024 | December 31, 2023 | | :-------------------------------- | :------------- | :---------------- | | Included in other current liabilities | $8.4 | $9.1 | | Included in other long-term liabilities | $20.1 | $16.3 | | Total | $28.5 | $25.4 | - The company has a supply agreement with a purchase obligation of 14.4 million pounds for the period ending March 31, 2025, and 17.3 million pounds for the period ending March 31, 2026[104] NOTE 17 - BUSINESS COMBINATIONS This note summarizes recent acquisition activities and their financial impact - During Q1 2024, the company completed one business combination and one insignificant tuck-in acquisition, compared to two business combinations in Q1 2023 (largest being Anchor Insulation Co., Inc.)[105] Summary of Acquisitions (in millions) | Acquisition | Date | Type | Cash Paid | Seller Obligations | Total Purchase Price | Revenue (since acquisition) | Net Income (since acquisition) | | :---------- | :--- | :--- | :-------- | :----------------- | :------------------- | :-------------------------- | :----------------------------- | | 2024 Acquisitions: | | | | | | | | | Other | 3/4/2024 | Asset | $4.1 | $0.6 | $4.7 | $0.4 | $0.0 | | 2023 Acquisitions: | | | | | | | | | Anchor | 3/12/2023 | Share | $35.9 | $2.7 | $38.6 | $2.2 | $0.1 | | Other | 2/13/2023 | Asset | $2.1 | $0.1 | $2.2 | $0.4 | $0.0 | | Total 2023 | | | $38.0 | $2.8 | $40.8 | $2.6 | $0.1 | Estimates of Acquired Intangible Assets (in millions) | Acquired Intangible Assets | Estimated Fair Value (2024) | Weighted Average Estimated Useful Life (yrs.) (2024) | Estimated Fair Value (2023) | Weighted Average Estimated Useful Life (yrs.) (2023) | | :------------------------- | :-------------------------- | :--------------------------------------------------- | :-------------------------- | :--------------------------------------------------- | | Customer relationships | $1.2 | 1.7 | $11.0 | 12 | | Trademarks and tradenames | $0.6 | 15 | $5.4 | 15 | | Non-competition agreements | $0.2 | 5 | $0.3 | 5 | | Backlog | — | 0 | $0.8 | 1 | Unaudited Pro Forma Information (in millions, except per share data) | Item | Three months ended March 31, 2024 | Three months ended March 31, 2023 | | :---------------------- | :-------------------------------- | :-------------------------------- | | Net revenue | $693.6 | $677.3 | | Net income | $55.9 | $50.0 | | Basic net income per share | $1.98 | $1.78 | | Diluted net income per share | $1.97 | $1.77 | NOTE 18 - INCOME PER COMMON SHARE This note provides basic and diluted earnings per common share information - Basic EPS was $1.98 and diluted EPS was $1.97 for the three months ended March 31, 2024[14] - The dilutive effect of outstanding restricted stock awards was approximately 214 thousand shares for Q1 2024[115] NOTE 19 - SUBSEQUENT EVENTS This note discloses significant events that occurred after the balance sheet date - On May 9, 2024, the board of directors declared a quarterly dividend of 35.0 cents per share, payable on June 30, 2024[116] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial performance, condition, and results of operations for the three months ended March 31, 2024, compared to the prior year. It covers key performance indicators, revenue and expense analysis, factors affecting operating results, and liquidity and capital resources OVERVIEW This section provides a high-level summary of the company's business, financial performance, and strategic highlights for the quarter - The company is a leading insulation installer and diversified installer of complementary building products, with 95% of Q1 2024 net revenue from its Installation segment[118] - Q1 2024 net revenue increased 5.1% to $692.9 million, and gross profit increased 11.5% to $234.5 million, driven by multi-family revenue growth, acquisitions, and selling price increases[120] - The company maintained a strong liquidity position with $399.9 million in cash and cash equivalents, increasing regular quarterly dividends by 6% and annual special dividends by 78% year-over-year[121] Key Measures of Performance This section presents key operational and financial metrics used to evaluate the company's performance Period-over-period Growth Metrics | Metric | Three months ended March 31, 2024 | Three months ended March 31, 2023 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Consolidated Sales Growth | 5.1% | 12.2% | | Consolidated Same Branch Sales Growth | 2.9% | 7.1% | | Installation Sales Growth | 5.3% | 10.9% | | Installation Same Branch Sales Growth | 3.1% | 7.0% | | Single-Family Sales Growth | 3.9% | 1.6% | | Multi-Family Sales Growth | 13.6% | 38.1% | | Multi-Family Same Branch Sales Growth | 13.0% | 37.9% | | Installation Volume Growth | (1.4)% | (9.3)% | | Installation Price/Mix Growth | 3.8% | 16.5% | | U.S. Housing Market Total Completions Growth | 4.3% | 11.7% | - Installation multi-family same branch sales growth remained strong at 13.0% in Q1 2024, contributing significantly to overall revenue growth[125][129] - Installation price/mix growth was 3.8%, partially offsetting a 1.4% decline in same-branch job volume[120][125][129] Net Revenue, Cost of Sales and Gross Profit This section analyzes the company's net revenue, cost of sales, and gross profit trends Gross Profit Components (in millions) | Item | Three months ended March 31, 2024 | Change | Three months ended March 31, 2023 | | :---------------- | :-------------------------------- | :----- | :-------------------------------- | | Net revenue | $692.9 | 5.1% | $659.3 | | Cost of sales | $458.4 | 2.1% | $448.9 | | Gross profit | $234.5 | 11.5% | $210.4 | | Gross profit percentage | 33.8% | | 31.9% | - Gross profit percentage improved to 33.8% from 31.9% year-over-year, primarily due to strong price/mix growth and leverage gained on material costs, as the company prioritized profitability over sales volume[120][129][130] Operating Expenses This section details the components and changes in the company's operating expenses Operating Expenses (in millions) | Expense Type | Three months ended March 31, 2024 | % of Net Revenue (2024) | Change | Three months ended March 31, 2023 | % of Net Revenue (2023) | | :------------- | :-------------------------------- | :---------------------- | :----- | :-------------------------------- | :---------------------- | | Selling | $33.3 | 4.8% | 2.1% | $32.6 | 4.9% | | Administrative | $102.6 | 14.8% | 14.6% | $89.5 | 13.6% | | Amortization | $10.7 | 1.5% | (6.1)% | $11.4 | 1.7% | - Selling expenses increased due to higher wages, bonuses, and commissions supporting increased revenue, but decreased as a percentage of sales due to product mix changes[132] - Administrative expenses rose due to increased wages and benefits from acquisitions and organic growth, as well as higher facility and insurance costs, leading to an increase as a percentage of sales[133] - Amortization expense decreased primarily due to the acquisition of fewer finite-lived intangible assets[134] Other Expense, Net This section explains the components and changes in other net expenses, primarily interest expense Other Expense, Net (in millions) | Item | Three months ended March 31, 2024 | Change | Three months ended March 31, 2023 | | :---------------- | :-------------------------------- | :----- | :-------------------------------- | | Interest expense, net | $11.9 | 22.7% | $9.7 | | Other (income) | $(0.4) | 100.0% | $(0.2) | | Total other expense, net | $11.5 | | $9.5 | - The increase in net interest expense was primarily due to term loan refinancing costs, partially offset by higher interest income[135] Income Tax Provision This section discusses the company's income tax provision and effective tax rate Income Tax Provision (in millions) | Item | Three months ended March 31, 2024 | Three months ended March 31, 2023 | | :-------------------- | :-------------------------------- | :-------------------------------- | | Income tax provision | $20.5 | $18.1 | | Effective tax rate | 26.8% | 26.8% | - The effective tax rate remained consistent at 26.8% for both periods, unfavorably impacted by certain non-deductible expenses[136][139] Other Comprehensive Income (Loss), Net of Tax This section explains the components of other comprehensive income or loss, net of tax Other Comprehensive Income (Loss), Net of Tax (in millions) | Item | Three months ended March 31, 2024 | Three months ended March 31, 2023 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net change on cash flow hedges, net of taxes | $4.7 | $(6.3) | - The company recorded $3.9 million in unrealized gains on cash flow hedges in Q1 2024, compared to $7.1 million in unrealized losses in Q1 2023, due to changes in market expectations for future long-term interest rates[137] KEY FACTORS AFFECTING OUR OPERATING RESULTS This section analyzes the key external and internal factors influencing the company's financial performance Inflation, Housing Affordability and Interest Rates This section discusses the impact of macroeconomic factors like inflation and interest rates on the company's operations - Moderating inflation in 2023, following Federal Reserve rate hikes, curtailed housing demand due to reduced mortgage financing affordability[139] - Inflation rates in 2024 remain above the 2% target, leading to expectations of higher federal funds rates for longer, which may impact the company in 2024[139] Trends in the Construction Industry This section analyzes current trends in the residential and repair/remodel construction markets affecting the company - Residential homebuilding market remains resilient, with single-family starts increasing 27.1% in Q1 2024 year-over-year, supported by stable employment and low existing home inventory[140] - Publicly traded homebuilders are using mortgage rate buydowns as incentives to increase affordability[140] - The repair and remodel markets are expected to grow due to homeowners locked into low interest mortgages, an aging housing stock, and incentives from the Inflation Reduction Act of 2022[140] Cost and Availability of Materials This section addresses the impact of material costs and supply chain availability on the company's operations - Supply chain issues for some products have moderated, but challenges are expected to persist in 2024[141] - Increased market pricing due to supply shortages and inflation may impact results if price increases cannot be fully passed on to customers, though Q1 2024 selling price increases supported most material cost increases[142] Cost of Labor This section discusses the trends and impact of labor costs on the company's financial performance - Labor costs as a percentage of revenue increased in Q1 2024 due to inflation and market competition, with expectations of higher spending to hire, train, and retain installers[143] - Employee retention rates remained better than industry averages, attributed to strong culture and various employee benefit programs, despite additional incentive costs[144] LIQUIDITY AND CAPITAL RESOURCES This section analyzes the company's ability to generate and manage cash, covering short-term and long-term requirements and financing activities Short-Term Material Cash Requirements This section outlines the company's immediate cash needs and sources of short-term liquidity - Primary short-term capital requirements include funding working capital, operating expenses, acquisitions, debt/leasing obligations, income taxes, stock repurchases, and dividends[146] - Short-term liquidity will be met through net cash flows from operations, existing cash, and borrowings from equipment and loan agreements, with additional capacity from the asset-based lending credit facility[147] Long-Term Material Cash Requirements This section details the company's long-term cash obligations and capital allocation strategies - Long-term demands include working capital, operating expenses, principal and interest on long-term debts and finance leases, income taxes, and discretionary spending on acquisitions, capital improvements, and dividends[149] - The company has a long-term commitment to purchase 43.7 million pounds of material with variable pricing through March 2026[151] - The Term Loan refinancing in Q1 2024 extended the maturity date by over two years and requires an additional $10.0 million in principal payments[151] Sources and Uses of Cash and Related Trends This section analyzes the company's cash flow activities from operations, investing, and financing Working Capital This section analyzes changes in the company's working capital position - Working capital, including cash and cash equivalents, increased from $723.6 million at December 31, 2023, to $739.5 million at March 31, 2024[152] - The increase was primarily due to additional cash from operations and net proceeds from the New Term Loan, partially offset by dividend payments, acquisition activity, and capital equipment purchases[152] Cash Flows from Operating Activities This section details the cash generated or used by the company's core business operations - Net cash provided by operating activities increased from $73.8 million in Q1 2023 to $84.8 million in Q1 2024, driven by higher net income and changes in working capital[153][155] Cash Flows from Investing Activities This section outlines cash flows related to the acquisition and disposal of long-term assets and businesses - Net cash used in investing activities decreased from $47.6 million in Q1 2023 to $21.1 million in Q1 2024, primarily due to less spending on acquisitions, partially offset by increased property and equipment purchases[153][157] Cash Flows from Financing Activities This section describes cash flows related to debt, equity, and dividend transactions - Net cash used in financing activities increased from $37.1 million in Q1 2023 to $50.3 million in Q1 2024, mainly due to higher dividends paid and debt issuance costs, partially offset by net proceeds from the New Term Loan[153][159] Debt This section provides an overview of the company's debt structure and related agreements 5.75% Senior Notes due 2028 This section provides details on the company's senior unsecured notes, including maturity and covenants - The company has $300.0 million in aggregate principal amount of 5.75% senior unsecured notes, maturing on February 1, 2028, with semi-annual interest payments[160] - The indenture contains restrictive covenants limiting additional debt, preferred stock issuance, dividend payments, stock repurchases, prepayments of subordinated debt, liens, investments, asset sales, affiliate transactions, and mergers[161] Credit Facilities This section describes the company's term loan and asset-based lending credit facilities - The Third Amendment to the Term Loan Credit Agreement in March 2024 issued a new $500.0 million term loan maturing March 28, 2031, refinancing the previous loan and reducing borrowing costs[165] - The New Term Loan has no financial maintenance covenants, a 0.00% floor, and bears interest at Term SOFR plus 2.00% or an alternative base rate plus 1.00%[165] - The ABL Credit Agreement was amended in February 2022, increasing the commitment to $250.0 million (with potential for $300.0 million) and extending maturity to February 17, 2027[167] - As of March 31, 2024, remaining availability under the ABL Revolver was $244.2 million, including outstanding letters of credit[167] Derivative Instruments This section details the company's use of derivative instruments for hedging market risks - As of March 31, 2024, the company had three active and two forward interest rate swaps hedging $400.0 million of the Term Loan's variable cash flows through December 14, 2028[173] Vehicle and Equipment Notes This section provides information on outstanding loan balances for vehicle and equipment financing - Total outstanding loan balances for vehicle and equipment notes were $80.7 million at March 31, 2024, down from $83.0 million at December 31, 2023[175] Letters of Credit and Bonds This section outlines the company's outstanding performance bonds, letters of credit, and cash collateral Outstanding Bonds, Letters of Credit and Cash-Collateral (in millions) | Item | As of March 31, 2024 | | :------------------------------------------ | :------------------- | | Performance bonds | $98.4 | | Insurance letters of credit and cash collateral | $71.2 | | Permit and license bonds | $10.8 | | Total bonds and letters of credit | $180.4 | - $62.9 million of insurance letters of credit are unsecured and do not reduce total liquidity[177] Critical Accounting Policies and Estimates This section confirms no significant changes to the company's critical accounting policies and estimates - There have been no significant changes to the company's critical accounting policies and estimates during the three months ended March 31, 2024, from those disclosed in the 2023 Form 10-K[179] Recent Accounting Pronouncements This section refers to disclosures regarding recently issued and adopted accounting pronouncements - For a description of recently issued and/or adopted accounting pronouncements, refer to Note 2, Significant Accounting Policies, in the audited consolidated financial statements included in the 2023 Form 10-K[180] Forward-Looking Statements This section provides a cautionary statement regarding forward-looking information and associated risks - The report contains forward-looking statements regarding the housing market, operations, economic conditions, and financial model, which involve risks and uncertainties[181] - The company has no obligation to update any forward-looking statements after the report date, except as required by federal securities laws[181] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section discusses the company's exposure to market risks, primarily related to fluctuations in interest rates on its variable rate debt, and its hedging strategies - As of March 31, 2024, $100.0 million of the company's variable rate debt was exposed to market risks, after hedging $400.0 million of the Term Loan with interest rate swaps[182] - A hypothetical one percentage point increase (decrease) in interest rates on variable rate debt would increase (decrease) annual interest expense by approximately $1.0 million[182] - The company does not use derivatives for trading or speculative purposes[183] Item 4. Controls and Procedures This section reports on the effectiveness of the company's disclosure controls and procedures and any changes in internal control over financial reporting Evaluation of Disclosure Controls and Procedures This section presents the conclusion of management's evaluation of the effectiveness of disclosure controls and procedures - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of March 31, 2024[184] Changes in Internal Control over Financial Reporting This section reports on any material changes in internal control over financial reporting during the period - There were no changes in internal control over financial reporting during the three months ended March 31, 2024, that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[185] PART II – OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits Item 1. Legal Proceedings This section refers to Note 16 for information regarding existing legal proceedings and commitments and contingencies - Information about existing legal proceedings is provided in Note 16, Commitments and Contingencies[188] Item 1A. Risk Factors This section states that there have been no material changes to the risk factors previously disclosed in the company's 2023 Form 10-K - As of the report date, there have been no material changes from the risk factors disclosed in the company's 2023 Form 10-K[189] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details stock repurchase activity, including shares surrendered by employees for tax obligations, and announces a new stock repurchase program - Employees surrendered 1,164 shares to the company to satisfy tax withholding obligations related to restricted stock awards during Q1 2024[190] - A new stock repurchase program was authorized on February 22, 2024, allowing for the repurchase of up to $300.0 million of outstanding common stock through March 1, 2025[190] Item 3. Defaults Upon Senior Securities This section confirms that there have been no material defaults upon senior securities - There have been no material defaults in senior securities[191] Item 4. Mine Safety Disclosures This section states that mine safety disclosures are not applicable to the company - Mine Safety Disclosures are not applicable[192] Item 5. Other Information This section reports on Rule 10b5-1 trading arrangements by directors or officers - No director or officer adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" during the three months ended March 31, 2024[193] Item 6. Exhibits This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q - Key exhibits include the Third Amendment to Term Loan Credit Agreement, CEO and CFO Certifications (Sections 302 and 906 of Sarbanes-Oxley Act), and XBRL financial statements[195]