UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2022
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the Transition Period From _________ To ________
Commission File Number: 001-36307
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(614 ) 221-3399
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| $0.01 par value per share | ||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act). Yes ☐ No ☒
On April 28, 2022, the registrant had 29,295,555 shares of common stock, par value $0.01 per share, outstanding.
TABLE OF CONTENTS
i
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
INSTALLED BUILDING PRODUCTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share and per share amounts)
| March 31, | December 31, | ||||||||||
| 2022 | 2021 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Investments | |||||||||||
Accounts receivable (less allowance for credit losses of $ | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Customer relationships, net | |||||||||||
| Other intangibles, net | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Current maturities of long-term debt | $ | $ | |||||||||
| Current maturities of operating lease obligations | |||||||||||
| Current maturities of finance lease obligations | |||||||||||
| Accounts payable | |||||||||||
| Accrued compensation | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Operating lease obligations | |||||||||||
| Finance lease obligations | |||||||||||
| Deferred income taxes | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 16) | |||||||||||
| Stockholders’ equity | |||||||||||
Preferred Stock; $ | |||||||||||
Common stock; $ | |||||||||||
| Additional paid in capital | |||||||||||
| Retained earnings | |||||||||||
Treasury stock; at cost: | ( | ( | |||||||||
| Accumulated other comprehensive income (loss) | ( | ||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
1
See accompanying notes to consolidated financial statements
INSTALLED BUILDING PRODUCTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)
(in thousands, except share and per share amounts)
| Three months ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Net revenue | $ | $ | |||||||||
| Cost of sales | |||||||||||
| Gross profit | |||||||||||
| Operating expenses | |||||||||||
| Selling | |||||||||||
| Administrative | |||||||||||
| Amortization | |||||||||||
| Operating income | |||||||||||
| Other expense, net | |||||||||||
| Interest expense, net | |||||||||||
| Other expense | |||||||||||
| Income before income taxes | |||||||||||
| Income tax provision | |||||||||||
| Net income | $ | $ | |||||||||
| Other comprehensive income, net of tax: | |||||||||||
Net change on cash flow hedges, net of tax provision of $ | |||||||||||
| Comprehensive income | $ | $ | |||||||||
| Earnings Per Share: | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
| Weighted average shares outstanding: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
| Cash dividends declared per share | $ | $ | |||||||||
2
See accompanying notes to consolidated financial statements
INSTALLED BUILDING PRODUCTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND MARCH 31, 2022
(in thousands, except share amounts)
| Common Stock | Additional Paid In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| BALANCE - January 1, 2021 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock awards to employees | |||||||||||||||||||||||||||||||||||||||||||||||
| Surrender of common stock awards | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation issued to directors | |||||||||||||||||||||||||||||||||||||||||||||||
Dividend declared ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | |||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE - March 31, 2021 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| BALANCE - January 1, 2022 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock awards to employees | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Surrender of common stock awards | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation issued to directors | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of awards previously classified as liability awards | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends Declared ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchase | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | |||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE - March 31, 2022 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
3
See accompanying notes to consolidated financial statements
INSTALLED BUILDING PRODUCTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
| Three months ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities | |||||||||||
| Depreciation and amortization of property and equipment | |||||||||||
| Amortization of operating lease right-of-use assets | |||||||||||
| Amortization of intangibles | |||||||||||
| Amortization of deferred financing costs and debt discount | |||||||||||
| Provision for credit losses | |||||||||||
| Gain on sale of property and equipment | ( | ( | |||||||||
| Noncash stock compensation | |||||||||||
| Amortization of terminated interest rate swap | |||||||||||
| Changes in assets and liabilities, excluding effects of acquisitions | |||||||||||
| Accounts receivable | ( | ||||||||||
| Inventories | ( | ( | |||||||||
| Other assets | ( | ||||||||||
| Accounts payable | |||||||||||
| Income taxes receivable/payable | |||||||||||
| Other liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of investments | ( | ||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
Acquisitions of businesses, net of cash acquired of $ | ( | ( | |||||||||
| Proceeds from sale of property and equipment | |||||||||||
| Other | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities | |||||||||||
| Payments on Term Loan | ( | ||||||||||
| Proceeds from vehicle and equipment notes payable | |||||||||||
| Debt issuance costs | ( | ||||||||||
| Principal payments on long-term debt | ( | ( | |||||||||
| Principal payments on finance lease obligations | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Acquisition-related obligations | ( | ( | |||||||||
| Repurchase of common stock | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net change in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information | |||||||||||
| Net cash paid during the period for: | |||||||||||
| Interest | $ | $ | |||||||||
| Income taxes, net of refunds | |||||||||||
| Supplemental disclosure of noncash activities | |||||||||||
| Right-of-use assets obtained in exchange for operating lease obligations | |||||||||||
| Property and equipment obtained in exchange for finance lease obligations | |||||||||||
| Seller obligations in connection with acquisition of businesses | |||||||||||
| Unpaid purchases of property and equipment included in accounts payable | |||||||||||
4
See accompanying notes to consolidated financial statements
INSTALLED BUILDING PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - ORGANIZATION
Installed Building Products (“IBP”), a Delaware corporation formed on October 28, 2011, and its wholly-owned subsidiaries (collectively referred to as the “Company,” and “we,” “us” and “our”) primarily install insulation, waterproofing, fire-stopping, fireproofing, garage doors, rain gutters, window blinds, shower doors, closet shelving and mirrors and other products for residential and commercial builders located in the continental United States. The Company operates in more than 210 locations and its corporate office is located in Columbus, Ohio.
In the first quarter of 2022, we realigned our operating segments to reflect recent changes in our business. We have three operating segments consisting of our Installation, Manufacturing and Distribution operations. The Installation operating segment is also our one reportable segment. See Note 10, Information on Segments, for further information.
Substantially all of our Installation segment sales are derived from the service-based installation of various products in the residential new construction, repair and remodel and commercial construction end markets from our national network of branch locations. Each of our Installation branches has the capacity to serve all of our end markets. See Note 3, Revenue Recognition, for information on our revenues by product and end market.
The COVID-19 pandemic ("COVID-19") has caused significant volatility, uncertainty and economic disruption. Public health organizations and international, federal, state and local governments responded by implementing measures during various points of the pandemic to contain the spread of COVID-19. We do not believe the various orders and restrictions significantly impacted our business in the first three months of 2022. However, COVID-19 has caused disruptions in the building products supply chain, impacting our ability to purchase certain materials we install through typical channels and fueling producer price and consumer inflation. The extent to which COVID-19 will impact our future growth, operations, customers, suppliers, employees and financial results is uncertain. The future impact on our financial results will depend on numerous factors including government actions and the resulting impact on construction activity, the effect on our customers’ demand for our services, the effects on our supply chain for materials, and the ability of our customers to pay for our services.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
Our interim operating results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected in future operating quarters.
Note 2 to the audited consolidated financial statements in our 2021 Form 10-K describes the significant accounting policies and estimates used in preparation of the audited consolidated financial statements. Other than the recently implemented accounting policies described below, there have been no changes to our significant accounting policies during the three months ended March 31, 2022.
5
INSTALLED BUILDING PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Reclassifications
The change in reportable segments described in Note 1, Organization and Note 10, Information on Segments, requires certain prior year disclosures in Note 3, Revenue Recognition and Note 6, Goodwill and Intangibles to be recast to conform to the current year presentation.
Recently Issued Accounting Pronouncements Not Yet Adopted
We are currently evaluating the impact of the following Accounting Standards Update ("ASU") on our Condensed Consolidated Financial Statements or Notes to Condensed Consolidated Financial Statements:
| Standard | Description | Effective Date | Effect on the financial statements or other significant matters | |||||||||||||||||
ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers | This pronouncement amends Topic 805 to require an acquirer to account for revenue contracts in a business combination in accordance with Topic 606 as if the acquirer had originated the contracts. | Annual periods beginning after December 15, 2022, including interim periods therein. Early adoption is permitted. | We are currently assessing the impact of adoption on our consolidated financial statements. | |||||||||||||||||
NOTE 3 - REVENUE RECOGNITION
Revenues for our Installation operating segment are derived primarily through contracts with customers whereby we install insulation and other complementary building products and are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We offer assurance-type warranties on certain of our installed products and services that do not represent a separate performance obligation and, as such, do not impact the timing or extent of revenue recognition.
For contracts that are not complete at the reporting date, we recognize revenue over time utilizing a cost-to-cost input method as we believe this represents the best measure of when goods and services are transferred to the customer. When this method is used, we estimate the costs to complete individual contracts and record as revenue that portion of the total contract price that is considered complete based on the relationship of costs incurred to date to total anticipated costs. Under the cost-to-cost method, the use of estimated costs to complete each contract is a significant variable in the process of determining recognized revenue, requires judgment and can change throughout the duration of a contract due to contract modifications and other factors impacting job completion. The costs of earned revenue include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools and repairs. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.
Our long-term contracts can be subject to modification to account for changes in contract specifications and requirements. We consider contract modifications to exist when the modification either creates new, or changes the existing, enforceable rights and obligations. Most of our contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis.
Payment terms typically do not exceed 30 days for short-term contracts and typically do not exceed 60 days for long-term contracts with customers. All contracts are billed either contractually or as work is performed. Billing on our long-term contracts occurs primarily on a monthly basis throughout the contract period whereby we submit invoices for customer payment based on actual or estimated costs incurred during the billing period. On certain of our long-term contracts the customer may withhold payment on an invoice equal to a percentage of the invoice amount, which will be subsequently paid after satisfactory completion of each installation project. This amount is referred to as retainage and is common practice in the construction industry, as it allows for customers to ensure the quality of the service performed prior to full payment. Retainage receivables are classified as current or long-term assets based on the expected time to project completion.
6
INSTALLED BUILDING PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
| Three months ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Installation: | |||||||||||||||||||||||
| Residential new construction | $ | % | $ | % | |||||||||||||||||||
| Repair and remodel | % | % | |||||||||||||||||||||
| Commercial | % | % | |||||||||||||||||||||
| Net revenue, Installation | $ | % | $ | % | |||||||||||||||||||
Other (1) | % | % | |||||||||||||||||||||
| Net revenue, as reported | $ | % | $ | % | |||||||||||||||||||
| Three months ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Installation: | |||||||||||||||||||||||
| Insulation | $ | % | $ | % | |||||||||||||||||||
| Waterproofing | % | % | |||||||||||||||||||||
| Shower doors, shelving and mirrors | % | % | |||||||||||||||||||||
| Garage doors | % | % | |||||||||||||||||||||
| Rain gutters | % | % | |||||||||||||||||||||
| Fireproofing/firestopping | % | % | |||||||||||||||||||||
| Window blinds | % | % | |||||||||||||||||||||
| Other building products | % | % | |||||||||||||||||||||
| Net revenue, Installation | $ | % | $ | % | |||||||||||||||||||
Other (1) | % | % | |||||||||||||||||||||
| Net revenue, as reported | $ | % | $ | % | |||||||||||||||||||
(1) Net revenue for manufacturing operations are included in the Other category for all periods presented to conform with our change in composition of operating segments.
Contract Assets and Liabilities
Contract assets and liabilities related to our uncompleted contracts and customer deposits were as follows (in thousands):
| March 31, 2022 | December 31, 2021 | ||||||||||
| Contract assets | $ | $ | |||||||||
| Contract liabilities | ( | ( | |||||||||
7
INSTALLED BUILDING PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Uncompleted contracts were as follows (in thousands):
| March 31, 2022 | December 31, 2021 | ||||||||||
| Costs incurred on uncompleted contracts | $ | $ | |||||||||
| Estimated earnings | |||||||||||
| Total | |||||||||||
| Less: Billings to date | |||||||||||
| Net under billings | $ | $ | |||||||||
Net under billings were as follows (in thousands):
| March 31, 2022 | December 31, 2021 | ||||||||||
| Costs and estimated earnings in excess of billings on uncompleted contracts (contract assets) | $ | $ | |||||||||
| Billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities) | ( | ( | |||||||||
| Net under billings | $ | $ | |||||||||
The difference between contract assets and contract liabilities as of March 31, 2022 compared to December 31, 2021 is primarily the result of timing differences between our performance of obligations under contracts and customer payments. During the three months ended March 31, 2022, we recognized $10.4 million of revenue that was included in the contract liability balance at December 31, 2021. We did no
Remaining performance obligations represent the transaction price of contracts for which work has not been performed and excludes unexercised contract options and potential modifications. As of March 31, 2022, the aggregate amount of the transaction price allocated to remaining uncompleted contracts was $177.7 million. We expect to satisfy remaining performance obligations and recognize revenue on substantially all of these uncompleted contracts over the next 18 months .
Practical Expedients and Exemptions
We generally expense sales commissions and other incremental costs of obtaining a contract when incurred because the amortization period is usually one year or less. Sales commissions are recorded within selling expenses on the Condensed Consolidated Statements of Operations and Comprehensive Income.
We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.
NOTE 4 - CREDIT LOSSES
Our expected loss allowance methodology for accounts receivable is developed using historical losses, current economic conditions and future market forecasts. We also perform ongoing evaluations of our existing and potential customer’s creditworthiness.
Changes in our allowance for credit losses were as follows (in thousands):
| Balance as of January 1, 2022 | $ | ||||
| Current period provision | |||||
| Recoveries collected and additions | |||||
| Amounts written off | ( | ||||
| Balance as of March 31, 2022 | $ | ||||
NOTE 5 - INVESTMENTS AND CASH AND CASH EQUIVALENTS
8
INSTALLED BUILDING PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
$258.1 million as of March 31, 2022 and December 31, 2021, respectively. See Note 9, Fair Value Measurements, for additional information.
All other investments are classified as held-to-maturity and consist of highly liquid instruments, including commercial paper. As of March 31, 2022, the amortized cost of these investments equaled the net carrying value, which was approximately 50.0 no
NOTE 6 - GOODWILL AND INTANGIBLES
We anticipate that the COVID-19 pandemic could continue to have an impact on the homebuilding industry in general, as it could result in further business interruptions (government-mandated or otherwise) and could affect, among other factors, inflation, interest rates, employment levels, consumer spending and consumer confidence, which could decrease demand for homes, adversely affecting our business. As such, we considered whether impairment indicators arose through the date of filing of this Quarterly Report on Form 10-Q for our goodwill, long-lived assets and other intangible assets and concluded that no such factors existed to cause us to test for goodwill impairment during the three months ended March 31, 2022. While we ultimately concluded that our goodwill, long-lived assets and other intangibles assets were not impaired as of March 31, 2022, we will continue to assess impairment indicators related to the impact of the COVID-19 pandemic on our business.
Goodwill
In the first quarter of 2022, we changed our reporting units to align with our change in operating and reportable segments. See Note 10, Information on Segments, for details about our change in segment structure. Effective January 1, 2022, our Installation reporting unit is comprised of our Installation operating and reportable segment, and our Other category is comprised of our Manufacturing and Distribution operating segments which are also reporting units. All three reporting units contain goodwill and were previously combined and recorded as a single operating and reportable segment as of December 31, 2021.
The change in carrying amount of goodwill was as follows (in thousands):
| Installation | Other | Consolidated | |||||||||||||||
| Goodwill (gross) - January 1, 2022, after change in reporting units | $ | $ | $ | ||||||||||||||
| Business combinations | |||||||||||||||||
| Goodwill (gross) - March 31, 2022 | |||||||||||||||||
| Accumulated impairment losses | ( | ( | |||||||||||||||
| Goodwill (net) - March 31, 2022 | $ | $ | $ | ||||||||||||||
For additional information regarding changes to goodwill resulting from acquisitions, see Note 17, Business Combinations.
We test goodwill for impairment annually during the fourth quarter of our fiscal year or earlier if there is an impairment indicator. Accumulated impairment losses included within the above table were incurred over multiple periods and were all associated with the Installation segment, with the latest impairment charge being recorded during the year ended December 31, 2010.
9
INSTALLED BUILDING PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Intangibles, net
The following table provides the gross carrying amount, accumulated amortization and net book value for each major class of intangibles (in thousands):
| As of March 31, | As of December 31, | ||||||||||||||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Book Value | Gross Carrying Amount | Accumulated Amortization | Net Book Value | ||||||||||||||||||||||||||||||
| Amortized intangibles: | |||||||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Covenants not-to-compete | |||||||||||||||||||||||||||||||||||
| Trademarks and tradenames | |||||||||||||||||||||||||||||||||||
| Backlog | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
The gross carrying amount of intangibles increased approximately $4.6 million during the three months ended March 31, 2022 primarily due to business combinations. For more information, see Note 17, Business Combinations. Remaining estimated aggregate annual amortization expense is as follows (amounts, in thousands, are for the fiscal year ended):
| Remainder of 2022 | $ | ||||
| 2023 | |||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| Thereafter | |||||
NOTE 7 - LONG-TERM DEBT
Long-term debt consisted of the following (in thousands):
| As of March 31, | As of December 31, | ||||||||||
| 2022 | 2021 | ||||||||||
Senior Notes due 2028, net of unamortized debt issuance costs of $ | $ | $ | |||||||||
Term loan, net of unamortized debt issuance costs of $ | |||||||||||
Vehicle and equipment notes, maturing through March 2027; payable in various monthly installments, including interest rates ranging from | |||||||||||
Various notes payable, maturing through March 2025; payable in various monthly installments, including interest rates ranging from | |||||||||||
| Less: current maturities | ( | ( | |||||||||
| Long-term debt, less current maturities | $ | $ | |||||||||
10
INSTALLED BUILDING PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Remaining required repayments of debt principal, gross of unamortized debt issuance costs, as of March 31, 2022 are as follows (in thousands):
| Remainder of 2022 | $ | ||||
| 2023 | |||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| Thereafter | |||||
Asset-Based Lending Credit Agreement Amendment
In February 2022, we amended and extended the term of our asset-based lending credit agreement (the “ABL Credit Agreement”). The ABL Credit Agreement increased the commitment under the asset-based lending credit facility (the “ABL Revolver”) to $250.0 million from $200.0 million, and permits us to further increase the commitment amount up to $300.0 million. The amendment also extends the maturity date from September 26, 2024 to February 17, 2027. The ABL Revolver bears interest at either the base rate or the Secured Overnight Financing Rate ("Term SOFR"), at our election, plus a margin of 0.25 % or 0.50 % in the case of base rate loans or 1.25 % or 1.50 % for Term SOFR advances (in each case based on a measure of availability under the ABL Credit Agreement). The amendment also allows for modification of specified fees dependent upon achieving certain sustainability targets, in addition to making other modifications to the ABL Credit Agreement. Including outstanding letters of credit, our remaining availability under the ABL Revolver as of March 31, 2022 was $205.7 million.
All of the obligations under the ABL Revolver are guaranteed by all of the Company’s existing restricted subsidiaries and will be guaranteed by the Company’s future restricted subsidiaries. Additionally, all obligations under the ABL Revolver, and the guarantees of those obligations, are secured by substantially all of the assets of the Company and the guarantors, subject to certain exceptions and permitted liens, including a first-priority security interest in such assets that constitute ABL Priority Collateral, as defined in the ABL Credit Agreement.
The ABL Revolver provides incremental revolving credit facility commitments of up to $50.0 million. The terms and conditions of any incremental revolving credit facility commitments must be no more favorable than the terms of the ABL Revolver. The ABL Revolver also allows for the issuance of letters of credit of up to $100.0 million in aggregate and borrowing of swingline loans of up to $25.0 million in aggregate.
The ABL Credit Agreement contains a financial covenant requiring the satisfaction of a minimum fixed charge coverage ratio of 1.0 x in the event that we do not meet a minimum measure of availability under the ABL Revolver. The ABL Credit Agreement and the Term Loan Agreement contain restrictive covenants that, among other things, limit the ability of the Company and certain of our subsidiaries (subject to certain exceptions) to: (i) incur additional debt and issue preferred stock; (ii) pay dividends on, redeem or repurchase stock in an aggregate amount exceeding the greater of 2.0 % of market capitalization per fiscal year or certain applicable restricted payment basket amounts; (iii) prepay subordinated debt; (iv) create liens; (v) make specified types of investments; (vi) apply net proceeds from certain asset sales; (vii) engage in transactions with affiliates; (viii) merge, consolidate or sell substantially all of our assets; and (ix) pay dividends and make other distributions from subsidiaries.
NOTE 8 - LEASES
11
INSTALLED BUILDING PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The table below presents the lease-related assets and liabilities recorded on the Condensed Consolidated Balance Sheets:
| As of March 31, | As of December 31, | |||||||||||||||||||
| (in thousands) | Classification | 2022 | 2021 | |||||||||||||||||
| Assets | ||||||||||||||||||||
| Non-Current | ||||||||||||||||||||
| Operating | Operating lease right-of-use assets | $ | $ | |||||||||||||||||
| Finance | ||||||||||||||||||||
| Total lease assets | $ | $ | ||||||||||||||||||
| Liabilities | ||||||||||||||||||||
| Current | ||||||||||||||||||||
| Operating | Current maturities of operating lease obligations | $ | $ | |||||||||||||||||
| Financing | Current maturities of finance lease obligations | |||||||||||||||||||
| Non-Current | ||||||||||||||||||||
| Operating | Operating lease obligations | |||||||||||||||||||
| Financing | Finance lease obligations | |||||||||||||||||||
| Total lease liabilities | $ | $ | ||||||||||||||||||
| Weighted-average remaining lease term: | ||||||||||||||||||||
| Operating leases | ||||||||||||||||||||
| Finance leases | ||||||||||||||||||||
| Weighted-average discount rate: | ||||||||||||||||||||
| Operating leases | % | % | ||||||||||||||||||
| Finance leases | % | % | ||||||||||||||||||
Lease Costs
The table below presents certain information related to the lease costs for finance and operating leases:
| Three months ended March 31, | ||||||||||||||||||||
| (in thousands) | Classification | 2022 | 2021 | |||||||||||||||||
Operating lease cost(1) | Administrative | $ | $ | |||||||||||||||||
| Finance lease cost | ||||||||||||||||||||
Amortization of leased assets(2) | Cost of sales | |||||||||||||||||||
| Interest on finance lease obligations | Interest expense, net | |||||||||||||||||||
| Total lease costs | $ | $ | ||||||||||||||||||
(1)Includes variable lease costs of $0.9 million and $0.7 million for the three months ended March 31, 2022 and 2021, respectively, and short-term lease costs of $0.3
(2)Includes variable lease costs of $0.2
Other Information
The table below presents supplemental cash flow information related to leases (in thousands):
| Three months ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash flows for operating leases | $ | $ | |||||||||
| Operating cash flows for finance leases | |||||||||||
| Financing cash flows for finance leases | |||||||||||
12
INSTALLED BUILDING PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Undiscounted Cash Flows
The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years for the finance lease obligations and operating lease obligations recorded on the Condensed Consolidated Balance Sheet as of March 31, 2022 (in thousands):
| Finance Leases | Operating Leases | ||||||||||||||||||||||
| Related Party | Other | Total Operating | |||||||||||||||||||||
| Remainder of 2022 | $ | $ | $ | $ | |||||||||||||||||||
| 2023 | |||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||
| 2025 | |||||||||||||||||||||||
| 2026 | |||||||||||||||||||||||
| Thereafter | |||||||||||||||||||||||
| Total minimum lease payments | $ | $ | |||||||||||||||||||||
| Less: Amounts representing executory costs | ( | — | |||||||||||||||||||||
| Less: Amounts representing interest | ( | ( | |||||||||||||||||||||
| Present value of future minimum lease payments | |||||||||||||||||||||||
| Less: Current obligation under leases | ( | ( | |||||||||||||||||||||
| Long-term lease obligations | $ | $ | |||||||||||||||||||||
NOTE 9 - FAIR VALUE MEASUREMENTS
Assets and Liabilities Measured at Fair Value on a Recurring Basis
In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. During the periods presented, there were no transfers between fair value hierarchical levels.
Assets Measured at Fair Value on a Nonrecurring Basis
Certain assets, specifically other intangible and long-lived assets, are measured at fair value on a nonrecurring basis in periods subsequent to initial recognition. Assets measured at fair value on a nonrecurring basis as of March 31, 2022 and December 31, 2021 are categorized based on the lowest level of significant input to the valuation. The assets are measured at fair value when our impairment assessment indicates a carrying value for each of the assets in excess of the asset’s estimated fair value. Undiscounted cash flows, a Level 3 input, are utilized in determining estimated fair values. During each of the three months ended March 31, 2022 and 2021, we did not record any impairments on these assets required to be measured at fair value on a nonrecurring basis.
Estimated Fair Value of Financial Instruments
Accounts receivable, accounts payable and accrued liabilities as of March 31, 2022 and December 31, 2021 approximate fair value due to the short-term maturities of these financial instruments. The carrying amounts of certain long-term debt, including the Term Loan and ABL Revolver as of March 31, 2022 and December 31, 2021, approximate fair value due to the variable rate nature of the agreements. The carrying amounts of our operating lease right-of-use assets and the obligations associated with our operating and finance leases as well as our vehicle and equipment notes approximate fair value as of March 31, 2022 and December 31, 2021. All debt classifications represent Level 2 fair value measurements.
13
INSTALLED BUILDING PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The fair values of financial assets and liabilities that are recorded at fair value in the Condensed Consolidated Balance Sheets and not described above were as follows (in thousands):
| As of March 31, 2022 | As of December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||||||||||||||
| Financial assets: | |||||||||||||||||||||||||||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Derivative financial instruments | |||||||||||||||||||||||||||||||||||||||||||||||
| Total financial assets | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Financial liabilities: | |||||||||||||||||||||||||||||||||||||||||||||||
| Contingent consideration | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Derivative financial instruments | |||||||||||||||||||||||||||||||||||||||||||||||
| Total financial liabilities | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
See Note 5, Investments and Cash and Cash Equivalents, for more information on cash equivalents included in the table above. Also see Note 11, Derivatives and Hedging Activities, for more information on derivative financial instruments.
The change in fair value of the contingent consideration (a Level 3 input) was as follows (in thousands):
| Contingent consideration liability - January 1, 2022 | $ | ||||
| Preliminary purchase price | |||||
| Fair value adjustments | ( | ||||
| Accretion in value | |||||
| Settlement adjustments | ( | ||||
| Amounts paid to sellers | ( | ||||
| Contingent consideration liability - March 31, 2022 | $ | ||||
The accretion in value of contingent consideration liabilities is included within administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Income.
The carrying value and associated fair value of financial assets and liabilities that are not recorded at fair value in the Condensed Consolidated Balance Sheets and not described above include our investments and Senior Notes. To estimate the fair value of our investments and Senior Notes, we utilized third-party quotes which are derived all or in part from model prices, external sources or market prices. The investments and Senior Notes represent a Level 2 fair value measurement and are as follows (in thousands):
| As of March 31, 2022 | As of December 31, 2021 | ||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||
| Investments | $ | $ | $ | $ | |||||||||||||||||||
Senior Notes(1) | |||||||||||||||||||||||
(1)Excludes the impact of unamortized debt issuance costs.
See Note 5, Investments and Cash and Cash Equivalents, for more information on investments included in the table above. Also see Note 7, Long-Term Debt, for more information on our Senior Notes.
NOTE 10 - INFORMATION ON SEGMENTS
14
INSTALLED BUILDING PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Our Installation operating segment represents the majority of our net revenue and gross profit and forms our one reportable segment. This operating segment represents the service-based installation of insulation and complementary building products in the residential new construction, repair and remodel and commercial construction end markets from our national network of branch locations. These branch locations have similar economic and operating characteristics including the nature of products and services offered, operating procedures and risks, customer bases, employee incentives, material procurement and shared corporate resources which led us to conclude that they combine to form one operating segment.
The Other category reported below reflects the operations of our two remaining operating segments, Distribution and Manufacturing, which do not meet the quantitative thresholds for separate reporting. Our Distribution operating segment includes our recently acquired distribution business that sells insulation and accessories primarily to installers of these products who operate in multiple end markets. Our Manufacturing operating segment consists of our cellulose insulation manufacturing operation which was previously combined with our Installation operating segment. In addition to sales of cellulose insulation, revenues from this operating segment consist of sales of asphalt and industrial fibers to distributors and installers of these products.
The key metrics used to assess the performance of our operating segments are revenue and adjusted gross profit as these are the metrics used by our CODM to review results, assess performance and allocate resources. We define adjusted gross profit as revenue less cost of sales, excluding depreciation and amortization. We do not report total assets or related depreciation and amortization expenses by segment because our CODM does not use this information to assess segment performance or allocate resources.
The Installation reportable segment includes substantially all of our net revenue from services while net revenue included in the Other category includes substantially all of our net revenue from sales of products. The intercompany sales from the Other category to the Installation reportable segment include a profit margin while our Installation segment records these transactions at cost.
The following table represents our segment information for the three months ended March 31, 2022 (in thousands):
| Installation | Other | Eliminations | Consolidated | ||||||||||||||||||||
| Revenue | $ | $ | $ | ( | $ | ||||||||||||||||||
| Cost of sales (exclusive of depreciation and amortization shown separately below) | ( | ||||||||||||||||||||||
| Adjusted gross profit | ( | ||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Gross profit, as reported | |||||||||||||||||||||||
| Selling | |||||||||||||||||||||||
| Administrative | |||||||||||||||||||||||
| Amortization | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Other expense | |||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||
15
INSTALLED BUILDING PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The following table represents our segment information for the three months ended March 31, 2021 (in thousands):
| Installation | Other | Eliminations | Consolidated | ||||||||||||||||||||
| Revenue | $ | $ | $ | ( | $ | ||||||||||||||||||
| Cost of sales (exclusive of depreciation and amortization shown separately below) | ( | ||||||||||||||||||||||
| Adjusted gross profit | ( | ||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Gross profit, as reported | |||||||||||||||||||||||
| Selling | |||||||||||||||||||||||
| Administrative | |||||||||||||||||||||||
| Amortization | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Other expense | |||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||
The prior period disclosures in the above table have been recast to conform to the current period segment presentation.
NOTE 11 - DERIVATIVES AND HEDGING ACTIVITIES
Cash Flow Hedges of Interest Rate Risk
Our purpose for using interest rate derivatives is to add stability to interest expense and to manage our exposure to interest rate movements. During the three months ended March 31, 2022, we used interest rate swaps to hedge the variable cash flows associated with existing variable-rate debt. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. We do not use derivatives for trading or speculative purposes and we currently do not have any derivatives that are not designated as hedges. As of March 31, 2022, we have not posted any collateral related to these agreements.
As of March 31, 2022, we had three interest rate swaps. One interest rate swap began July 30, 2021 and has a fixed notional amount of $200.0 million, a fixed rate of 0.51 % and a maturity date of April 15, 2030. We also had two 100.0 1.37 three swaps serve to hedge $400.0 million of the variable cash flows on our variable rate Term Loan through maturity. The assets and liabilities associated with these interest rate swaps are included in other non-current assets and other current liabilities on the Consolidated Balance Sheets at their fair value amounts as described in Note 9, Fair Value Measurements.
In August 2020, we terminated two then-existing interest rate swaps and one then-existing forward interest rate swap. During both the three months ended March 31, 2022 and 2021 we amortized $0.8 million of the $17.8 million unrealized loss existing at the time of termination to interest expense, net.
The changes in the fair value of derivatives designated, and that qualify, as cash flow hedges are recorded in other comprehensive income, net of tax on the Condensed Consolidated Statements of Operations and Comprehensive Income and in accumulated other comprehensive income (loss) on the Condensed Consolidated Balance Sheets and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. We had no such changes during the three months ended March 31, 2021 or 2022.
Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense, net as interest payments are made on our variable-rate debt and as terminated swaps are amortized. Over the next twelve months, we estimate that an additional $0.6 million will be reclassified as an increase to interest expense, net.
LIBOR is used as a reference rate for our interest rate swap agreements we use to hedge our interest rate exposure. The Intercontinental Exchange Benchmark Administration, the administrator of LIBOR, announced in March 2021 its intention to extend the publication of certain LIBOR settings, including the setting we use as a reference rate, to June 2023. In January
16
INSTALLED BUILDING PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 12 - STOCKHOLDERS’ EQUITY
As of March 31, 2022 we had income of $17.9 million in accumulated other comprehensive income (loss) on our Condensed Consolidated Balance Sheets, comprised of the effective portion of the unrealized gain on our current interest rate swap of 27.2 million, net of taxes, less the unrealized loss on our terminated interest rate swaps of $(9.3 ) million, net of taxes. As of December 31, 2021 we had a loss of $(0.2 ) million in accumulated other comprehensive income (loss) on our Condensed Consolidated Balance Sheets, comprised of the unrealized loss on our terminated interest rate swaps of $(9.9 ) million, net of taxes, less the effective portion of the unrealized gain on our interest rate swaps of $9.7 million, net of taxes. For additional information, see Note 11, Derivatives and Hedging Activities.
During the three months ended March 31, 2022 we repurchased approximately 511 thousand shares of our common stock with an aggregate price of approximately $49.9 million, or $97.57 average price per share. We did no t repurchase any shares during the three months ended March 31, 2021. On February 24, 2022, we announced that our board of directors authorized an extension of our stock repurchase program through March 1, 2023 and concurrently authorized an increase in the total amount of our outstanding common stock we can purchase up to $200.0 million. As of March 31, 2022, we have $150.1 million remaining on our current stock repurchase program. The effect of these treasury shares in reducing the number of common shares outstanding is reflected in our earnings per share calculation.
Dividends
During the three months ended March 31, 2022, we declared and paid the following cash dividends (amount declared and amount paid in thousands):
| Declaration Date | Record Date | Payment Date | Dividend Per Share | Amount Declared | Amount Paid | |||||||||||||||||||||||||||
| 2/24/2022 | 3/15/2022 | 3/31/2021 | $ | $ | $ | |||||||||||||||||||||||||||
| 2/24/2022 | 3/15/2022 | 3/31/2021 | ||||||||||||||||||||||||||||||
During the three months ended March 31, 2021, we declared and paid the following cash dividends (amount declared and amount paid in thousands):
| Declaration Date | Record Date | Payment Date | Dividend Per Share | Amount Declared | Amount Paid | |||||||||||||||||||||||||||
| 2/23/2021 | 3/15/2021 | 3/31/2021 | $ | $ | $ | |||||||||||||||||||||||||||
NOTE 13 - EMPLOYEE BENEFITS
Healthcare
We participate in multiple healthcare plans, the largest of which is partially self-funded with an insurance company paying benefits in excess of stop loss limits per individual/family. Our healthcare benefit expense (net of employee contributions) was $8.9 million and $7.2 million for the three months ended March 31, 2022 and 2021, respectively. An accrual for estimated
17
INSTALLED BUILDING PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
healthcare claims incurred but not reported (“IBNR”) is included within accrued compensation on the Condensed Consolidated Balance Sheets and was $3.6 million and $3.3 million as of March 31, 2022 and December 31, 2021, respectively.
Workers’ Compensation
Workers’ compensation expense totaled $5.7 million and $4.2 million for the three months ended March 31, 2022 and 2021, respectively. Workers’ compensation known claims and IBNR reserves included on the Condensed Consolidated Balance Sheets were as follows (in thousands):
| March 31, 2022 | December 31, 2021 | ||||||||||
| Included in other current liabilities | $ | $ | |||||||||
| Included in other long-term liabilities | |||||||||||
| $ | $ | ||||||||||
We also had an insurance receivable for claims that exceeded the stop loss limit under our self-insured policies as well as claims under our fully insured policies included on the Condensed Consolidated Balance Sheets. This receivable offsets an equal liability included within the reserve amounts noted above and was as follows (in thousands):
| March 31, 2022 | December 31, 2021 | ||||||||||
| Included in other non-current assets | $ | $ | |||||||||
Retirement Plans
We participate in multiple 401(k) plans, whereby we provide a matching contribution of wages deferred by employees and can also make discretionary contributions to each plan. Certain plans allow for discretionary employer contributions only. These plans cover substantially all our eligible employees. We recognized 401(k) plan expenses of $0.8 million and $0.7 million during the three months ended March 31, 2022 and 2021, respectively. These expenses are included in administrative expenses on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
Multiemployer Pension Plans
We participate in various multiemployer pension plans under collective bargaining agreements in Washington, Oregon, California and Illinois with other companies in the construction industry. These plans cover our union-represented employees and contributions to these plans are expensed as incurred. These plans generally provide for retirement, death and/or termination benefits for eligible employees within the applicable collective bargaining units, based on specific eligibility/participation requirements, vesting periods and benefit formulas. We do not participate in any multiemployer pension plans that are considered to be individually significant.
Share-Based Compensation
Common Stock Awards
We periodically grant shares of our common stock to non-employee members of our board of directors and our employees. During the three months ended March 31, 2022 and 2021, we did not grant any such shares under our 2014 Omnibus Incentive Plan to non-employee members of our board of directors.
Employees – Performance-Based Stock Awards
During the three months ended March 31, 2022, we issued approximately 41 thousand shares of our common stock to certain officers, which vest in two equal installments on each of April 20, 2023 and April 20, 2024. In addition, during the three months ended March 31, 2022, we established, and our board of directors approved, performance-based targets in connection with common stock awards to be issued to certain officers in 2023 contingent upon achievement of these targets.
In addition, there are long-term performance-based restricted stock awards to be issued to certain employees annually through 2024 contingent upon achievement of certain performance targets. These awards are accounted for as liability-based awards since they represent a predominantly-fixed monetary amount that will be settled with a variable number of common shares in the first quarter of 2025 and as such are included in other long-term liabilities on the Condensed Consolidated Balance Sheets.
18
INSTALLED BUILDING PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
During the three months ended March 31, 2022 and 2021, we granted approximately 39 thousand and five thousand shares of our common stock, respectively, which will vest in the second quarter of 2022.
Employees – Performance-Based Restricted Stock Units
During 2021, we established, and our board of directors approved, performance-based restricted stock units in connection with common stock awards to be issued to certain employees in 2022 based upon achievement of a performance target. These units will be accounted for as equity-based awards that will be settled with a fixed number of common shares.
Share-Based Compensation Summary
Amounts and changes for each category of equity-based award were as follows:
| Common Stock Awards | Performance-Based Stock Awards | Performance-Based Restricted Stock Units | |||||||||||||||||||||||||||||||||
| Awards | Weighted Average Grant Date Fair Value Per Share | Awards | Weighted Average Grant Date Fair Value Per Share | Units | Weighted Average Grant Date Fair Value Per Share | ||||||||||||||||||||||||||||||
Nonvested awards/units at December 31, 2021 | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Granted | |||||||||||||||||||||||||||||||||||
| Forfeited/Cancelled | ( | ( | |||||||||||||||||||||||||||||||||
| Nonvested awards/units at March 31, 2022 | $ | $ | $ | ||||||||||||||||||||||||||||||||
The following table summarizes the share-based compensation expense recognized under our 2014 Omnibus Incentive Plan (in thousands):
| Three months ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Common Stock Awards | $ | $ | |||||||||
| Non-Employee Common Stock Awards | |||||||||||
| Performance-Based Stock Awards | |||||||||||
| Liability Performance-Based Stock Awards | |||||||||||
| Performance-Based Restricted Stock Units | |||||||||||
| $ | $ | ||||||||||
We recorded the following stock compensation expense by income statement category (in thousands):
| Three months ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Cost of sales | $ | $ | |||||||||
| Selling | |||||||||||
| Administrative | |||||||||||
| $ | $ | ||||||||||
Administrative stock compensation expense includes all stock compensation earned by our administrative personnel, while cost of sales and selling stock compensation represents all stock compensation earned by our installation and sales employees, respectively.
19
INSTALLED BUILDING PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Unrecognized share-based compensation expense related to unvested awards was as follows (in thousands):
| As of March 31, 2022 | |||||||||||
| Unrecognized Compensation Expense on Unvested Awards | Weighted Average Remaining Vesting Period | ||||||||||
| Common Stock Awards | $ | ||||||||||
| Performance-Based Stock Awards | |||||||||||
| Performance-Based Restricted Stock Units | |||||||||||
| Total unrecognized compensation expense related to unvested awards | $ | ||||||||||
Total unrecognized compensation expense is subject to future adjustments for forfeitures. This expense is expected to be recognized over the remaining weighted-average period shown above on a straight-line basis except for the Performance-Based Stock Awards which uses the graded-vesting method. Shares forfeited are returned as treasury shares and available for future issuances.
As of March 31, 2022, approximately 1.8 million of the 3.0 million shares of common stock authorized for issuance were available for issuance under the 2014 Omnibus Incentive Plan.
NOTE 14 - INCOME TAXES
NOTE 15 - RELATED PARTY TRANSACTIONS
We sell installation services to other companies related to us through common or affiliated ownership and/or board of directors and/or management relationships. We also purchase services and materials and pay rent to companies with common or affiliated ownership.
We lease our headquarters and certain other facilities from related parties. See Note 8, Leases, for future minimum lease payments to be paid to these related parties.
The amount of sales to common or related parties as well as the purchases from and rent expense paid to common or related parties were as follows (in thousands):
| Three months ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Sales | $ | $ | |||||||||
| Purchases | |||||||||||
| Rent | |||||||||||
20
INSTALLED BUILDING PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 16 - COMMITMENTS AND CONTINGENCIES
Accrued General Liability and Auto Insurance
| March 31, 2022 | December 31, 2021 | ||||||||||
| Included in other current liabilities | $ | $ | |||||||||
| Included in other long-term liabilities | |||||||||||
| $ | $ | ||||||||||
We also had insurance receivables and indemnification assets included on the Condensed Consolidated Balance Sheets that, in aggregate, offset equal liabilities included within the reserve amounts noted above. The amounts were as follows (in thousands):
| March 31, 2022 | December 31, 2021 | ||||||||||
| Insurance receivables and indemnification assets for claims under fully insured policies | $ | $ | |||||||||
| Insurance receivables for claims that exceeded the stop loss limit | |||||||||||
| Total insurance receivables and indemnification assets included in other non-current assets | $ | $ | |||||||||
Leases
See Note 8, Leases, for further information regarding our lease commitments.
Other Commitments and Contingencies
From time to time, various claims and litigation are asserted or commenced against us principally arising from contractual matters and personnel and employment disputes. In determining loss contingencies, management considers the likelihood of loss as well as the ability to reasonably estimate the amount of such loss or liability. An estimated loss is recorded when it is considered probable that such a liability has been incurred and when the amount of loss can be reasonably estimated. As litigation is subject to inherent uncertainties, we cannot be certain that we will prevail in these matters. However, we do not believe that the ultimate outcome of any pending matters will have a material adverse effect on our consolidated financial position, results of operations or cash flows.
NOTE 17 - BUSINESS COMBINATIONS
As part of our ongoing strategy to expand geographically and increase market share in certain markets, as well as diversify our products and end markets, we completed one business combination during each of the three months ended March 31, 2022 and 2021, respectively.
We acquired Pisgah Insulation and Fireplaces of NC, LLC. ("Pisgah") in March 2022 and I.W. International Insulation, Inc., dba Intermountain West Insulation (“IWI”) in March 2021. Below is a summary of each significant acquisition by year, including revenue and net income since date of acquisition shown for the year of acquisition. Net income includes amortization, taxes and interest allocations when appropriate.
| Three months ended March 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||
| 2022 Acquisitions | Date | Acquisition Type | Cash Paid | Seller Obligations | Total Purchase Price | Revenue | Net Income | |||||||||||||||||||||||||||||||||||||
| Pisgah | 03/01/2022 | Share | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
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INSTALLED BUILDING PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
| Three months ended March 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||
| 2021 Acquisitions | Date | Acquisition Type | Cash Paid | Seller Obligations | Total Purchase Price | Revenue | Net Income | |||||||||||||||||||||||||||||||||||||
| IWI | 03/01/2021 | Share | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Acquisition-related costs recorded within administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Income amounted to $0.7 million for the three months ended March 31, 2022, and $1.2 million for the three months ended March 31, 2021, respectively. The goodwill recognized in conjunction with these business combinations represents the excess cost of the acquired entity over the net amount assigned to assets acquired and liabilities assumed. We expect to deduct approximately $2.8 million of goodwill for tax purposes as a result of 2022 acquisitions.
Purchase Price Allocations
The estimated fair values of the assets acquired and liabilities assumed for the acquisitions, as well as total purchase prices and cash paid, approximated the following (in thousands):
| As of March 31, 2022 | As of March 31, 2021 | |||||||||||||||||||
| Pisgah | IWI | |||||||||||||||||||
| Estimated fair values: | ||||||||||||||||||||
| Cash | $ | $ | ||||||||||||||||||
| Accounts receivable | ||||||||||||||||||||
| Inventories | ||||||||||||||||||||
| Other current assets | ||||||||||||||||||||
| Property and equipment | ||||||||||||||||||||
| Intangibles | ||||||||||||||||||||
| Goodwill | ||||||||||||||||||||
| Other non-current assets | ||||||||||||||||||||
| Accounts payable and other current liabilities | ( | ( | ||||||||||||||||||
| Other long-term liabilities | ( | |||||||||||||||||||
| Fair value of assets acquired and purchase price | ||||||||||||||||||||
| Less seller obligations | ||||||||||||||||||||
| Cash paid | $ | $ | ||||||||||||||||||
Contingent consideration is included as “seller obligations” in the above table or within “fair value of assets acquired” if subsequently paid during the period presented. These contingent payments consist primarily of earnouts based on performance that are recorded at fair value at the time of acquisition, and/or non-compete agreements and amounts based on working capital calculations. When these payments are expected to be made over one year from the acquisition date, the contingent consideration is discounted to net present value of future payments based on a weighted average of various future forecast scenarios.
Further adjustments to the allocation for each acquisition still under its measurement period are expected as third-party or internal valuations are finalized, certain tax aspects of the transaction are completed, contingent consideration is settled and customary post-closing reviews are concluded during the measurement period attributable to each individual business combination. As a result, insignificant adjustments to the fair value of assets acquired, and in some cases total purchase price, have been made to certain business combinations since the date of acquisition and future adjustments may be made through the end of each measurement period. Any acquisition acquired after March 31, 2021 is deemed to be within the measurement period and its purchase price considered preliminary. Goodwill and intangibles per the above table may not agree to the total gross increases of these assets as shown in Note 6, Goodwill and Intangibles, during each of the three months ended March 31, 2022 and 2021 due to adjustments to goodwill for the allocation of certain acquisitions still under measurement as well as other immaterial intangible assets added during the ordinary course of business.
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INSTALLED BUILDING PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Estimates of acquired intangible assets related to the acquisitions are as follows (in thousands):
For the three months ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Acquired intangibles assets | Estimated Fair Value | Weighted Average Estimated Useful Life (yrs.) | Estimated Fair Value | Weighted Average Estimated Useful Life (yrs.) | |||||||||||||||||||
| Customer relationships | $ | $ | |||||||||||||||||||||
| Trademarks and tradenames | |||||||||||||||||||||||
| Non-competition agreements | |||||||||||||||||||||||
Pro Forma Information
The unaudited pro forma information for the combined results of the Company has been prepared as if the 2022 acquisition had taken place on January 1, 2021 and the 2021 acquisition had taken place on January 1, 2020. The unaudited pro forma information is not necessarily indicative of the results that we would have achieved had the transactions actually taken place on January 1, 2021 and 2020, respectively, and the unaudited pro forma information does not purport to be indicative of future financial operating results (in thousands, except per share data):
| Unaudited pro forma for the three months ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Net revenue | $ | $ | |||||||||
| Net income | |||||||||||
| Basic net income per share | |||||||||||
| Diluted net income per share | |||||||||||
Unaudited pro forma net income reflects additional intangible asset amortization expense of approximately $68 thousand and $3.2 million for the three months ended March 31, 2022 and 2021, respectively, as well as additional income tax expense of approximately $66 thousand and $1.5 million for the three months ended March 31, 2022 and 2021, respectively, that would have been recorded had the 2022 acquisition taken place on January 1, 2021 and the 2021 acquisition taken place on January 1, 2020.
NOTE 18 - INCOME PER COMMON SHARE
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INSTALLED BUILDING PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 19 - SUBSEQUENT EVENTS
On April 11, 2022, we acquired the stock of Central Aluminum Supply Corporation and Central Aluminum Supply of North Jersey, LLC for a total consideration of approximately $57.3 million. The initial accounting for the business combinations was not complete at the time the financial statements were issued due to the timing of the acquisitions and the filing of this Quarterly Report on Form 10-Q. As a result, disclosures required under ASC 805-10-50, Business Combinations cannot be made at this time.
On May 5th, 2022, we announced that our board of directors declared a quarterly dividend, payable on June 30, 2022 to stockholders of record on June 15, 2022, at a rate of 31.5 cents per share.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and related notes in “Item 1. Financial Statements” of this Form 10-Q, as well as our 2021 Form 10-K.
OVERVIEW
We are one of the nation’s largest insulation installers for the residential new construction market and are also a diversified installer of complementary building products, including waterproofing, fire-stopping and fireproofing, garage doors, rain gutters, window blinds, shower doors, closet shelving, mirrors and other products throughout the United States. We offer our portfolio of services for new and existing single-family and multi-family residential and commercial building projects in all 48 continental states and the District of Columbia from our national network of over 210 branch locations. 96% of our net revenue comes from service-based installation of these products in the residential new construction, repair and remodel and commercial construction end markets and forms our Installation operating segment and single reportable segment. Additionally, we manufacture and distribute building products and materials to installers and distributors in new construction projects and these two operations form our Distribution operating segment and our Manufacturing operating segment, respectively. We believe our business is well positioned to continue to profitably grow over the long-term due to our strong balance sheet, liquidity and our continuing acquisition strategy. See “Key Factors Affecting Our Operating Results, COVID-19 Impacts” below for a discussion of short-term impacts to our business.
A large portion of our net revenue comes from the U.S. residential new construction market, which depends upon a number of economic factors, including demographic trends, interest rates, inflation, consumer confidence, employment rates, housing inventory levels, foreclosure rates, the health of the economy and availability of mortgage financing. The strategic acquisitions of multiple companies over the last several years contributed meaningfully to our 34.4% increase in net revenue during the three months ended March 31, 2022 compared to 2021.
2022 First Quarter Highlights
Net revenue increased 34.4%, or $150.4 million to $587.5 million, while gross profit increased 37.5% to $172.4 million during the three months ended March 31, 2022 compared to 2021. The increase in net revenue and gross profit was primarily driven by the contribution of our recent acquisitions, selling price and product mix improvements as evidenced by the 14.6% increase in our price/mix metric, and increased sales volume of 9.7% on a same branch basis. Gross profit grew faster than revenue primarily due to higher selling prices and resulting leverage gained on labor and other costs of sales, which was partially offset by higher material costs caused by supply chain constraints and higher fuel costs. Inflationary pressures continue to contribute to higher material costs, particularly for spray foam and several complementary installed products, as some products continue to be difficult to source near volume and pricing levels secured in prior periods. Our liquidity remains strong despite repurchasing $49.9 million of our Company's stock and paying our first annual dividend plus our quarterly regular dividend, totaling $35.4 million during the three months ended March 31, 2022. As of March 31, 2022, we had $217.4 million of cash and cash equivalents, $50.0 million of short-term investments, and we have not drawn on our revolving line of credit, which we amended and extended during the three months ended March 31, 2022, increasing the commitment to $250.0 million from $200.0 million.
During the three months ended March 31, 2022, we experienced growth in all of our end markets and we achieved 22.5% year-over-year same branch sales growth. Our largest end market, the single-family subset of the residential new construction market, grew revenue 37.4% over the same period ended March 31, 2021. Our commercial end market also experienced sales growth during this period due primarily to acquisitions despite continued project delays due to macroeconomic concerns surrounding the pandemic. These fluctuations are shown in further detail in the table below and impacts from COVID-19 are discussed further in the sections that follow.
Key Measures of Performance
During the three months ended March 31, 2022, we realigned our operating segments to reflect recent changes in our business as described in Part I, Item1, "Note 10 - Information on Segments." In conjunction with this realignment, we modified the key metrics we use to monitor company and segment performance. Specifically, we now present total sales growth and same branch growth metrics for our consolidated results, our Installation reportable segment and our Other category consisting of our Distribution and Manufacturing operating segments. In addition, our volume growth and price/mix growth metrics are now only presented for the Installation reportable segment to align with how we monitor our operations. While these changes do not
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significantly alter the prior period metrics previously disclosed, prior period Manufacturing operating segment growth metrics were reclassified from our Installation segment metrics to the Other category metrics.
The following table shows key measures of performance we utilize to evaluate our results:
| Three months ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Period-over-period Growth | |||||||||||
| Consolidated Sales Growth | 34.4 | % | 10.0 | % | |||||||
Consolidated Same Branch Sales Growth (1) | 22.5 | % | 2.2 | % | |||||||
Installation (2) | |||||||||||
Sales Growth (3) | 30.0 | % | 9.8 | % | |||||||
Same Branch Sales Growth (1)(3) | 22.2 | % | 2.0 | % | |||||||
Single-Family Sales Growth (4) | 37.4 | % | 9.4 | % | |||||||
Single-Family Same Branch Sales Growth (1)(4) | 29.4 | % | 4.7 | % | |||||||
Multi-Family Sales Growth (5) | 24.6 | % | 18.8 | % | |||||||
Multi-Family Same Branch Sales Growth (1)(5) | 23.1 | % | 6.6 | % | |||||||
Residential Sales Growth (6) | 35.2 | % | 10.9 | % | |||||||
Residential Same Branch Sales Growth (1)(6) | 28.3 | % | 5.0 | % | |||||||
Commercial Sales Growth (7) | 13.0 | % | 2.8 | % | |||||||
Commercial Same Branch Sales Growth (1)(7) | 5.9 | % | (14.0) | % | |||||||
Other (2) | |||||||||||
Sales Growth (8) | 407.3 | % | 37.3 | % | |||||||
Same Branch Sales Growth (1)(8) | 50.8 | % | 37.3 | % | |||||||
| Same Branch Sales Growth - Installation | |||||||||||
Volume Growth (1)(9) | 9.7 | % | 10.2 | % | |||||||
Price/Mix Growth (1)(10) | 14.6 | % | (6.2) | % | |||||||
Heavy Commercial Same Branch Sales Growth(1)(11) | 0.5 | % | (13.1) | % | |||||||
U.S. Housing Market (12) | |||||||||||
| Total Completions Growth | (5.5) | % | 9.2 | % | |||||||
Single-Family Completions Growth (4) | (0.7) | % | 11.2 | % | |||||||
Multi-Family Completions Growth (5) | (17.3) | % | 4.8 | % | |||||||
| (1) | Same-branch basis represents period-over-period growth for branch locations owned greater than 12 months as of each financial statement date. | ||||
| (2) | Prior period disclosures in this section of the above table have been recast to conform to the current period segment presentation. | ||||
| (3) | Calculated based on period-over-period growth of all end markets for our Installation segment. | ||||
| (4) | Calculated based on period-over-period growth in the single-family subset of the residential new construction end market for our Installation segment. | ||||
| (5) | Calculated based on period-over-period growth in the multi-family subset of the residential new construction end market for our Installation segment. | ||||
| (6) | Calculated based on period-over-period growth in the residential new construction end market for our Installation segment. | ||||
| (7) | Calculated based on period-over-period growth in the total commercial end market for our Installation segment. Our commercial end market consists of heavy and light commercial projects. | ||||
| (8) | Calculated based on period-over-period growth in our Other category which consists of our Manufacturing and Distribution operating segments. This fiscal quarter is the first full period of results for our recently acquired distribution business. The acquisition was completed in December 2021. | ||||
| (9) | Excludes the heavy commercial end market; calculated as period-over-period change in the number of completed same-branch residential new construction and repair and remodel jobs. | ||||
| (10) | Excludes the heavy commercial end market; defined as change in the mix of products sold and related pricing changes and calculated as the change in period-over-period average selling price per same-branch residential new construction and repair and remodel jobs multiplied by total current year jobs. The mix of end customer and product would have an impact on the year-over-year price per job. | ||||
| (11) | The heavy commercial end market, as a subset of our total commercial market, comprises certain of our branches working on projects constructed primarily out of steel and concrete, which are much larger than our average residential job. This market is excluded from the above same branch price/mix and volume growth metrics as to not skew the rates given the much larger per-job revenue compared to our average job. | ||||
| (12) | U.S. Census Bureau data, as revised. | ||||
We believe the revenue growth measures are important indicators of how our business is performing, however, we may rely on different metrics in the future. We also utilize gross profit percentage as shown in the following section to monitor our most significant variable costs and to evaluate labor efficiency and success at passing increasing costs of materials to customers.
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Net revenue, cost of sales and gross profit
The components of gross profit were as follows (in thousands):
| Three months ended March 31, | |||||||||||||||||
| 2022 | Change | 2021 | |||||||||||||||
| Net revenue | $ | 587,492 | 34.4 | % | $ | 437,066 | |||||||||||
| Cost of sales | 415,089 | 33.2 | % | 311,639 | |||||||||||||
| Gross profit | $ | 172,403 | 37.5 | % | $ | 125,427 | |||||||||||
| Gross profit percentage | 29.3 | % | 28.7 | % | |||||||||||||
Net revenue increased during the three months ended March 31, 2022, primarily driven by acquisitions, increased selling prices and organic growth from our existing branches, especially in our Installation residential end market (as shown in the Key Measures of Performance section above). All end markets we serve experienced sales growth, with overall sales growing 34.4% over the prior year period. For the three months ended March 31, 2022, on a same branch consolidated basis, net revenue improved 22.5% with approximately 14.6% of this increase attributable to price gains and more favorable customer and product mix with the remainder attributable to growth in the number of completed jobs. Growth in our residential end market is primarily due to selling price increases, higher volume and the continued success of our acquisition strategy. In our commercial end market, continued challenges associated with the COVID-19 pandemic had an impact as evidenced by a modest increase of 5.9% in same branch sales within this end market. See “Key Factors Affecting Our Operating Results, COVID-19 Impacts” below for further information.
As a percentage of net revenue, gross profit improved during the three months ended March 31, 2022 compared to the prior period primarily on the strength of sales growth across all end markets as well as strong price/mix growth. However, ongoing industry wide supply chain issues continue to impact our operating efficiency, driving our costs higher. In order to meet customer demand during the quarter, we purchased materials from distributors and home centers at a premium to what we typically would purchase directly from manufacturers. During the three months ended March 31, 2022, we estimate these purchases increased materials expense by approximately $1.4 million, therefore reducing gross profit by approximately 20 basis points. While inflation and material supply chain issues are likely to persist throughout the year, we believe new housing construction will remain supportive of our business due to the substantial number of permitted units that have yet to be started.
Operating expenses
Operating expenses were as follows (in thousands):
| Three months ended March 31, | |||||||||||||||||
| 2022 | Change | 2021 | |||||||||||||||
| Selling | $ | 25,192 | 20.8 | % | $ | 20,858 | |||||||||||
| Percentage of total net revenue | 4.3 | % | 4.8 | % | |||||||||||||
| Administrative | $ | 79,144 | 21.6 | % | $ | 65,077 | |||||||||||
| Percentage of total net revenue | 13.5 | % | 14.9 | % | |||||||||||||
| Amortization | $ | 11,097 | 32.2 | % | $ | 8,396 | |||||||||||
| Percentage of total net revenue | 1.9 | % | 1.9 | % | |||||||||||||
Selling
The dollar increase in selling expenses for the three months ended March 31, 2022 was primarily driven by an increase in selling wages and commissions to support our increased net revenue of 34.4%. Selling expense as a percentage of sales decreased for the three months ended March 31, 2022 compared to 2021 primarily due to increased leverage on wages and commissions from selling price increases.
Administrative
The dollar increase in administrative expenses for the three months ended March 31, 2022 was primarily due to an increase in wages, benefits, liability insurance and facility costs to support both acquisitions and organic growth. Administrative expenses decreased as a percentage of sales for the three months ended March 31, 2022 compared to 2021 primarily due to the leverage gained on administrative wages and benefits from increased sales.
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Amortization
The increase in amortization expense for the three months ended March 31, 2022 was attributable to the increase in finite-lived intangible assets recorded as a result of acquisitions.
Other expense, net
Other expense, net was as follows (in thousands):
| Three months ended March 31, | |||||||||||||||||
| 2022 | Change | 2021 | |||||||||||||||
| Interest expense, net | $ | 10,600 | 40.0 | % | $ | 7,574 | |||||||||||
| Other expense | 145 | 79.0 | % | 81 | |||||||||||||
| Total other expense, net | $ | 10,745 | $ | 7,655 | |||||||||||||
The increase in interest expense, net during the three months ended March 31, 2022 compared to 2021 was primarily due to the increase in debt levels. See Note 7, Long-Term Debt, for more information.
Income tax provision
Income tax provision and effective tax rates were as follows (in thousands):
| Three months ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Income tax provision | $ | 12,403 | $ | 6,150 | |||||||
| Effective tax rate | 26.8 | % | 26.2 | % | |||||||
During the three months ended March 31, 2022 and 2021, our effective tax rate was 26.8% and 26.2%, respectively. The rates for both periods were unfavorably impacted by certain expenses not being deductible for income tax reporting purposes.
Other comprehensive income, net of tax
Other comprehensive income, net of tax was as follows (in thousands):
| Three months ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Net change on cash flow hedges, net of taxes | $ | 18,111 | $ | 10,157 | |||||||
During the three months ended March 31, 2022, we recorded an unrealized gain of $17.5 million, net of tax, on our cash flow hedges due to the market's expectations for higher interest rates in the future relative to our three existing interest rate swaps. We also amortized $0.8 million of our remaining unrealized loss on our terminated cash flow hedges to interest expense during the three months ended March 31, 2022, not including tax effects of $0.2 million. During the three months ended March 31, 2021, we recorded an unrealized gain on our then forward cash flow hedge due to favorable market conditions and amortized a portion of the unrealized loss on our terminated cash flow hedges.
KEY FACTORS AFFECTING OUR OPERATING RESULTS
Inflation and Interest Rates
The fast recovery in residential housing demand helped offset prolonged impacts of the pandemic already experienced. However, the strong demand for residential housing has caused inflationary pressure on materials. Inflation has also affected the economy as a whole with the Federal Reserve raising the federal funds rate in March of 2022 in addition to signaling it plans to continue raising this rate throughout 2022 and into 2023. This caused the average mortgage rate in the United States to rise each month in 2022, which could curtail housing demand.
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Cost and Availability of Materials
We typically purchase the materials that we install directly from manufacturers, and the products we sell are either purchased from manufacturers or other suppliers or are manufactured by us. Since the beginning of the COVID-19 pandemic, the industry supply of many of the materials we install has been disrupted. The higher demand for materials coupled with supply chain issues including raw material shortages, supplier labor shortages, bottlenecks and shipping constraints has forced us to buy some materials at higher prices through distributors and local retailers to meet customer demand, therefore reducing gross profit. The pandemic has also resulted in the need for some of our manufacturers to allocate materials across the industry which has affected the pricing and availability of those materials. We expect the supply chain disruptions affecting most of the materials used throughout our installation work to continue throughout 2022.
In addition, we experience price increases from our suppliers from time to time, including multiple increases over the last few years caused by supply shortages and general economic inflationary pressures. During the three months ended March 31, 2022, we saw increased pricing for fiberglass insulation and many of the other products we install and expect manufacturers to seek additional price increases during the year. The increase in demand, inflationary pressures, product shortages and other supply constraints has caused these material price increases to be larger and more frequent than a normal business cycle. Increased market pricing, regardless of the catalyst, has and could continue to impact our results of operations throughout the remainder of 2022, to the extent that price increases cannot be passed on to our customers. We will continue to work with our customers to adjust selling prices to offset higher costs as they occur. See “COVID-19 Impacts” below for a discussion of the short-term impacts of the current economic climate on the availability of the materials we install.
Cost of Labor
Our business is labor intensive and the majority of our employees work as installers on local construction sites. We expect to spend more to hire, train and retain installers to support our growing business in 2022, as tight labor availability continues within the construction industry. We obtained leverage on our labor costs in the three months ended March 31, 2022 due to increased selling prices per job, however, inflation and market competition could increase these costs in the near-term. We offer a comprehensive benefits package, which many of our local competitors are not able to provide, which will increase costs as we hire additional personnel. Our workers’ compensation costs may continue to rise as we increase our coverage for additional personnel.
We experienced strong employee retention, turnover and labor efficiency rates in the three months ended March 31, 2022. We believe this is partially a result of various programs meant to benefit our employees, including our financial wellness plan, longevity stock compensation plan for employees and assistance from the Installed Building Products Foundation meant to benefit our employees, their families and their communities. While improved retention drives lower costs to recruit and train new employees, resulting in greater installer productivity, these improvements are somewhat offset by the additional costs of these incentives.
COVID-19 Impacts
The COVID-19 pandemic has caused significant volatility, uncertainty and economic disruption. While the COVID-19 pandemic and related events will likely have a negative effect on our business during the remainder of 2022, the full extent and scope of the impact on our business and industry, as well as national, regional and global markets and economies, depends on numerous evolving factors that we may not be able to accurately predict, including the duration and scope of the pandemic, additional government actions taken in response to the pandemic, the impact on construction activity and demand for homes (based on employment levels, consumer spending and consumer confidence). The fast recovery in residential housing demand helped offset prolonged impacts of the pandemic already experienced. However, we have experienced supply constraints and material price increases ultimately stemming from the effects of the pandemic across most of the products we install or sell, which we expect to continue throughout 2022.
In the commercial sector, we have experienced some impact to our commercial business, mainly in the form of project start delays and inefficiencies due to social distancing requirements in some areas. In the future, certain large-scale infrastructure programs may be at risk if the need for such structures decline, project funding declines or as consumer behaviors change in the wake of COVID-19 disruptions to the economy and changes to our general ways of life. For example, reduced demand for office buildings and/or educational facilities, decreased airport traffic, or decreased usage of sports arenas or similar commercial structures could impact our commercial end market. We continue to evaluate the nature and extent of the COVID-19 pandemic’s impact on our financial condition, results of operations and cash flows.
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On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security ("CARES Act") was signed into law. The CARES Act provides numerous tax provision and other stimulus measures. We benefited from the temporary suspension of the employer portion of Social Security taxes by deferring $20.7 million of payments in 2020. 50% of the amount was paid on December 31, 2021 and the remaining 50% will be paid on December 31, 2022. It is important to note that this does not impact the timing of the expense, only the timing of the payment.
LIQUIDITY AND CAPITAL RESOURCES
Our capital resources primarily consist of cash from operations and borrowings under our various debt agreements and capital equipment leases and loans. As of March 31, 2022, we had cash and cash equivalents of $217.4 million, short-term investments of $50.0 million, as well as access to $250.0 million under our asset-based lending credit facility (as defined below), less $44.3 million of outstanding letters of credit, resulting in total liquidity of $473.1 million. This total liquidity was reduced by $4.3 million within our cash and cash equivalents due to a deposit into a trust to serve as additional collateral for our workers' compensation and general liability policies. This amount can be converted to a letter of credit at our discretion and would reduce the availability of our asset-based lending facility (as defined below). Liquidity may also be limited in the future by certain cash collateral limitations under our asset-based credit facility (as defined below), depending on the status of our borrowing base availability.
We experienced unprecedented increases in pricing for fiberglass and foam insulation materials in 2021 and the first quarter of 2022 and expect manufacturers to seek additional price increases in 2022. Increased market pricing on the materials we purchase has and could continue to impact our results of operations in 2022 due to the higher prices we must pay for materials. See Part I, Item 1A, Risk Factors on the 2021 Form 10-K, for information on the potential and currently known impacts on our business and liquidity from the COVID-19 pandemic.
Short-Term Material Cash Requirements
Our primary capital requirements are to fund working capital needs, operating expenses, acquisitions and capital expenditures, to meet principal and interest obligations and to make required income tax payments. We may also use our resources to fund our optional stock repurchase program and pay quarterly and annual dividends. In addition, we expect to spend cash and cash equivalents to acquire various companies with at least $100.0 million in aggregate net revenue acquired each fiscal year. The amount of cash paid for an acquisition is dependent on various factors, including the size and determined value of the business being acquired.
We expect to meet our short-term liquidity requirements primarily through net cash flows from operations, our cash and cash equivalents on hand and borrowings from banks under the Master Loan and Security Agreement, the Master Equipment Agreement and the Master Loan Agreements. Additional sources of funds, should we need them, include borrowing capacity under our asset-based lending credit facility (as defined below).
Despite the current known impacts of the COVID-19 pandemic, we believe that our cash flows from operations, combined with our current cash levels and available borrowing capacity, will be adequate to support our ongoing operations and to fund our business needs, commitments and contractual obligations for at least the next 12 months as evidenced by our net positive cash flows from operations for the three months ended March 31, 2022 and 2021. We believe that we have access to additional funds, if needed, through the capital markets to obtain further debt financing under the current market conditions, but we cannot guarantee that such financing will be available on favorable terms, or at all. We also expect the seasonal trends we typically experience throughout the year to be more muted in 2022 given the strong industry backlog. This could affect the timing of cash collections and payments during each quarter of 2022.
Long-Term Material Cash Requirements
Beyond the next twelve months, our principal demands for funds will be to fund working capital needs and operating expenses, to meet principal and interest obligations on our long-term debts and finance leases as they become due or mature, and to make required income tax payments. Additional funds may be spent on acquisitions, capital improvements and dividend payments, at our discretion.
On a long-term basis, our sources of capital could be insufficient to meet our needs and growth strategy. We may refinance existing debt or obtain further debt financing in the future to the extent that our sources of capital is insufficient.
In "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the 2021 Form 10-K, we disclosed that we had $1.1 billion aggregate long-term material cash requirements as of December 31, 2021. There have
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been no material changes to our cash requirements during the period covered by this 10-Q outside of the normal course of our business.
Sources and Uses of Cash and Related Trends
Working Capital
We carefully manage our working capital and operating expenses. As of March 31, 2022 and December 31, 2021, our working capital, including cash and cash equivalents and investments, was $514.7 million and $551.7 million. Accounts receivable increased $32.8 million resulting from our increased net revenue, and inventories increased by $17.0 million due to material price inflation, increased selling activity and acquisitions. These increases were partially offset by an increase of $17.9 million in accounts payable primarily due material price inflation and increased sales volume. We continue to look for opportunities to reduce our working capital as a percentage of net revenue.
The following table summarizes our liquidity (in thousands):
| Three months ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Net cash provided by operating activities | $ | 48,225 | $ | 37,618 | |||||||
| Net cash used in investing activities | (68,718) | (52,392) | |||||||||
| Net cash used in financing activities | (95,558) | (9,403) | |||||||||
Cash Flows from Operating Activities
Our primary source of cash provided by operations are revenues generated from installing building products and the resulting operating income generated by these revenues. Operating income is adjusted for certain non-cash items, and our cash flows from operations can be impacted by the timing of our cash collections on sales and collection of retainage amounts. The COVID-19 pandemic has not had a material impact on our cash collections to date.
Our primary uses of cash from operating activities include payments for installation materials, compensation costs, leases, income taxes and other general corporate expenditures included in net income.
Net cash provided by operating activities increased from 2021 to 2022 primarily due to the increases in net income and various noncash adjustments, offset by the changes in working capital.
Cash Flows from Investing Activities
Sources of cash from investing activities consist primarily of proceeds from the sales of property and equipment and, periodically, maturities from short term investments. Cash used in investing activities consists primarily of purchases of property and equipment, payments for acquisitions and, periodically, purchases of short term investments.
Net cash used by investing activities increased from 2021 to 2022 primarily due to the purchase of short-term investment during the three months ended March 31, 2022. See Note 5, Investments and Cash and Cash Equivalents, for more information on this investment.
Cash Flows from Financing Activities
Our sources of cash from financing activities consists of proceeds from the issuances of vehicle and equipment notes payable and, periodically, other sources of debt financing. Cash used in financing activities consists primarily of debt repayments, acquisition-related obligations, dividends and stock repurchases.
Net cash used by financing activities increased from 2021 to 2022 primarily due to the repurchase of common stock under our stock repurchase plan during the three months ended March 31, 2022. Our net cash provided by financing activities also increased during the three months ended March 31, 2022 due to the payment of our first annual dividend payment. See Note 12, Stockholders' Equity, for more information on the repurchase of common stock and the payment of dividends.
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Debt
5.75% Senior Notes due 2028
In September 2019, we issued $300.0 million in aggregate principal amount of 5.75% senior unsecured notes (the “Senior Notes”). The Senior Notes will mature on February 1, 2028 and interest is payable semi-annually in cash in arrears on February 1 and August 1, commencing on February 1, 2020. The net proceeds from the Senior Notes offering were $295.0 million after debt issuance costs.
The indenture covering the Senior Notes contains restrictive covenants that, among other things, limit the ability of the Company and certain of our subsidiaries (subject to certain exceptions) to: (i) incur additional debt and issue preferred stock; (ii) pay dividends on, redeem or repurchase stock in an aggregate amount exceeding 2.0% of market capitalization per fiscal year, or in an aggregate amount exceeding certain applicable restricted payment baskets; (iii) prepay subordinated debt; (iv) create liens; (v) make specified types of investments; (vi) apply net proceeds from certain asset sales; (vii) engage in transactions with affiliates; (viii) merge, consolidate or sell substantially all of our assets; and (ix) pay dividends and make other distributions from subsidiaries.
Credit Facilities
In December 2021, we amended and restated our $500 million, seven-year term loan facility due December 2028 (the “Term Loan”) under our credit agreement (the “Term Loan Agreement”), dated as of December 14, 2021 with Royal Bank of Canada as the administrative agent and collateral agent thereunder. The amended Term Loan amortizes in quarterly principal payments of $1.25 million starting on March 31, 2022, with any remaining unpaid balances due on the maturity date of December 14, 2028. The Term Loan bears interest at either the base rate (which approximates the prime rate) or the Eurodollar rate, plus a margin of (A) 1.25% in the case of base rate loans or (B) 2.25% in the case of Eurodollar rate loans. Proceeds from the Term Loan were used to refinance and repay in full all amounts outstanding under our previous term loan agreement. We intend to use the remaining funds to pay for certain fees and expenses associated with the closing of the Term Loan and for general corporate purposes, including acquisitions and other growth initiatives. As of March 31, 2022, we had $492.3 million, net of unamortized debt issuance costs, due on our Term Loan.
Subject to certain exceptions, the Term Loan will be subject to mandatory prepayments of (i) 100% of the net cash proceeds from issuances or incurrence of debt by the Company or any of its restricted subsidiaries (other than with respect to certain permitted indebtedness (excluding any refinancing indebtedness); (ii) 100% (with step-downs to 50% and 0% based on achievement of specified net leverage ratios) of the net cash proceeds from certain sales or dispositions of assets by the Company or any of its restricted subsidiaries in excess of a certain amount and subject to reinvestment provision and certain other exception; and (iii) 50% (with step-downs to 25% and 0% based upon achievement of specified net leverage ratios) of excess cash flow of the Company and its restricted subsidiaries in excess of $15 million, subject to certain exceptions and limitations.
In February 2022, we amended and extended the term of our asset-based lending credit agreement (the “ABL Credit Agreement”). The ABL Credit Agreement increased the commitment under the asset-based lending credit facility (the “ABL Revolver”) to $250.0 million from $200.0 million, and permits us to further increase the commitment amount up to $300.0 million. The amendment also extends the maturity date from September 26, 2024 to February 17, 2027. The ABL Revolver bears interest at either the base rate or the Secured Overnight Financing Rate ("Term SOFR"), at our election, plus a margin of 0.25% or 0.50% in the case of base rate loans or 1.25% or 1.50% for Term SOFR advances (in each case based on a measure of availability under the ABL Credit Agreement). The amendment also allows for modification of specified fees dependent upon achieving certain sustainability targets, in addition to making other modifications to the ABL Credit Agreement. In connection with the Term Loan Agreement, we entered into a Third Amendment (the “Third Amendment”) to the ABL/Term Loan Intercreditor Agreement with Bank of America, N.A., as ABL Agent for the lenders under the ABL Credit Agreement, and Royal Bank of Canada as collateral agent under the Term Loan Agreement. Including outstanding letters of credit, our remaining availability under the ABL Revolver as of March 31, 2022 was $205.7 million.
All of the obligations under the Term Loan and ABL Revolver are guaranteed by all of the Company’s existing restricted subsidiaries and will be guaranteed by the Company’s future restricted subsidiaries. Additionally, all obligations under the Term Loan and ABL Revolver, and the guarantees of those obligations, are secured by substantially all of the assets of the Company and the guarantors, subject to certain exceptions and permitted liens, including a first-priority security interest in such assets that constitute ABL Priority Collateral, as defined in the ABL Credit Agreement, and a second- priority security interest in such assets that constitute Term Loan Priority Collateral, as defined in the Term Loan Agreement.
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The ABL Revolver also provides incremental revolving credit facility commitments of up to $50.0 million. The terms and conditions of any incremental revolving credit facility commitments must be no more favorable than the terms of the ABL Revolver. The ABL Revolver also allows for the issuance of letters of credit of up to $100.0 million in aggregate and borrowing of swingline loans of up to $25.0 million in aggregate.
The ABL Credit Agreement contains a financial covenant requiring the satisfaction of a minimum fixed charge coverage ratio of 1.0x in the event that we do not meet a minimum measure of availability under the ABL Revolver. The ABL Credit Agreement and the Term Loan Agreement contain restrictive covenants that, among other things, limit the ability of the Company and certain of our subsidiaries (subject to certain exceptions) to: (i) incur additional debt and issue preferred stock; (ii) pay dividends on, redeem or repurchase stock in an aggregate amount exceeding the greater of 2.0% of market capitalization per fiscal year or certain applicable restricted payment basket amounts; (iii) prepay subordinated debt; (iv) create liens; (v) make specified types of investments; (vi) apply net proceeds from certain asset sales; (vii) engage in transactions with affiliates; (viii) merge, consolidate or sell substantially all of our assets; and (ix) pay dividends and make other distributions from subsidiaries. At March 31, 2022, we were in compliance with all applicable covenants under the Term Loan Agreement, ABL Credit Agreement and the Senior Notes.
Derivative Instruments
As of March 31, 2022, we had three interest rate swaps. One interest rate swap began July 30, 2021 and has a fixed notional amount of $200.0 million, a fixed rate of 0.51% and a maturity date of April 15, 2030. We also had two interest rate swaps that began December 31, 2021, each with a fixed notional amount of $100.0 million, a fixed rate of 1.37%, and a maturity date of December 15, 2028. Together, these three swaps serve to hedge $400.0 million of the variable cash flows on our variable rate Term Loan through maturity. The assets and liabilities associated with the forward interest rate swap are included in other non-current assets and other current liabilities on the Consolidated Balance Sheets at their fair value amounts as described in Note 9, Fair Value Measurements.
LIBOR is used as a reference rate for our Term Loan and our interest rate swap agreements we use to hedge our interest rate exposure. For more information on the discontinuance of LIBOR, see Item 3. Quantitative and Qualitative Disclosures about Market Risk below.
Vehicle and Equipment Notes
We have financing loan agreements with various lenders to provide financing for the purpose of purchasing or leasing vehicles and equipment used in the normal course of business. Vehicles and equipment purchased or leased under each financing arrangement serve as collateral for the note applicable to such financing arrangement. Regular payments are due under each note for a period of typically 60 consecutive months after the incurrence of the obligation.
Total gross assets and respective outstanding loan balances relating to our master loan and equipment agreements were $139.3 million and $67.4 million as of March 31, 2022 and $134.5 million and $69.2 million as of December 31, 2021, respectively. Depreciation of assets held under these agreements is included within cost of sales on the Condensed Consolidated Statements of Operations and Comprehensive Income.
Letters of Credit and Bonds
We may use performance bonds to ensure completion of our work on certain larger customer contracts that can span multiple accounting periods. Performance bonds generally do not have stated expiration dates; rather, we are released from the bonds as the contractual performance is completed. In addition, we occasionally use letters of credit and cash to secure our performance under our general liability and workers’ compensation insurance programs. Permit and license bonds are typically issued for one year and are required by certain municipalities when we obtain licenses and permits to perform work in their jurisdictions.
The following table summarizes our outstanding bonds, letters of credit and cash-collateral (in thousands):
| As of March 31, 2022 | |||||
| Performance bonds | $ | 76,020 | |||
| Insurance letters of credit and cash collateral | 50,433 | ||||
| Permit and license bonds | 7,934 | ||||
| Total bonds and letters of credit | $ | 134,387 | |||
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We have $4.3 million deposited into a trust as of March 31, 2022 to serve as additional collateral for our workers’ compensation and general liability policies. This collateral can be converted to a letter of credit at our discretion and is therefore not considered to be restricted cash.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Certain accounting policies involve judgments and uncertainties to such an extent that there is a reasonable likelihood that materially different amounts could have been reported using different assumptions or under different conditions. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of our assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions used in preparation of our consolidated financial statements. There have been no significant changes to our critical accounting policies and estimates during the three months ended March 31, 2022 from those disclosed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our 2021 Form 10-K.
Recent Accounting Pronouncements
For a description of recently issued and/or adopted accounting pronouncements, see Note 2, Significant Accounting Policies, to our audited consolidated financial statements included in the 2021 10-K.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, including with respect to the housing market and the commercial market, industry conditions, our financial and business model, payments of dividends, the impact of COVID-19 on our business and end markets, the demand for our services and product offerings, trends in the commercial business, expansion of our national footprint and end markets, diversification of our products, our ability to grow and strengthen our market position, our ability to pursue and integrate value-enhancing acquisitions, our ability to improve sales and profitability, our efforts to navigate the material pricing environment, our ability to increase selling prices, our material and labor costs, supply chain and material constraints, the impact of COVID-19 on our financial results and expectations for demand for our services and our earnings in 2022. Forward-looking statements may generally be identified by the use of words such as “anticipate,” “believe,” “estimate,” “project,” “predict,” “possible,” “forecast,” “may,” “could,” “would,” “should,” “expect,” “intends,” “plan,” and “will” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Any forward-looking statements that we make herein and in any future reports and statements are not guarantees of future performance, and actual results may differ materially from those expressed in or suggested by such forward-looking statements as a result of various factors, including, without limitation, the duration, effect and severity of the COVID-19 crisis; any recurrence of COVID-19, including through any new variant strains of the virus, and the related surges in positive COVID-19 cases; the adverse impact of the COVID-19 crisis on our business and financial results, our supply chain, the economy and the markets we serve; general economic and industry conditions; inflation and interest rates; the material price and supply environment; the timing of increases in our selling prices; the risk that the Company may reduce, suspend or eliminate dividend payments in the future; and the factors discussed in the “Risk Factors” section of our 2021 Annual Report on Form 10-K and this Quarterly Report on Form 10-Q, as the same may be updated from time to time in our subsequent filings with the SEC. In addition, any future declaration of dividends will be subject to the final determination of our Board of Directors. Any forward-looking statement made by the Company in this report speaks only as of the date hereof. New risks and uncertainties arise from time to time and it is impossible for the Company to predict these events or how they may affect it. The Company has no obligation, and does not intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks related to fluctuations in interest rates on our outstanding variable rate debt. As of March 31, 2022, we had $498.8 million outstanding on our Term Loan, gross of unamortized debt issuance costs, no outstanding borrowings on our ABL Revolver and no outstanding borrowings under finance leases subject to variable interest rates. As of
34
March 31, 2022, we had three interest rate swaps which, when combined, serve to hedge $400.0 million of the variable cash flows on our Term Loan until its maturity unless extended. As a result, total variable rate debt of $98.8 million was exposed to market risks as of March 31, 2022. A hypothetical one percentage point increase (decrease) in interest rates on our variable rate debt would increase (decrease) our annual interest expense by approximately $1.0 million. Our Senior Notes accrue interest at a fixed rate of 5.75%.
For variable rate debt, interest rate changes generally do not affect the fair value of the debt instrument, but do impact future earnings and cash flows, assuming other factors are held constant. We have not entered into and currently do not hold derivatives for trading or speculative purposes.
LIBOR is used as a reference rate for our Term Loan and our interest rate swap agreements we use to hedge our interest rate exposure. In 2017, the FCA announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The Intercontinental Exchange Benchmark Administration, the administrator of LIBOR, announced in March 2021 its intention to extend the publication of certain LIBOR settings, including the setting we use as a reference rate, to June 2023. It is unclear whether new methods of calculating LIBOR will be established after that date. Our Term Loan Agreement and 2021 interest rate swap agreements include a provision related to the potential discontinuance of LIBOR to be replaced with one or more Secured Overnight Financing Rate (SOFR) values or another alternate benchmark rate. However, if LIBOR ceases to exist after 2023, the interest rates under the alternative rate could be higher than LIBOR. In January 2020, the FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848) and in January 2021, the FASB subsequently issued ASU 2021-01, Reference Rate Reform - Scope, which clarified the scope and application of the original guidance. The purpose of this guidance is to provide relief for impacted areas as it relates to impending reference rate reform. We elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. We continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) as required by Exchange Act Rules 13a-15(e) and 15d-15(e). Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2022.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended March 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal controls over financial reporting despite the fact that some of the employees at our corporate office are working remotely at times due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
See Part I, Item 1. Financial Statements, Note 16, Commitments and Contingencies – Other Commitments and Contingencies, for information about existing legal proceedings.
Item 1A. Risk Factors
As of the date of this report, there have been no material changes from the risk factors disclosed in our 2021 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table shows the stock repurchase activity for the three months ended March 31, 2022:
Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs (1) | ||||||||||||||||||||
| January 1 - 31, 2022 | — | — | — | — | |||||||||||||||||||
| February 1 - 28, 2022 | — | — | — | — | |||||||||||||||||||
| March 1 - 31, 2022 | 510,943 | $ | 97.57 | 510,943 | $ | 150.1 | million | ||||||||||||||||
| 510,943 | $ | 97.57 | 510,943 | $ | 150.1 | million | |||||||||||||||||
(1)On February 24, 2022 our board of directors authorized an extension of our stock repurchase program through March 1, 2023 and concurrently authorized an increase in total amount of our outstanding common stock we can purchase under the extended program up to $200.0 million. We repurchased $49.9 million shares of common stock under our stock repurchase program during the three months ended March 31, 2022. As a result of this extension and repurchased stock, we have $150.1 million remaining on our stock repurchase program as of the date of filing of this Form 10-Q. For further information about our stock repurchase program, see Note 12, Stockholder's Equity.
Item 3. Defaults Upon Senior Securities
There have been no material defaults in senior securities.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
(a)(3) Exhibits
The following exhibits are being filed as part of this Quarterly Report on Form 10-Q:
Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 21.1*† | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1* | ||||||||
| 32.2* | ||||||||
| 101** | The following financial statements from the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2022, formatted in inline XBRL, include: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income, (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) the Notes to the Condensed Consolidated Financial Statements. | |||||||
| 104** | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). | |||||||
* Filed herewith.
** Submitted electronically with the report.
† Corrected version of exhibit previously filed as Exhibit 21.1 to the Company's 2021 Form 10-K, as updated to March 31, 2022.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 5, 2022
| INSTALLED BUILDING PRODUCTS, INC. | ||||||||
| By: | /s/ Jeffrey W. Edwards | |||||||
| Jeffrey W. Edwards | ||||||||
| President and Chief Executive Officer | ||||||||
| By: | /s/ Michael T. Miller | |||||||
| Michael T. Miller | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
Exhibit 21.1
Significant Subsidiaries of Installed Building Products, Inc.
| Name | Jurisdiction of Organization | ||||
| 5 Star Building Products LLC | Utah | ||||
| 5 Star Building Products of Southern Utah, LLC | Utah | ||||
| A+ Insulation of Kansas City, LLC | Delaware | ||||
| Accurate Insulation LLC | Maryland | ||||
| Accurate Insulation of Colorado, LLC | Delaware | ||||
| Accurate Insulation of Delaware, LLC | Delaware | ||||
| Accurate Insulation of Upper Marlboro, LLC | Delaware | ||||
| Advanced Fiber, LLC | Delaware | ||||
| Advanced Insulation, LLC | Delaware | ||||
| Alert Insulation of California, LLC | Delaware | ||||
| All Construction Services, LLC | Delaware | ||||
| All in One & Moore Building Systems, LLC | Delaware | ||||
| Alpha Insulation & Water Proofing Company | Georgia | ||||
| Alpha Insulation & Water Proofing, Inc. | Texas | ||||
| Alpine Construction of Colorado, LLC | Ohio | ||||
| Alpine Insulation I, LLC | Delaware | ||||
| AMD Distribution Services, LLC | Delaware | ||||
| American Insulation & Energy Services, LLC | Alabama | ||||
| Any Season Insulation, LLC | Delaware | ||||
| Apple Valley Insulation, a BDI Company, Inc. | California | ||||
| Aster Contractors Holdings, LLC | Delaware | ||||
| Astro Insulation of Illinois, LLC | Delaware | ||||
| Baytherm Insulation, LLC | Delaware | ||||
| BDI Insulation of Idaho Falls, Inc. | Idaho | ||||
| BDI Insulation of Salt Lake, L.L.C. | Utah | ||||
| Big City Insulation of Idaho, Inc. | Idaho | ||||
| Big City Insulation, Inc. | Utah | ||||
| B-Organized Insulation, LLC | Delaware | ||||
| Broken Drum Insulation Visalia, Inc. | California | ||||
| Broken Drum of Bakersfield, Inc. | California | ||||
| Builders Installed Products of Maine, LLC | Delaware | ||||
| Builders Installed Products of New Hampshire, LLC | Delaware | ||||
| Builders Installed Products of New York, LLC | Delaware | ||||
| Builders Installed Products of Vermont, LLC | Delaware | ||||
| Building Materials Finance, Inc. | Delaware | ||||
| C.Q. Insulation, Inc. | Florida | ||||
| CFI Insulation, Inc. | Tennessee | ||||
| CLS Insulation, LLC | Delaware | ||||
| Cornhusker Insulation, LLC | Delaware | ||||
| Division 7 8 9 Supply, LLC | Delaware | ||||
| East Coast Insulators II, LLC | Delaware | ||||
| Eastern Contractor Services Limited Liability Company | New Jersey | ||||
| Ecologic Energy Solutions, LLC | Delaware | ||||
| Edwards/Mooney & Moses, LLC | Delaware | ||||
| Elite Spray Foam of Las Vegas, LLC | Delaware | ||||
| EMPER Holdings, LLC | Delaware | ||||
| Energy Savers of Louisville, LLC | Delaware | ||||
| Expert Insulation of Minnesota, LLC | Delaware | ||||
| FiberClass Insulation, LLC | Delaware | ||||
| First State Building Products, LLC | Delaware | ||||
| Fort Wayne Urethane, LLC | Delaware | ||||
| Garage Door Systems, LLC | Delaware | ||||
| Gold Insulation, Inc. | Delaware | ||||
| Gold Star Insulation, L.P. | Delaware | ||||
| Green Star Plus Insulation, LLC | Delaware | ||||
| G-T-G, LLC | South Carolina | ||||
| Gulf Coast Insulation, LLC | Delaware | ||||
| Hinkle Insulation & Drywall Company, Incorporated | Texas | ||||
| Horizon Electric Services, LLC | Delaware | ||||
| I.W. International Insulation Incorporated | Washington | ||||
| IBHL A Holding Company, Inc. | Delaware | ||||
| IBHL B Holding Company, Inc. | Delaware | ||||
| IBHL II-A Holding Company, Inc. | Delaware | ||||
| IBHL II-B Holding Company, Inc. | Delaware | ||||
| IBP Arctic Express, LLC | Delaware | ||||
| IBP Asset II, LLC | Delaware | ||||
| IBP Asset, LLC | Delaware | ||||
| IBP Corporation Holdings, Inc. | Delaware | ||||
| IBP Exteriors, Inc. | New Jersey | ||||
| IBP Holdings II, LLC | Delaware | ||||
| IBP Holdings, LLC | Delaware | ||||
| IBP Legacy Glass & Supply, LLC | Delaware | ||||
| IBP Logistics, LLC | Delaware | ||||
| IBP of Mansfield, LLC | Delaware | ||||
| IBP of Oklahoma, LLC | Delaware | ||||
| IBP of San Antonio, LLC | Delaware | ||||
| IBP of Toledo, LLC | Delaware | ||||
| IBP Rating Services, LLC | Texas | ||||
| IBP Texas Assets I, LLC | Delaware | ||||
| IBP Texas Assets II, LLC | Delaware | ||||
| IBP Texas Assets III, LLC | Delaware | ||||
| Installed Building Products – Panhandle, LLC | Delaware | ||||
| Installed Building Products – Portland, LLC | Oregon | ||||
| Installed Building Products Distribution Services, LLC | Delaware | ||||
| Installed Building Products II, LLC | Delaware | ||||
| Installed Building Products of Fort Myers, LLC | Delaware | ||||
| Installed Building Products of Houston, LLC | Delaware | ||||
| Installed Building Products of Jacksonville, LLC | Delaware | ||||
| Installed Building Products of Maine, LLC | Delaware | ||||
| Installed Building Products of Miami, LLC | Delaware | ||||
| Installed Building Products of Tampa, LLC | Delaware | ||||
| Installed Building Products of Utah, LLC | Delaware | ||||
| Installed Building Products of West Palm, LLC | Delaware | ||||
| Installed Building Products, LLC | Delaware | ||||
| Installed Building Solutions II, LLC | Delaware | ||||
| Insulation Contractors of Washington, LLC | Delaware | ||||
| Insulation Northwest, LLC | Delaware | ||||
| Insulation Wholesale Supply, LLC | Nevada | ||||
| InsulVail, LLC | Colorado | ||||
| Key Insulation of Austin, LLC | Delaware | ||||
| Key Insulation of San Antonio, LLC | Delaware | ||||
| Lakeside Insulation, LLC | Delaware | ||||
| Layman Brothers Insulation, LLC | Delaware | ||||
| LKS Transportation, LLC | Delaware | ||||
| Loveday Insulation, LLC | Delaware | ||||
| M&D Insulation, LLC | Delaware | ||||
| MAP Installed Building Products of Sagamore, LLC | Delaware | ||||
| MAP Installed Building Products of Seekonk, LLC | Delaware | ||||
| Marv’s Insulation, Inc. | Idaho | ||||
| Metro Home Insulation, LLC | Delaware | ||||
| Mid South Construction and Building Products, Inc. | Georgia | ||||
| Mid-Atlantic Insulation, LLC | Delaware | ||||
| MIG Building Systems of East Syracuse, LLC | Delaware | ||||
| MIG Building Systems, LLC | Delaware | ||||
| Momper Insulation of Crown Point, LLC | Delaware | ||||
| Momper Insulation of Elkhart, LLC | Delaware | ||||
| Momper Insulation of Fort Wayne, LLC | Delaware | ||||
| Norkote of Washington, LLC | Delaware | ||||
| Northwest Insulation, LLC | Delaware | ||||
| OJ Insulation Holdings, Inc. | Delaware | ||||
| OJ Insulation, L.P. | Delaware | ||||
| Pacific Partners Insulation North, a BDI Company, LLC | Washington | ||||
| Pacific Partners Insulation South, a BDI Company, LLC | Washington | ||||
| Parker Insulation and Building Products, LLC | Texas | ||||
| PEG, LLC | Texas | ||||
| Pisgah Insulation and Fireplaces of NC, LLC | North Carolina | ||||
| Premier Building Supply SLC, LLC | Utah | ||||
| Premier Building Supply, LLC | Utah | ||||
| RaJan, LLC | Ohio | ||||
| Rocket Insulation, LLC | Delaware | ||||
| Rockford Insulation, LLC | Delaware | ||||
| Royals Commercial of Maryland, LLC | Delaware | ||||
| SCE of Chicago, LLC | Delaware | ||||
| Sierra Insulation Contractors II, LLC | Delaware | ||||
| Southern Insulators, LLC | Delaware | ||||
| Spec 7 Insulation Co., LLC | Colorado | ||||
| Suburban Insulation, Inc. | Pennsylvania | ||||
| Superior Insulation Services, LLC | Delaware | ||||
| Superior Insulation, LLC | Delaware | ||||
| TCI Contracting of Charleston, LLC | Delaware | ||||
| TCI Contracting of Hilton Head, LLC | Delaware | ||||
| TCI Contracting of Kentucky, LLC | Delaware | ||||
| TCI Contracting of Memphis, LLC | Delaware | ||||
| TCI Contracting of Nashville, LLC | Delaware | ||||
| TCI Contracting of the Gulf, LLC | Delaware | ||||
| TCI Contracting, LLC | Georgia | ||||
| Thermal Control Insulation, LLC | Ohio | ||||
| Therm-Con of Tennessee, LLC | Delaware | ||||
| Tidewater Insulators, LLC | Delaware | ||||
| Town Building Systems, LLC | Delaware | ||||
| Trademark Roofing Company, Inc. | North Carolina | ||||
| Trademark Seamless Gutter Company, Inc. | North Carolina | ||||
| Trilok Industries, Inc. | Georgia | ||||
| U.S. Insulation Corp. | Connecticut | ||||
| Water-Tite Company, LLC | Delaware | ||||
| WeatherSeal Company, LLC | Delaware | ||||
| Wilson Insulation Company, LLC | Georgia | ||||
Exhibit 31.1
INSTALLED BUILDING PRODUCTS, INC.
Certification Required by Rule 13a-14(a) or 15d-14(a)
of the Securities Exchange Act of 1934
I, Jeffrey W. Edwards, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Installed Building Products, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: | May 5, 2022 | By: | /s/ Jeffrey W. Edwards | |||||||||||
| Jeffrey W. Edwards | ||||||||||||||
| President and Chief Executive Officer | ||||||||||||||
Exhibit 31.2
INSTALLED BUILDING PRODUCTS, INC.
Certification Required by Rule 13a-14(a) or 15d-14(a)
of the Securities Exchange Act of 1934
I, Michael T. Miller, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Installed Building Products, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: | May 5, 2022 | By: | /s/ Michael T. Miller | |||||||||||
| Michael T. Miller | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||
Exhibit 32.1
INSTALLED BUILDING PRODUCTS, INC.
Certification Required by Rule 13a-14(b) or 15d-14(b)
of the Securities Exchange Act of 1934 and
Section 1350 of Chapter 63 of Title 18 of the
United States Code
The certification set forth below is being submitted in connection with the Installed Building Products, Inc. Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
Jeffrey W. Edwards, the President and Chief Executive Officer, of Installed Building Products, Inc., certifies that, to the best of his knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of Installed Building Products, Inc.
| Dated: | May 5, 2022 | By: | /s/ Jeffrey W. Edwards | |||||||||||
| Jeffrey W. Edwards | ||||||||||||||
| President and Chief Executive Officer | ||||||||||||||
Exhibit 32.2
INSTALLED BUILDING PRODUCTS, INC.
Certification Required by Rule 13a-14(b) or 15d-14(b)
of the Securities Exchange Act of 1934 and
Section 1350 of Chapter 63 of Title 18 of the
United States Code
The certification set forth below is being submitted in connection with the Installed Building Products, Inc. Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
Michael T. Miller, the Executive Vice President and Chief Financial Officer, of Installed Building Products, Inc., certifies that, to the best of his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of Installed Building Products, Inc.
| Dated: | May 5, 2022 | By: | /s/ Michael T. Miller | |||||||||||
| Michael T. Miller | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||