OVERVIEW

TopBuild, headquartered in Daytona Beach, Florida, is a leading installer and distributor of insulation and other building products to the U.S. construction industry. We trade on the NYSE under the ticker symbol "BLD."

We operate in two segments: Installation (TruTeam) and Distribution (Service Partners). Our Installation segment installs insulation and other building products nationwide through our TruTeam contractor services business, which, as of March 31, 2020, had approximately 200 branches located across the United States. We install various insulation applications, including fiberglass batts and rolls, blown-in loose fill fiberglass, blown-in loose fill cellulose, and polyurethane spray foam. Additionally, we install other building products including gutters, glass and windows, afterpaint products, fireproofing, garage doors, fireplaces, shower enclosures, and closet shelving. 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 Distribution segment sells and distributes insulation and other building products, including gutters, fireplaces, closet shelving, and roofing materials through our Service Partners business, which, as of March 31, 2020, had approximately 75 branches located across the United States. Our Service Partners customer base consists of thousands of insulation contractors of all sizes, gutter contractors, weatherization contractors, other contractors, dealers, metal building erectors, and modular home builders.

We believe that having both TruTeam and Service Partners provides us with a number of distinct competitive advantages. First, the combined buying power of our two business segments, along with our national scale, strengthens our ties to the major manufacturers of insulation and other building 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 distribution allows us to more effectively reach a broader set of builder customers, regardless of their size or geographic location in the U.S., and leverage housing growth wherever it occurs. Third, during industry downturns, many insulation contractors who buy directly from manufacturers during industry peaks return to purchasing through 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, which is incorporated herein by reference. 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, 2019, as filed with the SEC on February 25, 2020, which discussion is hereby incorporated herein by reference.





COVID-19 BUSINESS UPDATE

We continue to monitor the COVID-19 pandemic and its impact on macroeconomic and local economic conditions. To date, with the exception of a few states, residential and commercial construction has been deemed an essential service.

In those locations, the Company continues to operate; however, while net sales during the quarter ended March 31, 2020 increased compared to the prior year period, sales volume was down marginally due to the pandemic. There can be no guarantee that the services we provide will continue to be deemed essential or that other events making the provision of our services challenging or impossible, will not occur. We are taking efforts to ensure the safety of our employees, including increasing our cleaning and sanitizing practices at all locations and for all company vehicles and limiting travel. Additionally, we are not able to predict whether our customers will continue to operate at their current or typical volumes, and such decreases in their operations would have a negative impact on our business. For additional discussion of the potential impact of the COVID-19 pandemic on our business, see the sections entitled "Outlook" and "Risk Factors" included in this Quarterly Report.





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FIRST QUARTER 2020 VERSUS FIRST QUARTER 2019

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.





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 March 31,
                                                                    2020               2019
Net sales                                                     $        653,228    $       619,330
Cost of sales                                                          481,272            463,635
Cost of sales ratio                                                       73.7 %             74.9 %

Gross profit                                                           171,956            155,695
Gross profit margin                                                       26.3 %             25.1 %

Selling, general, and administrative expense                           101,967             99,077
Selling, general, and administrative expense to sales ratio               15.6 %             16.0 %

Operating profit                                                        69,989             56,618
Operating profit margin                                                   10.7 %              9.1 %

Other expense, net                                                     (8,503)            (9,269)
Income tax expense                                                    (10,715)            (9,366)
Net income                                                    $         50,771    $        37,983
Net margin                                                                 7.8 %              6.1 %




Sales and Operations


Net sales increased 5.5 percent for the three months ended March 31, 2020, from the comparable period of 2019. The increase was primarily driven by increased sales volume, increased selling prices, and acquisitions. Sales volume was down marginally due to the reduction in activities since the onset of the COVID-19 pandemic.

Gross profit margins were 26.3 percent and 25.1 percent for the three months ended March 31, 2020 and 2019, respectively. Gross profit margin improved primarily due to favorable fixed cost leverage on higher sales volumes, increased selling prices, and operational efficiencies, partially offset by higher material costs.

Selling, general, and administrative expense, as a percent of sales, was 15.6 percent and 16.0 percent for the three months ended March 31, 2020 and 2019, respectively. Decreased selling, general, and administrative expense as a percent of sales was primarily the result of favorable fixed cost leverage on higher sales volumes and lower acquisition and closure costs.

Operating margins were 10.7 percent and 9.1 percent for the three months ended March 31, 2020 and 2019, respectively. The increase in operating margins was due to favorable fixed cost leverage on higher sales volumes, increased selling prices, operational efficiencies, and lower acquisition and closure costs, partially offset by higher material costs.



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Business Segment Results


The following table sets forth our net sales and operating profit margins by business segment, in thousands:






                                                Three Months Ended March 31,
                                                  2020                2019          Percent Change
Sales by business segment:
Installation                                 $       475,873     $       449,383               5.9 %
Distribution                                         214,223             204,464               4.8 %
Intercompany eliminations                           (36,868)            (34,517)
Net sales                                    $       653,228     $       619,330               5.5 %

Operating profit by business segment:
Installation                                 $        60,351     $        51,299              17.6 %
Distribution                                          24,669              20,597              19.8 %
Intercompany eliminations and other
adjustments                                          (5,833)             (5,674)
Operating profit before general corporate
expense                                               79,187              66,222              19.6 %
General corporate expense, net                       (9,198)             (9,604)
Operating profit                             $        69,989     $        56,618              23.6 %

Operating profit margins:
Installation                                            12.7 %              11.4 %
Distribution                                            11.5 %              10.1 %
Operating profit margin before general
corporate expense                                       12.1 %              10.7 %
Operating profit margin                                 10.7 %               9.1 %




Installation



Sales


Sales in the Installation segment increased $26.5 million, or 5.9 percent, for the three months ended March 31, 2020, as compared to the same period in 2019.

Sales increased 2.7 percent due to volume, 2.2 percent due to increased selling prices, and 1.1 percent due to acquisitions. Sales volume was down marginally due to the reduction in activities since the onset of the COVID-19 pandemic.





Operating margins


Operating margins in the Installation segment were 12.7 percent and 11.4 percent for the three months ended March 31, 2020 and 2019, respectively. The increase in operating margins was due to favorable fixed cost leverage on higher sales volumes, increased selling prices, and operational efficiencies, partially offset by higher material costs.





Distribution



Sales


Sales in the Distribution segment increased $9.8 million, or 4.8 percent, for the three months ended March 31, 2020, as compared to the same period in 2019.

Sales increased 3.8 percent due to volume and 0.9 percent due to increased selling prices. Sales volume was down marginally due to the reduction in activities since the onset of the COVID-19 pandemic.





Operating margins


Operating margins in the Distribution segment were 11.5 percent and 10.1 percent for the three months ended March 31, 2020 and 2019, respectively. The increase in operating margins was due to favorable fixed cost leverage on higher sales volumes, increased selling prices, and operational efficiencies, partially offset by higher material costs.





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OTHER ITEMS



Other expense, net


Other expense, net, which primarily consisted of interest expense, was $8.5 million and $9.3 million for the three months ended March 31, 2020 and 2019, respectively. The decrease was primarily driven by lower LIBOR rates and a lower balance due on our term loan.





Income tax expense


Income tax expense was $10.7 million, an effective tax rate of 17.4 percent, for the three months ended March 31, 2020, compared to $9.4 million, an effective tax rate of 19.8 percent, for the comparable period in 2019. The lower 2020 effective tax rate was due to a larger benefit in 2020 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:






                                                Three Months Ended March 31,
                                                  2020                2019

Changes in cash and cash equivalents: Net cash provided by operating activities $ 72,930 $ 23,522 Net cash used in investing activities

               (36,224)            (10,122)
Net cash used in financing activities               (34,474)            (16,051)
Increase (decrease) for the period           $         2,232     $       (2,651)

Net cash flows provided by operating activities increased $49.4 million for the three months ended March 31, 2020, as compared to the prior year period. The change was primarily due to an increase in net income, the timing of accounts receivable collections and inventory expenditures.

Net cash used in investing activities was $36.2 million for the three months ended March 31, 2020, primarily composed of $15.9 million for purchases of property and equipment, primarily vehicles, and $20.5 million for the acquisitions of Cooper and Hunter. Net cash used in investing activities was $10.1 million for the three months ended March 31, 2019, primarily composed of $10.2 million for purchases of property and equipment, primarily vehicles.

Net cash used in financing activities was $34.5 million for the three months ended March 31, 2020. During the three months ended March 31, 2020, we used $14.1 million for the repurchase of common stock pursuant to the 2019 Repurchase Program, $10.3 million on purchases of common stock for tax withholding obligations related to the vesting and exercise of share-based incentive awards, $7.7 million for payments on our term loan under our Amended Credit Agreement and on our equipment notes, and $2.3 million in debt issuance costs as a result of entering into a new term loan and revolving credit facility. Net cash used in financing activities was $16.1 million for the three months ended March 31, 2019. During the three months ended March 31, 2019, we used $5.6 million for payments on our term loan under our Original Credit Agreement and on our equipment notes, $5.6 million on purchases of common stock for tax withholding obligations related to the vesting and exercise of share-based incentive awards, and $4.6 million for the repurchase of common stock pursuant to the 2019 Repurchase Program. We also made a payment of $0.3 million of contingent consideration for Santa Rosa.

We are closely managing our balance sheet, including maximizing our cash flow, to maintain our strong foundation and provide stabilization as we continue to work through the impacts of the COVID-19 pandemic. We had solid liquidity available to us at March 31, 2020, with $187.0 million of cash and $388.6 million available borrowing capacity under our Revolving Facility. 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 working capital needs, despite the current reductions in economic activity due to COVID-19.





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The following table summarizes our liquidity, in thousands:






                                                     As of
                                         March 31,       December 31,
                                            2020             2019
Cash and cash equivalents (a)            $   187,039    $       184,807

Revolving Facility                           450,000            250,000
Less: standby letters of credit             (61,382)           (61,382)
Availability under Revolving Facility        388,618            188,618

Total liquidity                          $   575,657    $       373,425

(a) Our cash and cash equivalents consist of AAA-rated money market funds as well as cash held in our demand deposit accounts.

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. Information regarding our outstanding bonds as March 31, 2020 is incorporated by reference from Note 15 - Other Commitments and Contingencies to our unaudited condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.





OUTLOOK


The United States economy has seen a widespread reduction in activities since the onset of the COVID-19 pandemic. While construction activities are generally deemed an essential service in various municipalities, uncertainty continues to persist since the declaration of a public health emergency. Management continues to evaluate every aspect of the business, and is working to continue operations in locations where installation and distribution services are permitted and can be carried out safely. The extent to which the COVID-19 pandemic impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain the virus or address its impact, and how quickly and to what extent normal economic and operating activities can resume. Even after the COVID-19 pandemic has subsided, we may continue to experience an adverse impact to our business as a result of its global economic impact, including any recession that has occurred or may occur in the future.

OFF-BALANCE SHEET ARRANGEMENTS

We had no material off-balance sheet arrangements during the quarter ended March 31, 2020, 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.





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, 2019, as filed with the SEC on February 25, 2020, except for the amendment to our Original Credit Agreement on March 20, 2020. See further information as disclosed in Note 5 - Long Term Debt in our unaudited condensed consolidated financial statements contained in Part 1, Item 1 of this Quarterly Report.





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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 year ended December 31, 2019, as filed with the SEC on February 25, 2020, except as required by the adoption of ASU 2016-13. See further information as disclosed in Note 2 - Accounting Policies in our unaudited condensed consolidated financial statements contained in Part 1, Item 1 of this Quarterly Report.

APPLICATION OF NEW ACCOUNTING STANDARDS

Information regarding 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," "anticipate," "expect," "believe," "designed," "plan," 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 the COVID-19 pandemic on the United States economy, specifically with respect to residential and commercial construction; our ability to continue operations in markets affected by the COVID-19 pandemic and our ability to collect receivables from our customers; our reliance on residential new construction, residential repair/remodel, and commercial 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; and our ability to maintain our competitive position. We discuss the material risks we face under the caption entitled "Risk Factors" in our Annual Report for the year ended December 31, 2019, as filed with the SEC on February 25, 2020, 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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