0001633931false00016339312024-08-062024-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 6, 2024

TopBuild Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-36870

47-3096382

(State or other Jurisdiction of

(Commission

(IRS Employer

Incorporation)

File Number)

Identification No.)

475 North Williamson Boulevard

Daytona Beach, Florida

32114

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (386) 304-2200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

BLD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02.  Results of Operations and Financial Condition.

On August 6, 2024, TopBuild Corp., a Delaware corporation (the “Company”), issued a press release announcing its financial results for the quarter ended June 30, 2024 (the “Press Release”).  The Press Release, which is furnished as Exhibit 99.1, and the information included in Item 7.01 of this Current Report on Form 8-K (this “Report”) are incorporated by reference in this Item 2.02.

The information in the Press Release and in this Item 2.02 is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section.  Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except to the extent such other filing specifically incorporates such information by reference.

Item 7.01.  Regulation FD Disclosure.

On August 6, 2024, the Company issued the Press Release.  The Press Release, which is furnished as Exhibit 99.1, and the information included in Item 2.02 of this Report are incorporated by reference in this Item 7.01.

The information in the Press Release and in this Item 7.01 is “furnished” and not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.  Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act except to the extent such other filing specifically incorporates such information by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

Exhibit
Number

    

Description

99.1 

Press release issued by TopBuild Corp., dated August 6, 2024, announcing its financial results for the quarter ended June 30, 2024.

104

Cover Page Interactive Data File (formatted as Inline XBRL)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TOPBUILD CORP.

By:

/s/ Madeline Otero

 

 

Name:

Madeline Otero

 

 

Title:

Vice President and Chief Accounting Officer
(Principal Accounting Officer)

Dated: August 6, 2024

 

 

3

Exhibit 99.1

Graphic

TopBuild Reports Second Quarter Results

Both segments drive growth, resulting in second quarter sales of $1.37 billion

Delivered gross margin of 31% and adjusted EBITDA margin of 20.3%

Revises 2024 guidance to $5.3 to $5.5 billion in revenue and $1.055 to $1.125 billion in adjusted EBITDA


DAYTONA BEACH, FL – August 6, 2024 TopBuild Corp. (NYSE:BLD) a leading installer and specialty distributor of insulation and building material products to the construction industry in the United States and Canada today reported results for the second quarter ended June 30, 2024.

“We’re pleased with our solid results in the second quarter, as our teams continued to focus on growth and profitability across the business. We grew sales 3.7% to $1.37 billion and delivered adjusted EBITDA of $277.7 million and adjusted EBITDA margin of 20.3%. Excluding the benefit from higher-than-normal multi-family and commercial margins in the second and third quarter of 2023,1 we delivered our highest level of sales and profitability in our history,” said Robert Buck, President and Chief Executive Officer.

“Both segments delivered sales growth in the second quarter, however volume was less than anticipated due to higher interest rates, project delays and supply constraints that continue to impact results across some residential and commercial end markets. Our residential single-family sales continued to improve, and our backlog continues to support our multi-family sales. Commercial and industrial backlogs and bidding activity remain robust.

“The long-term fundamentals for our business are strong, supported by the undersupply of housing in the United States, increasing household formations, the potential for moderating interest rates, and strengthening demand for greater energy efficiency. We expect to continue driving profitable growth and strong free cash flows for TopBuild to reinvest or return to shareholders.

“Year to date, we have completed 6 acquisitions, and our M&A pipeline is very healthy. We are also returning capital to shareholders, and as of June 30, we repurchased approximately 1.25 million shares totaling $505.2 million, underscoring management and our Board’s continued confidence in our future growth and capital allocation approach,” concluded Mr. Buck.

The Company noted that its results for the second quarter of 2023 included an estimated $10 million margin benefit related to certain multi-family/commercial business. In the third quarter of 2023, a similar benefit is estimated to be $15 million.

NYSE:BLD

August 6, 2024

topbuild.com


Financial Highlights

(comparisons are to the periods ended June 30, 2023)

Three Months Ended June 30

$ in thousands

Reported

Adjusted

    

2024

    

2023

    

2024

    

2023

Sales

$

1,365,612

$

1,317,262

$

1,365,612

$

1,317,262

Gross Profit

423,922

421,800

423,922

421,800

Gross Margin

31.0%

32.0%

31.0%

32.0%

SG&A

213,530

184,697

185,893

182,597

SG&A as % of revenue

15.6%

14.0%

13.6%

13.9%

Operating Profit

210,392

237,103

238,029

239,203

Operating Margin

15.4%

18.0%

17.4%

18.2%

Net Income

150,723

164,400

170,800

166,685

Net Income per diluted share

$

4.78

$

5.18

$

5.42

$

5.25

EBITDA

$

277,694

$

275,505

EBITDA Margin

20.3%

20.9%

Six Months Ended June 30

$ in thousands

Reported

Adjusted

    

2024

    

2023

    

2024

    

2023

Sales

$

2,644,329

$

2,582,500

$

2,644,329

$

2,582,500

Gross Profit

811,072

792,015

811,072

792,015

Gross Margin

30.7%

30.7%

30.7%

30.7%

SG&A

386,172

355,481

358,609

349,723

SG&A as % of revenue

14.6%

13.8%

13.6%

13.5%

Operating Profit

424,900

436,534

452,463

442,292

Operating Margin

16.1%

16.9%

17.1%

17.1%

Net Income

303,104

300,270

323,922

305,045

Net Income per diluted share

$

9.56

$

9.47

$

10.22

$

9.62

EBITDA

$

531,513

$

513,830

EBITDA Margin

20.1%

19.9%

NYSE:BLD

August 6, 2024

topbuild.com


Sales Drivers

(comparisons are to the periods ended June 30, 2023)

Three Months Ended June 30, 2024

    

Installation

    

Specialty
Distribution

    

TopBuild,
net of elims

Sales (in millions)

$

851

$

593

$

1,366

Sales Drivers

Volume

1.0%

0.6%

0.0%

Price

1.3%

1.3%

1.3%

M&A

3.8%

1.3%

2.9%

Dispositions

-0.9%

  

-0.6%

Total Sales Change

5.2%

3.2%

3.7%

Six Months Ended June 30, 2024

    

Installation

    

Specialty
Distribution

    

TopBuild,
net of elims

Sales (in millions)

$

1,650

$

1,139

$

2,644

Sales Drivers

Volume

0.7%

-1.8%

-1.0%

Price

1.2%

1.4%

1.3%

M&A

3.7%

0.9%

2.6%

Dispositions

-0.9%

-0.5%

Total Sales Change

4.7%

0.5%

2.4%

Segment Profitability

(comparisons are to the periods ended June 30, 2023)

Three Months Ended June 30, 2024

Six Months Ended June 30, 2024

$ in thousands

    

Installation

    

Specialty
Distribution

    

Installation

    

Specialty
Distribution

Operating Profit

$

170,718

$

89,373

$

327,475

$

166,951

Change

-0.9%

3.9%

2.6%

4.8%

Operating Margin

20.1%

15.1%

19.9%

14.7%

Adj. Operating Profit

$

171,006

$

89,383

$

327,808

$

166,211

Change

-0.9%

4.0%

2.5%

4.1%

Adj. Operating Margin

20.1%

15.1%

19.9%

14.6%

Adj. EBITDA

$

190,036

$

104,810

$

365,435

$

196,907

Change

0.2%

3.7%

3.3%

3.9%

Adj. EBITDA Margin

22.3%

17.7%

22.2%

17.3%

NYSE:BLD

August 6, 2024

topbuild.com


Capital Allocation

2024 Acquisitions

Year to date, the Company has completed the acquisition of 6 insulation companies which are expected to generate approximately $107 million in annual revenue. They are listed in the chart below.

Annual Revenue

Company

    

($millions)

    

Month Closed

Brabble Insulation (I)

$

5.2

February

 

Morris Black & Sons (I)

3.8

March

Pest Control Insulation (D)

25.4

March

Green Space Insulation (I)

6.0

April

Insulation Works (I)

28.0

May

Texas Insulation (I)

38.9

May

Total

$

107.3

I = Installation, D = Specialty Distribution

Share Repurchases

During the quarter, TopBuild repurchased approximately 1.25 million shares totaling $505.2 million (average price of $405.43 per share). $649.2 million remained under the current authorization.

2024 Outlook2

The Company revised its full year 2024 guidance as indicated below. The sales guidance assumes mid-single digit residential growth and low single digit commercial/industrial growth for the year. The Company noted that the revision largely reflects timing of demand, rather than any underlying changes in the business.

$in millions

2024 Outlook

    

Low

    

High

Sales

$

5,300

$

5,500

Adjusted EBITDA*

$

1,055

$

1,125

* See table for Adjusted EBITDA reconciliation.

2 This outlook reflects management’s current view of present and future market conditions and is based on assumptions such as housing starts, general and administrative expenses, and interest rates.  These targets do not include any effects related to potential acquisitions or divestitures that may occur after the date of this press release.  A reconciliation of non-GAAP targets to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, the costs and expenses that may be incurred in the future and therefore, cannot be reasonably predicted. The effect of these excluded items may be significant.  Factors that could cause actual long-term results to differ materially from TopBuild’s current expectations are discussed below and are also detailed in the Company’s most recent Annual Report on Form 10-K and subsequent SEC reports.

Conference Call

A conference call to discuss second quarter 2024 financial results is scheduled for today, Tuesday, August 6, at 9:00 a.m. Eastern Time. The call may be accessed by dialing (877) 407-9037. A simultaneous webcast of the call, along with management’s formal remarks and a presentation, will be available on the Company’s website at www.topbuild.com shortly before the call begins.

NYSE:BLD

August 6, 2024

topbuild.com


About TopBuild

TopBuild Corp., headquartered in Daytona Beach, Florida, is a leading installer and specialty distributor of insulation and related building material products to the construction industry in the United States and Canada.  We provide insulation installation services nationwide through our Installation segment which has approximately 250 branches located across the United States. We distribute building and mechanical insulation, insulation accessories and other building product materials for the residential, commercial, and industrial end markets through our Specialty Distribution business.  Our Specialty Distribution network encompasses approximately 170 branches.  To learn more about TopBuild please visit our website at www.topbuild.com.

Use of Non-GAAP Financial Measures

Adjusted EBITDA, incremental EBITDA margin, adjusted EBITDA margin, the “adjusted” financial measures presented above, and figures presented on a “same branch basis” are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”).  The Company believes that these non-GAAP financial measures, which are used in managing the business, may provide users of this financial information with additional meaningful comparisons between current results and results in prior periods. We define same branch sales as sales from branches in operation for at least 12 full calendar months.  Such non-GAAP financial measures are reconciled to their closest GAAP financial measures in tables contained in this press release.  Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results under GAAP.  Additional information may be found in the Company’s filings with the Securities and Exchange Commission which are available on TopBuild’s website under “SEC Filings” at www.topbuild.com.

Safe Harbor Statement

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act.  These forward-looking statements may address, among other things, our expected financial and operational results, the related assumptions underlying our expected results, and our plan to repurchase our common stock under stock repurchase transactions. These forward-looking statements can be identified by words such as “will,” “would,” “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.  Our forward-looking statements contained herein speak only as of the date of this press release.  Factors or events that we cannot predict, including those described in the risk factors contained in our filings with the Securities and Exchange Commission, may cause our actual results to differ from those expressed in forward-looking statements.  Although TopBuild believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be achieved and it undertakes no obligation to update any forward-looking statements as a result of new information, future events, or otherwise, except as required by applicable law.

Investor Relations and Media Contact

PI Aquino

pi.aquino@topbuild.com
386-763-8801

(tables follow)

NYSE:BLD

August 6, 2024

topbuild.com


TopBuild Corp.

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except share and per common share amounts)

Three Months Ended June 30, 

Six Months Ended June 30, 

2024

2023

2024

2023

Net sales

$

1,365,612

    

$

1,317,262

    

$

2,644,329

    

$

2,582,500

Cost of sales

941,690

895,462

1,833,257

1,790,485

Gross profit

423,922

421,800

811,072

792,015

Selling, general, and administrative expense

213,530

184,697

386,172

355,481

Operating profit

210,392

237,103

424,900

436,534

Other income (expense), net:

Interest expense

(18,568)

(18,558)

(37,363)

(36,597)

Other, net

11,350

4,605

22,632

6,528

Other expense, net

(7,218)

(13,953)

(14,731)

(30,069)

Income before income taxes

203,174

223,150

410,169

406,465

Income tax expense

(52,451)

(58,750)

(107,065)

(106,195)

Net income

$

150,723

$

164,400

$

303,104

$

300,270

Net income per common share:

Basic

$

4.81

$

5.20

$

9.63

$

9.51

Diluted

$

4.78

$

5.18

$

9.56

$

9.47

 

Weighted average shares outstanding:

Basic

31,324,833

31,599,744

31,483,144

31,575,337

Diluted

31,524,063

31,731,807

31,693,524

31,722,660

NYSE:BLD

August 6, 2024

topbuild.com


TopBuild Corp.

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(in thousands)

Three Months Ended June 30, 

Six Months Ended June 30, 

2024

2023

2024

2023

Net income

$

150,723

$

164,400

$

303,104

$

300,270

Other comprehensive (loss) income:

Foreign currency translation adjustment

(1,836)

4,283

(5,928)

6,037

Comprehensive income

$

148,887

$

168,683

$

297,176

$

306,307

NYSE:BLD

August 6, 2024

topbuild.com


TopBuild Corp.

Condensed Consolidated Balance Sheets and Other Financial Data (Unaudited)

(dollars in thousands)

As of

June 30, 2024

December 31, 2023

ASSETS

Current assets:

Cash and cash equivalents

$

463,221

$

848,565

Receivables, net of an allowance for credit losses of $22,718 at June 30, 2024, and $23,948 at December 31, 2023

859,725

 

799,009

Inventories

393,810

 

364,731

Prepaid expenses and other current assets

43,550

 

36,939

Total current assets

1,760,306

 

2,049,244

Right of use assets

191,048

 

204,629

Property and equipment, net

267,523

 

264,487

Goodwill

2,090,788

 

2,042,568

Other intangible assets, net

583,141

 

591,058

Other assets

10,187

 

10,865

Total assets

$

4,902,993

$

5,162,851

LIABILITIES

Current liabilities:

Accounts payable

$

461,139

$

469,585

Current portion of long-term debt

45,665

47,039

Accrued liabilities

176,753

 

187,217

Short-term operating lease liabilities

66,953

 

65,780

Short-term finance lease liabilities

1,739

1,917

Total current liabilities

752,249

 

771,538

Long-term debt

1,351,969

 

1,373,028

Deferred tax liabilities, net

243,790

 

243,930

Long-term portion of insurance reserves

60,402

58,783

Long-term operating lease liabilities

132,529

146,213

Long-term finance lease liabilities

3,318

4,150

Other liabilities

1,422

 

1,554

Total liabilities

2,545,679

 

2,599,196

EQUITY

2,357,314

 

2,563,655

Total liabilities and equity

$

4,902,993

$

5,162,851

As of June 30,

    

2024

2023

Other Financial Data

Receivable days

51

50

Inventory days

39

39

Accounts payable days

57

64

Receivables, net plus inventories less accounts payable

$

792,396

$

774,111

Receivables, net plus inventories less accounts payable as a percent of sales (TTM) †

14.8

%

14.9

%

Trailing 12 months sales have been adjusted for the pro forma effect of acquired branches

NYSE:BLD

August 6, 2024

topbuild.com


TopBuild Corp.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)

Six Months Ended June 30, 

2024

2023

Cash Flows Provided by (Used in) Operating Activities:

    

    

Net income

$

303,104

$

300,270

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

69,291

64,652

Share-based compensation

9,759

6,886

(Gain)/loss on sale of assets

(131)

621

Amortization of debt issuance costs

1,440

1,440

Provision for bad debt expense

9,874

4,031

Provision for inventory obsolescence

4,892

3,290

Change in certain assets and liabilities:

Receivables, net

(58,411)

(37,247)

Inventories

(30,758)

54,623

Prepaid expenses and other current assets

(6,595)

8,897

Accounts payable

(17,480)

(8,806)

Accrued liabilities

(13,348)

(13,872)

Other, net

(2,509)

1,012

Net cash provided by operating activities

269,128

385,797

Cash Flows Provided by (Used in) Investing Activities:

Purchases of property and equipment

(35,974)

(30,672)

Acquisition of businesses, net of cash acquired

(88,123)

(45,948)

Proceeds from sale of assets

2,150

782

Net cash used in investing activities

(121,947)

(75,838)

Cash Flows Provided by (Used in) Financing Activities:

Repayment of long-term debt

(23,873)

(18,829)

Taxes withheld and paid on employees' equity awards

(6,059)

(6,350)

Exercise of stock options

3,224

1,497

Repurchase of shares of common stock

(505,241)

Payment of contingent consideration

(300)

Net cash used in financing activities

(531,949)

(23,982)

Impact of exchange rate changes on cash

(576)

281

Net (decrease) increase in cash and cash equivalents

(385,344)

286,258

Cash and cash equivalents - Beginning of period

 

848,565

 

240,069

Cash and cash equivalents - End of period

$

463,221

$

526,327

Supplemental disclosure of noncash activities:

Leased assets obtained in exchange for new operating lease liabilities

$

20,180

$

26,310

Accruals for property and equipment

277

1,449

Excise taxes capitalized to treasury stock

5,202

NYSE:BLD

August 6, 2024

topbuild.com


TopBuild Corp.

Segment Data (Unaudited)

(dollars in thousands)

Three Months Ended June 30, 

Six Months Ended June 30, 

2024

2023

Change

2024

2023

Change

Installation

Sales

$

850,983

$

809,055

5.2

%

$

1,649,726

$

1,576,145

4.7

%

Operating profit, as reported

$

170,718

$

172,278

$

327,475

$

319,176

Operating margin, as reported

20.1

%

21.3

%

19.9

%

20.3

%

Acquisition related costs

288

227

333

490

Operating profit, as adjusted

$

171,006

$

172,505

$

327,808

$

319,666

Operating margin, as adjusted

20.1

%

21.3

%

19.9

%

20.3

%

Share-based compensation

318

310

648

689

Depreciation and amortization

18,712

16,791

36,979

33,284

EBITDA, as adjusted

$

190,036

$

189,606

0.2

%

$

365,435

$

353,639

3.3

%

EBITDA margin, as adjusted

22.3

%

23.4

%

22.2

%

22.4

%

Specialty Distribution

Sales

$

592,826

$

574,488

3.2

%

$

1,138,620

$

1,132,862

0.5

%

Operating profit, as reported

$

89,373

$

85,980

$

166,951

$

159,313

Operating margin, as reported

15.1

%

15.0

%

14.7

%

14.1

%

Rationalization charges

(750)

Acquisition related costs

10

10

340

Operating profit, as adjusted

$

89,383

$

85,980

$

166,211

$

159,653

Operating margin, as adjusted

15.1

%

15.0

%

14.6

%

14.1

%

Share-based compensation

380

316

813

554

Depreciation and amortization

15,047

14,740

29,883

29,312

EBITDA, as adjusted

$

104,810

$

101,036

3.7

%

$

196,907

$

189,519

3.9

%

EBITDA margin, as adjusted

17.7

%

17.6

%

17.3

%

16.7

%

NYSE:BLD

August 6, 2024

topbuild.com


TopBuild Corp.

Adjusted EBITDA (Unaudited)

(dollars in thousands)

Three Months Ended June 30, 

Six Months Ended June 30, 

2024

2023

Change

2024

2023

Change

Total net sales

Sales before eliminations

$

1,443,809

$

1,383,543

$

2,788,346

$

2,709,007

Intercompany eliminations

(78,197)

(66,281)

(144,017)

(126,507)

Net sales after eliminations

$

1,365,612

$

1,317,262

3.7

%

$

2,644,329

$

2,582,500

2.4

%

Operating profit, as reported - segments

$

260,091

$

258,258

$

494,426

$

478,489

General corporate expense, net

(36,859)

(9,957)

(45,926)

(20,786)

Intercompany eliminations

(12,840)

(11,198)

(23,600)

(21,169)

Operating profit, as reported

$

210,392

$

237,103

$

424,900

$

436,534

Operating margin, as reported

15.4

%

18.0

%

16.1

%

16.9

%

Rationalization charges

258

-

(492)

-

Acquisition related costs †

4,379

2,100

5,055

5,758

Acquisition termination fee

23,000

-

23,000

-

Operating profit, as adjusted

$

238,029

$

239,203

$

452,463

$

442,292

Operating margin, as adjusted

17.4

%

18.2

%

17.1

%

17.1

%

Share-based compensation

4,632

3,751

9,759

6,886

Depreciation and amortization

35,033

32,551

69,291

64,652

EBITDA, as adjusted

$

277,694

$

275,505

0.8

%

$

531,513

$

513,830

3.4

%

EBITDA margin, as adjusted

20.3

%

20.9

%

20.1

%

19.9

%

Sales change period over period

48,350

61,829

EBITDA, as adjusted, change period over period

2,189

17,683

Incremental EBITDA, as adjusted, as a percentage of change in sales

4.5

%

28.6

%

† Acquisition related costs include corporate level adjustments as well as segment operating adjustments.

NYSE:BLD

August 6, 2024

topbuild.com


TopBuild Corp.

Same Branch and Acquisition Metrics (Unaudited)

(dollars in thousands)

Three Months Ended June 30, 

Six Months Ended June 30, 

2024

2023

2024

2023

Net sales

Same branch:

Installation

$

820,243

$

802,086

$

1,592,184

$

1,562,737

Specialty Distribution

585,181

574,488

1,128,626

1,132,862

Eliminations

(78,197)

(66,281)

(144,017)

(126,507)

Total same branch

$

1,327,227

$

1,310,293

$

2,576,793

$

2,569,092

Acquisitions (a):

Installation

$

30,740

$

-

$

57,542

$

-

Specialty Distribution

7,645

-

9,994

-

Total acquisitions

$

38,385

$

-

67,536

-

Dispositions (b):

Installation

$

-

$

6,969

$

-

$

13,408

Total dispositions

-

6,969

-

13,408

Total net sales

$

1,365,612

$

1,317,262

$

2,644,329

$

2,582,500

EBITDA, as adjusted

Same branch

$

271,096

$

274,113

$

521,202

$

511,305

Acquisitions (a)

6,598

-

10,311

-

Dispositions (b)

-

1,392

-

2,525

Total

$

277,694

$

275,505

$

531,513

$

513,830

EBITDA, as adjusted, as a percentage of sales

Same branch (c)

20.4

%

20.2

%

Acquisitions (d)

17.2

%

15.3

%

Total (e)

20.3

%

20.9

%

20.1

%

19.9

%

As Adjusted Incremental EBITDA, as a percentage of change in sales

Same branch (f)

NM

128.5

%

Acquisitions (d)

17.2

%

15.3

%

Total (g)

4.5

%

28.6

%


(a) Represents current year impact of acquisitions in their first twelve months

(b) Represents operating results in prior period previously classified as same branch

(c) Same branch metric, as adjusted, as a percentage of same branch sales

(d) Acquired metric, as adjusted, as a percentage of acquired sales

(e) Total EBITDA, as adjusted, as a percentage of total sales

(f) Change in same branch EBITDA, as adjusted, as a percentage of change in same branch sales

(g) Change in total EBITDA, as adjusted, as a percentage of change in total sales

NM Not Meaningful

NYSE:BLD

August 6, 2024

topbuild.com


TopBuild Corp.

Non-GAAP Reconciliations (Unaudited)

(in thousands, except share and per common share amounts)

Three Months Ended June 30, 

Six Months Ended June 30, 

2024

2023

2024

2023

Gross Profit Reconciliation

Net sales

$

1,365,612

$

1,317,262

$

2,644,329

$

2,582,500

Gross profit, as reported

$

423,922

$

421,800

$

811,072

$

792,015

Acquisition related costs

-

-

-

-

Gross profit, as adjusted

$

423,922

$

421,800

$

811,072

$

792,015

Gross margin, as reported

31.0

%

32.0

%

30.7

%

30.7

%

Gross margin, as adjusted

31.0

%

32.0

%

30.7

%

30.7

%

Selling, General and Administrative Expense Reconciliation

Selling, general, and administrative expense, as reported

$

213,530

$

184,697

$

386,172

$

355,481

Rationalization charges

258

-

(492)

-

Acquisition related costs

4,379

2,100

5,055

5,758

Acquisition termination fee

23,000

-

23,000

-

Selling, general, and administrative expense, as adjusted

$

185,893

$

182,597

$

358,609

$

349,723

Operating Profit Reconciliation

Operating profit, as reported

$

210,392

$

237,103

$

424,900

$

436,534

Rationalization charges

258

-

(492)

-

Acquisition related costs

4,379

2,100

5,055

5,758

Acquisition termination fee

23,000

-

23,000

-

Operating profit, as adjusted

$

238,029

$

239,203

$

452,463

$

442,292

Operating margin, as reported

15.4

%

18.0

%

16.1

%

16.9

%

Operating margin, as adjusted

17.4

%

18.2

%

17.1

%

17.1

%

Income Per Common Share Reconciliation

Income before income taxes, as reported

$

203,174

$

223,150

$

410,169

$

406,465

Rationalization charges

258

-

(492)

-

Acquisition related costs

4,379

2,100

5,055

5,758

Acquisition termination fee

23,000

-

23,000

-

Income before income taxes, as adjusted

230,811

225,250

437,732

412,223

Tax rate at 26.0%

(60,011)

(58,565)

(113,810)

(107,178)

Income, as adjusted

$

170,800

$

166,685

$

323,922

$

305,045

Income per common share, as adjusted

$

5.42

$

5.25

$

10.22

$

9.62

Weighted average diluted common shares outstanding

31,524,063

31,731,807

31,693,524

31,722,660

NYSE:BLD

August 6, 2024

topbuild.com


TopBuild Corp.

Reconciliation of Adjusted EBITDA to Net Income (Unaudited)

(in thousands)

Three Months Ended June 30, 

Six Months Ended June 30, 

2024

2023

2024

2023

Net income, as reported

$

150,723

$

164,400

$

303,104

$

300,270

Adjustments to arrive at EBITDA, as adjusted:

Interest expense and other, net

7,218

13,953

14,731

30,069

Income tax expense

52,451

58,750

107,065

106,195

Depreciation and amortization

35,033

32,551

69,291

64,652

Share-based compensation

4,632

3,751

9,759

6,886

Rationalization charges

258

-

(492)

-

Acquisition related costs

4,379

2,100

5,055

5,758

Acquisition termination fee

23,000

-

23,000

-

EBITDA, as adjusted

$

277,694

$

275,505

$

531,513

$

513,830

NYSE:BLD

August 6, 2024

topbuild.com


TopBuild Corp.

Acquisition Adjusted Net Sales (Unaudited)

(in thousands)

2023

2024

Trailing Twelve Months Ended

Q3

Q4

Q1

Q2

    

June 30, 2024

Net Sales

$

1,326,120

$

1,286,074

$

1,278,717

$

1,365,612

$

5,256,523

Acquisitions proforma adjustment †

33,549

28,367

24,075

10,603

96,594

Net sales, acquisition adjusted

$

1,359,669

$

1,314,441

$

1,302,792

$

1,376,215

$

5,353,117

† Trailing 12 months sales have been adjusted for the pro forma effect of acquired branches

NYSE:BLD

August 6, 2024

topbuild.com


TopBuild Corp.

2024 Estimated Adjusted EBITDA Range (Unaudited)
(in millions)

Twelve Months Ending December 31, 2024

Low

High

Estimated net income, as reported

$

603.0

$

663.0

Adjustments to arrive at estimated EBITDA, as adjusted:

Interest expense and other, net

48.0

45.0

Income tax expense

212.0

230.0

Depreciation and amortization

144.0

141.0

Share-based compensation

19.0

18.0

Acquisition related costs & rationalization charges

29.0

28.0

Estimated EBITDA, as adjusted

$

1,055.0

$

1,125.0

NYSE:BLD

August 6, 2024

topbuild.com


v3.24.2.u1
Document and Entity Information
Aug. 06, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Aug. 06, 2024
Entity File Number 001-36870
Entity Registrant Name TopBuild Corp
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 47-3096382
Entity Address, Address Line One 475 North Williamson Boulevard
Entity Address, State or Province FL
Entity Address, City or Town Daytona Beach
Entity Address, Postal Zip Code 32114
City Area Code 386
Local Phone Number 304-2200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.01 per share
Trading Symbol BLD
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001633931
Amendment Flag false

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