UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One) | |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number:
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(State or Other Jurisdiction of Incorporation or | (I.R.S. Employer |
(Address of Principal Executive Offices) | (Zip Code) |
(
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.⌧
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ⌧
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The registrant had outstanding
TOPBUILD CORP.
TABLE OF CONTENTS
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2
GLOSSARY
We use acronyms, abbreviations, and other defined terms throughout this Quarterly Report, which are defined in the glossary below:
Term | Definition | |
3.625% Senior Notes | TopBuild's 3.625% senior unsecured notes issued March 15, 2021 and due March 15, 2029 | |
4.125% Senior Notes | TopBuild's 4.125% senior unsecured notes issued October 14, 2021 and due February 15, 2032 | |
2015 LTIP | 2015 Long-Term Incentive Program authorizes the Board to grant stock options, stock appreciation rights, restricted shares, restricted share units, performance awards, and dividend equivalents | |
2022 Repurchase Program | $200 million share repurchase program authorized by the Board on July 25, 2022 | |
2024 Repurchase Program | $1 billion share repurchase program authorized by the Board on May 3, 2024 | |
Amendment No. 4 | Amendment No. 4 to the Credit Agreement dated July 26, 2023 | |
Annual Report | Annual report filed with the SEC on Form 10-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
ASC | Accounting Standards Codification | |
ASU | Accounting Standards Update | |
Best | Best Insulation Holdings LLC | |
Billings | Billings Insulation Service, Inc. | |
Board | Board of Directors of TopBuild | |
BofA | Bank of America, N.A. | |
Brabble | Brabble Insulation, Inc. | |
CODM | Chief Operating Decision Maker | |
Credit Agreement | Amended and Restated Credit Agreement, dated March 20, 2020, among TopBuild, BofA as administrative agent, and the other lenders and agents party thereto | |
Current Report | Current report filed with the SEC on Form 8-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
EBITDA | Earnings before interest, taxes, depreciation, and amortization | |
Exchange Act | The Securities Exchange Act of 1934, as amended | |
FASB | Financial Accounting Standards Board | |
Green Space | Nate’s Insulation, LLC d/b/a Green Space Insulation | |
GAAP | Generally accepted accounting principles in the United States of America | |
Insulation Works | Insulation Works, Inc. | |
Lenders | Bank of America, N.A., together with the other lenders party to "Credit Agreement" | |
Morris Black | Morris Black & Sons, Inc. | |
Net Leverage Ratio | As defined in the “Credit Agreement,” the ratio of outstanding indebtedness, less up to $100 million of unrestricted cash, to EBITDA | |
NYSE | New York Stock Exchange | |
PCI | Pest Control Insulation, LLC | |
Quarterly Report | Quarterly report filed with the SEC on Form 10-Q pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
Rocky Mountain | Rocky Mountain Spray Foam & Waterproofing, LLC | |
ROU | Right of use (asset), as defined in ASC 842 | |
RSA | Restricted stock award | |
SEC | United States Securities and Exchange Commission | |
Secured Leverage Ratio | As defined in the “Credit Agreement,” the ratio of outstanding indebtedness, including letters of credit, to EBITDA | |
SOFR | Secured overnight financing rate | |
SPI | SPI LLC d/b/a Specialty Products & Insulation | |
SRI | SRI Holdings, LLC | |
Term Loan | TopBuild's secured borrowings under the "Credit Agreement" due October 7, 2026 | |
Term Facility Two | $550 million delayed draw term loan intended to be used to fund the acquisition of SPI and was terminated in the second quarter of 2024 | |
Texas Insulation | EOAKIS, LLC, d/b/a Texas Insulation | |
TopBuild | TopBuild Corp. and its wholly-owned consolidated domestic subsidiaries |
3
PART I – FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
TOPBUILD CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands except share data)
As of | ||||||
September 30, | December 31, | |||||
2024 | 2023 | |||||
ASSETS | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Receivables, net of an allowance for credit losses of $ | |
| | |||
Inventories | |
| | |||
Prepaid expenses and other current assets | |
| | |||
Total current assets | |
| | |||
Right of use assets | | | ||||
Property and equipment, net | |
| | |||
Goodwill | |
| | |||
Other intangible assets, net | |
| | |||
Other assets | |
| | |||
Total assets | $ | | $ | | ||
LIABILITIES AND EQUITY | ||||||
Current liabilities: | ||||||
Accounts payable | $ | | $ | | ||
Current portion of long-term debt | | | ||||
Accrued liabilities | | | ||||
Short-term operating lease liabilities | | | ||||
Short-term finance lease liabilities | | | ||||
Total current liabilities | | | ||||
Long-term debt | | | ||||
Deferred tax liabilities, net | | | ||||
Long-term portion of insurance reserves | | | ||||
Long-term operating lease liabilities | | | ||||
Long-term finance lease liabilities | | | ||||
Other liabilities | | | ||||
Total liabilities | | | ||||
Commitments and contingencies | ||||||
Equity: | ||||||
Preferred stock, $ | ||||||
Common stock, $ | | | ||||
Treasury stock, | ( | ( | ||||
Additional paid-in capital | | | ||||
Retained earnings | | | ||||
Accumulated other comprehensive loss | ( | ( | ||||
Total equity | | | ||||
Total liabilities and equity | $ | | $ | |
See notes to our unaudited condensed consolidated financial statements.
4
TOPBUILD CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands except share and per common share data)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2024 | 2023 | 2024 | 2023 | |||||||||
Net sales | $ | |
| $ | |
| $ | |
| $ | | |
Cost of sales | | | | | ||||||||
Gross profit | | | | | ||||||||
Selling, general, and administrative expense | | | | | ||||||||
Operating profit | | | | | ||||||||
Other income (expense), net: | ||||||||||||
Interest expense | ( | ( | ( | ( | ||||||||
Other, net | | | | | ||||||||
Other expense, net | ( | ( | ( | ( | ||||||||
Income before income taxes | | | | | ||||||||
Income tax expense | ( | ( | ( | ( | ||||||||
Net income | $ | | $ | | $ | | $ | | ||||
Net income per common share: | ||||||||||||
Basic | $ | | $ | | $ | | $ | | ||||
Diluted | $ | | $ | | $ | | $ | | ||||
| ||||||||||||
Weighted average shares outstanding: | ||||||||||||
Basic | | | | | ||||||||
Diluted | | | | |
See notes to our unaudited condensed consolidated financial statements.
5
TOPBUILD CORP.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(In thousands)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2024 | 2023 | 2024 | 2023 | |||||||||
Net income | $ | | $ | | $ | | $ | | ||||
Other comprehensive income (loss): | ||||||||||||
Foreign currency translation adjustment | | ( | ( | | ||||||||
Comprehensive income | $ | | $ | | $ | | $ | |
See notes to our unaudited condensed consolidated financial statements.
6
TOPBUILD CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
Nine Months Ended September 30, | ||||||
2024 | 2023 | |||||
Cash Flows Provided by (Used in) Operating Activities: |
|
| ||||
Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation and amortization | | | ||||
Share-based compensation | | | ||||
Loss on sale of assets | | | ||||
Amortization of debt issuance costs | | | ||||
Provision for bad debt expense | | | ||||
Provision for inventory obsolescence | | | ||||
Change in certain assets and liabilities, net of effects of businesses acquired: | ||||||
Receivables, net | ( | ( | ||||
Inventories | ( | | ||||
Prepaid expenses and other current assets | ( | ( | ||||
Accounts payable | ( | ( | ||||
Accrued liabilities | ( | ( | ||||
Other, net | ( | ( | ||||
Net cash provided by operating activities | | | ||||
Cash Flows Provided by (Used in) Investing Activities: | ||||||
Purchases of property and equipment | ( | ( | ||||
Acquisition of businesses, net of cash acquired | ( | ( | ||||
Proceeds from sale of assets | | | ||||
Net cash used in investing activities | ( | ( | ||||
Cash Flows Provided by (Used in) Financing Activities: | ||||||
Repayment of long-term debt | ( | ( | ||||
Taxes withheld and paid on employees' equity awards | ( | ( | ||||
Exercise of stock options | | | ||||
Repurchase of shares of common stock | ( | — | ||||
Payment of contingent consideration | — | ( | ||||
Net cash used in financing activities | ( | ( | ||||
Impact of exchange rate changes on cash | ( | ( | ||||
Net (decrease) increase in cash and cash equivalents | ( | | ||||
Cash and cash equivalents - Beginning of period |
| |
| | ||
Cash and cash equivalents - End of period | $ | | $ | | ||
Supplemental disclosure of noncash activities: | ||||||
Leased assets obtained in exchange for new operating lease liabilities | $ | | $ | | ||
Accruals for property and equipment | | | ||||
Excise taxes capitalized to treasury stock | | — |
See notes to our unaudited condensed consolidated financial statements.
7
TOPBUILD CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited)
(In thousands except share data)
Accumulated | |||||||||||||||||
Common | Treasury | Additional | Other | ||||||||||||||
Stock | Stock | Paid-in | Retained | Comprehensive | |||||||||||||
($ | at cost | Capital | Earnings | (Loss) Income | Equity | ||||||||||||
Balance at December 31, 2022 | $ | | $ | ( | $ | | $ | | $ | ( | $ | | |||||
Net income | - | - | - | | - | | |||||||||||
Share-based compensation | - | - | | - | - | | |||||||||||
Issuance of | | - | - | - | - | | |||||||||||
- | ( | - | - | - | ( | ||||||||||||
- | - | | - | - | | ||||||||||||
Other comprehensive income, net of tax | - | - | - | - | | | |||||||||||
Balance at March 31, 2023 | $ | | $ | ( | $ | | $ | | $ | ( | $ | | |||||
Net income | - | - | - | | - | | |||||||||||
Share-based compensation | - | - | | - | - | | |||||||||||
Issuance of | - | - | - | - | - | - | |||||||||||
- | - | | - | - | | ||||||||||||
Other comprehensive income, net of tax | - | - | - | - | | | |||||||||||
Balance at June 30, 2023 | $ | | $ | ( | $ | | $ | | $ | ( | $ | | |||||
Net income | - | - | - | | - | | |||||||||||
Share-based compensation | - | - | | - | - | | |||||||||||
- | - | | - | - | | ||||||||||||
Other comprehensive loss, net of tax | - | - | - | - | ( | ( | |||||||||||
Balance at September 30, 2023 | $ | | $ | ( | $ | | $ | | $ | ( | $ | |
Accumulated | |||||||||||||||||
Common | Treasury | Additional | Other | ||||||||||||||
Stock | Stock | Paid-in | Retained | Comprehensive | |||||||||||||
($ | at cost | Capital | Earnings | (Loss) Income | Equity | ||||||||||||
Balance at December 31, 2023 | $ | | $ | ( | $ | | $ | | $ | ( | $ | | |||||
Net income | - | - | - | | - | | |||||||||||
Share-based compensation | - | - | | - | - | | |||||||||||
Issuance of | | - | - | - | - | | |||||||||||
- | ( | - | - | - | ( | ||||||||||||
- | - | | - | - | | ||||||||||||
Other comprehensive loss, net of tax | - | - | - | - | ( | ( | |||||||||||
Balance at March 31, 2024 | $ | | $ | ( | $ | | $ | | $ | ( | $ | | |||||
Net income | - | | | ||||||||||||||
Share-based compensation | - | - | | - | - | | |||||||||||
Issuance of | | - | - | - | | ||||||||||||
Repurchase of | - | ( | - | - | - | ( | |||||||||||
- | - | | - | - | | ||||||||||||
Other comprehensive loss, net of tax | - | - | - | - | ( | ( | |||||||||||
Balance at June 30, 2024 | $ | | $ | ( | $ | | $ | | $ | ( | $ | | |||||
Net income | - | - | - | | - | | |||||||||||
Share-based compensation | - | - | | - | - | | |||||||||||
Forfeiture of | |||||||||||||||||
Repurchase of | - | ( | - | - | - | ( | |||||||||||
- | ( | - | - | - | ( | ||||||||||||
Other comprehensive income, net of tax | - | - | - | - | | | |||||||||||
Balance at September 30, 2024 | $ | | $ | ( | $ | | $ | | $ | ( | $ | |
See notes to our unaudited condensed consolidated financial statements.
8
1. BASIS OF PRESENTATION
TopBuild is listed on the NYSE under the ticker symbol “BLD.” We report our business in
We believe 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, 2024, our results of operations and comprehensive income for the three and nine months ended September 30, 2024 and 2023, and our cash flows for the nine months ended September 30, 2024 and 2023. The condensed consolidated balance sheet at December 31, 2023 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, 2023, as filed with the SEC on February 28, 2024.
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 periods. Actual results could differ materially from these estimates. All intercompany transactions between TopBuild entities have been eliminated.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures”. This standard amends Topic 280 to require all entities to disclose, on an annual and interim basis, significant segment expenses and an amount for other segment items by reportable segment. This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. This standard will not affect our consolidated results of operations, financial position or cash flows. We will update our disclosures in future filings to comply with the disclosure requirements.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740), Improvements to Income Tax Disclosures”. This standard amends Topic 740 to require all entities to disclose specific categories in the rate reconciliation, income taxes paid and other income tax information. This standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted and should be applied on a prospective basis. We do not anticipate that this standard will affect our consolidated results of operations, financial position or cash flows and we are assessing the impact of its adoption in our disclosures to our consolidated financial statements.
3. REVENUE RECOGNITION
Revenue is disaggregated between our Installation and Specialty Distribution segments and further based on market and product, as we believe this best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
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The following tables present our revenues disaggregated by market (in thousands):
Three Months Ended September 30, | ||||||||||||||||||||||||
2024 | 2023 | |||||||||||||||||||||||
Installation | Specialty | Eliminations | Total | Installation | Specialty | Eliminations | Total | |||||||||||||||||
Residential | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | ( | $ | | ||||||||
Commercial/Industrial | | | ( | | | | ( | | ||||||||||||||||
Net sales | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | ( | $ | |
Nine Months Ended September 30, | ||||||||||||||||||||||||
2024 | 2023 | |||||||||||||||||||||||
Installation | Specialty | Eliminations | Total | Installation | Specialty | Eliminations | Total | |||||||||||||||||
Residential | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | ( | $ | | ||||||||
Commercial/Industrial | | | ( | | | | ( | | ||||||||||||||||
Net sales | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | ( | $ | |
The following tables present our revenues disaggregated by product (in thousands):
Three Months Ended September 30, | ||||||||||||||||||||||||
2024 | 2023 | |||||||||||||||||||||||
Installation | Specialty | Eliminations | Total | Installation | Specialty | Eliminations | Total | |||||||||||||||||
Insulation and accessories | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | ( | $ | | ||||||||
Glass and windows | | - | - | | | - | - | | ||||||||||||||||
Gutters | | | ( | | | | ( | | ||||||||||||||||
All other | | | ( | | | | ( | | ||||||||||||||||
Net sales | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | ( | $ | |
Nine Months Ended September 30, | ||||||||||||||||||||||||
2024 | 2023 | |||||||||||||||||||||||
Installation | Specialty Distribution | Eliminations | Total | Installation | Specialty | Eliminations | Total | |||||||||||||||||
Insulation and accessories | $ | | | ( | $ | | $ | | $ | | $ | ( | $ | | ||||||||||
Glass and windows | | - | - | | | - | - | | ||||||||||||||||
Gutters | | | ( | | | | ( | | ||||||||||||||||
All other | | | ( | | | | ( | | ||||||||||||||||
Net sales | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | ( | $ | |
The following table represents our contract assets and contract liabilities with customers, in thousands:
Included in Line Item on | As of | ||||||
September 30, | December 31, | ||||||
Condensed Consolidated Balance Sheets | 2024 | 2023 | |||||
Contract Assets: | |||||||
Receivables, unbilled | Receivables, net | $ | | $ | | ||
Contract Liabilities: | |||||||
Deferred revenue | Accrued liabilities | $ | | $ | |
The aggregate amount remaining on uncompleted performance obligations was $
10
On certain of our long-term contracts, a percentage of the total project cost is withheld and not invoiced to the customer and collected until satisfactory completion of the customer’s project, typically within a year. This amount is referred to as retainage and is common practice in the construction industry. Retainage receivables are classified as a component of Receivables, net on our condensed consolidated balance sheets and were $
4. GOODWILL AND OTHER INTANGIBLES
We have
In the fourth quarter of 2023, we performed an annual assessment on our goodwill resulting in
Changes in the carrying amount of goodwill for the nine months ended September 30, 2024, by segment, were as follows, in thousands:
|
|
|
| Accumulated |
| |||||||||||||
Gross Goodwill | FX Translation | Gross Goodwill | Impairment | Net Goodwill | ||||||||||||||
December 31, 2023 | Additions | Adjustment | September 30, 2024 | Losses | September 30, 2024 | |||||||||||||
Goodwill, by segment: | ||||||||||||||||||
Installation | $ | | $ | | $ | - | $ | | $ | ( | $ | | ||||||
Specialty Distribution |
| |
| | ( |
| |
| - |
| | |||||||
Total goodwill | $ | | $ | | $ | ( | $ | | $ | ( | $ | |
See Note 12 – Business Combinations for goodwill recognized on acquisitions that occurred during the nine months ended September 30, 2024.
Other intangible assets, net includes customer relationships, non-compete agreements, and trademarks / trade names. The following table sets forth our other intangible assets, in thousands:
As of | ||||||
September 30, 2024 | December 31, 2023 | |||||
Gross definite-lived intangible assets |
| $ | | $ | | |
Accumulated amortization |
| ( | ( | |||
Other intangible assets, net | $ | | $ | |
The following table sets forth our amortization expense, in thousands:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
Amortization expense | $ | | $ | | $ | | $ | |
11
5. LONG-TERM DEBT
The following table reconciles the principal balances of our outstanding debt to our condensed consolidated balance sheets, in thousands:
As of | ||||||
September 30, 2024 |
| December 31, 2023 | ||||
$ | | $ | | |||
| | |||||
Term loan due 2026 | | | ||||
Equipment notes | | | ||||
Unamortized debt issuance costs | ( | ( | ||||
Total debt, net of unamortized debt issuance costs | | | ||||
Less: current portion of long-term debt | | | ||||
Total long-term debt | $ | | $ | |
The following table sets forth our remaining principal payments for our outstanding debt balances as of September 30, 2024, in thousands:
2024 | 2025 | 2026 | 2027 | 2028 | Thereafter | Total | |||||||||||||||
$ | - | $ | - | $ | - | $ | - | $ | - | $ | | $ | | ||||||||
- | - | - | - | - | | | |||||||||||||||
Term loan | | | | - | - | - | | ||||||||||||||
Equipment notes | | - | - | - | - | - | | ||||||||||||||
Total | $ | | $ | | $ | | $ | - | $ | - | $ | | $ | |
Credit Agreement
On July 26, 2023, we entered into Amendment No. 4 to our Credit Agreement, which provided for a new $
The following table outlines the key terms of the Credit Agreement (dollars in thousands):
Senior secured term loan facility | $ | | |
Revolving facility (a) | $ | | |
Sublimit for issuance of letters of credit under revolving facility | $ | | |
Sublimit for swingline loans under revolving facility | $ | | |
Interest rate as of September 30, 2024 | | % | |
Scheduled maturity date |
(a) | Use of the sublimits for the issuance of letters of credit and swingline loans reduces the availability under the revolving facility. |
Interest expense on borrowings under the 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 |
● | A SOFR rate determined by reference to the costs of funds for deposits in U.S. dollars for the interest period relevant to such borrowings, subject to a floor of |
12
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
Revolving Facility
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 facility, reduce the availability under the revolving facility.
The following table summarizes our availability under the revolving facility, in thousands:
As of | ||||||
September 30, 2024 |
| December 31, 2023 | ||||
Revolving facility | $ | | $ | | ||
Less: standby letters of credit | ( | ( | ||||
Availability under revolving facility | $ | | $ | |
We are required to pay commitment fees to the Lenders in respect of any unutilized commitments. The commitment fees range from
The
The
The Company may redeem the
13
Equipment Notes
We did not issue equipment notes during the nine months ended September 30, 2024. The balance of equipment notes, which were issued for the purpose of financing vehicles and equipment, was $
Covenant Compliance
The indentures governing our
The 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 Credit Agreement contains customary affirmative covenants and events of default.
The Credit Agreement requires that we maintain a Net Leverage Ratio and minimum Interest Coverage Ratio throughout the term of the agreement. The following table outlines the key financial covenants effective for the period covered by this Quarterly Report:
As of September 30, 2024 | ||
Maximum Net Leverage Ratio | ||
Minimum Interest Coverage Ratio | ||
Compliance as of period end | In Compliance |
6. FAIR VALUE MEASUREMENTS
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.
Fair value measurements were applied to our long-term debt portfolio. We believe the carrying value of our term loan and equipment notes approximate their fair market value primarily due to the fact that the non-performance risk of servicing our debt obligations, as reflected in our business and credit risk profile, has not materially changed since we assumed our debt obligations under the Credit Agreement. In addition, due to the floating-rate nature of our 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.
14
Based on market trades of our
As of September 30, 2024 | ||||||
Fair Value | Gross Carrying Value | |||||
$ | | $ | | |||
$ | | $ | |
7. SEGMENT INFORMATION
The following tables set forth our net sales and operating results by segment, in thousands:
Three Months Ended September 30, | ||||||||||||
2024 | 2023 | 2024 | 2023 | |||||||||
Net Sales | Operating Profit (c) | |||||||||||
Operations by segment (a): | ||||||||||||
Installation | $ | | $ | | $ | | $ | | ||||
Specialty Distribution | | | | | ||||||||
Intercompany eliminations (b) | ( | ( | ( | ( | ||||||||
Total | $ | | $ | | | | ||||||
General corporate expense, net (d) | ( | ( | ||||||||||
Operating profit, as reported | | | ||||||||||
Other expense, net | ( | ( | ||||||||||
Income before income taxes | $ | | $ | |
Nine Months Ended September 30, | ||||||||||||
2024 | 2023 | 2024 | 2023 | |||||||||
Net Sales | Operating Profit (c) | |||||||||||
Operations by segment (a): | ||||||||||||
Installation | $ | | $ | | $ | | $ | | ||||
Specialty Distribution | | | | | ||||||||
Intercompany eliminations (b) | ( | ( | ( | ( | ||||||||
Total | $ | | $ | | | | ||||||
General corporate expense, net (d) | ( | ( | ||||||||||
Operating profit, as reported | | | ||||||||||
Other expense, net | ( | ( | ||||||||||
Income before income taxes | $ | | $ | |
(a) | All of our operations are located primarily in the U.S. and to a lesser extent Canada. |
(b) | Intercompany net sales and operating profit resulted from sales made by Specialty Distribution to Installation which are eliminated in consolidation. |
(c) | Segment operating profit 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). |
(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. In our second quarter of 2024, we incurred an acquisition termination fee of $ |
15
8. INCOME TAXES
Our effective tax rates were
A tax expense of $
9. NET INCOME PER SHARE
Basic net income per share is calculated by dividing net income by the number of weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted net income per share is calculated by adjusting the number of 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:
Three Months Ended September 30, |
| Nine Months Ended September 30, | ||||||||||
2024 | 2023 |
| 2024 | 2023 | ||||||||
Net income (in thousands) | $ | | $ | | $ | | $ | | ||||
Weighted average number of common shares outstanding - basic | | | | | ||||||||
Dilutive effect of common stock equivalents: | ||||||||||||
RSAs with service-based conditions | | | | | ||||||||
RSAs with market-based conditions | | | | | ||||||||
RSAs with performance-based conditions | | | | | ||||||||
Stock options | | | | | ||||||||
Weighted average number of common shares outstanding - diluted | | | | | ||||||||
Basic net income per common share | $ | | $ | | $ | | $ | | ||||
Diluted net income per common share | $ | | $ | | $ | | $ | |
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, | |||||||||||
2024 |
| 2023 |
| 2024 |
| 2023 | |||||||
Anti-dilutive common stock equivalents: | |||||||||||||
RSAs with service-based conditions | - | - | - | | |||||||||
RSAs with market-based conditions | | - | | | |||||||||
RSAs with performance-based conditions | - | - | - | - | |||||||||
Stock options | - | - | - | | |||||||||
Total anti-dilutive common stock equivalents | | - | | |
16
10. SHARE-BASED COMPENSATION
Eligible employees participate in the 2015 LTIP, which 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
Share-based compensation expense is included in selling, general, and administrative expense. The income tax effect associated with share-based compensation awards is included in income tax expense.
The following table presents share-based compensation amounts recognized in our condensed consolidated statements of operations, in thousands:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2024 | 2023 | 2024 | 2023 | |||||||||
Share-based compensation expense | $ | | $ | | $ | | $ | | ||||
Income tax benefit/(expense) | $ | | $ | | $ | ( | $ | |
The following table presents a summary of our share-based compensation activity for the nine months ended September 30, 2024, in thousands, except per share amounts:
RSAs | Stock Options | |||||||||||||||
Number of Shares |
| Weighted Average Grant Date Fair Value Per Share |
| Number of Shares |
| Weighted Average Grant Date Fair Value Per Share |
| Weighted Average Exercise Price Per Share |
| Aggregate | ||||||
Balance December 31, 2023 | | $ | | | $ | | $ | | $ | | ||||||
Granted | | $ | | — | $ | — | $ | — | — | |||||||
Converted/Exercised | ( | $ | | ( | $ | | $ | | $ | | ||||||
Forfeited/Expired | ( | $ | | — | $ | — | $ | — | — | |||||||
Balance September 30, 2024 | | $ | | | $ | | $ | | $ | | ||||||
Exercisable September 30, 2024 (a) | | $ | | $ | | $ | |
(a) | The weighted average remaining contractual term for vested stock options is approximately |
We have unrecognized share-based compensation expense related to unvested awards as shown in the following table, dollars in thousands:
As of September 30, 2024 | ||||||
Unrecognized Compensation Expense | Weighted Average | |||||
RSAs | $ | | ||||
Stock options | — | — | ||||
Total unrecognized compensation expense related to unvested awards | $ | |
17
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.
Payout Ranges and Related Expense | |||||||||||||||
RSAs with Performance-Based Conditions | Grant Date Fair Value | ||||||||||||||
February 15, 2022 | $ | | $ | - | $ | | $ | | $ | | |||||
February 21, 2023 | $ | | $ | - | $ | | $ | | $ | | |||||
February 21, 2024 | $ | | $ | - | $ | | $ | | $ | |
During the first quarter of 2024, RSAs with performance-based conditions that were granted on February 16, 2021 vested based on cumulative
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 2024, 2023, and 2022:
2024 | 2023 | 2022 | ||||||||||
Measurement period (years) | ||||||||||||
Risk free interest rate | | % | | % | | % | ||||||
Dividend yield | | % | | % | | % | ||||||
Estimated fair value of market-based RSAs at grant date | $ | | $ | | $ | |
11. SHARE REPURCHASE PROGRAM
On July 25, 2022, our Board authorized the 2022 Repurchase Program, pursuant to which the Company may purchase up to $
On May 3, 2024, our Board authorized the 2024 Repurchase Program, pursuant to which the Company may purchase up to $
of September 30, 2024, the Company has $
Effective January 1, 2023, the Inflation Reduction Act of 2022 mandated a 1% excise tax on all share repurchases. Excise tax obligations that result from our share repurchases are included in the cost of treasury stock. As of September 30, 2024, the Company had an estimated excise tax liability of $
The following table sets forth our share repurchases under the share repurchases programs in 2024.
Three Months Ended | Nine Months Ended | |||||
| September 30, 2024 | September 30, 2024 | ||||
Number of shares repurchased | | | ||||
Share repurchase cost (in thousands) (a) | $ | |
| $ | |
(a) | The three and nine months ended September 30, 2024 include $ |
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12. BUSINESS COMBINATIONS
Acquiring businesses is a key part of our ongoing strategy to grow our company and expand our offerings. Each acquisition has been accounted for as a business combination under ASC 805, “Business Combinations.” Acquisition related costs were $
On February 15, 2024, we acquired the assets of the residential and light commercial insulation business Brabble. This installation acquisition enhanced our presence in North Carolina. The purchase price of $
On March 1, 2024, we acquired the assets of the residential insulation business Morris Black. This installation acquisition enhanced our presence in Pennsylvania. The purchase price of $
On March 1, 2024, we acquired the assets of the customized insulation products and accessories business PCI. This specialty distribution acquisition has a national customer base focused on the domestic pest control industry. The purchase
price of $
On April 18, 2024, we acquired the assets of the residential and light commercial insulation business Green Space. This installation acquisition enhanced our presence in Missouri and neighboring states. The purchase price of approximately $
On May 16, 2024, we acquired the assets of the residential and light commercial insulation business Insulation Works. This installation acquisition enhanced our presence in Arkansas and extended our expertise to the agricultural business. The purchase price of approximately $
On May 31, 2024, we acquired the assets of the residential and light commercial insulation business Texas Insulation. This installation acquisition enhanced our presence in Texas. The purchase price of approximately $
The estimated fair values of the assets acquired and liabilities assumed for our 2024 acquisitions are as follows as of September 30, 2024, in thousands:
Purchase price fair values: | |||
Accounts receivable | $ | | |
Inventories | | ||
Prepaid and other assets | | ||
Property and equipment | | ||
ROU asset (operating) | | ||
Intangible assets | | ||
Goodwill | | ||
Accounts payable | ( | ||
Lease liabilities (operating) | ( | ||
Net assets acquired | $ | |
19
The estimate of acquired customer relationships related to our 2024 acquisitions was $
During the nine months ended September 30, 2023, we made the following acquisitions:
On January 26, 2023, we acquired the assets of the residential insulation business of SRI. The purchase price of $
On July 10, 2023, we acquired the assets of the residential insulation installer business Rocky Mountain. The purchase price of $
On July 17, 2023, we acquired the assets of the residential insulation business Best. The purchase price of $
As third-party or internal valuations are finalized, certain tax aspects of the foregoing transactions 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.
The table below represents the finalized fair values of assets acquired and liabilities assumed for the acquisitions made during the nine months ended September 30, 2023:
2023 Acquisitions | ||||||||||||
| SRI |
| Rocky Mountain |
| Best | Totals | ||||||
Finalized purchase price fair values: | ||||||||||||
Accounts receivable | $ | | $ | | $ | | $ | | ||||
Inventories | | | | | ||||||||
Prepaid and other assets | | — | | | ||||||||
Property and equipment | | | | | ||||||||
ROU asset (operating) | | | | | ||||||||
Intangible assets | | | | | ||||||||
Deferred taxes | | | | | ||||||||
Goodwill | | | | | ||||||||
Accounts payable | ( | ( | ( | ( | ||||||||
Lease Liabilities (operating) | ( | ( | ( | ( | ||||||||
All other liabilities | ( | — | ( | ( | ||||||||
Net assets acquired | $ | | $ | | $ | | $ | |
Goodwill to be recognized in connection with acquisitions is attributable to the synergies expected to be realized and improvements in the businesses after the acquisitions. Primarily all of the $
20
13. ACCRUED LIABILITIES
The following table sets forth the components of accrued liabilities, in thousands:
As of | ||||||
| September 30, 2024 |
| December 31, 2023 | |||
Accrued liabilities: | ||||||
Salaries, wages, and bonus/commissions | $ | | $ | | ||
Insurance liabilities | | | ||||
Deferred revenue | | | ||||
Sales and property taxes | | | ||||
Customer rebates | | | ||||
Excise taxes | | - | ||||
Interest payable on long-term debt | | | ||||
Other | | | ||||
Total accrued liabilities | $ | | $ | |
See Note 3 – Revenue Recognition for discussion of our deferred revenue balances.
14. OTHER COMMITMENTS AND CONTINGENCIES
Litigation. 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, claims against our builder customers for issues relating to our workmanship. We generally exclude from our contracts with builder customers indemnity relating to product quality and warranty claims, as we pass such claims directly to the manufacturers of the products we install or distribute. 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 also maintain indemnification agreements with our directors and officers that may require us to indemnify them against liabilities that arise by reason of their status or service as directors or officers, except as prohibited by applicable law.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
TopBuild, headquartered in Daytona Beach, Florida, is a leading installer and specialty distributor of insulation and other building material products to the construction industry in the United States and Canada.
We operate in two segments: Installation and Specialty Distribution. Our Installation segment installs insulation and other building products nationwide. As of September 30, 2024, we had approximately 250 Installation branches located across the United States. We install various insulation applications, including fiberglass batts and rolls, blown-in loose fill fiberglass, polyurethane spray foam, and blown-in loose fill cellulose. Additionally, we install other building products including glass and windows, rain gutters, garage doors, closet shelving, and fireplaces, among other items. We handle every stage of the installation process, including material procurement supplied by leading manufacturers, project scheduling and logistics, multi-phase professional installation, and installation quality assurance.
Our Specialty Distribution segment distributes building and mechanical insulation, insulation accessories, rain gutters, and other building product materials for the residential and commercial/industrial end markets. As of September 30, 2024, we had approximately 150 distribution centers located across the United States and 18 distribution centers in Canada. Our Specialty Distribution customer base consists of thousands of insulation contractors of all sizes serving a wide variety of residential and commercial/industrial industries, gutter contractors, weatherization contractors, other contractors, dealers, metal building erectors, and modular home builders.
We believe that having both Installation and Specialty Distribution provides us with several distinct competitive advantages. First, the combined buying power of our two business segments, along with our scale, strengthens our ties to the major manufacturers of insulation and other building material products. This helps to ensure we are buying competitively and ensures the availability of supply to our local branches and distribution centers. The overall effect is driving efficiencies through our supply chain. Second, being a leader in both installation and specialty distribution allows us to reach a broader set of builders and contractors more effectively, regardless of their size or geographic location in the U.S. and Canada, and leverage housing and commercial/industrial construction growth wherever it occurs. Third, during housing industry downturns, many insulation contractors who buy directly from manufacturers during industry peaks return to purchasing through specialty distributors. As a result, this helps to reduce our exposure to cyclical swings in our business.
For additional details pertaining to our operating results by segment, see Note 7 – Segment Information to our unaudited condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report. For additional details regarding our strategy, material trends in our business and seasonality, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report for the year ended December 31, 2023, as filed with the SEC on February 28, 2024.
The following discussion and analysis contains forward-looking statements and should be read in conjunction with the unaudited condensed consolidated financial statements, the notes thereto, and the section entitled “Forward-Looking Statements” included in this Quarterly Report.
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THIRD QUARTER 2024 VERSUS THIRD QUARTER 2023
The following table sets forth our net sales, gross profit, operating profit, and margins, as reported in our condensed consolidated statements of operations, in thousands:
Three Months Ended September 30, | |||||||||||
2024 | 2023 | ||||||||||
Net sales | $ | 1,373,268 | $ | 1,326,120 | |||||||
Cost of sales | 951,455 | 905,430 | |||||||||
Cost of sales ratio | 69.3 | % | 68.3 | % | |||||||
Gross profit | 421,813 | 420,690 | |||||||||
Gross profit margin | 30.7 | % | 31.7 | % | |||||||
Selling, general, and administrative expense | 177,820 | 183,198 | |||||||||
Selling, general, and administrative expense to sales ratio | 12.9 | % | 13.8 | % | |||||||
Operating profit | 243,993 | 237,492 | |||||||||
Operating profit margin | 17.8 | % | 17.9 | % | |||||||
Other expense, net | (16,094) | (12,815) | |||||||||
Income tax expense | (58,939) | (57,075) | |||||||||
Net income | $ | 168,960 | $ | 167,602 | |||||||
Net margin | 12.3 | % | 12.6 | % |
Sales and Operations
Net sales increased 3.6% for the three months ended September 30, 2024, from the comparable period of 2023. The increase was primarily driven by a 2.4% increase in sales from acquisitions, a 1.0% impact from higher selling prices and a 0.4% increase in sales volume, partially offset by a decline of 0.1% driven by the disposition of a non-core business.
Gross profit margins were 30.7% and 31.7% for the three months ended September 30, 2024 and 2023, respectively. The decline in gross profit margin is primarily due to higher material costs and lower benefit of sales mix compared to the same period of the prior year, partially offset by improved productivity and higher pricing.
Selling, general, and administrative expenses as a percentage of sales were 12.9% and 13.8% for the three months ended September 30, 2024 and 2023, respectively. Selling, general, and administrative expenses as a percentage of sales were lower primarily due to less acquisition related costs in 2024.
Operating margins were 17.8% and 17.9% for the three months ended September 30, 2024 and 2023, respectively. The decrease in operating margins was due to higher material costs and lower benefit of sales mix, partially offset by higher selling prices, productivity initiatives, and lower acquisition related costs in 2024.
23
Business Segment Results
The following table sets forth our net sales and operating profit margins by business segment, in thousands:
Three Months Ended September 30, | |||||||||
| 2024 |
| 2023 |
| Percent Change |
| |||
Net sales by business segment: | |||||||||
Installation | $ | 856,350 | $ | 821,673 | 4.2 | % | |||
Specialty Distribution | 600,387 | 571,009 | 5.1 | % | |||||
Intercompany eliminations | (83,469) | (66,562) | |||||||
Net sales | $ | 1,373,268 | $ | 1,326,120 | 3.6 | % | |||
Operating profit by business segment: | |||||||||
Installation | $ | 172,243 | $ | 175,218 | (1.7) | % | |||
Specialty Distribution | 94,911 | 88,269 | 7.5 | % | |||||
Intercompany eliminations | (13,476) | (11,501) | |||||||
Operating profit before general corporate expense | 253,678 | 251,986 | 0.7 | % | |||||
General corporate expense, net | (9,685) | (14,494) | |||||||
Operating profit | $ | 243,993 | $ | 237,492 | 2.7 | % | |||
Operating profit margins: | |||||||||
Installation | 20.1 | % | 21.3 | % | |||||
Specialty Distribution | 15.8 | % | 15.5 | % | |||||
Operating profit margin before general corporate expense | 18.5 | % | 19.0 | % | |||||
Operating profit margin | 17.8 | % | 17.9 | % |
Installation
Sales
Sales in our Installation segment increased $34.7 million, or 4.2%, for the three months ended September 30, 2024, as compared to the same period in 2023. Sales increased 2.9% from acquisitions, 1.1% from higher selling prices, and 0.5% due to higher sales volume, partially offset by a decline of 0.2% driven by the disposition of a non-core business.
Operating margins
Operating margins in our Installation segment were 20.1% and 21.3% for the three months ended September 30, 2024 and 2023, respectively. The decline in operating margin was driven by higher material costs and lower benefit of sales mix, which was partially offset by higher selling prices and productivity initiatives.
Specialty Distribution
Sales
Sales in our Specialty Distribution segment increased $29.4 million, or 5.1%, for the three months ended September 30, 2024, as compared to the same period in 2023. Sales increased 3.0% due to higher sales volume, 1.4% from acquisitions and 0.8% from higher selling prices.
Operating margins
Operating margins in our Specialty Distribution segment were 15.8% and 15.5% for the three months ended September 30, 2024 and 2023, respectively. The increase in operating margin was driven by productivity initiatives, higher sales volume and higher selling prices, partially offset by higher material costs.
24
OTHER ITEMS
Other expense, net
Other expense, net, increased to $16.1 million from $12.8 million in the three months ended September 30, 2024 and 2023, respectively. The increase was driven by $3.0 million lower interest income due to lower cash balances than the prior year. Interest and other expenses remained relatively flat compared to the prior period.
Income tax expense
Income tax expense was $58.9 million, an effective tax rate of 25.9 percent, for the three months ended September 30, 2024, compared to $57.1 million, an effective tax rate of 25.4 percent, for the comparable period in 2023. The tax rate for the three months ended September 30, 2024 was higher primarily related to share-based compensation.
FIRST NINE MONTHS 2024 VERSUS FIRST NINE MONTHS 2023
The following table sets forth our net sales, gross profit, operating profit, and margins, as reported in our condensed consolidated statements of operations, in thousands:
Nine Months Ended September 30, | |||||||
| 2024 |
| 2023 |
| |||
Net sales | $ | 4,017,597 | $ | 3,908,620 | |||
Cost of sales | 2,784,712 | 2,695,916 | |||||
Cost of sales ratio | 69.3 | % | 69.0 | % | |||
Gross profit | 1,232,885 | 1,212,704 | |||||
Gross profit margin | 30.7 | % | 31.0 | % | |||
Selling, general, and administrative expense | 563,992 | 538,679 | |||||
Selling, general, and administrative expense to sales ratio | 14.0 | % | 13.8 | % | |||
Operating profit | 668,893 | 674,025 | |||||
Operating profit margin | 16.6 | % | 17.2 | % | |||
Other expense, net | (30,824) | (42,885) | |||||
Income tax expense | (166,005) | (163,270) | |||||
Net income | $ | 472,064 | $ | 467,870 | |||
Net margin | 11.7 | % | 12.0 | % |
Sales and Operations
Net sales increased 2.8% for the nine months ended September 30, 2024, from the comparable period in 2023. The increase was primarily driven by a 2.5% increase in sales from acquisitions and a 1.2% impact from higher selling prices, partially offset by a 0.5% decline in sales volume and a decline of 0.4% driven by the disposition of a non-core business.
Gross profit margins were 30.7% and 31.0% for the nine months ended September 30, 2024 and 2023, respectively. The decline in gross profit margin is primarily due to higher material costs and lower benefit of sales mix compared to the same period of the prior year, partially offset by improved productivity and higher selling prices.
Selling, general, and administrative expenses as a percentage of sales were 14.0% and 13.8% for the nine months ended September 30, 2024 and 2023, respectively. Selling, general, and administrative expenses as a percentage of sales were higher due to a $23.0 million fee paid to terminate our agreement to acquire SPI.
25
Operating margins were 16.6% and 17.2% for the nine months ended September 30, 2024 and 2023, respectively. The decline in operating margins was due to higher material costs, lower benefit of sales mix, and increased selling, general, and administrative expenses from a $23.0 million fee paid to terminate our agreement to acquire SPI. These impacts were partially offset by productivity initiatives and higher selling prices.
Business Segment Results
The following table sets forth our net sales and operating profit margins by business segment, in thousands:
Nine Months Ended September 30, | |||||||||
| 2024 |
| 2023 |
| Percent Change | ||||
Net sales by business segment: | |||||||||
Installation | $ | 2,506,076 | $ | 2,397,818 | 4.5 | % | |||
Specialty Distribution | 1,739,007 | 1,703,871 | 2.1 | % | |||||
Intercompany eliminations | (227,486) | (193,069) | |||||||
Net sales | $ | 4,017,597 | $ | 3,908,620 | 2.8 | % | |||
Operating profit by business segment: | |||||||||
Installation | $ | 499,717 | $ | 494,394 | 1.1 | % | |||
Specialty Distribution | 261,862 | 247,583 | 5.8 | % | |||||
Intercompany eliminations | (37,076) | (32,672) | |||||||
Operating profit before general corporate expense | 724,503 | 709,305 | 2.1 | % | |||||
General corporate expense, net | (55,610) | (35,280) | |||||||
Operating profit | $ | 668,893 | $ | 674,025 | (0.8) | % | |||
Operating profit margins: | |||||||||
Installation | 19.9 | % | 20.6 | % | |||||
Specialty Distribution | 15.1 | % | 14.5 | % | |||||
Operating profit margin before general corporate expense | 18.0 | % | 18.1 | % | |||||
Operating profit margin | 16.6 | % | 17.2 | % |
Installation
Sales
Sales in our Installation segment increased $108.3 million, or 4.5%, for the nine months ended September 30, 2024, as compared to the same period in 2023. Sales increased 3.4% from acquisitions, 1.2% from higher selling prices, and 0.6% due to higher sales volume, partially offset by a decline of 0.6% driven by the disposition of a non-core business.
Operating margins
Operating margins in our Installation segment were 19.9% and 20.6% for the nine months ended September 30, 2024 and 2023, respectively. The decline in operating margin was driven by higher material costs and change in sales mix which was partially offset by higher selling prices and productivity initiatives.
Specialty Distribution
Sales
Sales in our Specialty Distribution segment increased $35.1 million, or 2.1%, for the nine months ended September 30, 2024, as compared to same period in 2023. Sales increased 1.2% from higher selling prices and 1.0% from acquisitions, partially offset by a decline of 0.2% in sales volume.
Operating margins
Operating margins in our Specialty Distribution segment were 15.1% and 14.5% for the nine months ended September 30, 2024 and 2023, respectively. The increase in operating margin was driven by productivity initiatives and higher selling prices partially offset by higher material costs.
26
OTHER ITEMS
Other expense, net
Other expense, net, decreased to $30.8 million for the nine months ended September 30, 2024 from $42.9 million in the nine months ended September 30, 2023. The decrease was driven by $11.6 million of higher interest income due to higher levels of invested cash balances during the period. The increase in interest income was partially offset by higher interest expense of $0.4 million for the nine months ended September 30, 2024 due to higher interest rates on borrowings under the Credit Agreement compared to the same period in 2023.
Income tax expense
Income tax expense was $166.0 million, an effective tax rate of 26.0 percent, for the nine months ended September 30, 2024 compared to $163.3 million, an effective tax rate of 25.9 percent, for the comparable period in 2023. The tax rate for nine months ended September 30, 2024 was higher, driven by an increase in tax expense related to share-based compensation.
Cash Flows and Liquidity
Significant sources (uses) of cash and cash equivalents are summarized for the periods indicated, in thousands:
Nine Months Ended September 30, | ||||||
| 2024 |
| 2023 | |||
Changes in cash and cash equivalents: | ||||||
Net cash provided by operating activities | $ | 509,798 | $ | 588,478 | ||
Net cash used in investing activities |
| (142,918) |
| (181,016) | ||
Net cash used in financing activities | (957,701) | (31,872) | ||||
Impact of exchange rate changes on cash | (402) | (47) | ||||
Net (decrease) increase in cash and cash equivalents | $ | (591,223) | $ | 375,543 |
Net cash flows provided by operating activities decreased $78.7 million for the nine months ended September 30, 2024, as compared to the prior year period. Net income of $472.1 million was essentially flat to the prior year period, even considering the $23.0 million fee paid to terminate our agreement to acquire SPI, while operating profit declined by $5.1 million primarily due material cost increases. We also incurred increases in working capital accounts, leading to more cash used in operations.
Net cash used in investing activities was $142.9 million for the nine months ended September 30, 2024, primarily composed of $88.5 million for our acquisitions and $56.8 million for purchases of property and equipment, mainly vehicles, partially offset by $2.3 million proceeds received from the sale of assets. Net cash used in investing activities was $181.0 million for the nine months ended September 30, 2023, primarily composed of $147.6 million for our acquisitions and $48.1 million for purchases of property and equipment, mainly vehicles and equipment, partially offset by $14.7 million proceeds received from the sale of assets.
Net cash used in financing activities was $957.7 million for the nine months ended September 30, 2024. During the nine months ended September 30, 2024, we used $919.2 million to repurchase shares of our common stock under the 2022 and 2024 Repurchase Programs, $35.7 million for debt repayments and incurred $2.9 million net cash outflow related to exercise of share-based incentive awards and stock options. Net cash used in financing activities was $31.9 million for the nine months ended September 30, 2023. During the nine months ended September 30, 2023, we used $27.7 million for debt repayments, and incurred $3.9 million net cash outflow related to exercise of share-based incentive awards and stock options.
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We have access to liquidity through our cash from operations and available borrowing capacity under our Credit Agreement, which provides for borrowing and/or standby letter of credit issuances of up to $500 million under the Revolving Facility. Additional information regarding our outstanding debt and borrowing capacity is incorporated by reference from Note 5 – Long-term Debt to our unaudited condensed consolidated financial statements contained in Part 1, Item 1 of this Quarterly Report.
The following table summarizes our liquidity, in thousands:
As of | ||||||
September 30, | December 31, | |||||
| 2024 |
| 2023 | |||
Cash and cash equivalents (a) | $ | 257,342 | $ | 848,565 | ||
Revolving facility | 500,000 | 500,000 | ||||
Less: standby letters of credit | (63,770) | (63,770) | ||||
Availability under Revolving facility | 436,230 | 436,230 | ||||
Total liquidity | $ | 693,572 | $ | 1,284,795 |
(a) | Our cash and cash equivalents consist of AAA-rated money market funds as well as cash held in our demand deposit accounts. |
We believe that our cash flows from operations, combined with our current cash levels and available borrowing capacity, will be adequate to support our ongoing operations and known contractual obligations including funding our debt service requirements, capital expenditures, lease obligations and working capital needs for at least the next twelve months. We also have adequate liquidity to maintain off-balance sheet arrangements for short-term leases, letters of credit, and performance and license bonds.
OUTLOOK
Residential New Construction
Several key inflation metrics improved in the third quarter and the labor market remains strong. Demand for single-family housing has improved more gradually than anticipated as growth slowed in the second half of the year compared to the first two quarters. Demand continues to be uneven across the country.
Demand for multi-family homes has declined in comparison to last year, however our 2024 multi-family sales have grown due to the strong backlog we brought into the year. We expect multi-family sales will continue to slow as we move into 2025. Multi-family housing units typically require approximately 40% of the insulation that a single-family unit requires.
As a result of years of underbuilding in the United States, an overall shortage of housing across the country persists, and we continue to be optimistic about the long-term fundamentals of our business. We believe demand for homes will be supported by strengthening energy efficiency requirements, moderating interest rates and increasing household formations.
Commercial and Industrial Construction
Our commercial backlog is strong, and our bidding activity is active, both of which continue to support our positive view of commercial/industrial sales at our Installation and Specialty Distribution segments. Some projects have been delayed in 2024, but we have not seen an uptick in cancellations. We remain optimistic that lower interest rates in the future will unlock projects across many industries. In addition, recurring maintenance and repair work on industrial sites serves as a continued driver for our Specialty Distribution business.
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OFF-BALANCE SHEET ARRANGEMENTS
We had no material off-balance sheet arrangements during the nine months ended September 30, 2024, other than short-term leases, letters of credit, and performance and license bonds, which have been disclosed in Part 1, Item 1 of this Quarterly report.
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. We also have bonds outstanding for license and insurance.
The following table summarizes our outstanding performance, licensing, insurance, and other bonds, in thousands:
As of | ||||||
September 30, 2024 | December 31, 2023 | |||||
Outstanding bonds: | ||||||
Performance bonds | $ | 152,259 | $ | 145,982 | ||
Licensing, insurance, and other bonds | 28,472 | 27,415 | ||||
Total bonds | $ | 180,731 | $ | 173,397 |
CONTRACTUAL OBLIGATIONS
There have been no material changes to our contractual obligations from those previously disclosed in our Annual Report for the year ended December 31, 2023, as filed with the SEC on February 28, 2024.
CRITICAL ACCOUNTING POLICIES
We prepare our condensed consolidated financial statements in conformity with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of sales and expenses during the reporting period. Actual results could differ from those estimates. Our critical accounting policies have not changed from those previously reported in our Annual Report for the year ended December 31, 2023, as filed with the SEC on February 28, 2024.
APPLICATION OF NEW ACCOUNTING STANDARDS
Information regarding the application of new accounting standards is incorporated by reference from Note 2 – Accounting Policies to our unaudited condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.
FORWARD-LOOKING STATEMENTS
Statements contained in this report that reflect our views about future periods, including our future plans and performance, constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “will,” “would,” “should,” “anticipate,” “expect,” “believe,” “designed,” “plan,” “may,” “project,” “estimate” or “intend,” the negative of these terms, and similar references to future periods. These views involve risks and uncertainties that are difficult to predict and, accordingly, our actual results may differ materially from the results discussed in our forward-looking statements. We caution you against unduly relying on any of these forward-looking statements. Our future performance may be affected by the duration and impact of negative macro-economic impacts on the United States economy, specifically with respect to residential, commercial/industrial construction, our ability to collect our receivables from our customers, our reliance on residential new construction, residential repair/remodel, and commercial/industrial construction; our reliance on third-party suppliers and manufacturers; our ability to attract, develop, and retain talented personnel and our sales and labor force; our ability to maintain consistent practices across our locations; our ability to maintain our competitive position; and our ability to realize the expected benefits of our acquisitions. We discuss the material risks we face under the caption entitled “Risk Factors” in our Annual Report for the year ended December 31, 2023, as filed with the SEC on February 28, 2024, as well as under the caption entitled “Risk Factors” in subsequent reports that we file with the SEC. Our forward-looking statements in this filing speak only as of the date of this filing. Factors or events that could cause our actual results to differ may emerge from time to time and it is not possible for us to predict all of them. Unless required by law, we undertake no obligation to update publicly any forward-looking statements as a result of new information, future events, or otherwise.
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
We have a Term Loan outstanding with a principal balance of $498.8 million and a revolving facility with an aggregate borrowing capacity of $500.0 million. We also have outstanding 3.625% Senior Notes with an aggregate principal balance of $400.0 million and 4.125% Senior Notes with an aggregate principal balance of $500.0 million. The 3.625% Senior Notes and 4.125% Senior Notes bear a fixed rate of interest and therefore are excluded from the calculation below as they are not subject to fluctuations in interest rates.
Interest payable on both the aggregate Term Loan and Revolving Facility is based on a variable interest rate. As a result, we are exposed to market risks related to fluctuations in interest rates on this outstanding indebtedness. As of September 30, 2024, the applicable interest rate as of such date was 5.95%. Based on our outstanding borrowings as of September 30, 2024, a 100-basis point increase in the interest rate would result in a $4.8 million increase in our annualized interest expense. There was no outstanding balance under the Revolving Facility as of September 30, 2024.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2024.
Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) in the most recent fiscal quarter ended September 30, 2024, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The information set forth under the caption “Litigation” in Note 13 – Other Commitments and Contingencies to our unaudited condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report, is incorporated by reference herein.
Item 1A. RISK FACTORS
There have been no material changes to our risk factors as previously disclosed in our Annual Report for the year ended December 31, 2023, as filed with the SEC on February 28, 2024 which are incorporated by reference herein.
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Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information regarding the repurchase of our common stock for the three months ended September 30, 2024, in thousands, except share and per share data:
Period | Total Number of Shares Purchased | Average Price Paid per Common Share (a) | Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||
July 1, 2024 - July 31, 2024 | 415,999 | $ | 394.15 | 415,999 | $ | 485,197 | ||||
August 1, 2024 - August 31, 2024 | 538,944 | $ | 381.45 | 538,944 | $ | 279,619 | ||||
September 1, 2024 - September 30, 2024 | 119,875 | $ | 370.38 | 119,875 | $ | 235,220 | ||||
Total | 1,074,818 | $ | 385.13 | 1,074,818 |
(a) | These amounts exclude the 1% excise tax mandated by the Inflation Reduction Act on share repurchases. |
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
During the quarter ended September 30, 2024, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the
Item 6. EXHIBITS
The Exhibits listed on the accompanying Index to Exhibits are filed or furnished (as noted on such Index) as part of this Quarterly Report and incorporated herein by reference.
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INDEX TO EXHIBITS
| Incorporated by Reference | Filed | ||||||||
Exhibit No. |
| Exhibit Title |
| Form |
| Exhibit |
| Filing Date |
| Herewith |
10.16† | TopBuild Corp. Executive Severance Plan, as amended October 28, 2024 | X | ||||||||
31.1 | X | |||||||||
31.2 | X | |||||||||
32.1‡ | ||||||||||
32.2‡ | ||||||||||
101.INS | Inline XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | X | ||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | ||||||||
‡Furnished herewith | ||||||||||
†Indicates management contract or compensatory plan, contract or arrangement. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TOPBUILD CORP. | |||||
|
| |||||
|
| |||||
| By: | /s/ Madeline Otero | ||||
| Name: | Madeline Otero | ||||
| Title: | Vice President and Chief Accounting Officer | ||||
(Principal Accounting Officer) |
November 5, 2024
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