TopBuild (BLD) 10-Q 6 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Oct. 31, 2018
Document and Entity Information
Entity Registrant Name	TopBuild Corp
Entity Central Index Key	1,633,931
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
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		35,384,990
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q3
Entity Small Business	false
Entity Emerging Growth Company	false

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 93,463	$ 56,521
Receivables, net of an allowance for doubtful accounts of $4,929 and $3,673 at September 30, 2018, and December 31, 2017, respectively	419,706	308,508
Inventories, net	161,875	131,342
Prepaid expenses and other current assets	24,074	15,221
Total current assets	699,118	511,592
Property and equipment, net	166,748	107,121
Goodwill	1,362,747	1,077,186
Other intangible assets, net	205,103	33,243
Deferred tax assets, net	17,634	18,129
Other assets	5,476	2,278
Total assets	2,456,826	1,749,549
Current liabilities:
Accounts payable	300,938	263,814
Current portion of long-term debt - term loan	19,688	12,500
Current portion of long-term debt - equipment notes	3,754
Accrued liabilities	116,243	75,087
Total current liabilities	440,623	351,401
Long-term debt - term loan	309,548	229,387
Long-term debt - equipment notes	15,128
Long-term debt - Senior Notes	393,769
Deferred tax liabilities, net	167,508	132,840
Long-term portion of insurance reserves	42,347	36,160
Other liabilities	1,868	3,242
Total liabilities	1,370,791	753,030
Commitments and contingencies
Equity:
Preferred stock, $0.01 par value: 10,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2018, and December 31, 2017
Common stock, $0.01 par value: 250,000,000 shares authorized; 38,689,305 issued and 35,493,406 outstanding at September 30, 2018, and 38,626,378 shares issued and 35,586,916 outstanding at December 31, 2017	387	386
Treasury stock, 3,195,899 shares at September 30, 2018, and 3,039,462 shares at December 31, 2017, at cost	(171,075)	(141,582)
Additional paid-in capital	853,410	830,600
Retained earnings	403,313	307,115
Total equity	1,086,035	996,519
Total liabilities and equity	$ 2,456,826	$ 1,749,549

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
CONDENSED CONSOLIDATED BALANCE SHEETS
Allowance for doubtful accounts	$ 4,929	$ 3,673
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	38,689,305	38,626,378
Common stock, shares outstanding	35,493,406	35,586,916
Treasury stock, shares at cost	3,195,899	3,039,462

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Net sales	$ 647,289	$ 489,044	$ 1,744,702	$ 1,404,865
Cost of sales	485,424	368,205	1,326,777	1,065,789
Gross profit	161,865	120,839	417,925	339,076
Selling, general, and administrative expense (exclusive of significant legal settlement, shown separately below)	95,648	71,277	274,134	222,181
Significant legal settlement				30,000
Operating profit	66,217	49,562	143,791	86,895
Other income (expense), net:
Interest expense	(9,381)	(2,479)	(19,026)	(5,767)
Loss on extinguishment of debt				(1,086)
Other, net	178	27	292	239
Other expense, net	(9,203)	(2,452)	(18,734)	(6,614)
Income before income taxes	57,014	47,110	125,057	80,281
Income tax expense	(14,356)	(15,717)	(28,859)	(27,139)
Net income	$ 42,658	$ 31,393	$ 96,198	$ 53,142
Income per common share:
Basic (in dollars per share)	$ 1.22	$ 0.90	$ 2.74	$ 1.47
Diluted (in dollars per share)	$ 1.19	$ 0.88	$ 2.69	$ 1.44
Weighted average shares outstanding:
Basic (in shares)	35,091,388	35,022,113	35,084,694	36,203,497
Diluted (in shares)	35,789,383	35,737,629	35,815,357	36,842,144

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Net Cash Provided by (Used in) Operating Activities:
Net income	$ 96,198	$ 53,142
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	27,133	11,753
Share-based compensation	8,244	7,473
Loss on extinguishment of debt		1,086
Loss on sale or abandonment of property and equipment	764	614
Amortization of debt issuance costs	812	293
Change in fair value of contingent consideration	(373)	98
Provision for bad debt expense	3,003	2,498
Loss from inventory obsolescence	1,375	1,390
Deferred income taxes, net	(708)	266
Change in certain assets and liabilities
Receivables, net	(46,993)	(43,931)
Inventories, net	(15,333)	249
Prepaid expenses and other current assets	(5,560)	8,362
Accounts payable	17,768	(2,280)
Accrued liabilities	10,304	13,633
Other, net	(601)	(28)
Net cash provided by operating activities	96,033	54,618
Cash Flows Provided by (Used in) Investing Activities:
Purchases of property and equipment	(42,379)	(13,088)
Acquisition of businesses, net of cash acquired of $15,756 in 2018	(500,666)	(84,040)
Proceeds from sale of property and equipment	502	453
Other, net	31	178
Net cash used in investing activities	(542,512)	(96,497)
Cash Flows Provided by (Used in) Financing Activities:
Proceeds from issuance of Senior Notes	400,000
Proceeds from issuance of term loan	100,000	250,000
Repayment of term loan	(11,875)	(183,125)
Proceeds from equipment notes	20,104
Repayment of equipment notes	(1,222)
Proceeds from revolving credit facility	90,000	170,000
Repayment of revolving credit facility	(90,000)	(165,000)
Payment of debt issuance costs	(7,819)	(2,150)
Taxes withheld and paid on employees' equity awards	(5,433)	(4,475)
Repurchase of shares of common stock	(9,493)	(139,286)
Payment of contingent consideration	(841)
Net cash provided by (used in) financing activities	483,421	(74,036)
Cash and Cash Equivalents
Increase (decrease) for the period	36,942	(115,915)
Beginning of year	56,521	134,375
End of period	93,463	18,460
Supplemental disclosure of noncash investing activities:
Accruals for property and equipment	$ 546	$ 154

CONSOLIDATED STATEMENTS OF CA_2

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parentheticals) $ in Thousands	9 Months Ended
	Sep. 30, 2018USD ($)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Acquisition, cash acquired	$ 15,756

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, 2016	$ 385	$ (22,296)	$ 845,476	$ 148,982	$ 972,547
Increase (Decrease) in Stockholders' Equity
Net income				53,142	53,142
Share-based compensation			7,473		7,473
Issuance of restricted share awards under long-term equity incentive plan	1		(1)
Repurchase of shares of common stock pursuant to Share Repurchase Program		(39,286)			(39,286)
Repurchase of shares of common stock pursuant to Accelerated Share Repurchase Program		(80,000)	(20,000)		(100,000)
Shares of common stock withheld to pay taxes on employees' equity awards			(4,475)		(4,475)
Balance at Sep. 30, 2017	386	(141,582)	828,473	202,124	889,401
Balance at Dec. 31, 2017	386	(141,582)	830,600	307,115	996,519
Increase (Decrease) in Stockholders' Equity
Net income				96,198	96,198
Share-based compensation			8,244		8,244
Issuance of restricted share awards under long-term equity incentive plan	1		(1)
Repurchase of shares of common stock pursuant to Share Repurchase Program		(9,493)			(9,493)
Repurchase of shares of common stock pursuant to Accelerated Share Repurchase Program		(20,000)	20,000
Shares of common stock withheld to pay taxes on employees' equity awards			(5,433)		(5,433)
Balance at Sep. 30, 2018	$ 387	$ (171,075)	$ 853,410	$ 403,313	$ 1,086,035

CONSOLIDATED STATEMENTS OF EQ_2

CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - shares	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
CONSOLIDATED STATEMENTS OF EQUITY
Issuance of restricted share awards under long-term equity incentive plan (in shares)	90,760	158,900
Repurchase of shares of common stock pursuant to Share Repurchase Program (in shares)	142,780	858,393
Repurchase of shares of common stock pursuant to Accelerated Share Repurchase Program (in shares)	13,657	1,507,443
Number of shares of common stock withheld to satisfy statutory withholding requirements (in shares)	97,429	113,087

Basis of Presentation

Basis of Presentation	9 Months Ended
	Sep. 30, 2018
Basis of Presentation
Basis of Presentation	1. BASIS OF PRESENTATION TopBuild is a Delaware corporation incorporated on June 30, 2015, and is listed on the NYSE under the ticker symbol “BLD.” We report our business in two segments: Installation and Distribution. Our Installation segment primarily installs insulation and other building products. Our Distribution segment primarily sells and distributes 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 September 30, 2018, our results of operations for the three and nine months ended September 30, 2018 and 2017, and cash flows for the nine months ended September 30, 2018 and 2017. The Condensed Consolidated Balance Sheet at December 31, 2017, was derived from our audited financial statements, but does not include all disclosures required by GAAP. 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 for the year ended December 31, 2017.

Accounting Policies

Accounting Policies	9 Months Ended
	Sep. 30, 2018
Accounting Policies
Accounting Policies	2. ACCOUNTING POLICIES Financial Statement Presentation. Our 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. 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 net 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 May 2014 the FASB issued a new standard for revenue recognition, ASC 606. Subsequent to issuing ASC 606, the FASB 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. Effective January 1, 2018, we adopted ASC 606 using the modified retrospective approach. Adoption of this standard did not have a material impact on our financial position or results of operations for any periods presented. As such, a cumulative adjustment was not recorded to our beginning retained earnings balance. Revenue Recognition Revenue is disaggregated between our Installation and Distribution segments. A reconciliation of disaggregated revenue by segment is included in Note 6 – Segment Information. We recognize revenue for our Installation segment using the percentage of completion method of accounting with respect to each particular order within a given customer’s contract, based on the amount of material installed at that customer’s location and the associated labor costs, as compared to the total expected cost for the particular order. Revenue is recognized over time as the customer is able to receive and utilize the benefits provided by our services. Each contract contains one or more individual orders, which are based on services delivered. When a contract modification is made, typically the remaining goods or services are considered distinct and we recognize revenue for the modification as a separate performance obligation. When insulation and installation services are bundled in a contract, we combine these items into one performance obligation as the overall promise is to transfer the combined item. Revenue from our Distribution segment is recognized when title to products and risk of loss transfers to our customers. This represents the point in time when the customer is able to direct the use of and obtain substantially all the benefits from the product. The determination of when control is deemed transferred depends on the shipping terms that are agreed upon in the contract. At time of sale, we record estimated reductions to revenue for customer programs and incentive offerings, including special pricing and other volume-based incentives based on historical experience, which is continuously adjusted. The duration of our contracts with customers is relatively short, generally less than a 90-day period, therefore there is not a significant financing component when considering the determination of the transaction price which gets allocated to the individual performance obligations, generally based on standalone selling prices. Additionally, we consider shipping costs charged to a customer as a fulfillment cost rather than a promised service and expense as incurred. Sales taxes, when incurred, are recorded as a liability and excluded from revenue on a net basis. We record a contract asset when we have satisfied our performance obligation prior to billing and a contract liability generally when a customer payment is received prior to the satisfaction of our performance obligation. The difference between the beginning and ending balances of our contract assets and liabilities primarily results from the timing of our performance and the customer’s payment. The following table represents our contract assets and contract liabilities with customers, in thousands: Included in Line Item on As of Condensed Consolidated September 30, December 31, Balance Sheets 2018 2017 Contract Assets: Receivables, unbilled Receivables, net $ 58,755 $ 37,142 Contract Liabilities: Deferred revenue Accrued liabilities $ 19,782 $ 9,275 The increase in our contract asset and contract liability balances from December 31, 2017 is primarily a result of the USI acquisition. Our contract liabilities are normally recognized to net sales in the immediately subsequent reporting period due to the generally short-term nature of our contracts with customers. In August 2016 the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments”. This standard addresses the diversity in practice of how certain cash receipts and payments are classified in the statement of cash flows, including contingent consideration payments made after a business combination which is relevant for us. This update was effective for us beginning January 1, 2018, and we adopted the standard using a retrospective approach. There was no impact to any prior periods. 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 was effective for us beginning January 1, 2018, and we adopted the standard using a prospective approach. The adoption of this standard did not have a material impact on our financial position or results of operations. Recently Issued Accounting Pronouncements Not Yet Adopted: In February 2016 the FASB issued ASU 2016-02, “Leases.” This standard requires a lessee to recognize most leases on its balance sheet. Companies are required to use a modified retrospective transition method for all existing leases. This standard is effective for annual periods beginning after December 15, 2018, and interim periods therein with early adoption permitted. We plan to adopt this guidance on January 1, 2019. We have identified substantially all of our contracts that fall within the scope of this guidance and are finalizing our evaluation of the impact of adoption 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 of adoption of this standard on our financial position and 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 goodwill 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 of adoption of this standard on our financial position and results of operations. In August 2018 the FASB issued ASU 2018-13, “Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” The new standard modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, including adjustments to Level 3 fair value measurement disclosures as well as the removal of disclosures around Level 1 and Level 2 transfers. 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 of adoption of this standard on our financial position and results of operations.

Goodwill and Other Intangibles

Goodwill and Other Intangibles	9 Months Ended
	Sep. 30, 2018
Goodwill and Other Intangibles
Goodwill and Other Intangibles	3. GOODWILL AND OTHER INTANGIBLES We have two reporting units which are also our operating and reporting segments: Installation and Distribution. Both reporting units contain goodwill. Assets acquired and liabilities assumed are assigned to the applicable reporting unit based on whether the acquired assets and liabilities relate to the operations of and determination of the fair value of such unit. Goodwill assigned to the reporting unit is the excess of the fair value of the acquired business over the fair value of the individual assets acquired and liabilities assumed for the reporting unit. The estimated fair values of the two reporting units substantially exceeded their respective carrying values. Changes in the carrying amount of goodwill for the nine months ended September 30, 2018, by segment, were as follows, in thousands: Gross Goodwill Gross Goodwill Accumulated Net Goodwill at at Impairment at December 31, 2017 Additions September 30, 2018 Losses September 30, 2018 Goodwill, by segment: Installation $ 1,422,920 $ 255,465 $ 1,678,385 $ (762,021) $ 916,364 Distribution 416,287 30,096 446,383 — 446,383 Total goodwill $ 1,839,207 $ 285,561 $ 2,124,768 $ (762,021) $ 1,362,747 The following table sets forth our other intangible assets, in thousands: As of September 30, December 31, 2018 2017 Gross definite-lived intangible assets $ 219,382 $ 54,872 Accumulated amortization (14,279) (21,629) Net definite-lived intangible assets $ 205,103 $ 33,243 The following table sets forth a breakout of our intangible assets as of September 30, 2018, in thousands: Gross Definite ‑ lived Intangible Assets Accumulated Amortization Net Definite ‑ lived Intangible Assets Trademarks and trade names $ 13,435 $ (979) $ 12,456 Customer relationships 198,428 (11,401) 187,027 Non-competition agreements 7,519 (1,899) 5,620 Total $ 219,382 $ (14,279) $ 205,103 The following table sets forth our amortization expense, in thousands: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Amortization expense $ 5,242 $ 1,516 $ 10,536 $ 1,955

Long-Term Debt

Long-Term Debt	9 Months Ended
	Sep. 30, 2018
Long-Term Debt
Long-Term Debt	4. LONG-TERM DEBT On May 5, 2017, we and the Guarantors entered into a credit agreement with the Lenders. All obligations under the credit agreement are guaranteed by the Guarantors, and all obligations under the credit agreement, including the guarantees of those obligations, are secured by substantially all of the assets of us and the Guarantors. On March 28, 2018, we executed an amendment to our credit agreement, which primarily facilitated the acquisition of USI by (i) extending until August 29, 2018, the period during which the Company could access the $100.0 million delayed draw term loan feature and (ii) providing that the Company could issue up to $500.0 million of Senior Notes in connection with its acquisition of USI. On May 1, 2018, we closed on our acquisition of USI. The acquisition was funded through net proceeds from the issuance on April 25, 2018, of $400.0 million of 5.625% Senior Notes due in 2026 together with the net proceeds from the $100.0 million delayed draw term loan commitment accessed on May 1, 2018, under our Amended Credit Agreement. These funds were also used for the payment of related fees and expenses, as well as for general corporate purposes. The Senior Notes are our senior unsecured obligations and bear interest at 5.625% per year, payable semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2018. The Senior Notes mature on May 1, 2026, unless redeemed early or repurchased. We have the right to redeem the Senior Notes under certain circumstances, and, if we undergo a change in control, we must make an offer to repurchase all of the Senior Notes then outstanding at a repurchase price equal to 101% of their aggregate principal amount, plus accrued and unpaid interest (if any) to, but not including, the repurchase date. Interest payable on borrowings under the Amended Credit Agreement is based on an applicable margin rate plus, at our option, either: · A base rate determined by reference to the highest of either (i) the federal funds rate plus 0.50 percent, (ii) Bank of America’s “prime rate,” or (iii) the LIBOR rate for U.S. dollar deposits with a term of one month, plus 1.00 percent; or · A LIBOR rate determined by reference to the costs of funds for deposits in U.S. dollars for the interest period relevant to such borrowings. The applicable margin rate is determined based on our Secured Leverage Ratio. In the case of base rate borrowings, the applicable margin rate ranges from 0.00 percent to 1.50 percent and in the case of LIBOR rate borrowings, the applicable margin ranges from 1.00 percent to 2.50 percent. We are required to pay commitment fees to the Lenders in respect of any unutilized commitments. The commitment fees range from 0.15 percent to 0.275 percent per year, depending on our Secured Leverage Ratio. We must also pay customary fees on outstanding letters of credit. The following table outlines the key terms of our Amended Credit Agreement, dollars in thousands: Senior secured term loan facility (original borrowing) (a) $ 250,000 Additional delayed draw term loan (b) $ 100,000 Additional term loan and/or revolver capacity available under incremental facility (c) $ 200,000 Revolving Facility $ 250,000 Sublimit for issuance of letters of credit under Revolving Facility (d) $ 100,000 Sublimit for swingline loans under Revolving Facility (d) $ 20,000 Interest rate as of September 30, 2018 3.33 % Scheduled maturity date 5/05/2022 (a) The Amended Credit Agreement provides for a term loan limit of $350.0 million; $250.0 million was drawn on May 5, 2017. (b) On May 1, 2018, the net proceeds from the $100.0 million delayed draw term loan were used to partially fund the USI acquisition. (c) Additional borrowing capacity is available under the incremental facility, subject to certain terms and conditions (including existing or new lenders providing commitments in respect of such additional borrowing capacity). (d) Use of the sublimits for the issuance of letters of credit and swingline loans reduces the availability under the Revolving Facility. Borrowings under the Amended Credit Agreement are prepayable at the Company’s option without premium or penalty. The Company is required to make prepayments with the net cash proceeds of certain asset sales and certain extraordinary receipts. Beginning in the first quarter of 2018, the Company executed various equipment notes for the purpose of financing the purchase of vehicles and equipment. The following table summarizes equipment notes entered into during the respective periods, in thousands: Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Equipment notes $ 5,038 $ 20,104 The following table sets forth our remaining principal payments for our outstanding Senior Notes, term loan and equipment notes as of September 30, 2018, in thousands: Payments Due by Period 2018 2019 2020 2021 2022 Thereafter Total Senior Notes $ — $ — $ — $ — $ — $ 400,000 $ 400,000 Term loan 4,375 21,875 26,250 30,625 248,750 — 331,875 Equipment notes 928 3,788 3,945 4,110 4,281 1,830 18,882 Total $ 5,303 $ 25,663 $ 30,195 $ 34,735 $ 253,031 $ 401,830 $ 750,757 The following table reconciles the principal balance of our outstanding debt to our Condensed Consolidated Balance Sheets, in thousands: As of September 30, December 31, Principal debt balances: 2018 2017 Current portion of long-term debt - term loan $ 19,688 $ 12,500 Current portion of long-term debt - equipment notes 3,754 — Long-term portion of long-term debt - Senior Notes 400,000 — Long-term portion of long-term debt - term loan 312,187 231,250 Long-term portion of long-term debt - equipment notes 15,128 — Unamortized debt issuance costs (8,870) (1,863) Total net debt $ 741,887 $ 241,887 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, as well as any outstanding amount borrowed under our revolving credit facility, reduce the availability under the Revolving Facility. The following table summarizes our availability under the Revolving Facility, in thousands: As of September 30, December 31, 2018 2017 Revolving Facility $ 250,000 $ 250,000 Less: standby letters of credit (59,288) (47,055) Capacity under Revolving Facility $ 190,712 $ 202,945 The indenture governing our Senior Notes contains customary restrictive covenants that, among other things, generally limit our ability to incur additional debt and issue preferred stock; to create liens; to pay dividends, acquire shares of capital stock, make payments on subordinated debt or make investments; to place limitations on distributions from certain subsidiaries; to issue guarantees; to issue or sell the capital stock of certain subsidiaries; to sell assets; to enter into transactions with affiliates; and to effect mergers. The Senior Notes indenture also contains customary events of default, subject in certain cases to grace and cure periods. Generally, if an event of default occurs and is continuing, the trustee under the indenture or the holders of at least 25% in aggregate principal amount of the Senior Notes then outstanding may declare the principal of, premium, if any, and accrued interest on all the Senior Notes immediately due and payable. The Senior Notes and related guarantees have not been registered under the Securities Act of 1933, and we are not required to register either the Senior Notes or the guarantees in the future. The Amended Credit Agreement contains certain covenants that limit, among other things, the ability of the Company to incur additional indebtedness or liens; to make certain investments or loans; to make certain restricted payments; to enter into consolidations, mergers, sales of material assets, and other fundamental changes; to transact with affiliates; to enter into agreements restricting the ability of subsidiaries to incur liens or pay dividends; or to make certain accounting changes. The Amended Credit Agreement contains customary affirmative covenants and events of default. The Amended Credit Agreement requires us to maintain a Net Leverage Ratio and minimum FCCR throughout the term of the agreement. The following table sets forth the maximum Net Leverage Ratios and minimum FCCR: Quarter Ending Maximum Minimum June 30, 2018 through September 30, 2018 3.75:1.00 1.25:1.00 December 31, 2018 through June 30, 2019 3.50:1.00 1.25:1.00 September 30, 2019 and each fiscal quarter end thereafter 3.25:1.00 1.25:1.00 We were in compliance with these key financial covenants under the Amended Credit Agreement as of September 30, 2018.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2018
Fair Value Measurements
Fair Value Measurements	5 . 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 12 – Business Combinations. Fair Value on Non-Recurring Basis Fair value measurements were applied to our long-term debt portfolio. We believe the carrying value of our term loan 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 Amended Credit Agreement. In addition, due to the floating-rate nature of our term loan, 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 all periods presented, there were no transfers between fair value hierarchical levels.

Segment Information

Segment Information	9 Months Ended
	Sep. 30, 2018
Segment Information
Segment Information	6. SEGMENT INFORMATION The following table sets forth our net sales and operating results by segment, in thousands: Three Months Ended September 30, 2018 2017 2018 2017 Net Sales Operating Profit (b) Our operations by segment were (a): Installation $ 464,540 $ 333,238 $ 61,004 $ 40,862 Distribution 212,948 181,146 19,229 18,300 Intercompany eliminations (30,199) (25,340) (5,658) (4,413) Total $ 647,289 $ 489,044 74,575 54,749 General corporate expense, net (d) (8,358) (5,187) Operating profit, as reported 66,217 49,562 Other expense, net (9,203) (2,452) Income before income taxes $ 57,014 $ 47,110 Nine Months Ended September 30, 2018 2017 2018 2017 Net Sales Operating Profit (b) Our operations by segment were (a): Installation (exclusive of significant legal settlement, shown separately below) $ 1,223,357 $ 945,109 $ 139,969 $ 96,985 Significant legal settlement (Installation segment) (c) — — — (30,000) Distribution 606,335 526,452 57,141 50,806 Intercompany eliminations (84,990) (66,696) (15,382) (11,393) Total $ 1,744,702 $ 1,404,865 181,728 106,398 General corporate expense, net (d) (37,937) (19,503) Operating profit, as reported 143,791 86,895 Other expense, net (18,734) (6,614) Income before income taxes $ 125,057 $ 80,281 (a) All of our operations are located in the U.S. (b) Segment operating profit for the three and nine months ended September 30, 2018 and 2017, 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 $30.0 million incurred during the nine months ended September 30, 2017, related to the settlement agreement with Owens Corning. For more information see Note 7 – Other Commitments and Contingencies . (d) General corporate expense, net includes 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	9 Months Ended
	Sep. 30, 2018
Other Commitments and Contingencies
Other Commitments and Contingencies	7 . OTHER Litigation . During the first quarter of 2017, we recognized a $30.0 million expense for a legal settlement with Owens Corning in connection with a breach of contract action related to our termination of an insulation supply contract. Under the terms of the settlement, we paid Owens Corning $30.0 million. The settlement resulted 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 nine months ended September 30, 2017. The settlement is also reflected in our installation segment’s operating results for the nine months ended September 30, 2017. 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	9 Months Ended
	Sep. 30, 2018
Income Taxes
Income Taxes	8 . INCOME TAXES Our effective tax rates were 25.2 percent and 23.1 percent for the three and nine months ended September 30, 2018, respectively. The effective tax rates for the three and nine months ended September 30, 2017, were 33.4 percent and 33.8 percent, respectively. The 2018 rates are lower due to the lower Federal tax rate enacted by the Tax Cuts and Jobs Act and the impact of discrete benefits related to share-based compensation, partially offset by State tax adjustments from rate changes related to the USI acquisition and from return to accrual adjustments for tax returns filed in 2018 related to 2017. A tax benefit of $0.5 million and $3.1 million related to share-based compensation was recognized in our Condensed Consolidated Statements of Operations as a discrete item in income tax expense for the three and nine months ended September 30, 2018, respectively. At September 30, 2018, the net deferred tax liability of $149.9 million consisted of net long-term deferred tax assets of $17.6 million and net long-term deferred tax liabilities of $167.5 million. The increase of the net deferred tax liability was primarily related to the acquisition of USI and related tax elections, return to accrual adjustments for tax returns filed in 2018 related to 2017, and other minor legal entity restructuring.

Income Per Share

Income Per Share	9 Months Ended
	Sep. 30, 2018
Income Per Share
Income Per Share	9. INCOME PER SHAR Basic net 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 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. Basic and diluted net income per share were computed as follows, in thousands, except share and per share amounts: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net income - basic and diluted $ 42,658 $ 31,393 $ 96,198 $ 53,142 Weighted average number of common shares outstanding - basic 35,091,388 35,022,113 35,084,694 36,203,497 Dilutive effect of common stock equivalents: RSAs with service-based conditions 135,347 216,724 161,474 215,069 RSAs with market-based conditions 252,278 202,292 245,127 174,559 RSAs with performance-based conditions 23,875 — 7,958 — Stock options 286,495 296,500 316,104 249,019 Weighted average number of common shares outstanding - diluted 35,789,383 35,737,629 35,815,357 36,842,144 Basic net income per common share $ 1.22 $ 0.90 $ 2.74 $ 1.47 Diluted net income per common share $ 1.19 $ 0.88 $ 2.69 $ 1.44 The following table summarizes shares excluded from the calculation of diluted net income per share because their effect would have been anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Anti-dilutive common stock equivalents: RSAs with service-based conditions 9,775 — 3,466 610 RSAs with market-based conditions — — — — RSAs with performance-based conditions — — — — Stock options 76,030 5,010 62,528 59,298 Total anti-dilutive common stock equivalents 85,805 5,010 65,994 59,908

Share-Based Compensation

Share-Based Compensation	9 Months Ended
	Sep. 30, 2018
Share-Based Compensation.
Share-Based Compensation	10. SHARE-BASED COMPENSATION Our eligible employees currently participate in the 2015 LTIP. The 2015 LTIP authorizes the Board 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 September 30, 2018, we had 2.6 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 vesting of awards 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 September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Share-based compensation expense $ 2,848 $ 2,372 $ 8,244 $ 7,473 Income tax benefit realized from award vestings $ 545 $ 1,619 $ 3,140 $ 2,634 The following table presents a summary of our share-based compensation activity for the nine months ended September 30, 2018, in thousands, except per share amounts: RSAs 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, 2017 591.2 $ 30.92 683.5 $ 11.13 $ 28.97 $ 31,969.7 Granted 91.7 $ 85.43 77.3 $ 27.44 $ 74.50 Converted/Exercised (142.4) $ 26.77 (134.5) $ 10.91 $ 28.37 $ 6,246.7 Forfeited (40.2) $ 39.76 (14.9) $ 16.98 $ 45.46 Balance September 30, 2018 500.3 $ 41.30 611.4 $ 13.10 $ 34.45 $ 14,990.9 Exercisable September 30, 2018 (a) 203.8 $ 10.65 $ 27.55 $ 5,965.9 (a) The weighted average remaining contractual term for vested options is 7.0 years. We had unrecognized share-based compensation expense relating to unvested awards as shown in the following table, dollars in thousands: As of September 30, 2018 Unrecognized Compensation Expense Weighted Average Unrecognized compensation expense related to unvested awards: RSAs $ 10,777 1.1 years Options 3,719 1.1 years Total unrecognized compensation expense related to unvested awards $ 14,496 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 $ 1,944 $ — $ 486 $ 1,944 $ 3,888 February 21, 2017 $ 2,012 $ — $ 503 $ 2,012 $ 4,024 February 19, 2018 $ 2,303 $ — $ 576 $ 2,303 $ 4,606 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 2018 and 2017: 2018 2017 Measurement period (years) 2.87 2.86 Risk free interest rate 2.36 % 1.46 % Dividend yield 0.00 % 0.00 % Estimated fair value of market-based RSAs granted $ 103.31 $ 50.06 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 2018 and 2017: 2018 2017 Risk free interest rate 2.78 % 2.18 % Expected volatility, using historical return volatility and implied volatility 32.50 % 35.00 % Expected life (in years) 6.0 6.0 Dividend yield 0.00 % 0.00 % Estimated fair value of options granted $ 27.44 $ 14.44

Share Repurchase Program

Share Repurchase Program	9 Months Ended
	Sep. 30, 2018
Share Repurchase Program
Share Repurchase Program	11. SHARE REPURCHASE PROGRAM On March 1, 2016, our Board authorized the 2016 Repurchase Program, which expired on February 28, 2017. Under the 2016 Repurchase Program we repurchased a total of 788,399 shares of our common stock for an approximate cost of $26.6 million, or $33.72 per share. On February 24, 2017, our Board authorized the 2017 Repurchase Program, pursuant to which we may purchase up to $200.0 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, accelerated share repurchase transactions, or otherwise. The 2017 Repurchase Program does not obligate the Company to purchase any shares and expires February 24, 2019. 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 September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Number of shares repurchased 142,780 1,507,443 156,437 2,365,836 Share repurchase cost (in thousands) $ 9,493 $ 100,000 $ (a) $ 139,286 Average price per share $ 66.49 $ 66.34 $ (a) $ 58.87 (a) On May 5, 2017, under the 2017 Repurchase Program, we entered into the 2017 ASR Agreement. When the agreement became effective on July 5, 2017, we paid BofA $100.0 million in exchange for an initial delivery of 1.5 million shares of our common stock, representing an estimated 80 percent of the total number of shares we expected to receive under the 2017 ASR Agreement. During the nine months ended September 30, 2018, we received an additional 13,657 shares of our common stock from BofA, representing the final settlement of the 2017 ASR Agreement. We purchased a total of 1,521,100 shares of our common stock under the 2017 ASR Agreement at an average price per share of $65.74. Subsequent to the completion of the 2017 ASR Agreement, we purchased an additional 142,780 shares of our common stock at an average price per share of $66.49 under the 2017 Repurchase Program.

Business Combinations

Business Combinations	9 Months Ended
	Sep. 30, 2018
Business Combinations
Business Combinations	12. BUSINESS COMBINATIONS As part of our strategy to supplement our organic growth and expand our access to additional markets and products, we completed three acquisitions during the nine months ended September 30, 2018, and six acquisitions during the nine months ended September 30, 2017. Each acquisition was accounted for as a business combination under ASC 805, “Business Combinations.” Acquisition related costs for the three and nine months ended September 30, 2018, were $0.6 million and $13.9 million, respectively. Acquisition related costs for the three and nine months ended September 30, 2017, were $0.3 million and $0.7 million, respectively. Acquisition costs are included in selling, general, and administrative expense in 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. On April 20, 2017, we acquired substantially all of the assets of Superior, a residential insulation installation company located in Seattle, Washington. The purchase price of approximately $10.9 million was funded by cash on hand. On June 8, 2017, we acquired substantially all of the assets of Canyon, a heavy commercial insulation and firestopping company with locations in Corona, San Diego, and Livermore, California. The purchase price of approximately $34.4 million was funded by cash on hand of $31.9 million and deferred purchase price consideration of $2.5 million. On January 10, 2018, we acquired ADO, a distributor of insulation accessories, located in Plymouth, Minnesota. The purchase price of approximately $23.0 million was funded by cash on hand of $22.2 million and contingent consideration of $0.8 million. On January 18, 2018, we acquired substantially all of the assets of Santa Rosa, a residential and commercial insulation company located in Miami, Florida. The purchase price of approximately $5.6 million was funded by cash on hand. On May 1, 2018, we acquired USI, a leading distributor and installer of insulation in both residential and commercial construction markets. Our payment of $487.0 million, which included the purchase price of $475.0 million and adjustments for cash and working capital, was funded through net proceeds from the issuance on April 25, 2018, of $400.0 million of Senior Notes together with the net proceeds from the $100.0 million delayed draw term loan commitment under our Amended Credit Agreement. For additional information see Note 4 – Long-Term Debt . Revenue and net income since the respective acquisition dates included in our Condensed Consolidated Statements of Operations were as follows, in thousands: Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 2018 Acquisitions Net Sales Net Income Net Sales Net Income ADO $ 6,631 $ 67 $ 17,934 $ 90 Santa Rosa 1,550 116 4,438 456 USI 100,333 6,457 169,028 8,074 $ 108,514 $ 6,640 $ 191,400 $ 8,620 Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 2017 Acquisitions Net Sales Net Income Net Sales Net Income Midwest $ 4,503 $ 12 $ 12,711 $ 152 EcoFoam 6,706 669 15,943 894 Superior 3,323 260 6,189 597 Canyon 6,556 925 8,289 1,146 All others 2,808 330 5,749 707 $ 23,896 $ 2,196 $ 48,881 $ 3,496 Pro Forma Results The following unaudited pro forma information has been prepared as if the 2018 acquisitions described above had taken place on January 1, 2017, and 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, 2017, and January 1, 2016, as applicable. 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 September 30, Pro Forma for the Nine Months Ended September 30, 2018 2017 2018 2017 Net sales $ 647,289 $ 594,303 $ 1,878,179 $ 1,743,331 Net income $ 42,658 $ 37,799 $ 105,410 $ 72,214 The following table details the additional expense included in the unaudited pro forma net income as if the 2018 acquisitions described above had taken place on January 1, 2017, and as if the 2017 acquisitions had taken place on January 1, 2016. Our pro forma results are presented below, in thousands: Pro Forma for the Three Months Ended September 30, Pro Forma for the Nine Months Ended September 30, 2018 2017 2018 2017 Amortization of intangible assets $ — $ 4,088 $ 5,039 $ 12,263 Income tax expense (using normalized 27% ETR for 2018 and 38% ETR for 2017) $ — $ 3,926 $ 3,407 $ 11,689 Purchase Price Allocations The estimated fair values of the assets acquired and liabilities assumed for the 2018 acquisitions, as well as the fair value of consideration transferred, approximated the following as of September 30, 2018, in thousands: 2018 Acquisitions Completed During the Nine Months Ended September 30, 2018 ADO Santa Rosa USI Total Estimated fair values: Cash $ 939 $ — $ 14,817 $ 15,756 Accounts receivable 3,434 1,433 62,302 67,169 Inventories 2,337 104 14,135 16,576 Prepaid and other assets 135 7 3,929 4,071 Property and equipment 951 522 34,215 35,688 Intangible assets 14,090 1,850 165,900 181,840 Goodwill 2,631 2,764 280,188 285,583 Accounts payable (908) (1,099) (17,927) (19,934) Accrued liabilities (609) — (34,686) (35,295) Deferred tax liability — — (35,871) (35,871) Net assets acquired $ 23,000 $ 5,581 $ 487,002 $ 515,583 2018 Acquisitions Completed During the Nine Months Ended September 30, 2018 ADO Santa Rosa USI Total Fair value of consideration transferred: Cash $ 22,172 $ 5,581 $ 487,002 $ 514,755 Deferred consideration — — — — Contingent consideration 828 — — 828 Total consideration transferred $ 23,000 $ 5,581 $ 487,002 $ 515,583 The estimated fair values of the assets acquired and liabilities assumed for the 2017 acquisitions, as well as the fair value of consideration transferred, approximated the following as of September 30, 2018, in thousands: 2017 Acquisitions Completed During the Nine Months Ended September 30, 2017 Midwest EcoFoam Superior Canyon All others Total Estimated fair values: Accounts receivable $ 6,576 $ 3,819 $ 2,012 $ 8,222 $ 678 $ 21,307 Inventories 75 1,119 321 575 141 2,231 Prepaid and other assets — 27 1 29 6 63 Property and equipment 655 1,544 361 460 357 3,377 Intangible assets 2,740 6,700 5,280 15,220 3,640 33,580 Goodwill 3,538 10,796 3,662 10,072 4,037 32,105 Accounts payable (1,359) (1,378) (681) (163) (26) (3,607) Accrued liabilities — (302) (4) — — (306) Net assets acquired $ 12,225 $ 22,325 $ 10,952 $ 34,415 $ 8,833 $ 88,750 2017 Acquisitions Completed During the Nine Months Ended September 30, 2017 Midwest EcoFoam Superior Canyon All others Total Fair value of consideration transferred: Cash (a) $ 12,225 $ 20,822 $ 10,952 $ 33,532 $ 8,833 $ 86,364 Deferred consideration — — — 883 — 883 Contingent consideration — 1,503 — — — 1,503 Total consideration transferred $ 12,225 $ 22,325 $ 10,952 $ 34,415 $ 8,833 $ 88,750 (a) For Canyon, includes $1,667 of deferred consideration paid during the nine months ended September 30, 2018. Estimates of acquired intangible assets related to the acquisitions are as follows, as of September 30, 2018, dollars in thousands: Estimated Fair Value Weighted Average Estimated Useful Life (Years) 2018 Acquisitions: Customer relationships $ 169,320 12 Trademarks and trade names 11,260 9 Non-competition agreements 1,260 5 Total intangible assets for 2018 acquisitions $ 181,840 11 2017 Acquisitions: Customer relationships $ 26,170 10 Trademarks and trade names 1,780 10 Non-competition agreements 5,630 5 Total intangible assets for 2017 acquisitions $ 33,580 9 As third party or internal valuations are finalized, certain tax aspects of the foregoing transaction are completed, and customer post-closing reviews are concluded, adjustments may be made to the fair value of assets acquired, and in some cases total purchase price, through the end of each measurement period, generally one year following the applicable acquisition date. Various 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 respective dates of acquisition. 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. Of the $285.6 million of goodwill recorded from the 2018 acquisitions, $33.5 million 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 EcoFoam’s attainment of annual revenue targets over a three-year period. In the second quarter of 2018 we made the first contingent payment of $0.8 million. The total amount of undiscounted contingent consideration which TopBuild may be required to pay under the arrangement is $2.5 million. The fair value of $2.1 million contingent consideration recognized on the acquisition date 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 percent. Changes in the fair value measurement each period reflect the passage of time as well as the impact of adjustments, if any, to the likelihood of achieving the specified targets. The acquisition of ADO includes a contingent consideration arrangement that requires additional consideration to be paid by TopBuild to the sellers of ADO based on the achievement of certain EBITDA thresholds over a two-year period. The range of the undiscounted amounts TopBuild may be required to pay under the contingent consideration agreement is between zero and $1.0 million. The fair value of the contingent consideration recognized on the acquisition date of $0.8 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 percent. Changes in the fair value measurement each period reflect the passage of time as well as the impact of adjustments, if any, to the likelihood of achieving the specified targets. Contingent consideration is recorded in the Condensed Consolidated Balance Sheets in accrued liabilities and other liabilities. Adjustments to the fair value of contingent consideration are reflected in selling, general, and administrative expense in the Condensed Consolidated Statements of Operations and are included in the acquisition related costs above. The following table presents the fair value of contingent consideration, in thousands: EcoFoam ADO Date of Acquisition February 27, 2017 January 10, 2018 Fair value of contingent consideration recognized at acquisition date $ 2,110 $ 828 Contingent consideration at December 31, 2017 $ 2,259 $ — Additions — 828 Change in fair value of contingent consideration during the nine months ended September 30, 2018 120 (493) Payment of contingent consideration during the nine months ended September 30, 2018 (841) — Liability balance for contingent consideration at September 30, 2018 $ 1,538 $ 335

Closure Costs

Closure Costs	9 Months Ended
	Sep. 30, 2018
Closure Costs
Closure Costs	13. CLOSURE COSTS We generally recognize expenses related to closures and position eliminations at the time of announcement or notification. Such costs include 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 Balance Sheets as accrued liabilities. In connection with the acquisition of USI, management performed an evaluation of the resources necessary to effectively operate the acquired business. During the second quarter of 2018, management committed to a plan to close the existing USI corporate office in St. Paul, Minnesota, and consolidate certain administrative functions to our Daytona Beach, Florida, Branch Support Center. As a result, the Company expects to incur approximately $6.6 million of closure costs in connection with this activity. Closure costs pertaining to the USI acquisition are primarily included in general corporate expenses for segment reporting purposes. The following table details our total estimated closure costs by cost type, of which $2.2 million were incurred during the three months ended September 30, 2018, pertaining to the above closure and transition related to the USI acquisition, in thousands: Closure Costs Non-Cash Incurred for the Cash Payments for Adjustments for Closure Costs Nine Months the Nine Months the Nine Months Closure Costs Segment / Liability at Ended Ended Ended Liability at Cost Type December 31, 2017 September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 Corporate: Severance $ — $ 5,681 $ (2,247) $ (223) $ 3,211 Lease abandonment — 400 (66) — 334 Other costs — 9 (9) — — Total Corporate: $ — $ 6,090 $ (2,322) $ (223) $ 3,545 We expect to pay the remaining closure costs primarily within one year. Non-cash adjustments in the table above relate to true-up of estimates to actual amounts and other subsequent changes.

Accrued Liabilities

Accrued Liabilities	9 Months Ended
	Sep. 30, 2018
Accrued Liabilities
Accrued Liabilities	14. ACCRUED LIABILITIES The following table sets forth the components of accrued liabilities, in thousands: As of September 30, December 31, 2018 2017 Accrued liabilities: Salaries, wages, and commissions $ 34,448 $ 25,470 Insurance liabilities 27,574 19,770 Other 54,221 29,847 Total accrued liabilities $ 116,243 $ 75,087

Accounting Policies (Policies)

Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2018
Accounting Policies
Financial Statement Presentation	Financial Statement Presentation. Our 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 net 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	Recently Adopted Accounting Pronouncements: In May 2014 the FASB issued a new standard for revenue recognition, ASC 606. Subsequent to issuing ASC 606, the FASB 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. Effective January 1, 2018, we adopted ASC 606 using the modified retrospective approach. Adoption of this standard did not have a material impact on our financial position or results of operations for any periods presented. As such, a cumulative adjustment was not recorded to our beginning retained earnings balance. Revenue Recognition Revenue is disaggregated between our Installation and Distribution segments. A reconciliation of disaggregated revenue by segment is included in Note 6 – Segment Information. We recognize revenue for our Installation segment using the percentage of completion method of accounting with respect to each particular order within a given customer’s contract, based on the amount of material installed at that customer’s location and the associated labor costs, as compared to the total expected cost for the particular order. Revenue is recognized over time as the customer is able to receive and utilize the benefits provided by our services. Each contract contains one or more individual orders, which are based on services delivered. When a contract modification is made, typically the remaining goods or services are considered distinct and we recognize revenue for the modification as a separate performance obligation. When insulation and installation services are bundled in a contract, we combine these items into one performance obligation as the overall promise is to transfer the combined item. Revenue from our Distribution segment is recognized when title to products and risk of loss transfers to our customers. This represents the point in time when the customer is able to direct the use of and obtain substantially all the benefits from the product. The determination of when control is deemed transferred depends on the shipping terms that are agreed upon in the contract. At time of sale, we record estimated reductions to revenue for customer programs and incentive offerings, including special pricing and other volume-based incentives based on historical experience, which is continuously adjusted. The duration of our contracts with customers is relatively short, generally less than a 90-day period, therefore there is not a significant financing component when considering the determination of the transaction price which gets allocated to the individual performance obligations, generally based on standalone selling prices. Additionally, we consider shipping costs charged to a customer as a fulfillment cost rather than a promised service and expense as incurred. Sales taxes, when incurred, are recorded as a liability and excluded from revenue on a net basis. We record a contract asset when we have satisfied our performance obligation prior to billing and a contract liability generally when a customer payment is received prior to the satisfaction of our performance obligation. The difference between the beginning and ending balances of our contract assets and liabilities primarily results from the timing of our performance and the customer’s payment. The following table represents our contract assets and contract liabilities with customers, in thousands: Included in Line Item on As of Condensed Consolidated September 30, December 31, Balance Sheets 2018 2017 Contract Assets: Receivables, unbilled Receivables, net $ 58,755 $ 37,142 Contract Liabilities: Deferred revenue Accrued liabilities $ 19,782 $ 9,275 The increase in our contract asset and contract liability balances from December 31, 2017 is primarily a result of the USI acquisition. Our contract liabilities are normally recognized to net sales in the immediately subsequent reporting period due to the generally short-term nature of our contracts with customers. In August 2016 the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments”. This standard addresses the diversity in practice of how certain cash receipts and payments are classified in the statement of cash flows, including contingent consideration payments made after a business combination which is relevant for us. This update was effective for us beginning January 1, 2018, and we adopted the standard using a retrospective approach. There was no impact to any prior periods. 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 was effective for us beginning January 1, 2018, and we adopted the standard using a prospective approach. The adoption of this standard did not have a material impact on our financial position or results of operations. Recently Issued Accounting Pronouncements Not Yet Adopted: In February 2016 the FASB issued ASU 2016-02, “Leases.” This standard requires a lessee to recognize most leases on its balance sheet. Companies are required to use a modified retrospective transition method for all existing leases. This standard is effective for annual periods beginning after December 15, 2018, and interim periods therein with early adoption permitted. We plan to adopt this guidance on January 1, 2019. We have identified substantially all of our contracts that fall within the scope of this guidance and are finalizing our evaluation of the impact of adoption 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 of adoption of this standard on our financial position and 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 goodwill 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 of adoption of this standard on our financial position and results of operations. In August 2018 the FASB issued ASU 2018-13, “Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” The new standard modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, including adjustments to Level 3 fair value measurement disclosures as well as the removal of disclosures around Level 1 and Level 2 transfers. 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 of adoption of this standard on our financial position and results of operations.
Revenue Recognition	Revenue Recognition Revenue is disaggregated between our Installation and Distribution segments. A reconciliation of disaggregated revenue by segment is included in Note 6 – Segment Information. We recognize revenue for our Installation segment using the percentage of completion method of accounting with respect to each particular order within a given customer’s contract, based on the amount of material installed at that customer’s location and the associated labor costs, as compared to the total expected cost for the particular order. Revenue is recognized over time as the customer is able to receive and utilize the benefits provided by our services. Each contract contains one or more individual orders, which are based on services delivered. When a contract modification is made, typically the remaining goods or services are considered distinct and we recognize revenue for the modification as a separate performance obligation. When insulation and installation services are bundled in a contract, we combine these items into one performance obligation as the overall promise is to transfer the combined item. Revenue from our Distribution segment is recognized when title to products and risk of loss transfers to our customers. This represents the point in time when the customer is able to direct the use of and obtain substantially all the benefits from the product. The determination of when control is deemed transferred depends on the shipping terms that are agreed upon in the contract. At time of sale, we record estimated reductions to revenue for customer programs and incentive offerings, including special pricing and other volume-based incentives based on historical experience, which is continuously adjusted. The duration of our contracts with customers is relatively short, generally less than a 90-day period, therefore there is not a significant financing component when considering the determination of the transaction price which gets allocated to the individual performance obligations, generally based on standalone selling prices. Additionally, we consider shipping costs charged to a customer as a fulfillment cost rather than a promised service and expense as incurred. Sales taxes, when incurred, are recorded as a liability and excluded from revenue on a net basis. We record a contract asset when we have satisfied our performance obligation prior to billing and a contract liability generally when a customer payment is received prior to the satisfaction of our performance obligation. The difference between the beginning and ending balances of our contract assets and liabilities primarily results from the timing of our performance and the customer’s payment. The following table represents our contract assets and contract liabilities with customers, in thousands: Included in Line Item on As of Condensed Consolidated September 30, December 31, Balance Sheets 2018 2017 Contract Assets: Receivables, unbilled Receivables, net $ 58,755 $ 37,142 Contract Liabilities: Deferred revenue Accrued liabilities $ 19,782 $ 9,275 The increase in our contract asset and contract liability balances from December 31, 2017 is primarily a result of the USI acquisition. Our contract liabilities are normally recognized to net sales in the immediately subsequent reporting period due to the generally short-term nature of our contracts with customers. In August 2016 the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments”. This standard addresses the diversity in practice of how certain cash receipts and payments are classified in the statement of cash flows, including contingent consideration payments made after a business combination which is relevant for us. This update was effective for us beginning January 1, 2018, and we adopted the standard using a retrospective approach. There was no impact to any prior periods. 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 was effective for us beginning January 1, 2018, and we adopted the standard using a prospective approach. The adoption of this standard did not have a material impact on our financial position or results of operations.

Accounting Policies (Tables)

Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2018
Accounting Policies
Summary of award types and accounting policies	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.
Schedule of opening and closing balances of contract assets and contract liabilities with customers	The following table represents our contract assets and contract liabilities with customers, in thousands: Included in Line Item on As of Condensed Consolidated September 30, December 31, Balance Sheets 2018 2017 Contract Assets: Receivables, unbilled Receivables, net $ 58,755 $ 37,142 Contract Liabilities: Deferred revenue Accrued liabilities $ 19,782 $ 9,275

Goodwill and Other Intangibles

Goodwill and Other Intangibles (Tables)	9 Months Ended
	Sep. 30, 2018
Goodwill and Other Intangibles
Changes in the carrying amount of goodwill by segment	Changes in the carrying amount of goodwill for the nine months ended September 30, 2018, by segment, were as follows, in thousands: Gross Goodwill Gross Goodwill Accumulated Net Goodwill at at Impairment at December 31, 2017 Additions September 30, 2018 Losses September 30, 2018 Goodwill, by segment: Installation $ 1,422,920 $ 255,465 $ 1,678,385 $ (762,021) $ 916,364 Distribution 416,287 30,096 446,383 — 446,383 Total goodwill $ 1,839,207 $ 285,561 $ 2,124,768 $ (762,021) $ 1,362,747
Schedule of other intangible assets	The following table sets forth our other intangible assets, in thousands: As of September 30, December 31, 2018 2017 Gross definite-lived intangible assets $ 219,382 $ 54,872 Accumulated amortization (14,279) (21,629) Net definite-lived intangible assets $ 205,103 $ 33,243 The following table sets forth a breakout of our intangible assets as of September 30, 2018, in thousands: Gross Definite ‑ lived Intangible Assets Accumulated Amortization Net Definite ‑ lived Intangible Assets Trademarks and trade names $ 13,435 $ (979) $ 12,456 Customer relationships 198,428 (11,401) 187,027 Non-competition agreements 7,519 (1,899) 5,620 Total $ 219,382 $ (14,279) $ 205,103
Schedule of amortization expense	The following table sets forth our amortization expense, in thousands: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Amortization expense $ 5,242 $ 1,516 $ 10,536 $ 1,955

Long-Term Debt (Tables)

Long-Term Debt (Tables)	9 Months Ended
	Sep. 30, 2018
Long-Term Debt
Summary of key terms of Amended Credit Agreement	The following table outlines the key terms of our Amended Credit Agreement, dollars in thousands: Senior secured term loan facility (original borrowing) (a) $ 250,000 Additional delayed draw term loan (b) $ 100,000 Additional term loan and/or revolver capacity available under incremental facility (c) $ 200,000 Revolving Facility $ 250,000 Sublimit for issuance of letters of credit under Revolving Facility (d) $ 100,000 Sublimit for swingline loans under Revolving Facility (d) $ 20,000 Interest rate as of September 30, 2018 3.33 % Scheduled maturity date 5/05/2022 (a) The Amended Credit Agreement provides for a term loan limit of $350.0 million; $250.0 million was drawn on May 5, 2017. (b) On May 1, 2018, the net proceeds from the $100.0 million delayed draw term loan were used to partially fund the USI acquisition. (c) Additional borrowing capacity is available under the incremental facility, subject to certain terms and conditions (including existing or new lenders providing commitments in respect of such additional borrowing capacity). (d) Use of the sublimits for the issuance of letters of credit and swingline loans reduces the availability under the Revolving Facility.
Summary of equipment notes issued	The following table summarizes equipment notes entered into during the respective periods, in thousands: Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Equipment notes $ 5,038 $ 20,104
Schedule of remaining principal payments of debt	The following table sets forth our remaining principal payments for our outstanding Senior Notes, term loan and equipment notes as of September 30, 2018, in thousands: Payments Due by Period 2018 2019 2020 2021 2022 Thereafter Total Senior Notes $ — $ — $ — $ — $ — $ 400,000 $ 400,000 Term loan 4,375 21,875 26,250 30,625 248,750 — 331,875 Equipment notes 928 3,788 3,945 4,110 4,281 1,830 18,882 Total $ 5,303 $ 25,663 $ 30,195 $ 34,735 $ 253,031 $ 401,830 $ 750,757
Reconciliation of principal balance of outstanding debt	The following table reconciles the principal balance of our outstanding debt to our Condensed Consolidated Balance Sheets, in thousands: As of September 30, December 31, Principal debt balances: 2018 2017 Current portion of long-term debt - term loan $ 19,688 $ 12,500 Current portion of long-term debt - equipment notes 3,754 — Long-term portion of long-term debt - Senior Notes 400,000 — Long-term portion of long-term debt - term loan 312,187 231,250 Long-term portion of long-term debt - equipment notes 15,128 — Unamortized debt issuance costs (8,870) (1,863) Total net debt $ 741,887 $ 241,887
Schedule of availability under the Revolving Facility	The following table summarizes our availability under the Revolving Facility, in thousands: As of September 30, December 31, 2018 2017 Revolving Facility $ 250,000 $ 250,000 Less: standby letters of credit (59,288) (47,055) Capacity under Revolving Facility $ 190,712 $ 202,945
Schedule of maximum Net Leverage Ratios and minimum FCCR	The following table sets forth the maximum Net Leverage Ratios and minimum FCCR: Quarter Ending Maximum Minimum June 30, 2018 through September 30, 2018 3.75:1.00 1.25:1.00 December 31, 2018 through June 30, 2019 3.50:1.00 1.25:1.00 September 30, 2019 and each fiscal quarter end thereafter 3.25:1.00 1.25:1.00

Segment Information (Tables)

Segment Information (Tables)	9 Months Ended
	Sep. 30, 2018
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 September 30, 2018 2017 2018 2017 Net Sales Operating Profit (b) Our operations by segment were (a): Installation $ 464,540 $ 333,238 $ 61,004 $ 40,862 Distribution 212,948 181,146 19,229 18,300 Intercompany eliminations (30,199) (25,340) (5,658) (4,413) Total $ 647,289 $ 489,044 74,575 54,749 General corporate expense, net (d) (8,358) (5,187) Operating profit, as reported 66,217 49,562 Other expense, net (9,203) (2,452) Income before income taxes $ 57,014 $ 47,110 Nine Months Ended September 30, 2018 2017 2018 2017 Net Sales Operating Profit (b) Our operations by segment were (a): Installation (exclusive of significant legal settlement, shown separately below) $ 1,223,357 $ 945,109 $ 139,969 $ 96,985 Significant legal settlement (Installation segment) (c) — — — (30,000) Distribution 606,335 526,452 57,141 50,806 Intercompany eliminations (84,990) (66,696) (15,382) (11,393) Total $ 1,744,702 $ 1,404,865 181,728 106,398 General corporate expense, net (d) (37,937) (19,503) Operating profit, as reported 143,791 86,895 Other expense, net (18,734) (6,614) Income before income taxes $ 125,057 $ 80,281 (a) All of our operations are located in the U.S. (b) Segment operating profit for the three and nine months ended September 30, 2018 and 2017, 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 $30.0 million incurred during the nine months ended September 30, 2017, related to the settlement agreement with Owens Corning. For more information see Note 7 – Other Commitments and Contingencies . (d) General corporate expense, net includes 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)	9 Months Ended
	Sep. 30, 2018
Income Per Share
Schedule of basic and diluted income per share	Basic and diluted net income per share were computed as follows, in thousands, except share and per share amounts: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net income - basic and diluted $ 42,658 $ 31,393 $ 96,198 $ 53,142 Weighted average number of common shares outstanding - basic 35,091,388 35,022,113 35,084,694 36,203,497 Dilutive effect of common stock equivalents: RSAs with service-based conditions 135,347 216,724 161,474 215,069 RSAs with market-based conditions 252,278 202,292 245,127 174,559 RSAs with performance-based conditions 23,875 — 7,958 — Stock options 286,495 296,500 316,104 249,019 Weighted average number of common shares outstanding - diluted 35,789,383 35,737,629 35,815,357 36,842,144 Basic net income per common share $ 1.22 $ 0.90 $ 2.74 $ 1.47 Diluted net income per common share $ 1.19 $ 0.88 $ 2.69 $ 1.44
Summary of shares excluded from the calculation of diluted income per share because their effect would have been anti-dilutive	Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Anti-dilutive common stock equivalents: RSAs with service-based conditions 9,775 — 3,466 610 RSAs with market-based conditions — — — — RSAs with performance-based conditions — — — — Stock options 76,030 5,010 62,528 59,298 Total anti-dilutive common stock equivalents 85,805 5,010 65,994 59,908

Share-Based Compensation (Table

Share-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2018
Share-Based Compensation
Schedule of share-based compensation expense and related income tax benefit	The following table presents the amounts recognized in our Condensed Consolidated Statements of Operations, in thousands: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Share-based compensation expense $ 2,848 $ 2,372 $ 8,244 $ 7,473 Income tax benefit realized from award vestings $ 545 $ 1,619 $ 3,140 $ 2,634
Schedule of share-based compensation activity	The following table presents a summary of our share-based compensation activity for the nine months ended September 30, 2018, in thousands, except per share amounts: RSAs 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, 2017 591.2 $ 30.92 683.5 $ 11.13 $ 28.97 $ 31,969.7 Granted 91.7 $ 85.43 77.3 $ 27.44 $ 74.50 Converted/Exercised (142.4) $ 26.77 (134.5) $ 10.91 $ 28.37 $ 6,246.7 Forfeited (40.2) $ 39.76 (14.9) $ 16.98 $ 45.46 Balance September 30, 2018 500.3 $ 41.30 611.4 $ 13.10 $ 34.45 $ 14,990.9 Exercisable September 30, 2018 (a) 203.8 $ 10.65 $ 27.55 $ 5,965.9 (a) The weighted average remaining contractual term for vested options is 7.0 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 September 30, 2018 Unrecognized Compensation Expense Weighted Average Unrecognized compensation expense related to unvested awards: RSAs $ 10,777 1.1 years Options 3,719 1.1 years Total unrecognized compensation expense related to unvested awards $ 14,496
Schedule of assumptions used to estimate the fair values of options granted	2018 2017 Risk free interest rate 2.78 % 2.18 % Expected volatility, using historical return volatility and implied volatility 32.50 % 35.00 % Expected life (in years) 6.0 6.0 Dividend yield 0.00 % 0.00 % Estimated fair value of options granted $ 27.44 $ 14.44
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 $ 1,944 $ — $ 486 $ 1,944 $ 3,888 February 21, 2017 $ 2,012 $ — $ 503 $ 2,012 $ 4,024 February 19, 2018 $ 2,303 $ — $ 576 $ 2,303 $ 4,606
Market-based conditions | Restricted Stock Awards
Share-Based Compensation
Schedule of key inputs used to estimate the fair value of awards	2018 2017 Measurement period (years) 2.87 2.86 Risk free interest rate 2.36 % 1.46 % Dividend yield 0.00 % 0.00 % Estimated fair value of market-based RSAs granted $ 103.31 $ 50.06

Share Repurchase Program (Table

Share Repurchase Program (Tables)	9 Months Ended
	Sep. 30, 2018
Share Repurchase Program
Schedule of share repurchase program	The following table sets forth our share repurchases under the 2016 and 2017 Share Repurchase Programs: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Number of shares repurchased 142,780 1,507,443 156,437 2,365,836 Share repurchase cost (in thousands) $ 9,493 $ 100,000 $ (a) $ 139,286 Average price per share $ 66.49 $ 66.34 $ (a) $ 58.87 (a) On May 5, 2017, under the 2017 Repurchase Program, we entered into the 2017 ASR Agreement. When the agreement became effective on July 5, 2017, we paid BofA $100.0 million in exchange for an initial delivery of 1.5 million shares of our common stock, representing an estimated 80 percent of the total number of shares we expected to receive under the 2017 ASR Agreement. During the nine months ended September 30, 2018, we received an additional 13,657 shares of our common stock from BofA, representing the final settlement of the 2017 ASR Agreement. We purchased a total of 1,521,100 shares of our common stock under the 2017 ASR Agreement at an average price per share of $65.74. Subsequent to the completion of the 2017 ASR Agreement, we purchased an additional 142,780 shares of our common stock at an average price per share of $66.49 under the 2017 Repurchase Program.

Business Combinations (Tables)

Business Combinations (Tables)	9 Months Ended
	Sep. 30, 2018
Business Combinations
Schedule of revenue and net income since acquisition date included in the Condensed Consolidated Statements of Operations	Revenue and net income since the respective acquisition dates included in our Condensed Consolidated Statements of Operations were as follows, in thousands: Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 2018 Acquisitions Net Sales Net Income Net Sales Net Income ADO $ 6,631 $ 67 $ 17,934 $ 90 Santa Rosa 1,550 116 4,438 456 USI 100,333 6,457 169,028 8,074 $ 108,514 $ 6,640 $ 191,400 $ 8,620 Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 2017 Acquisitions Net Sales Net Income Net Sales Net Income Midwest $ 4,503 $ 12 $ 12,711 $ 152 EcoFoam 6,706 669 15,943 894 Superior 3,323 260 6,189 597 Canyon 6,556 925 8,289 1,146 All others 2,808 330 5,749 707 $ 23,896 $ 2,196 $ 48,881 $ 3,496
Schedule of pro forma results	Our pro forma results are presented below, in thousands: Pro Forma for the Three Months Ended September 30, Pro Forma for the Nine Months Ended September 30, 2018 2017 2018 2017 Net sales $ 647,289 $ 594,303 $ 1,878,179 $ 1,743,331 Net income $ 42,658 $ 37,799 $ 105,410 $ 72,214
Schedule of additional expense included in the pro forma operating profit and net income	Our pro forma results are presented below, in thousands: Pro Forma for the Three Months Ended September 30, Pro Forma for the Nine Months Ended September 30, 2018 2017 2018 2017 Amortization of intangible assets $ — $ 4,088 $ 5,039 $ 12,263 Income tax expense (using normalized 27% ETR for 2018 and 38% ETR for 2017) $ — $ 3,926 $ 3,407 $ 11,689
Schedule of estimated fair values of the assets acquired and liabilities assumed, as well as the fair value of consideration transferred	The estimated fair values of the assets acquired and liabilities assumed for the 2018 acquisitions, as well as the fair value of consideration transferred, approximated the following as of September 30, 2018, in thousands: 2018 Acquisitions Completed During the Nine Months Ended September 30, 2018 ADO Santa Rosa USI Total Estimated fair values: Cash $ 939 $ — $ 14,817 $ 15,756 Accounts receivable 3,434 1,433 62,302 67,169 Inventories 2,337 104 14,135 16,576 Prepaid and other assets 135 7 3,929 4,071 Property and equipment 951 522 34,215 35,688 Intangible assets 14,090 1,850 165,900 181,840 Goodwill 2,631 2,764 280,188 285,583 Accounts payable (908) (1,099) (17,927) (19,934) Accrued liabilities (609) — (34,686) (35,295) Deferred tax liability — — (35,871) (35,871) Net assets acquired $ 23,000 $ 5,581 $ 487,002 $ 515,583 2018 Acquisitions Completed During the Nine Months Ended September 30, 2018 ADO Santa Rosa USI Total Fair value of consideration transferred: Cash $ 22,172 $ 5,581 $ 487,002 $ 514,755 Deferred consideration — — — — Contingent consideration 828 — — 828 Total consideration transferred $ 23,000 $ 5,581 $ 487,002 $ 515,583 The estimated fair values of the assets acquired and liabilities assumed for the 2017 acquisitions, as well as the fair value of consideration transferred, approximated the following as of September 30, 2018, in thousands: 2017 Acquisitions Completed During the Nine Months Ended September 30, 2017 Midwest EcoFoam Superior Canyon All others Total Estimated fair values: Accounts receivable $ 6,576 $ 3,819 $ 2,012 $ 8,222 $ 678 $ 21,307 Inventories 75 1,119 321 575 141 2,231 Prepaid and other assets — 27 1 29 6 63 Property and equipment 655 1,544 361 460 357 3,377 Intangible assets 2,740 6,700 5,280 15,220 3,640 33,580 Goodwill 3,538 10,796 3,662 10,072 4,037 32,105 Accounts payable (1,359) (1,378) (681) (163) (26) (3,607) Accrued liabilities — (302) (4) — — (306) Net assets acquired $ 12,225 $ 22,325 $ 10,952 $ 34,415 $ 8,833 $ 88,750 2017 Acquisitions Completed During the Nine Months Ended September 30, 2017 Midwest EcoFoam Superior Canyon All others Total Fair value of consideration transferred: Cash (a) $ 12,225 $ 20,822 $ 10,952 $ 33,532 $ 8,833 $ 86,364 Deferred consideration — — — 883 — 883 Contingent consideration — 1,503 — — — 1,503 Total consideration transferred $ 12,225 $ 22,325 $ 10,952 $ 34,415 $ 8,833 $ 88,750 (a) For Canyon, includes $1,667 of deferred consideration paid during the nine months ended September 30, 2018.
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 September 30, 2018, dollars in thousands: Estimated Fair Value Weighted Average Estimated Useful Life (Years) 2018 Acquisitions: Customer relationships $ 169,320 12 Trademarks and trade names 11,260 9 Non-competition agreements 1,260 5 Total intangible assets for 2018 acquisitions $ 181,840 11 2017 Acquisitions: Customer relationships $ 26,170 10 Trademarks and trade names 1,780 10 Non-competition agreements 5,630 5 Total intangible assets for 2017 acquisitions $ 33,580 9
Schedule of fair value of contingent consideration	The following table presents the fair value of contingent consideration, in thousands: EcoFoam ADO Date of Acquisition February 27, 2017 January 10, 2018 Fair value of contingent consideration recognized at acquisition date $ 2,110 $ 828 Contingent consideration at December 31, 2017 $ 2,259 $ — Additions — 828 Change in fair value of contingent consideration during the nine months ended September 30, 2018 120 (493) Payment of contingent consideration during the nine months ended September 30, 2018 (841) — Liability balance for contingent consideration at September 30, 2018 $ 1,538 $ 335

Closure Costs (Tables)

Closure Costs (Tables)	9 Months Ended
	Sep. 30, 2018
USI
Schedule of estimated closure costs by costs type and segment	The following table details our total estimated closure costs by cost type, of which $2.2 million were incurred during the three months ended September 30, 2018, pertaining to the above closure and transition related to the USI acquisition, in thousands: Closure Costs Non-Cash Incurred for the Cash Payments for Adjustments for Closure Costs Nine Months the Nine Months the Nine Months Closure Costs Segment / Liability at Ended Ended Ended Liability at Cost Type December 31, 2017 September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 Corporate: Severance $ — $ 5,681 $ (2,247) $ (223) $ 3,211 Lease abandonment — 400 (66) — 334 Other costs — 9 (9) — — Total Corporate: $ — $ 6,090 $ (2,322) $ (223) $ 3,545

Accrued Liabilities (Tables)

Accrued Liabilities (Tables)	9 Months Ended
	Sep. 30, 2018
Accrued Liabilities
Schedule of components of accrued liabilities	The following table sets forth the components of accrued liabilities, in thousands: As of September 30, December 31, 2018 2017 Accrued liabilities: Salaries, wages, and commissions $ 34,448 $ 25,470 Insurance liabilities 27,574 19,770 Other 54,221 29,847 Total accrued liabilities $ 116,243 $ 75,087

Basis of Presentation (Details)

Basis of Presentation (Details)	9 Months Ended
	Sep. 30, 2018segment
Basis of Presentation
Number of reportable segments	2

Accounting Policies - Share-Bas

Accounting Policies - Share-Based Compensation (Details)	9 Months Ended
	Sep. 30, 2018
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

Accounting Policies - ASC 606,

Accounting Policies - ASC 606, Revenue Recognition (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Revenue Recognition
Customer contract period	90 days
Receivables, net
Contract Assets
Receivables, unbilled	$ 58,755	$ 37,142
Accrued liabilities
Contract Liabilities
Deferred revenue	$ 19,782	$ 9,275

Goodwill and Other Intangible_2

Goodwill and Other Intangibles - Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2018USD ($)item	Dec. 31, 2017USD ($)
Changes in the carrying amount of goodwill
Number of reporting units | item	2
Gross Goodwill, at beginning of period	$ 1,839,207
Additions	285,561
Gross Goodwill, at end of period	2,124,768
Accumulated Impairment Losses	(762,021)
Net Goodwill	1,362,747	$ 1,077,186
Installation
Changes in the carrying amount of goodwill
Gross Goodwill, at beginning of period	1,422,920
Additions	255,465
Gross Goodwill, at end of period	1,678,385
Accumulated Impairment Losses	(762,021)
Net Goodwill	916,364
Distribution
Changes in the carrying amount of goodwill
Gross Goodwill, at beginning of period	416,287
Additions	30,096
Gross Goodwill, at end of period	446,383
Net Goodwill	$ 446,383

Goodwill and Other Intangible_3

Goodwill and Other Intangibles - Other intangible assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Other intangible assets
Gross Definite-lived intangible assets	$ 219,382		$ 219,382		$ 54,872
Accumulated Amortization	(14,279)		(14,279)		(21,629)
Net definite-lived intangible assets	205,103		205,103		$ 33,243
Amortization expense	5,242	$ 1,516	10,536	$ 1,955
Trademarks
Other intangible assets
Gross Definite-lived intangible assets	13,435		13,435
Accumulated Amortization	(979)		(979)
Net definite-lived intangible assets	12,456		12,456
Customer Lists
Other intangible assets
Gross Definite-lived intangible assets	198,428		198,428
Accumulated Amortization	(11,401)		(11,401)
Net definite-lived intangible assets	187,027		187,027
Non-Compete
Other intangible assets
Gross Definite-lived intangible assets	7,519		7,519
Accumulated Amortization	(1,899)		(1,899)
Net definite-lived intangible assets	$ 5,620		$ 5,620

Long-Term Debt - Key Terms of C

Long-Term Debt - Key Terms of Credit Agreement (Details) - USD ($) $ in Thousands	May 01, 2018	Apr. 25, 2018	Sep. 30, 2018	Sep. 30, 2018	Mar. 28, 2018	Dec. 31, 2017	May 05, 2017
Long-Term Debt
Proceeds from issuance of senior notes				$ 400,000
Amount outstanding			$ 750,757	750,757
Equipment notes issued				20,104
Term Loan Facility
Long-Term Debt
Amount outstanding			331,875	331,875
Senior Notes 5.625%
Long-Term Debt
Amount outstanding			400,000	400,000
Equipment Notes
Long-Term Debt
Amount outstanding			18,882	18,882
Equipment notes issued			5,038	20,104
Revolving Facility
Long-Term Debt
Availability			250,000	$ 250,000		$ 250,000
Amended Credit Agreement
Long-Term Debt
Maximum amount of senior notes that may be issued under the credit agreement					$ 500,000
Amended Credit Agreement | Minimum
Long-Term Debt
Commitment fee (as a percent)				0.15%
Amended Credit Agreement | Maximum
Long-Term Debt
Commitment fee (as a percent)				0.275%
Amended Credit Agreement | Term Loan Facility
Long-Term Debt
Proceeds from delayed-draw term loan	$ 100,000
Availability			250,000	$ 250,000
Additional delayed draw term loan			100,000	100,000
Additional term loan and/or revolver capacity available under incremental facility			200,000	200,000
Maximum borrowing capacity including delayed draw feature			350,000	350,000
Amount outstanding							$ 250,000
Amended Credit Agreement | Senior Notes 5.625%
Long-Term Debt
Proceeds from issuance of senior notes		$ 400,000
Interest rate		5.625%
Amended Credit Agreement | Senior Notes 5.625% | Change in Control Scenario
Long-Term Debt
Redemption price as a percentage of principal		101.00%
Amended Credit Agreement | Revolving Facility
Long-Term Debt
Availability			250,000	250,000
Sublimit for issuance of letters of credit under Revolving Facility*			100,000	100,000
Sublimit for swingline loans under Revolving Facility*			$ 20,000	$ 20,000
Interest rate			3.33%	3.33%
Amended Credit Agreement | Base Rate Borrowings | Minimum
Long-Term Debt
Applicable margin based on total leverage ratio				0.00%
Amended Credit Agreement | Base Rate Borrowings | Maximum
Long-Term Debt
Applicable margin based on total leverage ratio				1.50%
Amended Credit Agreement | LIBOR Rate Borrowings | Minimum
Long-Term Debt
Applicable margin based on total leverage ratio				1.00%
Amended Credit Agreement | LIBOR Rate Borrowings | Maximum
Long-Term Debt
Applicable margin based on total leverage ratio				2.50%
Federal Funds Rate | Amended Credit Agreement | Base Rate Borrowings
Long-Term Debt
Basis spread				0.50%
LIBOR | Amended Credit Agreement | Base Rate Borrowings
Long-Term Debt
Basis spread				1.00%
Maturity of the reference rate				1 month

Long-Term Debt - Schedule of de

Long-Term Debt - Schedule of debt maturity (Details) $ in Thousands	Sep. 30, 2018USD ($)
Schedule of Debt Maturity by Years:
2,018	$ 5,303
2,019	25,663
2,020	30,195
2,021	34,735
2,022	253,031
Thereafter	401,830
Total principal maturities	750,757
Senior Notes 5.625%
Schedule of Debt Maturity by Years:
Thereafter	400,000
Total principal maturities	400,000
Term Loan Facility
Schedule of Debt Maturity by Years:
2,018	4,375
2,019	21,875
2,020	26,250
2,021	30,625
2,022	248,750
Total principal maturities	331,875
Equipment Notes
Schedule of Debt Maturity by Years:
2,018	928
2,019	3,788
2,020	3,945
2,021	4,110
2,022	4,281
Thereafter	1,830
Total principal maturities	$ 18,882

Long-Term Debt - Reconciliation

Long-Term Debt - Reconciliation (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Long-Term Debt
Unamortized debt issuance costs	$ (8,870)	$ (1,863)
Total debt	741,887	241,887
Senior Notes 5.625%
Long-Term Debt
Long-term portion of long-term debt	400,000
Term Loan Facility
Long-Term Debt
Current portion of long-term debt	19,688	12,500
Long-term portion of long-term debt	312,187	$ 231,250
Equipment Notes
Long-Term Debt
Current portion of long-term debt	3,754
Long-term portion of long-term debt	$ 15,128

Long-Term Debt - Other (Details

Long-Term Debt - Other (Details) $ in Thousands	Apr. 25, 2018	Sep. 30, 2018USD ($)	Dec. 31, 2017USD ($)
Senior Notes 5.625% | Event of Default Scenario | Amended Credit Agreement
Debt covenants
Minimum percentage of principal of debt holders to declare debt immediately due and payable	25.00%
Revolving Facility
Long-Term Debt
Revolving Facility		$ 250,000	$ 250,000
Less: standby letters of credit		(59,288)	(47,055)
Capacity under Revolving Facility		190,712	$ 202,945
Revolving Facility | Amended Credit Agreement
Long-Term Debt
Revolving Facility		$ 250,000
Debt Covenants Term Period One | Amended Credit Agreement
Debt covenants
Maximum Net Leverage Ratio		3.75
Minimum FCCR		1.25
Debt Covenants Term Period Two | Amended Credit Agreement
Debt covenants
Maximum Net Leverage Ratio		3.50
Minimum FCCR		1.25
Debt Covenants Term Period Three | Amended Credit Agreement
Debt covenants
Maximum Net Leverage Ratio		3.25
Minimum FCCR		1.25

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Fair Value on Non-Recurring Basis
Gross carrying value	$ 750,757		$ 750,757
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	0	$ 0
Senior Notes 5.625%
Fair Value on Non-Recurring Basis
Gross carrying value	400,000		400,000
Fair Value on Non-Recurring Basis | Level 1 fair value measurement | Senior Notes 5.625%
Fair Value on Non-Recurring Basis
Fair value	$ 390,000		$ 390,000

Segment Information (Details)

Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Segment information
Net sales	$ 647,289	$ 489,044	$ 1,744,702	$ 1,404,865
Operating profit	66,217	49,562	143,791	86,895
Significant legal settlement				(30,000)
Other expense, net	(9,203)	(2,452)	(18,734)	(6,614)
Income before income taxes	57,014	47,110	125,057	80,281
Installation
Segment information
Significant legal settlement				(30,000)
Operating Segment
Segment information
Net sales	647,289	489,044	1,744,702	1,404,865
Operating profit	74,575	54,749	181,728	106,398
Operating Segment | Installation
Segment information
Net sales	464,540	333,238	1,223,357	945,109
Operating profit	61,004	40,862	139,969	96,985
Operating Segment | Distribution
Segment information
Net sales	212,948	181,146	606,335	526,452
Operating profit	19,229	18,300	57,141	50,806
Intercompany Eliminations
Segment information
Net sales	(30,199)	(25,340)	(84,990)	(66,696)
Operating profit	(5,658)	(4,413)	(15,382)	(11,393)
Corporate
Segment information
General corporate expense, net	$ (8,358)	$ (5,187)	$ (37,937)	$ (19,503)

Other Commitments and Conting_2

Other Commitments and Contingencies (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2017	Sep. 30, 2017	Dec. 31, 2017
Litigation
Legal settlement expense		$ 30,000
Owens
Litigation
Legal settlement expense	$ 30,000
Settlement paid			$ 30,000

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Income Taxes
Effective tax rate (as a percent)	25.20%	33.40%	23.10%	33.80%
Tax benefit related to share-based compensation	$ 545	$ 1,619	$ 3,140	$ 2,634
Net deferred tax liability	149,900		149,900
Net long-term deferred tax assets	17,634		17,634		$ 18,129
Net long-term deferred tax liabilities	$ 167,508		$ 167,508		$ 132,840

Income (Loss) Per Share - Calcu

Income (Loss) Per Share - Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Net income - basic and diluted	$ 42,658	$ 31,393	$ 96,198	$ 53,142
Weighted average number of common shares outstanding - basic	35,091,388	35,022,113	35,084,694	36,203,497
Dilutive effect of common stock equivalents:
Stock options	286,495	296,500	316,104	249,019
Weighted average number of common shares outstanding - diluted	35,789,383	35,737,629	35,815,357	36,842,144
Basic net income per common share	$ 1.22	$ 0.90	$ 2.74	$ 1.47
Diluted net income per common share	$ 1.19	$ 0.88	$ 2.69	$ 1.44
Service-based conditions
Dilutive effect of common stock equivalents:
Restricted stock awards	135,347	216,724	161,474	215,069
Market-based conditions
Dilutive effect of common stock equivalents:
Restricted stock awards	252,278	202,292	245,127	174,559
Performance-based conditions
Dilutive effect of common stock equivalents:
Restricted stock awards	23,875		7,958

Income (Loss) Per Share - Anti-

Income (Loss) Per Share - Anti-dilutive common stock equivalents (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Anti-dilutive common stock equivalents
Total anti-dilutive common stock equivalents	85,805	5,010	65,994	59,908
Restricted Stock Awards | Service-based conditions
Anti-dilutive common stock equivalents
Total anti-dilutive common stock equivalents	9,775		3,466	610
Stock Options
Anti-dilutive common stock equivalents
Total anti-dilutive common stock equivalents	76,030	5,010	62,528	59,298

Share-Based Compensation - Expe

Share-Based Compensation - Expense (Details) - USD ($) $ in Thousands, shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Share-Based Compensation
Share-based compensation expense	$ 2,848	$ 2,372	$ 8,244	$ 7,473
Income tax benefit realized from award vestings	$ 545	$ 1,619	$ 3,140	$ 2,634
2015 Plan
Share-Based Compensation
Number of shares authorized	4		4
Number of shares available	2.6		2.6

Share-Based Compensation - Acti

Share-Based Compensation - Activity (Details) - USD ($)	Feb. 19, 2018	Feb. 21, 2017	Feb. 22, 2016	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Unrecognized share-based compensation expense
Restricted stock awards, Unrecognized compensation expense				$ 10,777,000
Restricted stock awards, Weighted average remaining vesting period				1 year 1 month 6 days
Stock options, Unrecognized compensation expense				$ 3,719,000
Stock options, Weighted average remaining vesting period				1 year 1 month 6 days
Total unrecognized compensation expense related to unvested awards				$ 14,496,000
Restricted Stock Awards
Restricted Stock Awards, Number of Shares
Balance at beginning of period (in shares)				591,200
Granted (in shares)				91,700
Converted/Exercised (in shares)				(142,400)
Forfeited (in shares)				(40,200)
Balance at end of period (in shares)				500,300
Restricted Stock Awards, Weighted Average Grant Date Fair Value Per Share
Balance at beginning of period (in dollars per share)				$ 30.92
Granted (in dollars per share)				85.43
Converted/Exercised (in dollars per share)				26.77
Forfeited (in dollars per share)				39.76
Balance at end of period (in dollars per share)				$ 41.30
Assumptions used to estimate the fair values of the awards granted:
Measurement period (years)				2 years 10 months 13 days	2 years 10 months 10 days
Risk free interest rate (as a percent)				2.36%	1.46%
Dividend yield (as a percent)				0.00%	0.00%
Estimated fair value of awards granted (in dollars per share)				$ 103.31	$ 50.06
Stock Options
Stock Options, Number of Shares
Balance at beginning of period (in shares)				683,500
Granted (in shares)				77,300
Converted/Exercised (in shares)				(134,500)
Forfeited (in shares)				(14,900)
Balance at end of period (in shares)				611,400
Stock Options, Weighted Average Grant Date Fair Value Per Share
Balance at beginning of period (in dollars per share)				$ 11.13
Granted (in dollars per share)				27.44
Converted/Exercised (in dollars per share)				10.91
Forfeited (in dollars per share)				16.98
Balance at end of period (in dollars per share)				13.10
Stock Options, Weighted Average Exercise Price Per Share
Balance at beginning of period (in dollars per share)				28.97
Granted (in dollars per share)				74.50
Converted/Exercised (in dollars per share)				28.37
Forfeited (in dollars per share)				45.46
Balance at end of period (in dollars per share)				$ 34.45
Stock options, additional disclosures
Aggregate intrinsic value				$ 14,990,900		$ 31,969,700
Converted/Exercised aggregate intrinsic value				$ 6,246,700
Exercisable, Number of shares				203,800
Exercisable, Weighted Average Grant Date Fair Value Per Share				$ 10.65
Exercisable Weighted Average Exercise Price Per Share				$ 27.55
Exercisable, Aggregate Intrinsic Value				$ 5,965,900
Weighted average remaining contractual term for vested stock options				7 years
Assumptions used to estimate the fair values of the awards granted:
Risk free interest rate (as a percent)				2.78%	2.18%
Expected volatility using historical return volatility and implied volatility (as a percent)				32.50%	35.00%
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)				$ 27.44	$ 14.44
Performance-based conditions | Restricted Stock Awards
Restricted stock awards, additional disclosures
Grant date fair value	$ 2,303,000	$ 2,012,000	$ 1,944,000
Performance-based conditions | Restricted Stock Awards | Payout Range-0%
Restricted stock awards, additional disclosures
Payout range (as a percent)	0.00%	0.00%	0.00%
Performance-based conditions | Restricted Stock Awards | Payout Range-25%
Restricted stock awards, additional disclosures
Payout range (as a percent)	25.00%	25.00%	25.00%
Related expenses	$ 576,000	$ 503,000	$ 486,000
Performance-based conditions | Restricted Stock Awards | Payout Range-100%
Restricted stock awards, additional disclosures
Payout range (as a percent)	100.00%	100.00%	100.00%
Related expenses	$ 2,303,000	$ 2,012,000	$ 1,944,000
Performance-based conditions | Restricted Stock Awards | Payout Range-200%
Restricted stock awards, additional disclosures
Payout range (as a percent)	200.00%	200.00%	200.00%
Related expenses	$ 4,606,000	$ 4,024,000	$ 3,888,000

Share Repurchase Program (Detai

Share Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended	15 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Feb. 28, 2017	Sep. 30, 2018	Jul. 05, 2017	Feb. 24, 2017
Number of shares repurchased (in shares)	142,780	1,507,443	156,437	2,365,836
Share repurchase cost	$ 9,493	$ 100,000		$ 139,286
Average price per share (in dollars per share)	$ 66.49	$ 66.34		$ 58.87
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
Number of shares repurchased (in shares)			142,780
Average price per share (in dollars per share)			$ 66.49
2017 ASR Agreement
Number of shares repurchased (in shares)			13,657			1,521,100
Average price per share (in dollars per share)						$ 65.74
Payment under ASR agreement							$ 100,000
Initial number of shares delivered under ASR agreement (in shares)							1,500,000
Initial percentage of shares delivered under ASR agreement							80.00%
Maximum | 2017 Repurchase program
Share repurchase program, authorized amount								$ 200,000

Business Combinations - Summary

Business Combinations - Summary and Pro Forma (Details) $ in Thousands	May 01, 2018USD ($)	Apr. 25, 2018USD ($)	Jan. 18, 2018USD ($)	Jan. 10, 2018USD ($)	Jun. 08, 2017USD ($)	Apr. 20, 2017USD ($)	Mar. 29, 2017USD ($)	Feb. 27, 2017USD ($)	Jan. 16, 2017USD ($)	Sep. 30, 2018USD ($)	Sep. 30, 2017USD ($)	Sep. 30, 2018USD ($)item	Sep. 30, 2017USD ($)item
Business Combinations
Number of acquisitions | item												3	6
Proceeds from issuance of senior notes												$ 400,000
Pro Forma Results
Net sales										$ 647,289	$ 594,303	1,878,179	$ 1,743,331
Net income										$ 42,658	37,799	105,410	72,214
Amortization of intangible assets											4,088	5,039	12,263
Income tax expense (using normalized 38% ETR)											$ 3,926	$ 3,407	$ 11,689
ETR (as a percent)										27.00%	38.00%	27.00%	38.00%
Selling, General and Administrative Expenses
Business Combinations
Acquisition related costs										$ 600	$ 300	$ 13,900	$ 700
Amended Credit Agreement | Senior Notes 5.625%
Business Combinations
Proceeds from issuance of senior notes		$ 400,000
Amended Credit Agreement | Term Loan Facility
Business Combinations
Proceeds from delayed-draw term loan	$ 100,000
2017 Acquisitions
Business Combinations
Purchase price													88,750
Cash consideration													86,364
Contingent consideration													1,503
Deferred purchase price													883
Revenue and Net Income Since Acquisition Date
Net Sales										23,896		48,881
Net Income										2,196		3,496
Midwest
Business Combinations
Purchase price													12,225
Cash consideration									$ 12,200				12,225
Revenue and Net Income Since Acquisition Date
Net Sales										4,503		12,711
Net Income										12		152
EcoFoam
Business Combinations
Purchase price								$ 22,300					22,325
Cash consideration								20,200					20,822
Contingent consideration								2,100					1,503
Revenue and Net Income Since Acquisition Date
Net Sales										6,706		15,943
Net Income										669		894
MR Insulfoam
Business Combinations
Cash consideration								$ 1,500
Capital
Business Combinations
Cash consideration							$ 7,300
Superior
Business Combinations
Purchase price													10,952
Cash consideration						$ 10,900							10,952
Revenue and Net Income Since Acquisition Date
Net Sales										3,323		6,189
Net Income										260		597
Canyon
Business Combinations
Purchase price					$ 34,400								34,415
Cash consideration					31,900								33,532
Deferred purchase price					$ 2,500								883
Revenue and Net Income Since Acquisition Date
Net Sales										6,556		8,289
Net Income										925		1,146
All others
Business Combinations
Purchase price													8,833
Cash consideration													$ 8,833
Revenue and Net Income Since Acquisition Date
Net Sales										2,808		5,749
Net Income										330		707
2018 Acquisitions
Business Combinations
Purchase price												515,583
Cash consideration												514,755
Contingent consideration												828
Revenue and Net Income Since Acquisition Date
Net Sales										108,514		191,400
Net Income										6,640		8,620
ADO
Business Combinations
Purchase price				$ 23,000								23,000
Cash consideration				22,200								22,172
Contingent consideration				$ 800								828
Revenue and Net Income Since Acquisition Date
Net Sales										6,631		17,934
Net Income										67		90
Santa Rosa
Business Combinations
Purchase price												5,581
Cash consideration			$ 5,600									5,581
Revenue and Net Income Since Acquisition Date
Net Sales										1,550		4,438
Net Income										116		456
USI
Business Combinations
Purchase price												487,002
Purchase price prior to measurement period adjustments	475,000
Cash consideration										487,000		487,002
Revenue and Net Income Since Acquisition Date
Net Sales										100,333		169,028
Net Income										$ 6,457		$ 8,074
USI | Amended Credit Agreement | Senior Notes 5.625%
Business Combinations
Proceeds from issuance of senior notes		$ 400,000
USI | Amended Credit Agreement | Term Loan Facility
Business Combinations
Proceeds from delayed-draw term loan	$ 100,000

Business Combinations - Purchas

Business Combinations - Purchase Price Allocation and Consideration (Details) - USD ($) $ in Thousands	Jan. 18, 2018	Jan. 10, 2018	Jun. 08, 2017	Apr. 20, 2017	Feb. 27, 2017	Jan. 16, 2017	Sep. 30, 2018	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Purchase Price Allocations
Goodwill							$ 1,362,747	$ 1,362,747		$ 1,077,186
2018 Acquisitions
Purchase Price Allocations
Cash							15,756	15,756
Accounts receivable							67,169	67,169
Inventories							16,576	16,576
Prepaid and other assets							4,071	4,071
Property and equipment							35,688	35,688
Intangible assets							181,840	181,840
Goodwill							285,583	285,583
Accounts payable							(19,934)	(19,934)
Accrued liabilities							(35,295)	(35,295)
Deferred tax liability							(35,871)	(35,871)
Net assets acquired							515,583	515,583
Fair value of consideration
Cash								514,755
Contingent consideration								828
Total consideration transferred								515,583
ADO
Purchase Price Allocations
Cash							939	939
Accounts receivable							3,434	3,434
Inventories							2,337	2,337
Prepaid and other assets							135	135
Property and equipment							951	951
Intangible assets							14,090	14,090
Goodwill							2,631	2,631
Accounts payable							(908)	(908)
Accrued liabilities							(609)	(609)
Net assets acquired							23,000	23,000
Fair value of consideration
Cash		$ 22,200						22,172
Contingent consideration		800						828
Total consideration transferred		$ 23,000						23,000
Santa Rosa
Purchase Price Allocations
Accounts receivable							1,433	1,433
Inventories							104	104
Prepaid and other assets							7	7
Property and equipment							522	522
Intangible assets							1,850	1,850
Goodwill							2,764	2,764
Accounts payable							(1,099)	(1,099)
Net assets acquired							5,581	5,581
Fair value of consideration
Cash	$ 5,600							5,581
Total consideration transferred								5,581
USI
Purchase Price Allocations
Cash							14,817	14,817
Accounts receivable							62,302	62,302
Inventories							14,135	14,135
Prepaid and other assets							3,929	3,929
Property and equipment							34,215	34,215
Intangible assets							165,900	165,900
Goodwill							280,188	280,188
Accounts payable							(17,927)	(17,927)
Accrued liabilities							(34,686)	(34,686)
Deferred tax liability							(35,871)	(35,871)
Net assets acquired							487,002	487,002
Fair value of consideration
Cash							$ 487,000	487,002
Total consideration transferred								487,002
2017 Acquisitions
Purchase Price Allocations
Accounts receivable									$ 21,307
Inventories									2,231
Prepaid and other assets									63
Property and equipment									3,377
Intangible assets									33,580
Goodwill									32,105
Accounts payable									(3,607)
Accrued liabilities									(306)
Net assets acquired									88,750
Fair value of consideration
Cash									86,364
Deferred consideration									883
Contingent consideration									1,503
Total consideration transferred									88,750
Midwest
Purchase Price Allocations
Accounts receivable									6,576
Inventories									75
Property and equipment									655
Intangible assets									2,740
Goodwill									3,538
Accounts payable									(1,359)
Net assets acquired									12,225
Fair value of consideration
Cash						$ 12,200			12,225
Total consideration transferred									12,225
EcoFoam
Purchase Price Allocations
Accounts receivable									3,819
Inventories									1,119
Prepaid and other assets									27
Property and equipment									1,544
Intangible assets									6,700
Goodwill									10,796
Accounts payable									(1,378)
Accrued liabilities									(302)
Net assets acquired									22,325
Fair value of consideration
Cash					$ 20,200				20,822
Contingent consideration					2,100				1,503
Total consideration transferred					$ 22,300				22,325
Superior
Purchase Price Allocations
Accounts receivable									2,012
Inventories									321
Prepaid and other assets									1
Property and equipment									361
Intangible assets									5,280
Goodwill									3,662
Accounts payable									(681)
Accrued liabilities									(4)
Net assets acquired									10,952
Fair value of consideration
Cash				$ 10,900					10,952
Total consideration transferred									10,952
Canyon
Purchase Price Allocations
Accounts receivable									8,222
Inventories									575
Prepaid and other assets									29
Property and equipment									460
Intangible assets									15,220
Goodwill									10,072
Accounts payable									(163)
Net assets acquired									34,415
Fair value of consideration
Cash			$ 31,900						33,532
Deferred consideration			2,500						883
Total consideration transferred			$ 34,400						34,415
Deferred consideration paid								$ 1,667
All others
Purchase Price Allocations
Accounts receivable									678
Inventories									141
Prepaid and other assets									6
Property and equipment									357
Intangible assets									3,640
Goodwill									4,037
Accounts payable									(26)
Net assets acquired									8,833
Fair value of consideration
Cash									8,833
Total consideration transferred									$ 8,833

Business Combinations - Intangi

Business Combinations - Intangibles (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
2018 Acquisitions
Estimates of acquired intangible assets
Estimated Fair Value	$ 181,840
Weighted Average Estimated Useful Life (Years)	11 years
2018 Acquisitions | Customer relationships
Estimates of acquired intangible assets
Estimated Fair Value	$ 169,320
Weighted Average Estimated Useful Life (Years)	12 years
2018 Acquisitions | Trademarks and trade names
Estimates of acquired intangible assets
Estimated Fair Value	$ 11,260
Weighted Average Estimated Useful Life (Years)	9 years
2018 Acquisitions | Non-Compete
Estimates of acquired intangible assets
Estimated Fair Value	$ 1,260
Weighted Average Estimated Useful Life (Years)	5 years
2017 Acquisitions
Estimates of acquired intangible assets
Estimated Fair Value		$ 33,580
Weighted Average Estimated Useful Life (Years)		9 years
2017 Acquisitions | Customer relationships
Estimates of acquired intangible assets
Estimated Fair Value		$ 26,170
Weighted Average Estimated Useful Life (Years)		10 years
2017 Acquisitions | Trademarks and trade names
Estimates of acquired intangible assets
Estimated Fair Value		$ 1,780
Weighted Average Estimated Useful Life (Years)		10 years
2017 Acquisitions | Non-Compete
Estimates of acquired intangible assets
Estimated Fair Value		$ 5,630
Weighted Average Estimated Useful Life (Years)		5 years

Business Combinations - Goodwil

Business Combinations - Goodwill (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Goodwill	$ 1,362,747	$ 1,077,186
Goodwill expected to be deducted for income tax purposes	33,500
2018 Acquisitions
Goodwill	$ 285,583

Business Combinations - Conting

Business Combinations - Contingent Consideration (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Jun. 30, 2018USD ($)	Sep. 30, 2018USD ($)item	Jan. 10, 2018USD ($)	Feb. 27, 2017USD ($)
EcoFoam
Contingent Consideration
Contingent consideration, payment period		3 years
Contingent consideration, high end of range		$ 2,500
EcoFoam | Contingent Consideration | Level 3
Contingent Consideration
Business Combination, Contingent Consideration, Liability, Measurement Input [Extensible List]		us-gaap:MeasurementInputDiscountRateMember
Discount rate (as a percent) | item		0.095
Fair value of contingent consideration recognized at acquisition date				$ 2,110
Fair value of contingent consideration
Contingent consideration at beginning of period		$ 2,259
Change in fair value of contingent consideration		120
Settlement of contingent consideration	$ (800)	(841)
Liability balance for contingent consideration at end of period		$ 1,538
ADO
Contingent Consideration
Contingent consideration, payment period		2 years
Contingent consideration, low end of range		$ 0
Contingent consideration, high end of range		$ 1,000
ADO | Contingent Consideration | Level 3
Contingent Consideration
Business Combination, Contingent Consideration, Liability, Measurement Input [Extensible List]		us-gaap:MeasurementInputDiscountRateMember
Discount rate (as a percent) | item		0.095
Fair value of contingent consideration recognized at acquisition date			$ 828
Fair value of contingent consideration
Additions		$ 828
Change in fair value of contingent consideration		(493)
Liability balance for contingent consideration at end of period		$ 335

Closure Costs (Details)

Closure Costs (Details) - USI $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2018USD ($)	Sep. 30, 2018USD ($)
Closure Costs
Closure costs, expected amount	$ 6,600	$ 6,600
Closure costs	2,200
Closure Costs
Closure Costs Incurred for the Period		6,090
Cash Payments for the Period		(2,322)
Non-cash adjustments for the period		(223)
Closure Costs Liability, Ending Balance	3,545	3,545
Severance
Closure Costs
Closure Costs Incurred for the Period		5,681
Cash Payments for the Period		(2,247)
Non-cash adjustments for the period		(223)
Closure Costs Liability, Ending Balance	3,211	3,211
Lease abandonment
Closure Costs
Closure Costs Incurred for the Period		400
Cash Payments for the Period		(66)
Closure Costs Liability, Ending Balance	$ 334	334
Other costs
Closure Costs
Closure Costs Incurred for the Period		9
Cash Payments for the Period		$ (9)

Accrued Liabilities (Details)

Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Accrued Liabilities
Salaries, wages, and commissions	$ 34,448	$ 25,470
Insurance liabilities	27,574	19,770
Other	54,221	29,847
Total accrued liabilities	$ 116,243	$ 75,087