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 June 30, 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 June 30, 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 COIVD-19 pandemic and its impact on macroeconomic and local economic conditions. During the second quarter, segments of the United States economy reopened, allowing the residential and commercial construction industries to operate without significant restrictions across the country.

Prior to this reopening, four states had deemed residential and commercial construction nonessential, negatively impacting sales. Accordingly, we took steps to reduce expenses in response to and in anticipation of the lower sales levels. While we are currently able to operate in all of our locations, there is no guarantee that the services we provide will continue to be allowed or that other events making the provision of our services challenging or impossible, will not occur. For example, if there are surges in levels of COVID-19 infections in certain states, those states may respond by, among other things, deeming residential and commercial construction as nonessential.





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We continue to implement procedures and processes to ensure the safety of our employees, including increasing our cleaning and sanitizing practices at all locations and for all company vehicles, mandating social distancing on job sites and within our branch operations and limiting all but essential 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. We are also unable to predict how long the COVID-19 pandemic will last and the impact of the pandemic on demand for our products and services. 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.

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.

SECOND QUARTER 2020 VERSUS SECOND QUARTER 2019





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 June 30,
                                                                   2020               2019
Net sales                                                     $       646,099    $       660,112
Cost of sales                                                         468,045            485,190
Cost of sales ratio                                                      72.4 %             73.5 %

Gross profit                                                          178,054            174,922
Gross profit margin                                                      27.6 %             26.5 %

Selling, general, and administrative expense                           97,600             98,883
Selling, general, and administrative expense to sales ratio              15.1 %             15.0 %

Operating profit                                                       80,454             76,039
Operating profit margin                                                  12.5 %             11.5 %

Other expense, net                                                    (8,188)            (9,105)
Income tax expense                                                   (16,770)           (14,883)
Net income                                                    $        55,496    $        52,051
Net margin                                                                8.6 %              7.9 %




Sales and Operations


Net sales decreased 2.1 percent for the three months ended June 30, 2020, from the comparable period of 2019. The decrease was primarily driven by a 3.6 percent reduction in sales volume driven by the negative impacts of the COVID-19 pandemic on business activity, partially offset by an increase in sales from our acquisitions.

Gross profit margins were 27.6 percent and 26.5 percent for the three months ended June 30, 2020 and 2019, respectively. Gross profit margin improved primarily due to increased operational efficiencies, cost reduction initiatives, and lower insurance costs partially offset by higher depreciation expense.

Selling, general, and administrative expense, as a percent of sales, was 15.1 percent and 15.0 percent for the three months ended June 30, 2020 and 2019, respectively. The increase in selling, general, and administrative expense as a percent of sales was primarily the result of lower sales volume and higher restructuring expenses, offset by savings from cost reduction initiatives and lower travel and entertainment costs.

Operating margins were 12.5 percent and 11.5 percent for the three months ended June 30, 2020 and 2019, respectively. The increase in operating margins was due to operational efficiencies, savings from cost reduction initiatives, lower insurance costs, and lower travel and entertainment costs partially offset by higher depreciation and restructuring expenses.



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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 June 30,
                                                  2020                2019          Percent Change
Net sales by business segment:
Installation                                 $       466,569     $       483,028             (3.4) %
Distribution                                         216,336             213,487               1.3 %
Intercompany eliminations                           (36,806)            (36,403)
Net sales                                    $       646,099     $       660,112             (2.1) %

Operating profit by business segment:
Installation                                 $        69,643     $        68,423               1.8 %
Distribution                                          24,155              21,151              14.2 %
Intercompany eliminations                            (5,961)             (6,405)
Operating profit before general corporate
expense                                               87,837              83,169               5.6 %
General corporate expense, net                       (7,383)             (7,130)
Operating profit                             $        80,454     $        76,039               5.8 %

Operating profit margins:
Installation                                            14.9 %              14.2 %
Distribution                                            11.2 %               9.9 %
Operating profit margin before general
corporate expense                                       13.6 %              12.6 %
Operating profit margin                                 12.5 %              11.5 %




Installation



Sales


Sales in the Installation segment decreased $16.5 million, or 3.4 percent, for the three months ended June 30, 2020, as compared to the same period in 2019.

Sales decreased 5.5 percent due to volume and increased 1.4 percent due to acquisitions and 0.7 percent due to increased selling prices.





Operating margins


Operating margins in the Installation segment were 14.9 percent and 14.2 percent for the three months ended June 30, 2020 and 2019, respectively. The increase in operating margins was driven by operational efficiencies, savings from cost reduction initiatives, lower insurance costs, and lower travel and entertainment costs partially offset by higher depreciation and restructuring expenses.





Distribution



Sales


Sales in the Distribution segment increased $2.8 million, or 1.3 percent, for the three months ended June 30, 2020, as compared to the same period in 2019.

Sales increased 1.7 percent due to volume and declined 0.4 percent due to pricing decreases.





Operating margins



Operating margins in the Distribution segment were 11.2 percent and 9.9 percent for the three months ended June 30, 2020 and 2019, respectively. The increase in operating margins was driven by operational efficiencies, savings from cost reduction initiatives, and lower travel and entertainment costs partially offset by higher depreciation and restructuring expenses.





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OTHER ITEMS



Other expense, net


Other expense, net, which primarily consisted of interest expense, was $8.2 million and $9.1 million for the three months ended June 30, 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 $16.8 million, an effective tax rate of 23.2 percent, for the three months ended June 30, 2020, compared to $14.9 million, an effective tax rate of 22.2 percent, for the comparable period in 2019. The higher 2020 effective tax rate was due to a smaller benefit in 2020 related to share-based compensation.

FIRST SIX MONTHS 2020 VERSUS FIRST SIX MONTHS 2019





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:


                                                                 Six Months Ended June 30,
                                                                    2020             2019
Net sales                                                      $    1,299,327     $ 1,279,442
Cost of sales                                                         949,316         948,824
Cost of sales ratio                                                      73.1 %          74.2 %

Gross profit                                                          350,011         330,618
Gross profit margin                                                      26.9 %          25.8 %

Selling, general, and administrative expense                          199,568         197,960
Selling, general, and administrative expense to sales ratio              15.4 %          15.5 %

Operating profit                                                      150,443         132,658
Operating profit margin                                                  11.6 %          10.4 %

Other expense, net                                                   (16,690)        (18,374)
Income tax expense                                                   (27,485)        (24,249)
Net income                                                     $      106,268     $    90,035
Net margin                                                                8.2 %           7.0 %




Sales and Operations


Net sales increased 1.6 percent for the six months ended June 30, 2020, from the comparable period of 2019. The increase was primarily driven by increased selling prices and acquisitions, with nearly flat volumes due to the negative impacts of COVID-19 on business activity.

Gross profit margins were 26.9 percent and 25.8 percent for the six months ended June 30, 2020 and 2019, respectively. Gross profit margin improved primarily due to increased selling prices, operational efficiencies, and savings from cost reduction initiatives, partially offset by higher depreciation expense and higher material costs.

Selling, general, and administrative expense, as a percent of sales, was 15.4 percent and 15.5 percent for the six months ended June 30, 2020 and 2019, respectively. Decreased selling, general, and administrative expense as a percent of sales was primarily the result of savings from cost reduction initiatives and lower travel and entertainment costs.

Operating margins were 11.6 percent and 10.4 percent for the six months ended June 30, 2020 and 2019, respectively. The increase in operating margins was due to increased selling prices, operational efficiencies, savings from cost reduction initiatives and lower travel and entertainment costs, partially offset by higher depreciation expense and 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:






                                             Six Months Ended June 30,
                                                2020              2019        Percent Change
Net sales by business segment:
Installation                               $      942,442     $    932,410               1.1 %
Distribution                                      430,558          417,951               3.0 %
Intercompany eliminations                        (73,673)         (70,919)
Net sales                                  $    1,299,327     $  1,279,442               1.6 %

Operating profit by business segment:
Installation                               $      129,994     $    119,722               8.6 %
Distribution                                       48,825           41,748              17.0 %
Intercompany eliminations                        (11,795)         (12,078)
Operating profit before general corporate
expense                                           167,024          149,392              11.8 %
General corporate expense, net                   (16,581)         (16,734)
Operating profit                           $      150,443     $    132,658              13.4 %

Operating profit margins:
Installation                                         13.8 %           12.8 %
Distribution                                         11.3 %           10.0 %
Operating profit margin before general
corporate expense                                    12.9 %           11.7 %
Operating profit margin                              11.6 %           10.4 %




Installation



Sales


Sales in the Installation segment increased $10.0 million, or 1.1 percent, for the six months ended June 30, 2020, as compared to the same period in 2019.

Sales increased 1.4 percent due to increased selling prices and 1.2 percent due to acquisitions, but decreased 1.6 percent in volume driven by the negative impact of COVID-19 on business activity.





Operating margins


Operating margins in the Installation segment were 13.8 percent and 12.8 percent for the six months ended June 30, 2020 and 2019, respectively. The increase in operating margins was driven by operational efficiencies, increased selling prices, cost reduction initiatives, and lower travel and entertainment costs, partially offset by higher depreciation and higher material costs.





Distribution



Sales


Sales in the Distribution segment increased $12.6 million, or 3.0 percent, for the six months ended June 30, 2020, as compared to the same period in 2019.

Sales increased 2.8 percent due to volume despite a negative impact from COVID-19 on business activity, and 0.3 percent due to increased selling prices.






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Operating margins


Operating margins in the Distribution segment were 11.3 percent and 10.0 percent for the six months ended June 30, 2020 and 2019, respectively. The increase in operating margins was driven by operational efficiencies, increased selling prices, savings from cost reduction initiatives and lower travel and entertainment costs, partially offset by higher depreciation and higher material costs.





OTHER ITEMS



Other expense, net



Other expense, net, which primarily consisted of interest expense, was $16.7 million and $18.4 million for the six months ended June 30, 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 $27.5 million, an effective tax rate of 20.5 percent, for the six months ended June 30, 2020, compared to $24.2 million, an effective tax rate of 21.2 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:






                                               Six Months Ended June 30,
                                                  2020             2019

Changes in cash and cash equivalents: Net cash provided by operating activities $ 178,162 $ 96,264 Net cash used in investing activities

              (40,700)        (19,999)
Net cash used in financing activities              (63,432)        (35,427)
Increase for the period                      $       74,030     $    40,838

Net cash flows provided by operating activities increased $81.9 million for the six months ended June 30, 2020, as compared to the prior year period. The change was primarily due to the timing of accounts receivable collections and accrued liability payments, as well as an increase in net income.

Net cash used in investing activities was $40.7 million for the six months ended June 30, 2020, primarily composed of $20.9 million for purchases of property and equipment, primarily vehicles, partially offset by $0.8 million in proceeds from the sale of property and equipment, and $20.5 million for the acquisitions of Cooper and Hunter. Net cash used in investing activities was $20.0 million for the six months ended June 30, 2019, primarily composed of $22.0 million for purchases of property and equipment, primarily vehicles, partially offset by $2.0 million in proceeds from the sale of property and equipment.

Net cash used in financing activities was $63.4 million for the six months ended June 30, 2020. During the six months ended June 30, 2020, we used $34.2 million for the repurchase of common stock pursuant to the 2019 Repurchase Program, $13.2 million on purchases of common stock for tax withholding obligations related to the vesting and exercise of share-based incentive awards, $13.4 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 $35.4 million for the six months ended June 30, 2019. During the six months ended June 30, 2019, we used $11.4 million for payments on our term loan under our Amended Credit Agreement and on our equipment notes, $19.5 million for the repurchase of common stock pursuant to the 2019 Repurchase Program, and $8.5 million on purchases of common stock for tax withholding obligations related to the vesting and exercise of share-based incentive awards. We also made payments totaling $1.1 million for contingent consideration for EcoFoam and Santa Rosa.



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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 June 30, 2020, with $258.8 million of cash and $389.6 million available borrowing capacity under our Revolving Facility. In May 2020, we temporarily suspended share repurchases under the 2019 Share Repurchase Program and acquisitions, due to the uncertainty caused by the COVID-19 pandemic. 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 future unknown impacts from COVID-19.

The following table summarizes our liquidity, in thousands:






                                                     As of
                                         June 30,       December 31,
                                            2020            2019
Cash and cash equivalents (a)            $  258,837    $       184,807

Revolving Facility                          450,000            250,000
Less: standby letters of credit            (60,382)           (61,382)
Availability under Revolving Facility       389,618            188,618

Total liquidity                          $  648,455    $       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 of June 30, 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


At the start of the second quarter, the United States was in the middle of a historic shut-down as a result of the COVID-19 pandemic, resulting in the cessation of nearly all economic activities. From the start of the shut-down, construction activities were generally deemed an essential service in all but a few states, resulting in our ability to continue operating in most locations until segments of the economy started to open back up during the second quarter.

Management continues to evaluate every aspect of our business and is monitoring ongoing developments with regards to if operating activities will be restricted again, as well as if there will be a downturn or other adverse impact to our business as a result of the pandemic's greater economic impact.

OFF-BALANCE SHEET ARRANGEMENTS

We had no material off-balance sheet arrangements during the quarter ended June 30, 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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