Related Party Transactions

12 Months Ended

Dec. 31, 2014

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 10 – RELATED PARTY TRANSACTIONS

In December 2012, we entered into a management services and fee agreement and made a payment of $4,300 for management fees to certain related parties for management services. Pursuant to this agreement, the board of directors annually determined whether a management fee would be paid as well as the amount of that fee. The agreement was terminated on October 22, 2013, and no such fees were paid in 2013.

We sell installation services to other companies related through common or affiliated ownership. We also purchase services and materials and pay rent to companies with common or related ownership. See Note 11, Commitments and Contingencies, for future minimum lease payments to be paid to these related parties.

For the years ended December 31, 2014, 2013 and 2012, the amount of sales to common or related parties as well as the purchases from and rent expense paid to these common or related parties are as follows:

	Years ended December 31,
	2014		2013		2012
Sales	$	6,026	$	1,188	$	1,689
Purchases		3,100		10,292		3,668
Rent		600		671		288

During the second quarter of 2014, we appointed a new member to our Board of Directors who is also the CEO of M/I Homes, Inc. (NYSE: MHO), one of our customers. As a result, we have included all sales to this customer in 2014 in the above table. We paid this director fees of $50 in the form of restricted stock awards and $25 in the form of cash compensation during the year ended December 31, 2014. See Note 8, Employee Benefits, Share-Based Compensation, for further information.

At December 31, 2014 and 2013, we had related party balances of $1,255 and $475, respectively, included in accounts receivable on our Consolidated Balance Sheets. Also at December 31, 2014, we had related party balances of $3 and $539, respectively, included in accounts payable on our Consolidated Balance Sheets. Included in these balances are trade amounts associated with various entities qualifying as related parties to us. M/I Homes, Inc. accounted for $627 of the total accounts receivable, related party balance as of December 31, 2014.

In December 2014, we entered into a share repurchase agreement with Cetus Capital II, LLC (“Cetus”) for the purchase of 300,000 shares of our common stock for an aggregate purchase price of $5,283. A member of our Board of Directors is affiliated with Cetus, thus classifying this as a transaction with a related party. See Note 7, Stockholder’s Equity (Deficit) and Redeemable Instruments, for more information on the share repurchase.

As a result of our acquisition of TCI Contracting, LLC (“TCI”) in 2012, one of our existing suppliers became classified as a related party until a change in ownership of the supplier resulted in an end to such classification during 2014. Prior to not being classified as a related party to us, purchases made from this supplier during the years ended December 31, 2014, 2013 and 2012 were $2,556, $10,126 and $743, respectively, and are included in total related party purchases in the preceding table.

One of our major stockholders guaranteed certain reimbursement obligations of ours under certain performance and licensing bonds issued by sureties on behalf of us in the ordinary course of business. These bonds have been replaced with bonds that do not require any guarantee. These obligations were not direct guarantees of us and were terminated as of January, 2014.

The Company maintains a receivable from IBP Holding Company, Inc., related to us through direct control by Jeff Edwards, in the amount of approximately $600 as of December 31, 2014 and 2013. The receivable represents amounts owed to us for wages and related expenses paid by the Company during 2011 to former employees of IBP Holding Company, Inc. and is included in other current assets on the accompanying Consolidated Balance Sheets. We have received $215 of this receivable as of the date of filing of this Annual Report on Form 10-K.