TopBuild (BLD) 10-Q 9 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 02, 2017
Document and Entity Information
Entity Registrant Name	TopBuild Corp
Entity Central Index Key	1,633,931
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		37,040,794
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 80,370	$ 134,375
Receivables, net of an allowance for doubtful accounts of $3,633 and $3,374 at March 31, 2017, and December 31, 2016, respectively	269,359	252,624
Inventories, net	112,633	116,190
Prepaid expenses and other current assets	27,592	23,364
Total current assets	489,954	526,553
Property and equipment, net	95,788	92,760
Goodwill	1,063,518	1,045,058
Other intangible assets, net	15,952	2,656
Deferred tax assets, net	19,469	19,469
Other assets	3,258	3,623
Total Assets	1,687,939	1,690,119
Current liabilities:
Accounts payable	226,974	241,534
Current portion of long-term debt	20,000	20,000
Accrued liabilities	99,647	64,399
Total current liabilities	346,621	325,933
Long-term debt	153,885	158,800
Deferred tax liabilities, net	193,715	193,715
Long-term portion of insurance reserves	37,867	38,691
Other liabilities	1,892	433
Total Liabilities	733,980	717,572
Commitments and contingencies
Equity:
Preferred stock, $0.01 par value: 10,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2017, and December 31, 2016
Common stock, $0.01 par value: 250,000,000 shares authorized; 38,575,699 issued and 37,505,038 outstanding at March 31, 2017, and 38,488,825 shares issued and 37,815,199 outstanding at December 31, 2016	386	385
Treasury stock, 1,070,661 shares at March 31, 2017, and 673,626 shares at December 31, 2016, at cost	(39,675)	(22,296)
Additional paid-in capital	845,976	845,476
Retained earnings	147,272	148,982
Total equity	953,959	972,547
Total liabilities and equity	$ 1,687,939	$ 1,690,119

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
CONSOLIDATED BALANCE SHEETS
Allowance for doubtful accounts	$ 3,633	$ 3,374
Preferred Stock, Par Value (in dollars per share)	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares, Issued	0	0
Preferred Stock, Shares, Outstanding	0	0
Common Stock, Par Value (in dollars per share)	$ 0.01	$ 0.01
Common Stock, Shares Authorized	250,000,000	250,000,000
Common Stock, Shares, Issued	38,575,699	38,488,825
Common Stock, Shares, Outstanding	37,505,038	37,815,199
Treasury stock, shares at cost	1,070,661	673,626

CONSLIDATED STATEMENT OF OPERAT

CONSLIDATED STATEMENT OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CONSOLIDATED STATEMENTS OF OPERATIONS
Net sales	$ 441,363	$ 414,024
Cost of sales	339,735	324,569
Gross profit	101,628	89,455
Selling, general, and administrative expense (exclusive of significant legal settlement, shown separately below)	75,091	69,688
Significant legal settlement (See Note 8 – Other Commitments & Contingencies)	30,000
Operating (loss) profit	(3,463)	19,767
Other income (expense), net:
Interest expense	(1,370)	(1,673)
Other, net	107	75
Other expense, net	(1,263)	(1,598)
(Loss) income from continuing operations before income taxes	(4,726)	18,169
Income tax benefit (expense) from continuing operations	3,016	(7,053)
(Loss) income from continuing operations	(1,710)	11,116
Net (loss) income	$ (1,710)	$ 11,116
Basic:
(Loss) income from continuing operations	$ (0.05)	$ 0.29
Net (loss) income	(0.05)	0.29
Diluted:
(Loss) income from continuing operations	(0.05)	0.29
Net (loss) income	$ (0.05)	$ 0.29

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Net Cash Provided by (Used in) Operating Activities:
Net (loss) income	$ (1,710)	$ 11,116
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	3,231	2,895
Share-based compensation	2,084	1,600
Loss on sale or abandonment of property and equipment	88	950
Amortization of debt issuance costs	86	86
Provision for bad debt expense	995	1,054
Loss from inventory obsolescence	360	335
Deferred income taxes, net		(3)
Changes in certain assets and liabilities:
Receivables, net	(6,568)	(8,505)
Inventories, net	4,531	10,350
Prepaid expenses and other current assets	(4,195)	7,167
Accounts payable	(17,842)	(29,846)
Accrued liabilities	33,656	6,181
Other, net	118	(27)
Net cash provided by operating activities	14,834	3,353
Cash Flows Provided by (Used in) Investing Activities:
Purchases of property and equipment	(3,800)	(2,900)
Acquisition of businesses	(41,242)
Proceeds from sale of property and equipment	133	76
Other, net	32	68
Net cash used in investing activities	(44,877)	(2,756)
Cash Flows Provided by (Used in) Financing Activities:
Repayment of long-term debt	(5,000)	(2,500)
Taxes withheld and paid on employees' equity awards	(1,583)	(1,256)
Repurchase of shares of common stock	(17,379)	(1,539)
Net cash used in financing activities	(23,962)	(5,295)
CASH AND CASH EQUIVALENTS
Decrease for the period	(54,005)	(4,698)
Cash and cash equivalents at beginning of year	134,375	112,848
Cash and cash equivalents at end of period	80,370	108,150
Supplemental disclosure of noncash investing activities:
Accruals for property and equipment	$ 237	$ 426

CONSOLIDATED STATEMENTS OF EQUI

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Common Stock	Treasury Stock at Cost	Additional Paid-in Capital	Retained Earnings	Total
Balance at Dec. 31, 2015	$ 377		$ 838,976	$ 76,376	$ 915,729
Increase (Decrease) in Stockholders' Equity
Net income (loss)				11,116	11,116
Share-based compensation			1,600		1,600
Issuance of restricted share awards under long-term equity incentive plan	8		(8)
Repurchase of shares of common stock pursuant to Share Repurchase Program		$ (1,539)			(1,539)
Shares of common stock withheld to satisfy statutory withholding requirements			(1,256)		(1,256)
Balance at Mar. 31, 2016	385	(1,539)	839,312	87,492	925,650
Balance at Dec. 31, 2016	385	(22,296)	845,476	148,982	972,547
Increase (Decrease) in Stockholders' Equity
Net income (loss)				(1,710)	(1,710)
Share-based compensation			2,084		2,084
Issuance of restricted share awards under long-term equity incentive plan	1		(1)
Repurchase of shares of common stock pursuant to Share Repurchase Program		(17,379)			(17,379)
Shares of common stock withheld to satisfy statutory withholding requirements			(1,583)		(1,583)
Balance at Mar. 31, 2017	$ 386	$ (39,675)	$ 845,976	$ 147,272	$ 953,959

CONSOLIDATED STATEMENTS OF EQU7

CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CONSOLIDATED STATEMENTS OF EQUITY
Issuance of restricted share awards under long-term equity incentive plan (in shares)	141,000
Repurchase of shares of common stock pursuant to Share Repurchase Program (in shares)	397,035	53,408
Number of shares of common stock withheld to satisfy statutory withholding requirements (in shares)	42,629	50,728

Basis of Presentation

Basis of Presentation	3 Months Ended
	Mar. 31, 2017
Summary of Significant Accounting Policies
Basis of Presentation	1. BASIS OF PRESENTATION On the Effective Date, Masco completed the Separation of its Services Business from its other businesses. On the Effective Date, TopBuild became an independent public company which holds, through its consolidated subsidiaries, the assets and liabilities of the Services Business. The Separation was achieved through the distribution of 100 percent of the outstanding capital stock of TopBuild to holders of Masco common stock. TopBuild is a Delaware corporation and trades on the NYSE under the symbol “BLD.” These condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. We report our business in two segments: Installation and Distribution. Our Installation segment principally includes the sale and installation of insulation and other building products. Our Distribution segment principally includes the distribution of insulation and other building products. Our segments are based on our operating units, for which financial information is regularly evaluated by our corporate operating executives. In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments, of a normal recurring nature, necessary to state fairly our financial position as of March 31, 2017, our results of operations for the three months ended March 31, 2017 and 2016, and cash flows for the three months ended March 31, 2017 and 2016. The Condensed Consolidated Balance Sheet at December 31, 2016, was derived from our audited financial statements, but does not include all disclosures required by GAAP.

Accounting Policies

Accounting Policies	3 Months Ended
	Mar. 31, 2017
Accounting Policies
Accounting Policies	2. ACCOUNTING POLICIES Financial Statement Presentation. The condensed consolidated financial statements have been developed in conformity with GAAP, which requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates. All intercompany transactions between TopBuild entities have been eliminated. Certain reclassifications have been made in the 2016 condensed consolidated financial statements to conform to the 2017 classifications with no impact on previously reported net income or equity. Business Combinations . The purchase price for business combinations is allocated to the estimated fair values of acquired tangible and intangible assets, including goodwill, and assumed liabilities, where applicable. Additionally, we recognize customer relationships, trademarks and trade names, and non-competition agreements as identifiable intangible assets. These assets are recorded at fair value as of the transaction date. The fair value of these intangible assets is determined primarily using the income approach and using current industry information. Goodwill is recorded when consideration transferred exceeds the fair value of identifiable assets and liabilities. Measurement-period adjustments are recorded in the period they occur. Contingent consideration is recorded at fair value at the acquisition date. Share-based Compensation. Our share-based compensation program currently consists of RSAs and Options. Share-based compensation expense is reported in selling, general, and administrative expense. We do not capitalize any compensation cost related to share-based compensation awards. The income tax benefits and deficiencies associated with share-based awards are reported as a component of income tax expense. Excess tax benefits and deficiencies are included in cash provided by (used in) operating activities while shares withheld for tax-withholding are reported in financing activities under the caption “Taxes withheld and paid on employees’ equity awards” in our Condensed Consolidated Statements of Cash Flows. Award forfeitures are accounted for in the period they occur. The following table details our award types and accounting policies: Award Type: Fair Value Determination Vesting Expense Expense Restricted Share Awards Service Condition Closing stock price on date of grant Ratably; Straight-line Fair value at grant date Performance Condition Closing stock price on date of grant Cliff; Straight-line; Evaluated quarterly; Market Condition Monte-Carlo Simulation Cliff; Straight-line; Fair value at grant date Stock Options† Black-Scholes Options Pricing Model Ratably; Straight-line Fair value at grant date †Stock options expire no later than 10 years after the grant date. ‡Expense is reversed if award is forfeited prior to vesting. Recently Adopted Accounting Pronouncements: In July 2015, the FASB issued ASU 2015-11 “Simplifying the Measurement of Inventory.” Under this guidance, inventory should be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We adopted this guidance in the beginning of the first quarter of 2017. The adoption of this amendment did not have a material impact on our financial position or results of operations. Recently Issued Accounting Pronouncements Not Yet Adopted: In May 2014, the FASB issued a new standard for revenue recognition, ASC 606. Subsequent to issuing ASC 606, FASB has issued a number of updates and technical improvements which do not change the core principles of the guidance. The purpose of ASC 606 is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability across industries. ASC 606 is effective for us beginning January 1, 2018, (with early adoption permitted) and allows for full retrospective or modified retrospective methods of adoption. In determining the applicability of ASC 606, we considered the general nature of our orders is short-term, based on a single deliverable, and not accounted for under industry-specific guidance. Our initial review has indicated additional disclosures may be necessary. We have not yet determined an adoption date or method of adoption. In February 2016, the FASB issued ASU 2016-02, “Leases.” This standard requires a lessee to recognize most leases on their balance sheet. Companies are required to use a modified retrospective transition method for all existing leases. This standard is effective for us beginning January 1, 2019. Early adoption is permitted. We have not yet selected an adoption date and we are currently evaluating the effect on our financial position and results of operations. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses.” This guidance introduces a current expected credit loss (“CECL”) model for the recognition of impairment losses on financial assets, including trade receivables. The CECL model replaces current GAAP’s incurred loss model. Under CECL, companies will record an allowance through current earnings for the expected credit loss for the life of the financial asset upon initial recognition of the financial asset. This update is effective for us at the beginning of 2020 with early adoption permitted at the beginning of 2019. We have not yet selected an adoption date and we are currently evaluating the effect on our financial position and results of operations. In January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a Business. The new standard narrows the definition of a business and provides a framework for evaluation. This update is effective for us beginning January 1, 2018 and will be applied prospectively. We do not expect this update to have a material impact on our financial position or results of operations. In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment.” The new standard simplifies the subsequent measurement of goodwill by eliminating the second step of the good will impairment test. This update is effective for us beginning January 1, 2020. Early adoption is permitted and the new standard will be applied on a prospective basis. We have not yet selected an adoption date and we are currently evaluating the effect on our financial position and results of operations.

Goodwill and Other Intangibles

Goodwill and Other Intangibles	3 Months Ended
	Mar. 31, 2017
Goodwill and Other Intangibles
Goodwill and Other Intangibles	3. GOODWILL AND OTHER INTANGIBLES Changes in the carrying amount of goodwill for the three months ended March 31, 2017, by segment, were as follows, in thousands: Gross Goodwill Gross Goodwill Accumulated Net Goodwill at at Impairment at December 31, 2016 Additions March 31, 2017 Losses March 31, 2017 Installation $ 1,390,792 $ 18,462 $ 1,409,254 $ (762,023) $ 647,231 Distribution 416,287 — 416,287 — 416,287 Total $ 1,807,079 $ 18,462 $ 1,825,541 $ (762,023) $ 1,063,518 Other intangible assets, net includes customer relationships, non-compete agreements, and trademarks. The following table sets forth our other intangible assets as of March 31, 2017, and December 31, 2016, in thousands: As of March 31, December 31, 2017 2016 Gross definite-lived intangible assets $ 34,411 $ 20,932 Accumulated amortization (18,866) (18,683) Net definite-lived intangible assets 15,545 2,249 Indefinite-lived intangible assets not subject to amortization 407 407 Other intangible assets, net $ 15,952 $ 2,656

Long-Term Debt

Long-Term Debt	3 Months Ended
	Mar. 31, 2017
Long-Term Debt
Long-Term Debt	4. LONG-TERM DEBT The Guarantors entered into a Credit Agreement with PNC Bank, National Association, as administrative agent, and the other lenders and agents party thereto. The Credit Agreement became effective on June 30, 2015. The following table summarizes the key terms of the Credit Agreement, dollars in thousands: Senior secured term loan facility (original borrowing) $ 200,000 Additional term loan and/or revolver capacity available under incremental facility (a) $ 100,000 Interest rate as of March 31, 2017 2.28 % Scheduled maturity date 6/30/2020 Senior secured revolving credit facility ("Revolving Facility") $ 125,000 Sublimit for issuance of letters of credit under Revolving Facility (b) $ 100,000 Sublimit for swingline loans under Revolving Facility (b) $ 15,000 (a) Subject to certain conditions (including existing or new lenders providing commitments in respect of such additional borrowing capacity). (b) Use of the sublimits for the issuance of letters of credit and swingline loans reduces the availability under the Revolving Facility . The following table sets forth our remaining principal payments for the following four years as of March 31, 2017, in thousands: Future Principal Payments Schedule of Debt Maturity by Years: 2017 $ 15,000 2018 20,000 2019 25,000 2020 115,000 Total principal maturities $ 175,000 The following table reconciles the principal balance of our long-term debt to our Condensed Consolidated Balance Sheets, in thousands: As of March 31, December 31, 2017 2016 Current portion of long-term debt $ 20,000 $ 20,000 Long-term portion of long-term debt 155,000 160,000 Unamortized debt issuance costs (1,115) (1,200) Long-term debt $ 173,885 $ 178,800 The Company has outstanding standby letters of credit that secure our financial obligations related to our workers compensation, general insurance, and auto liability programs. These standby letters of credit reduce the availability under the Revolving Facility. The following table summarizes our availability under the Revolving Facility, in thousands: As of March 31, December 31, 2017 2016 Revolving Facility $ 125,000 $ 125,000 Less: standby letters of credit (49,080) (49,080) Capacity under Revolving Facility $ 75,920 $ 75,920 The Credit Agreement contains certain covenants that limit, among other things, certain actions we may take and require us to maintain certain financial ratios. On May 9, 2016, the Company and its lenders executed Amendment No. 1. Amendment No. 1 provides for the exclusion of up to $50 million of completed share repurchases (on a trailing twelve- month basis) from the Credit Agreement’s definition of “Fixed Charges” for the purposes of determining the Company’s compliance with the quarterly FCCR financial covenant. Amendment No. 1 provides for an initial exclusion of up to $25 million and allows for the exclusion of an additional $25 million of completed share repurchases from the FCCR calculation, provided that the Company’s Total Leverage Ratio (as defined in the Credit Agreement) is below 2.0x at the time of such share repurchase and after giving pro forma effect to any such share repurchase. The following table outlines the key financial covenants effective for the period covered by this report: As of March 31, December 31, 2017 2016 Maximum net leverage ratio 3.00:1.00 3.00:1.00 Minimum fixed charge coverage ratio 1.10:1.00 1.10:1.00 Compliance as of period end In Compliance In Compliance

Accrued Liabilities

Accrued Liabilities	3 Months Ended
	Mar. 31, 2017
Accrued Liabilities
Accrued Liabilities	5. ACCRUED LIABILITIES The following table sets forth the components of accrued liabilities, in thousands: As of March 31, December 31, 2017 2016 Salaries, wages, and commissions $ 19,219 $ 20,684 Insurance reserves 21,511 20,410 Significant legal settlement 30,000 — Other 28,917 23,305 Total accrued liabilities $ 99,647 $ 64,399

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2017
Fair Value Measurements
Fair Value Measurements	6. FAIR VALUE MEASUREMENTS The fair value measurement standard defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date (referred to as an “exit price”). Authoritative guidance on fair value measurements and disclosures clarifies that a fair value measurement for a liability should reflect the entity’s non-performance risk. In addition, a fair value hierarchy is established that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Fair Value on Recurring Basis The carrying values of cash and cash equivalents, receivables, net, and accounts payable are considered to be representative of their respective fair values due to the short-term nature of these instruments. We measure our contingent consideration liabilities related to business combinations at fair value. For more information see Note 13 – Business Combinations. Fair Value on Non-Recurring Basis Fair value measurements were applied to our long-term debt. The carrying value of our long-term debt approximates the fair market value primarily due to the fact that the non-performance risk of servicing our debt obligations, as reflected in our business and credit risk profile, has not materially changed since we assumed our debt obligations under the Credit Agreement. In addition, due to the floating-rate nature of our long-term debt, the market value is not subject to variability solely due to changes in the general level of interest rates as is the case with a fixed-rate debt obligation. During the periods presented, there were no transfers between fair value hierarchical levels.

Segment Information

Segment Information	3 Months Ended
	Mar. 31, 2017
Segment Information
Segment Information	7. SEGMENT INFORMATION The following table sets forth our net sales and operating results by segment, in thousands: Three Months Ended March 31, 2017 2016 2017 2016 Net Sales Operating (Loss) Profit (b) Our operations by segment were (a): Installation (exclusive of significant legal settlement, shown separately below) $ 290,887 $ 272,878 $ 21,036 $ 13,506 Significant legal settlement (Installation segment) (c) — — (30,000) — Distribution 170,244 160,888 15,484 14,333 Intercompany eliminations and other adjustments (d) (19,768) (19,742) (3,301) (3,352) Total $ 441,363 $ 414,024 3,219 24,487 General corporate expense, net (e) (6,682) (4,720) Operating (loss) profit, as reported (3,463) 19,767 Other expense, net (1,263) (1,598) (Loss) income from continuing operations before income taxes $ (4,726) $ 18,169 (a) All of our operations are located in the United States. (b) Segment operating (loss) profit for the three months ended March 31, 2017 and 2016, includes an allocation of general corporate expenses attributable to the operating segments which is based on direct benefit or usage (such as salaries of corporate employees who directly support the segment). (c) Significant legal settlement expense of $30 million incurred during the three months ended March 31, 2017 related to the settlement of our previously reported breach of contract action related to our termination of an insulation supply agreement with Owens. For more information see Note 8 – Other Commitments and Contingencies . (d) Intercompany eliminations include the elimination of intercompany profits of $3.3 million and $3.4 for the three months ended March 31, 2017 and 2016, respectively. (e) General corporate expense, net included expenses not specifically attributable to our segments for functions such as corporate human resources, finance, and legal, including salaries, benefits, and other related costs .

Other Commitments and Contingen

Other Commitments and Contingencies	3 Months Ended
	Mar. 31, 2017
Other Commitments and Contingencies
Other Commitments and Contingencies	8. OTHER COMMITMENTS AND CONTINGENCIES Litigation . During the second quarter of 2017, we entered into a settlement with Owens in connection with our previously reported breach of contract action related to our termination of an insulation supply agreement. Under the terms of the settlement, we will pay Owens $30 million. The settlement will also result in the dismissal of the lawsuit filed in May, 2016 in Toledo, Ohio. The settlement is reflected in the significant legal settlement line item within our Condensed Consolidated Statements of Operations for the three months ended March 31, 2017. The settlement is also reflected in our installation segment’s operating results. We are subject to certain claims, charges, litigation, and other proceedings in the ordinary course of our business, including those arising from or related to contractual matters, intellectual property, personal injury, environmental matters, product liability, product recalls, construction defects, insurance coverage, personnel and employment disputes, antitrust, and other matters, including class actions. We believe we have adequate defenses in these matters and we do not believe that the ultimate outcome of these matters will have a material adverse effect on us. However, there is no assurance that we will prevail in any of these pending matters, and we could in the future incur judgments, enter into settlements of claims, or revise our expectations regarding the outcome of these matters, which could materially impact our liquidity and our results of operations. Other Matters . We enter into contracts, which include customary indemnities that are standard for the industries in which we operate. Such indemnities include, among other things, customer claims against builders for issues relating to our products and workmanship. In conjunction with divestitures and other transactions, we occasionally provide customary indemnities relating to various items including, among others: the enforceability of trademarks; legal and environmental issues; and asset valuations. We evaluate the probability that we may incur liabilities under these customary indemnities and appropriately record an estimated liability when deemed probable. We occasionally 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. Other types of bonds outstanding were principally license and insurance related.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2017
Income Taxes
Income Taxes	9 . INCOME TAXES Our effective tax rates were 63.8 percent and 38.8 percent for the three months ended March 31, 2017 and 2016 respectively. The higher 2017 rate was due to a small overall pre-tax loss and the impact of discrete benefits related to share-based compensation and a legal settlement. Based on the current information, we still expect the annual ETR to be approximately 38 percent. Our Condensed Consolidated Statements of Operations recognized a tax benefit related to discrete items of $12.6 million for the three months ended March 31, 2017. The tax benefit was comprised of two discrete items: $11.8 million for a legal settlement and $0.8 million for share-based compensation.

Income (Loss) Per Share

Income (Loss) Per Share	3 Months Ended
	Mar. 31, 2017
Income (Loss) Per Share
Income Per Share	10. INCOME (LOSS) PER SHAR Basic net (loss) income per share is calculated by dividing net income by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted net (loss) income per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury stock method. No common stock equivalents were included in the computation of loss per share for the three months ended March 31, 2017, as their effect would have been anti-dilutive. Basic and diluted (loss) income per share were computed as follows, in thousands, except share and per share amounts: Three Months Ended March 31, 2017 2016 (Loss) income from continuing operations $ (1,710) $ 11,116 Net (loss) income - basic and diluted $ (1,710) $ 11,116 Weighted average number of common shares outstanding - basic 37,123,245 37,761,423 Dilutive effect of common stock equivalents: RSAs with service-based conditions — 113,683 RSAs with market-based conditions — — RSAs with performance-based conditions — — Stock options — 24,004 Weighted average number of common shares outstanding - diluted 37,123,245 37,899,110 Basic (loss) income per common share: (Loss) income from continuing operations $ (0.05) $ 0.29 Net (loss) income $ (0.05) $ 0.29 Diluted (loss) income per common share: (Loss) income from continuing operations $ (0.05) $ 0.29 Net (loss) income $ (0.05) $ 0.29 The following table summarizes shares excluded from the calculation of diluted (loss) income per share because their effect would have been anti-dilutive: Three Months Ended March 31, 2017 2016 Anti-dilutive common stock equivalents: RSAs with service-based conditions 401,623 99,734 RSAs with market-based conditions 205,316 25,293 RSAs with performance-based conditions — — Stock options 774,920 484,284 Total anti-dilutive common stock equivalents: 1,381,859 609,311

Share-Based Compensation

Share-Based Compensation	3 Months Ended
	Mar. 31, 2017
Share-Based Compensation.
Share-Based Compensation	11. SHARE-BASED COMPENSATION Our eligible employees currently participate in the 2015 LTIP. The 2015 LTIP authorizes the Board of Directors to grant stock options, stock appreciation rights, restricted shares, restricted share units, performance awards, and dividend equivalents. All grants are made by issuing new shares and no more than 4.0 million shares of common stock may be issued under the 2015 LTIP. As of March 31, 2017, we had 2.8 million shares available under the 2015 LTIP. Share-based compensation expense is included in selling, general, and administrative expense. The income tax effect associated with award vestings is included in income tax expense. The following table presents the amounts recognized in our Condensed Consolidated Statements of Operations, in thousands: Three Months Ended March 31, 2017 2016 Share-based compensation expense $ 2,084 $ 1,600 Income tax benefit realized from award vestings $ 828 $ — The following table presents a summary of our share-based compensation activity for the three months ended March 31, 2017, in thousands, except per share amounts: Restricted Share Awards Stock Options Number of Shares Weighted Average Grant Date Fair Value Per Share Number of Shares Weighted Average Grant Date Fair Value Per Share Weighted Average Exercise Price Per Share Aggregate Balance December 31,2016 653.1 $ 25.71 712.0 $ 9.73 $ 25.03 $ 7,525.8 Granted 141.0 $ 43.25 145.3 $ 14.40 $ 38.39 Converted/Exercised (130.8) $ 21.41 — $ — $ — $ — Forfeited (11.5) $ 26.98 — $ — $ — Balance March 31, 2017 651.8 $ 30.34 857.3 $ 10.53 $ 27.29 $ 16,893.0 Exercisable March 31, 2017 (a) 244.9 $ 8.79 $ 22.49 $ 6,002.3 (a) The weighted average remaining contractual term for vested options is 7.2 years. We had unrecognized share-based compensation expense relating to unvested awards as shown in the following table, dollars in thousands: As of March 31, 2017 Unrecognized Compensation Expense Weighted Average Restricted stock awards $ 15,889 1.9 years Stock options 6,211 1.9 years Total unrecognized compensation expense related to unvested awards $ 22,100 Our RSAs with performance-based conditions are evaluated on a quarterly basis with adjustments to compensation expense based on the likelihood of the performance target being achieved or exceeded. The following table shows the range of payouts and the related expense for our outstanding RSAs with performance-based conditions, in thousands: Payout Ranges and related expense RSAs with performance-based conditions Grant Date Fair Value 0% 25% 100% 200% February 22, 2016 $ 2,080 $ — $ 520 $ 2,080 $ 4,160 February 21, 2017 $ 2,227 $ — $ 557 $ 2,227 $ 4,454 The fair value of our RSAs with a market-based condition granted under the 2015 LTIP was determined using a Monte Carlo simulation. The following are key inputs in the Monte Carlo analysis for awards granted in 2017 and 2016: 2017 2016 Measurement period (years) 2.86 2.86 Risk free interest rate 1.46 % 0.90 % Dividend yield 0.00 % 0.00 % Estimated fair value of market-based RSAs granted $ 50.06 $ 33.77 The fair values of stock options granted under the 2015 LTIP were calculated using the Black-Scholes Options Pricing Model. The following table presents the assumptions used to estimate the fair values of options granted in 2017 and 2016: 2017 2016 Risk free interest rate 2.18 % 1.51 % Expected volatility, using historical return volatility and implied volatility 35.00 % 38.00 % Expected life (in years) 6.00 6.00 Dividend yield 0.00 % 0.00 % Estimated fair value of options granted $ 14.44 $ 10.20

Share Repurchase Program

Share Repurchase Program	3 Months Ended
	Mar. 31, 2017
Share Repurchase Program
Share Repurchase Program	12. SHARE REPURCHASE PROGRAM On March 1, 2016, our Board authorized the 2016 Repurchase Program, which expired on February 28, 2017. We repurchased a total of 788,399 shares for an approximate cost of $26.6 million, or $33.72 per share, under the 2016 Repurchase Plan. On February 24, 2017, our Board authorized the 2017 Repurchase Program, pursuant to which we may purchase up to $200 million of our common stock. Share repurchases under the 2017 Repurchase Program may be executed through various means including, without limitation, open market purchases, privately negotiated transactions, or otherwise. The 2017 Repurchase Program does not obligate the Company to purchase any shares and expires February 24, 2019. Authorization for the 2017 Repurchase Program may be terminated, increased, or decreased by our Board at its discretion at any time. The following table sets forth our share repurchases under the 2016 and 2017 Share Repurchase Programs: Three Months Ended March 31, 2017 Number of shares purchased 397,035 Share repurchase cost (in thousands) $ 17,379 Average price per share $ 43.77

Business Combinations

Business Combinations	3 Months Ended
	Mar. 31, 2017
Business Combinations
Business Combinations	13. BUSINESS COMBINATIONS As part of our strategy to supplement our organic growth and expand our access to additional markets and products, we made several acquisitions during the first quarter of 2017. Each acquisition was accounted for as a business combination under ASC Topic 805, “Business Combinations.” Acquisition costs for the three months ended March 31, 2017, were $0.3 million and are included in selling, general, and administrative expense on our Condensed Consolidated Statements of Operations. Acquisitions On January 16, 2017, we acquired substantially all of the assets of Midwest, a heavy commercial fireproofing and insulation company with locations in Chicago, Illinois and Indianapolis, Indiana. The purchase price of approximately $12.2 million was funded by cash on hand. On February 27, 2017, we acquired substantially all of the assets of EcoFoam. EcoFoam is a residential and light commercial insulation installation company with locations in Colorado Springs and Denver, Colorado. The purchase price of approximately $22.3 million was funded by cash on hand of $20.2 million and contingent consideration of $2.1 million. On February 27, 2017, we acquired substantially all of the assets of MR Insulfoam, a residential insulation installation company located in Norwalk, Connecticut. The purchase price of approximately $1.5 million was funded by cash on hand. On March 29, 2017, we acquired substantially all of the assets of Capital, a residential insulation installation company located in Sacramento, California. The purchase price of approximately $7.3 million was funded by cash on hand. Revenue and operating profit since the acquisition date included in our Condensed Consolidated Statements of Operations were as follows, in thousands: Three Months Ended March 31, 2017 Net Sales Net Income Midwest $ 3,268 $ (91) EcoFoam $ 2,389 $ 91 All others $ 196 $ 22 Pro Forma Results The following unaudited pro forma information has been prepared as if the 2017 acquisitions had taken place on January 1, 2016. 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, 2016. Further, the pro forma information does not purport to be indicative of future financial operating results. Our pro forma results are presented below, in thousands: Pro forma for the three months ended March 31, 2017 2016 Net sales $ 448,310 $ 425,881 Net income $ 16,155 $ 11,251 The following table details the additional expense included in the unaudited pro forma operating profit and net income that would have been recorded had the acquisitions taken place on January 1, 2016, in thousands: Pro forma for the three months ended March 31, 2017 2016 Amortization of intangible assets $ 389 $ 389 Income tax expense (using normalized 38% ETR) $ 178 $ 82 Purchase Price Allocations The estimated fair values of the assets acquired and liabilities assumed for the acquisitions, as well as total consideration paid, approximated the following as of March 31, in thousands: 2017 Midwest EcoFoam All others Total Estimated fair values: Accounts receivable $ 6,767 $ 3,733 $ 678 $ 11,178 Inventories 75 1,119 141 1,335 Prepaid and other assets — 27 6 33 Property and equipment 655 1,620 371 2,646 Intangible assets 2,770 7,567 3,142 13,479 Goodwill 3,316 10,625 4,521 18,462 Accounts payable (1,359) (2,047) (26) (3,432) Accrued liabilities — (349) — (349) Net assets acquired $ 12,224 $ 22,295 $ 8,833 $ 43,352 The following table details the fair value of consideration transferred as of March 31, in thousands: 2017 Midwest EcoFoam All others Total Fair value of consideration: Cash $ 12,224 $ 20,185 $ 8,833 $ 41,242 Contingent consideration — 2,110 — 2,110 Total consideration transferred $ 12,224 $ 22,295 $ 8,833 $ 43,352 Estimates of acquired intangible assets related to the acquisitions are as follows, as of March 31, dollars in thousands: 2017 Estimated Fair Value Weighted Average Estimated Useful Life (Years) Customer relationships $ 9,538 10 Trademarks and trade names 1,849 10 Non-competition agreements 2,092 5 Total intangible assets $ 13,479 9 Further adjustments to the allocation for each acquisition still under its measurement period, generally one year from acquisition date, are expected as third-party or internal valuations are finalized, certain tax aspects of the transaction are completed, and customary post-closing reviews are concluded during the measurement period attributable to each individual business combination. As a result, adjustments may be made to the fair value of assets acquired, and in some cases total purchase price may be adjusted, through the end of each measurement period. Goodwill to be recognized in connection with these acquisitions is attributable to the synergies expected to be realized and improvements in the businesses after the acquisitions. The goodwill will be recognized entirely by our Installation segment. All of the $18.5 million of goodwill is expected to be deductible for income tax purposes. Contingent Consideration The acquisition of EcoFoam includes a contingent consideration arrangement that requires additional consideration to be paid by TopBuild to the sellers of EcoFoam based on certain future revenues of EcoFoam over a three-year period. The range of the undiscounted amounts TopBuild could pay under the contingent consideration agreement is between zero and $2.5 million. The fair value of the contingent consideration recognized on the acquisition date of $2.1 million was estimated by applying the income approach using discounted cash flows. That measure is based on significant Level 3 inputs not observable in the market. The significant assumption includes a discount rate of 9.5%. Contingent consideration is recorded in the Condensed Consolidated Balance Sheets in accrued liabilities and other liabilities. Adjustments to the fair value of contingent consideration will be reflected in selling, general, and administrative expense in the Condensed Consolidated Statements of Operations and are included in the acquisition costs above. The following table presents the fair value of contingent consideration as of March 31, 2017, in thousands: Fair Value of Contingent Consideration Recognized at Acquisition Date Settlement of Contingent Consideration Adjustment to Contingent Consideration Charged to Expense Liability Balance for Contingent Consideration EcoFoam $ 2,110 $ — $ — $ 2,110

Closure Costs

Closure Costs	3 Months Ended
	Mar. 31, 2017
Closure Costs
Closure Costs	14. CLOSURE COSTS We continuously evaluate our national footprint to ensure we are strategically located throughout the U.S. to serve our customers and position ourselves for continued growth. As a result of this evaluation, management approved a plan to consolidate certain back-office support operations to our Daytona Beach, Florida, Branch Support Center. We recognize expenses related to closures and position eliminations at the time of announcement or notification. Such costs included termination and other severance benefits, lease abandonment costs, and other transition costs. Closure costs are reflected in our Condensed Consolidated Statements of Operations as selling, general, and administrative expense. Accrued closure costs are reflected in our Condensed Consolidated Balances sheets as accrued liabilities. Remaining accrued closure costs are expected to be paid within the next six months, except our lease termination costs, which we expect to be paid over the following three years. The following table details our total estimated closure costs, by cost type, related to the above closure and transition costs, in thousands: Segment / Cost Type Closure Costs Liability at December 31, Closure Costs Incurred for the Three Months Ended Cash Payments for the Three Months Ended Non-cash Adjustments for the Three Months Ended Closure Costs Liability at Corporate: Severance $ — $ 524 $ (11) $ — $ 513 Lease abandonment — 582 — (72) 510 Other costs — 196 (51) — 145 Total Corporate: $ — $ 1,302 $ (62) $ (72) $ 1,168

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2017
Subsequent Events
Subsequent Events	15. SUBSEQUENT EVENTS On April 20, 2017, we acquired substantially all of the assets of Superior, a residential insulation installation company located in Seattle, Washington. The acquisition was accounted for as a business combination under ASC 805, “Business Combinations.” The purchase price of approximately $11.0 million was funded by cash on hand. During the measurement period, we expect to receive additional detailed information to complete the purchase allocation. On May 5, 2017, we entered into a new Senior Secured Credit Agreement (the “New Credit Agreement”) with Bank of America, N.A. as administrative agent and the other lenders and agents party thereto. The following table summarizes our availability under the New Credit Agreement as compared to our existing Credit Agreement, in thousands: New Credit Agreement Original Credit Term loan (a) $ 350,000 $ 200,000 Revolving credit facility 250,000 125,000 Total availability $ 600,000 $ 325,000 Additional term loan and/or revolver capacity available under incremental facility (b) $ 200,000 $ 100,000 Scheduled Maturity Date 5/5/2022 6/30/2020 (a) $250.0 million of the available $350.0 million was drawn on May 5, 2017. (b) Availability under the incremental facility is subject to certain conditions (including existing or new lenders providing commitments in respect of such additional borrowing capacity). A portion of the proceeds from the New Credit Agreement were used to repay all amounts outstanding under our original Credit Agreement. The new agreement matures on the five-year anniversary from closing. The new agreement contains certain, customary restrictions and covenants. For more information, see Part II. Other Information – Item 5. Other Information . On May 5, 2017, we entered into a $100 million accelerated share repurchase agreement with Bank of America, N.A. The agreement becomes effective July 5, 2017 and is expected to be settled no later than the first quarter of 2018. The actual number of shares to be repurchased will be based on the average of the daily volume-weighted average prices of our common stock during the term of the transaction, less an agreed discount. This agreement is part of our 2017 Repurchase Program. For more information, see Part II. Other Information – Item 5. Other Information .

Accounting Policies (Policies)

Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies
Financial Statement Presentation	Financial Statement Presentation. The condensed consolidated financial statements have been developed in conformity with GAAP, which requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates. All intercompany transactions between TopBuild entities have been eliminated.
Business Combinations	Business Combinations . The purchase price for business combinations is allocated to the estimated fair values of acquired tangible and intangible assets, including goodwill, and assumed liabilities, where applicable. Additionally, we recognize customer relationships, trademarks and trade names, and non-competition agreements as identifiable intangible assets. These assets are recorded at fair value as of the transaction date. The fair value of these intangible assets is determined primarily using the income approach and using current industry information. Goodwill is recorded when consideration transferred exceeds the fair value of identifiable assets and liabilities. Measurement-period adjustments are recorded in the period they occur. Contingent consideration is recorded at fair value at the acquisition date.
Share-based Compensation	Share-based Compensation. Our share-based compensation program currently consists of RSAs and Options. Share-based compensation expense is reported in selling, general, and administrative expense. We do not capitalize any compensation cost related to share-based compensation awards. The income tax benefits and deficiencies associated with share-based awards are reported as a component of income tax expense. Excess tax benefits and deficiencies are included in cash provided by (used in) operating activities while shares withheld for tax-withholding are reported in financing activities under the caption “Taxes withheld and paid on employees’ equity awards” in our Condensed Consolidated Statements of Cash Flows. Award forfeitures are accounted for in the period they occur. The following table details our award types and accounting policies: Award Type: Fair Value Determination Vesting Expense Expense Restricted Share Awards Service Condition Closing stock price on date of grant Ratably; Straight-line Fair value at grant date Performance Condition Closing stock price on date of grant Cliff; Straight-line; Evaluated quarterly; Market Condition Monte-Carlo Simulation Cliff; Straight-line; Fair value at grant date Stock Options† Black-Scholes Options Pricing Model Ratably; Straight-line Fair value at grant date †Stock options expire no later than 10 years after the grant date. ‡Expense is reversed if award is forfeited prior to vesting.

Accounting Policies (Tables)

Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2017
Accounting Policies
Summary of award types and accounting policies	Award Type: Fair Value Determination Vesting Expense Expense Restricted Share Awards Service Condition Closing stock price on date of grant Ratably; Straight-line Fair value at grant date Performance Condition Closing stock price on date of grant Cliff; Straight-line; Evaluated quarterly; Market Condition Monte-Carlo Simulation Cliff; Straight-line; Fair value at grant date Stock Options† Black-Scholes Options Pricing Model Ratably; Straight-line Fair value at grant date †Stock options expire no later than 10 years after the grant date. ‡Expense is reversed if award is forfeited prior to vesting.

Goodwill and Other Intangibles

Goodwill and Other Intangibles (Tables)	3 Months Ended
	Mar. 31, 2017
Goodwill and Other Intangibles
Changes in carrying amount of goodwill by segment	Changes in the carrying amount of goodwill for the three months ended March 31, 2017, by segment, were as follows, in thousands: Gross Goodwill Gross Goodwill Accumulated Net Goodwill at at Impairment at December 31, 2016 Additions March 31, 2017 Losses March 31, 2017 Installation $ 1,390,792 $ 18,462 $ 1,409,254 $ (762,023) $ 647,231 Distribution 416,287 — 416,287 — 416,287 Total $ 1,807,079 $ 18,462 $ 1,825,541 $ (762,023) $ 1,063,518
Schedule of other intangible assets	The following table sets forth our other intangible assets as of March 31, 2017, and December 31, 2016, in thousands: As of March 31, December 31, 2017 2016 Gross definite-lived intangible assets $ 34,411 $ 20,932 Accumulated amortization (18,866) (18,683) Net definite-lived intangible assets 15,545 2,249 Indefinite-lived intangible assets not subject to amortization 407 407 Other intangible assets, net $ 15,952 $ 2,656

Long-Term Debt (Tables)

Long-Term Debt (Tables)	3 Months Ended
	Mar. 31, 2017
Long-Term Debt
Summary of key terms of Credit Agreement	The following table summarizes the key terms of the Credit Agreement, dollars in thousands: Senior secured term loan facility (original borrowing) $ 200,000 Additional term loan and/or revolver capacity available under incremental facility (a) $ 100,000 Interest rate as of March 31, 2017 2.28 % Scheduled maturity date 6/30/2020 Senior secured revolving credit facility ("Revolving Facility") $ 125,000 Sublimit for issuance of letters of credit under Revolving Facility (b) $ 100,000 Sublimit for swingline loans under Revolving Facility (b) $ 15,000 (a) Subject to certain conditions (including existing or new lenders providing commitments in respect of such additional borrowing capacity). Use of the sublimits for the issuance of letters of credit and swingline loans reduces the availability under the Revolving Facility
Schedule of remaining principal payments of debt	The following table sets forth our remaining principal payments for the following four years as of March 31, 2017, in thousands: Future Principal Payments Schedule of Debt Maturity by Years: 2017 $ 15,000 2018 20,000 2019 25,000 2020 115,000 Total principal maturities $ 175,000
Reconciliation of principal balance of our long-term debt	The following table reconciles the principal balance of our long-term debt to our Condensed Consolidated Balance Sheets, in thousands: As of March 31, December 31, 2017 2016 Current portion of long-term debt $ 20,000 $ 20,000 Long-term portion of long-term debt 155,000 160,000 Unamortized debt issuance costs (1,115) (1,200) Long-term debt $ 173,885 $ 178,800
Schedule of availability under the Revolving Facility	The following table summarizes our availability under the Revolving Facility, in thousands: As of March 31, December 31, 2017 2016 Revolving Facility $ 125,000 $ 125,000 Less: standby letters of credit (49,080) (49,080) Capacity under Revolving Facility $ 75,920 $ 75,920
Schedule of the key financial covenants	The following table outlines the key financial covenants effective for the period covered by this report: As of March 31, December 31, 2017 2016 Maximum net leverage ratio 3.00:1.00 3.00:1.00 Minimum fixed charge coverage ratio 1.10:1.00 1.10:1.00 Compliance as of period end In Compliance In Compliance

Accrued Liabilities (Tables)

Accrued Liabilities (Tables)	3 Months Ended
	Mar. 31, 2017
Accrued Liabilities
Accrued Liabilities	The following table sets forth the components of accrued liabilities, in thousands: As of March 31, December 31, 2017 2016 Salaries, wages, and commissions $ 19,219 $ 20,684 Insurance reserves 21,511 20,410 Significant legal settlement 30,000 — Other 28,917 23,305 Total accrued liabilities $ 99,647 $ 64,399

Segment Information (Tables)

Segment Information (Tables)	3 Months Ended
	Mar. 31, 2017
Segment Information
Schedule of net sales and operating results by segment	The following table sets forth our net sales and operating results by segment, in thousands: Three Months Ended March 31, 2017 2016 2017 2016 Net Sales Operating (Loss) Profit (b) Our operations by segment were (a): Installation (exclusive of significant legal settlement, shown separately below) $ 290,887 $ 272,878 $ 21,036 $ 13,506 Significant legal settlement (Installation segment) (c) — — (30,000) — Distribution 170,244 160,888 15,484 14,333 Intercompany eliminations and other adjustments (d) (19,768) (19,742) (3,301) (3,352) Total $ 441,363 $ 414,024 3,219 24,487 General corporate expense, net (e) (6,682) (4,720) Operating (loss) profit, as reported (3,463) 19,767 Other expense, net (1,263) (1,598) (Loss) income from continuing operations before income taxes $ (4,726) $ 18,169 (a) All of our operations are located in the United States. (b) Segment operating (loss) profit for the three months ended March 31, 2017 and 2016, includes an allocation of general corporate expenses attributable to the operating segments which is based on direct benefit or usage (such as salaries of corporate employees who directly support the segment). (c) Significant legal settlement expense of $30 million incurred during the three months ended March 31, 2017 related to the settlement of our previously reported breach of contract action related to our termination of an insulation supply agreement with Owens. For more information see Note 8 – Other Commitments and Contingencies . (d) Intercompany eliminations include the elimination of intercompany profits of $3.3 million and $3.4 for the three months ended March 31, 2017 and 2016, respectively. (e) General corporate expense, net included expenses not specifically attributable to our segments for functions such as corporate human resources, finance, and legal, including salaries, benefits, and other related costs .

Income (Loss) Per Share (Tables

Income (Loss) Per Share (Tables)	3 Months Ended
	Mar. 31, 2017
Income (Loss) Per Share
Schedule of basic and diluted income (loss) per share	Basic and diluted (loss) income per share were computed as follows, in thousands, except share and per share amounts: Three Months Ended March 31, 2017 2016 (Loss) income from continuing operations $ (1,710) $ 11,116 Net (loss) income - basic and diluted $ (1,710) $ 11,116 Weighted average number of common shares outstanding - basic 37,123,245 37,761,423 Dilutive effect of common stock equivalents: RSAs with service-based conditions — 113,683 RSAs with market-based conditions — — RSAs with performance-based conditions — — Stock options — 24,004 Weighted average number of common shares outstanding - diluted 37,123,245 37,899,110 Basic (loss) income per common share: (Loss) income from continuing operations $ (0.05) $ 0.29 Net (loss) income $ (0.05) $ 0.29 Diluted (loss) income per common share: (Loss) income from continuing operations $ (0.05) $ 0.29 Net (loss) income $ (0.05) $ 0.29
Summary of shares excluded from the calculation of diluted income (loss) per share because their effect would have been anti-dilutive	Three Months Ended March 31, 2017 2016 Anti-dilutive common stock equivalents: RSAs with service-based conditions 401,623 99,734 RSAs with market-based conditions 205,316 25,293 RSAs with performance-based conditions — — Stock options 774,920 484,284 Total anti-dilutive common stock equivalents: 1,381,859 609,311

Share Repurchase Program (Table

Share Repurchase Program (Tables)	3 Months Ended
	Mar. 31, 2017
Share Repurchase Program
Schedule of share repurchase program	Three Months Ended March 31, 2017 Number of shares purchased 397,035 Share repurchase cost (in thousands) $ 17,379 Average price per share $ 43.77

Share-Based Compensation (Table

Share-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2017
Share-Based Compensation
Schedule of share based compensation expense	The following table presents the amounts recognized in our Condensed Consolidated Statements of Operations, in thousands: Three Months Ended March 31, 2017 2016 Share-based compensation expense $ 2,084 $ 1,600 Income tax benefit realized from award vestings $ 828 $ —
Schedule of share-based compensation activity	The following table presents a summary of our share-based compensation activity for the three months ended March 31, 2017, in thousands, except per share amounts: Restricted Share Awards Stock Options Number of Shares Weighted Average Grant Date Fair Value Per Share Number of Shares Weighted Average Grant Date Fair Value Per Share Weighted Average Exercise Price Per Share Aggregate Balance December 31,2016 653.1 $ 25.71 712.0 $ 9.73 $ 25.03 $ 7,525.8 Granted 141.0 $ 43.25 145.3 $ 14.40 $ 38.39 Converted/Exercised (130.8) $ 21.41 — $ — $ — $ — Forfeited (11.5) $ 26.98 — $ — $ — Balance March 31, 2017 651.8 $ 30.34 857.3 $ 10.53 $ 27.29 $ 16,893.0 Exercisable March 31, 2017 (a) 244.9 $ 8.79 $ 22.49 $ 6,002.3 (a) The weighted average remaining contractual term for vested options is 7.2 years.
Schedule of unrecognized share-based compensation expense relating to unvested awards	We had unrecognized share-based compensation expense relating to unvested awards as shown in the following table, dollars in thousands: As of March 31, 2017 Unrecognized Compensation Expense Weighted Average Restricted stock awards $ 15,889 1.9 years Stock options 6,211 1.9 years Total unrecognized compensation expense related to unvested awards $ 22,100
Schedule of assumptions used to estimate the fair values of options granted	2017 2016 Risk free interest rate 2.18 % 1.51 % Expected volatility, using historical return volatility and implied volatility 35.00 % 38.00 % Expected life (in years) 6.00 6.00 Dividend yield 0.00 % 0.00 % Estimated fair value of options granted $ 14.44 $ 10.20
Performance-based conditions | Restricted Stock Awards
Share-Based Compensation
Schedule of the range of payouts and the related expense for RSAs with performance-based conditions	The following table shows the range of payouts and the related expense for our outstanding RSAs with performance-based conditions, in thousands: Payout Ranges and related expense RSAs with performance-based conditions Grant Date Fair Value 0% 25% 100% 200% February 22, 2016 $ 2,080 $ — $ 520 $ 2,080 $ 4,160 February 21, 2017 $ 2,227 $ — $ 557 $ 2,227 $ 4,454
Market-based conditions | Stock Options
Share-Based Compensation
Schedule of key inputs used to estimate the fair value of awards	2017 2016 Measurement period (years) 2.86 2.86 Risk free interest rate 1.46 % 0.90 % Dividend yield 0.00 % 0.00 % Estimated fair value of market-based RSAs granted $ 50.06 $ 33.77

Business Combinations (Tables)

Business Combinations (Tables)	3 Months Ended
	Mar. 31, 2017
Business Combinations
Schedule of revenue and operating profit since acquisition date included in the Condensed Consolidated Statements of Operations	Revenue and operating profit since the acquisition date included in our Condensed Consolidated Statements of Operations were as follows, in thousands: Three Months Ended March 31, 2017 Net Sales Net Income Midwest $ 3,268 $ (91) EcoFoam $ 2,389 $ 91 All others $ 196 $ 22
Schedule of pro forma results	Our pro forma results are presented below, in thousands: Pro forma for the three months ended March 31, 2017 2016 Net sales $ 448,310 $ 425,881 Net income $ 16,155 $ 11,251
Schedule of additional expense included in the pro forma operating profit and net income	The following table details the additional expense included in the unaudited pro forma operating profit and net income that would have been recorded had the acquisitions taken place on January 1, 2016, in thousands: Pro forma for the three months ended March 31, 2017 2016 Amortization of intangible assets $ 389 $ 389 Income tax expense (using normalized 38% ETR) $ 178 $ 82
Schedule of estimated fair values of the assets acquired and liabilities assumed for the acquisitions	The estimated fair values of the assets acquired and liabilities assumed for the acquisitions, as well as total consideration paid, approximated the following as of March 31, in thousands: 2017 Midwest EcoFoam All others Total Estimated fair values: Accounts receivable $ 6,767 $ 3,733 $ 678 $ 11,178 Inventories 75 1,119 141 1,335 Prepaid and other assets — 27 6 33 Property and equipment 655 1,620 371 2,646 Intangible assets 2,770 7,567 3,142 13,479 Goodwill 3,316 10,625 4,521 18,462 Accounts payable (1,359) (2,047) (26) (3,432) Accrued liabilities — (349) — (349) Net assets acquired $ 12,224 $ 22,295 $ 8,833 $ 43,352
Schedule of fair value of consideration transferred	The following table details the fair value of consideration transferred as of March 31, in thousands: 2017 Midwest EcoFoam All others Total Fair value of consideration: Cash $ 12,224 $ 20,185 $ 8,833 $ 41,242 Contingent consideration — 2,110 — 2,110 Total consideration transferred $ 12,224 $ 22,295 $ 8,833 $ 43,352
Schedule of estimates of acquired intangible assets related to the acquisitions	Estimates of acquired intangible assets related to the acquisitions are as follows, as of March 31, dollars in thousands: 2017 Estimated Fair Value Weighted Average Estimated Useful Life (Years) Customer relationships $ 9,538 10 Trademarks and trade names 1,849 10 Non-competition agreements 2,092 5 Total intangible assets $ 13,479 9
Schedule of fair value of contingent consideration	. The following table presents the fair value of contingent consideration as of March 31, 2017, in thousands: Fair Value of Contingent Consideration Recognized at Acquisition Date Settlement of Contingent Consideration Adjustment to Contingent Consideration Charged to Expense Liability Balance for Contingent Consideration EcoFoam $ 2,110 $ — $ — $ 2,110

Closure Costs (Tables)

Closure Costs (Tables)	3 Months Ended
	Mar. 31, 2017
Closure Costs
Schedule of estimated closure costs by costs type and segment	The following table details our total estimated closure costs, by cost type, related to the above closure and transition costs, in thousands: Segment / Cost Type Closure Costs Liability at December 31, Closure Costs Incurred for the Three Months Ended Cash Payments for the Three Months Ended Non-cash Adjustments for the Three Months Ended Closure Costs Liability at Corporate: Severance $ — $ 524 $ (11) $ — $ 513 Lease abandonment — 582 — (72) 510 Other costs — 196 (51) — 145 Total Corporate: $ — $ 1,302 $ (62) $ (72) $ 1,168

Subsequent Events (Tables)

Subsequent Events (Tables)	3 Months Ended
	Mar. 31, 2017
Subsequent Events
Summary of availability under New Credit Agreement compared to existing Credit Agreement	The following table summarizes our availability under the New Credit Agreement as compared to our existing Credit Agreement, in thousands: New Credit Agreement Original Credit Term loan (a) $ 350,000 $ 200,000 Revolving credit facility 250,000 125,000 Total availability $ 600,000 $ 325,000 Additional term loan and/or revolver capacity available under incremental facility (b) $ 200,000 $ 100,000 Scheduled Maturity Date 5/5/2022 6/30/2020 (a) $250.0 million of the available $350.0 million was drawn on May 5, 2017. (b) Availability under the incremental facility is subject to certain conditions (including existing or new lenders providing commitments in respect of such additional borrowing capacity).

Basis of Presentation (Details)

Basis of Presentation (Details) - segment	Jun. 30, 2015	Mar. 31, 2017
Summary of Significant Accounting Policies
Percentage Of Capital Distribution	100.00%
Number of reportable segments		2

Accounting Policies - Share-Bas

Accounting Policies - Share-Based Compensation (Details)	3 Months Ended
	Mar. 31, 2017
Stock Options | Minimum
Share-Based Compensation
Vesting period	3 years
Stock Options | Maximum
Share-Based Compensation
Vesting period	5 years
Expiration period	10 years
Service-based conditions | Restricted Stock Awards | Minimum
Share-Based Compensation
Vesting period	3 years
Service-based conditions | Restricted Stock Awards | Maximum
Share-Based Compensation
Vesting period	5 years
Performance-based conditions | Restricted Stock Awards
Share-Based Compensation
Vesting period	3 years
Performance-based conditions | Restricted Stock Awards | Minimum
Share-Based Compensation
Expense measurement, payout range (as percent)	0.00%
Performance-based conditions | Restricted Stock Awards | Maximum
Share-Based Compensation
Expense measurement, payout range (as percent)	200.00%
Market-based conditions | Restricted Stock Awards
Share-Based Compensation
Vesting period	3 years

Goodwill and Other Intangible37

Goodwill and Other Intangibles - Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Changes in the carrying amount of goodwill
Gross Goodwill	$ 1,825,541	$ 1,807,079
Additions	18,462
Accumulated Impairment Losses	(762,023)
Net Goodwill	1,063,518	1,045,058
Installation
Changes in the carrying amount of goodwill
Gross Goodwill	1,409,254	1,390,792
Additions	18,462
Accumulated Impairment Losses	(762,023)
Net Goodwill	647,231
Distribution
Changes in the carrying amount of goodwill
Gross Goodwill	416,287	$ 416,287
Net Goodwill	$ 416,287

Goodwill and Other Intangible38

Goodwill and Other Intangibles - Other intangible assets (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Other intangible assets
Gross definite-lived intangible assets	$ 34,411	$ 20,932
Accumulated amortization	(18,866)	(18,683)
Net definite-lived intangible assets	15,545	2,249
Indefinite-lived intangible assets not subject to amortization	407	407
Other intangible assets, net	$ 15,952	$ 2,656

Long-Term Debt - Key Terms of C

Long-Term Debt - Key Terms of Credit Agreement (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Revolving Facility
Long-Term Debt
Availability	$ 125,000	$ 125,000
Original Credit Agreement
Long-Term Debt
Availability	325,000
Additional term loan and/or revolver capacity available under incremental facility	$ 100,000
Interest rate	2.28%
Original Credit Agreement | Term Loan Facility
Long-Term Debt
Availability	$ 200,000
Original Credit Agreement | Revolving Facility
Long-Term Debt
Availability	125,000
Sublimit for issuance of letters of credit under Revolving Facility*	100,000
Sublimit for swingline loans under Revolving Facility*	$ 15,000

Long-Term Debt - Schedule of de

Long-Term Debt - Schedule of debt maturity (Details) $ in Thousands	Mar. 31, 2017USD ($)
Schedule of Debt Maturity by Years:
2,017	$ 15,000
2,018	20,000
2,019	25,000
2,020	115,000
Total principal maturities	$ 175,000

Long-Term Debt - Reconciliation

Long-Term Debt - Reconciliation (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Long-Term Debt
Current portion of long-term debt	$ 20,000	$ 20,000
Long-term portion of long-term debt	155,000	160,000
Unamortized debt issuance costs	(1,115)	(1,200)
Long-term debt	$ 173,885	$ 178,800

Long-Term Debt - Other (Details

Long-Term Debt - Other (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017USD ($)	Dec. 31, 2016USD ($)	May 09, 2016USD ($)
Debt covenants
Maximum net leverage ratio	3	3
Minimum fixed charge coverage ratio	1.10	1.10
Amendment to Original Credit Agreement
Debt covenants
Maximum exclusion of share repurchases from the Credit Agreement's definition of "Fixed Charges"			$ 50,000
Initial exclusion of share repurchases from the Credit Agreement's definition of "Fixed Charges"			25,000
Additional exclusion of share repurchases from the Credit Agreement's definition of "Fixed Charges", provided the Company's Total Leverage Ratio is below specified threshold			$ 25,000
Revolving Facility
Long-Term Debt
Revolving Facility	$ 125,000	$ 125,000
Less: standby letters of credit	(49,080)	(49,080)
Capacity under Revolving Facility	$ 75,920	$ 75,920

Accrued Liabilities (Details)

Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Accrued Liabilities
Salaries, wages, and commissions	$ 19,219	$ 20,684
Insurance reserves	21,511	20,410
Significant legal settlement	30,000
Other	28,917	23,305
Total Accrued Liabilities	$ 99,647	$ 64,399

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Fair Value on Non-Recurring Basis
Amount of transfers of assets and liabilities measured on a recurring and non-recurring basis between Levels 1, 2 and 3 of the fair value hierarchy	$ 0	$ 0

Segment Information (Details)

Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Segment information
Net sales	$ 441,363	$ 414,024
Operating profit (loss)	(3,463)	19,767
Other expense, net	(1,263)	(1,598)
Income from continuing operations before income taxes	(4,726)	18,169
Significant legal settlement (See Note 8 – Other Commitments & Contingencies)	30,000
Installation
Segment information
Significant legal settlement (See Note 8 – Other Commitments & Contingencies)	30,000
Operating Segment
Segment information
Operating profit (loss)	3,219	24,487
Operating Segment | Installation
Segment information
Net sales	290,887	272,878
Operating profit (loss)	21,036	13,506
Operating Segment | Distribution
Segment information
Net sales	170,244	160,888
Operating profit (loss)	15,484	14,333
Significant legal settlement | Installation
Segment information
Operating profit (loss)	(30,000)
Intercompany Eliminations and Other Adjustments
Segment information
Net sales	(19,768)	(19,742)
Operating profit (loss)	(3,301)	(3,352)
Intercompany Eliminations
Segment information
Operating profit (loss)	3,300	3,400
Corporate
Segment information
General corporate expense, net	$ (6,682)	$ (4,720)

Other Commitments and Conting46

Other Commitments and Contingencies (Details) $ in Millions	Mar. 31, 2017USD ($)
Owens
Litigation
Settlement to be paid	$ 30

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Taxes
Effective tax rate (as a percent)	63.80%	38.80%
Total recognized tax benefit related to discrete items	$ 12.6
Tax benefit related to legal settlement	11.8
Tax benefit related to share-based compensation	$ 0.8

Income (Loss) Per Share (Detail

Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
(Loss) income from continuing operations	$ (1,710)	$ 11,116
Net (loss) income	$ (1,710)	$ 11,116
Weighted average number of common shares outstanding - basic	37,123,245	37,761,423
Dilutive effect of common stock equivalents:
Stock options		24,004
Weighted average number of common shares outstanding - diluted	37,123,245	37,899,110
Basic (loss) income per common share:
(Loss) income from continuing operations	$ (0.05)	$ 0.29
Net (loss) income	(0.05)	0.29
Diluted earnings (loss) per common share:
(Loss) income from continuing operations	(0.05)	0.29
Net (loss) income	$ (0.05)	$ 0.29
Other disclosures
Dilutive effect of common stock equivalents	0
Service-based conditions
Dilutive effect of common stock equivalents:
Restricted stock awards		113,683

Income (Loss) Per Share - Anti-

Income (Loss) Per Share - Anti-dilutive common stock equivalents (Details) - shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Anti-dilutive common stock equivalents
Total anti-dilutive common stock equivalents	1,381,859	609,311
Restricted Stock Awards | Service-based conditions
Anti-dilutive common stock equivalents
Total anti-dilutive common stock equivalents	401,623	99,734
Restricted Stock Awards | Market-based conditions
Anti-dilutive common stock equivalents
Total anti-dilutive common stock equivalents	205,316	25,293
Stock Options
Anti-dilutive common stock equivalents
Total anti-dilutive common stock equivalents	774,920	484,284

Share-Based Compensation - Expe

Share-Based Compensation - Expense (Details) - USD ($) $ in Thousands, shares in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Share-Based Compensation
Income tax benefit realized from award vestings	$ 800
Selling, General and Administrative Expenses
Share-Based Compensation
Share-based compensation expense	2,084	$ 1,600
Income Tax Expense
Share-Based Compensation
Income tax benefit realized from award vestings	$ 828
2015 Plan
Share-Based Compensation
Number of shares available	2.8
2015 Plan | Maximum
Share-Based Compensation
Number of shares authorized	4

Share-Based Compensation - Acti

Share-Based Compensation - Activity (Details) - USD ($)	Feb. 21, 2017	Feb. 22, 2016	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Unrecognized share-based compensation expense
Restricted stock awards, Unrecognized compensation expense			$ 15,889,000
Stock options, Unrecognized compensation expense			6,211,000
Total unrecognized compensation expense related to unvested awards			$ 22,100,000
Restricted Stock Awards
Restricted Stock Awards, Number of Shares
Balance at beginning of period (in shares)			653,100
Granted (in shares)			141,000
Converted/Exercised (in shares)			(130,800)
Forfeited (in shares)			(11,500)
Balance at end of period (in shares)			651,800
Restricted Stock Awards, Weighted Average Grant Date Fair Value Per Share
Balance at beginning of period (in dollars per share)			$ 25.71
Granted (in dollars per share)			43.25
Converted/Exercised (in dollars per share)			21.41
Forfeited (in dollars per share)			26.98
Balance at end of period (in dollars per share)			$ 30.34
Unrecognized share-based compensation expense
Restricted stock awards, Weighted average remaining vesting period			1 year 10 months 24 days
Assumptions used to estimate the fair values of the awards granted:
Remaining measurement period			2 years 10 months 10 days	2 years 10 months 10 days
Risk free interest rate (as a percent)			1.46%	0.90%
Dividend yield (as a percent)			0.00%	0.00%
Estimated fair value of awards granted (in dollars per share)			$ 50.06	$ 33.77
Stock Options
Stock Options, Number of Shares
Balance at beginning of period (in shares)			712,000
Granted (in shares)			145,300
Balance at end of period (in shares)			857,300
Stock Options, Weighted Average Grant Date Fair Value Per Share
Balance at beginning of period (in dollars per share)			$ 9.73
Granted (in dollars per share)			14.40
Balance at end of period (in dollars per share)			10.53
Stock Options, Weighted Average Exercise Price Per Share
Balance at beginning of period (in dollars per share)			25.03
Granted (in dollars per share)			38.39
Balance at end of period (in dollars per share)			$ 27.29
Stock options, additional disclosures
Aggregate intrinsic value			$ 16,893,000		$ 7,525,800
Exercisable, Number of shares			244,900
Exercisable, Weighted Average Grant Date Fair Value Per Share			$ 8.79
Exercisable Weighted Average Exercise Price Per Share			$ 22.49
Exercisable, Aggregate Intrinsic Value			$ 6,002,300
Weighted average remaining contractual term for vested but unexercised stock options			7 years 2 months 12 days
Unrecognized share-based compensation expense
Stock options, Weighted average remaining vesting period			1 year 10 months 24 days
Assumptions used to estimate the fair values of the awards granted:
Risk free interest rate (as a percent)			2.18%	1.51%
Expected volatility using historical return volatility and implied volatility (as a percent)			35.00%	38.00%
Expected life (in years)			6 years	6 years
Dividend yield (as a percent)			0.00%	0.00%
Estimated fair value of awards granted (in dollars per share)			$ 14.44	$ 10.20
Performance-based conditions | Restricted Stock Awards
Restricted stock awards, additional disclosures
Grant date fair value	$ 2,227,000	$ 2,080,000
Performance-based conditions | Restricted Stock Awards | Payout Range-25%
Restricted stock awards, additional disclosures
Related expenses	557,000	520,000
Performance-based conditions | Restricted Stock Awards | Payout Range-100%
Restricted stock awards, additional disclosures
Related expenses	2,227,000	2,080,000
Performance-based conditions | Restricted Stock Awards | Payout Range-200%
Restricted stock awards, additional disclosures
Related expenses	$ 4,454,000	$ 4,160,000

Share Repurchase Program (Detai

Share Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Feb. 28, 2017	Feb. 24, 2017
Number of shares repurchased (in shares)	397,035	53,408
Share repurchase cost	$ 17,379	$ 1,539
Average price per share (in dollars per share)	$ 43.77
2016 Repurchase program
Number of shares repurchased (in shares)			788,399
Share repurchase cost			$ 26,600
Average price per share (in dollars per share)			$ 33.72
2017 Repurchase program | Maximum
Share repurchase program, authorized amount				$ 200,000

Business Combinations - Summary

Business Combinations - Summary, Pro Forma, Allocation (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Mar. 29, 2017	Feb. 27, 2017	Jan. 16, 2017	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Business Combinations
Cash consideration					$ 41,242
Pro Forma Results
Net sales					448,310	$ 425,881
Net income					16,155	11,251
Amortization of intangible assets					389	389
Income tax expense (using normalized 38% ETR)					$ 178	$ 82
ETR (as a percent)					38.00%	38.00%
Purchase Price Allocations
Goodwill	$ 1,063,518				$ 1,063,518		$ 1,045,058
Selling, General and Administrative Expenses
Business Combinations
Acquisition costs	300				300
2017 Acquisitions
Business Combinations
Purchase price	43,352
Cash consideration	41,242
Contingent consideration	2,110
Purchase Price Allocations
Accounts receivable	11,178				11,178
Inventories	1,335				1,335
Prepaid and other assets	33				33
Property and equipment	2,646				2,646
Intangible assets	13,479				13,479
Goodwill	18,462				18,462
Accounts payable	(3,432)				(3,432)
Accrued liabilities	(349)				(349)
Net assets acquired	43,352				43,352
Midwest
Business Combinations
Purchase price	12,224
Cash consideration	12,224			$ 12,200
Revenue and Operating Profit Since Acquisition Date
Net Sales					3,268
Net Income					(91)
Purchase Price Allocations
Accounts receivable	6,767				6,767
Inventories	75				75
Property and equipment	655				655
Intangible assets	2,770				2,770
Goodwill	3,316				3,316
Accounts payable	(1,359)				(1,359)
Net assets acquired	12,224				12,224
EcoFoam
Business Combinations
Purchase price	22,295		$ 22,300
Cash consideration	20,185		20,200
Contingent consideration	2,110		2,100
Revenue and Operating Profit Since Acquisition Date
Net Sales					2,389
Net Income					91
Purchase Price Allocations
Accounts receivable	3,733				3,733
Inventories	1,119				1,119
Prepaid and other assets	27				27
Property and equipment	1,620				1,620
Intangible assets	7,567				7,567
Goodwill	10,625				10,625
Accounts payable	(2,047)				(2,047)
Accrued liabilities	(349)				(349)
Net assets acquired	22,295				22,295
MR Insulfoam
Business Combinations
Cash consideration			$ 1,500
Capital
Business Combinations
Cash consideration		$ 7,300
All others
Business Combinations
Purchase price	8,833
Cash consideration	8,833
Revenue and Operating Profit Since Acquisition Date
Net Sales					196
Net Income					22
Purchase Price Allocations
Accounts receivable	678				678
Inventories	141				141
Prepaid and other assets	6				6
Property and equipment	371				371
Intangible assets	3,142				3,142
Goodwill	4,521				4,521
Accounts payable	(26)				(26)
Net assets acquired	$ 8,833				$ 8,833

Business Combinations - Fair va

Business Combinations - Fair value of consideration (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Mar. 29, 2017	Feb. 27, 2017	Jan. 16, 2017	Mar. 31, 2017
Fair value of consideration
Cash consideration					$ 41,242
2017 Acquisitions
Fair value of consideration
Cash consideration	$ 41,242
Contingent consideration	2,110
Total consideration transferred	43,352
Midwest
Fair value of consideration
Cash consideration	12,224			$ 12,200
Total consideration transferred	12,224
EcoFoam
Fair value of consideration
Cash consideration	20,185		$ 20,200
Contingent consideration	2,110		2,100
Total consideration transferred	22,295		22,300
MR Insulfoam
Fair value of consideration
Cash consideration			$ 1,500
Capital
Fair value of consideration
Cash consideration		$ 7,300
All others
Fair value of consideration
Cash consideration	8,833
Total consideration transferred	$ 8,833

Business Combinations - Intangi

Business Combinations - Intangibles (Details) - 2017 Acquisitions $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)
Estimates of acquired intangible assets
Estimated Fair Value	$ 13,479
Weighted Average Estimated Useful Life (Years)	9 years
Customer relationships
Estimates of acquired intangible assets
Estimated Fair Value	$ 9,538
Weighted Average Estimated Useful Life (Years)	10 years
Trademarks and trade names
Estimates of acquired intangible assets
Estimated Fair Value	$ 1,849
Weighted Average Estimated Useful Life (Years)	10 years
Non-competition agreements
Estimates of acquired intangible assets
Estimated Fair Value	$ 2,092
Weighted Average Estimated Useful Life (Years)	5 years

Business Combinations - Goodwil

Business Combinations - Goodwill (Details) $ in Millions	Mar. 31, 2017USD ($)
Business Combinations
Goodwill expected to be deducted for income tax purposes	$ 18.5

Business Combinations - Conting

Business Combinations - Contingent Consideration (Details) - EcoFoam - USD ($) $ in Thousands	1 Months Ended
	Mar. 31, 2017	Feb. 27, 2017
Contingent Consideration
Contingent consideration, low end of range	$ 0
Contingent consideration, high end of range	$ 2,500
Level 3
Contingent Consideration
Discount rate (as a percent)	9.50%
Fair value of contingent consideration
Fair Value of Contingent Consideration	$ 2,110	$ 2,110

Closure Costs (Details)

Closure Costs (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)
Closure Costs
Closure Costs Incurred for the Period	$ 1,302
Cash Payments for the Period	(62)
Non-cash adjustments for the period	(72)
Closure Costs Liability, Ending Balance	1,168
Severance
Closure Costs
Closure Costs Incurred for the Period	524
Cash Payments for the Period	(11)
Closure Costs Liability, Ending Balance	513
Lease abandonment
Closure Costs
Closure Costs Incurred for the Period	582
Non-cash adjustments for the period	(72)
Closure Costs Liability, Ending Balance	510
Other costs
Closure Costs
Closure Costs Incurred for the Period	196
Cash Payments for the Period	(51)
Closure Costs Liability, Ending Balance	$ 145

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ in Thousands	May 05, 2017	Apr. 20, 2017	Mar. 31, 2017	Dec. 31, 2016
Subsequent Events
Amount outstanding			$ 175,000
Revolving Facility
Subsequent Events
Availability			125,000	$ 125,000
Original Credit Agreement
Subsequent Events
Availability			325,000
Additional term loan and/or revolver capacity available under incremental facility			100,000
Original Credit Agreement | Term Loan Facility
Subsequent Events
Availability			200,000
Original Credit Agreement | Revolving Facility
Subsequent Events
Availability			$ 125,000
Subsequent Event | Accelerated Share Repurchase Agreement with Bank of America
Subsequent Events
Share repurchase program, authorized amount	$ 100,000
Subsequent Event | New Credit Agreement
Subsequent Events
Availability	600,000
Additional term loan and/or revolver capacity available under incremental facility	$ 200,000
Debt term	5 years
Subsequent Event | New Credit Agreement | Term Loan Facility
Subsequent Events
Availability	$ 350,000
Amount outstanding	250,000
Subsequent Event | New Credit Agreement | Revolving Facility
Subsequent Events
Availability	$ 250,000
Superior | Subsequent Event
Subsequent Events
Purchase price		$ 11,000