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, 2021, had approximately 235 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 glass and windows, rain gutters, afterpaint products, fireproofing, garage doors, and fireplaces. 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, 2021, 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 the availability of supply to our local branches and distribution centers at competitive prices with the overall effect of driving efficiencies through our supply chain. Second, being a leader in both installation and distribution allows us to effectively reach a broader range 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, 2020, as filed with the SEC on February 23, 2021 , 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. 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 in connection with a restriction of commercial activity.

We continue to implement procedures and processes as required or recommended by governmental and medical authorities 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. However, 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



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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 2021 VERSUS SECOND QUARTER 2020





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,
                                                                   2021               2020
Net sales                                                     $       834,255    $       646,099
Cost of sales                                                         591,075            468,045
Cost of sales ratio                                                      70.9 %             72.4 %

Gross profit                                                          243,180            178,054
Gross profit margin                                                      29.1 %             27.6 %

Selling, general, and administrative expense                          114,894             97,600
Selling, general, and administrative expense to sales ratio              13.8 %             15.1 %

Operating profit                                                      128,286             80,454
Operating profit margin                                                  15.4 %             12.5 %

Other expense, net                                                    (6,039)            (8,188)
Income tax expense                                                   (31,867)           (16,770)
Net income                                                    $        90,380    $        55,496
Net margin                                                               10.8 %              8.6 %




Sales and Operations


Net sales increased 29.1 percent for the three months ended June 30, 2021, from the comparable period of 2020. The increase was primarily driven by a 11.8 percent increase in sales volume, a 10.9 percent impact from our acquisitions and a 6.5 percent increase due to higher selling prices.

Gross profit margins were 29.1 percent and 27.6 percent for the three months ended June 30, 2021 and 2020, respectively. Gross profit margin improved primarily due to higher selling prices, lower depreciation expense and lower insurance costs, partially offset by an increase in cost of material.

Selling, general, and administrative expense, as a percent of sales, was 13.8 and 15.1 percent for the three months ended June 30, 2021 and 2020, respectively. The decrease in selling, general, and administrative expense as a percent of sales was primarily the result of higher sales and lower share-based compensation expense and legal fees.

Operating margins were 15.4 percent and 12.5 percent for the three months ended June 30, 2021 and 2020, respectively. The increase in operating margins was due to higher sales volume and selling prices, lower depreciation expense, share-based compensation expense, and legal fees, partially offset by an increase in cost of material.



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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,
                                                  2021                2020          Percent Change
Net sales by business segment:
Installation                                 $       605,625     $       466,569              29.8 %
Distribution                                         273,364             216,336              26.4 %
Intercompany eliminations                           (44,734)            (36,806)
Net sales                                    $       834,255     $       646,099              29.1 %

Operating profit by business segment:
Installation                                 $        99,066     $        69,643              42.2 %
Distribution                                          42,856              24,155              77.4 %
Intercompany eliminations                            (6,932)             (5,961)
Operating profit before general corporate
expense                                              134,990              87,837              53.7 %
General corporate expense, net                       (6,704)             (7,383)
Operating profit                             $       128,286     $        80,454              59.5 %

Operating profit margins:
Installation                                            16.4 %              14.9 %
Distribution                                            15.7 %              11.2 %
Operating profit margin before general
corporate expense                                       16.2 %              13.6 %
Operating profit margin                                 15.4 %              12.5 %




Installation



Sales


Sales in our Installation segment increased $139.1 million, or 29.8 percent, for the three months ended June 30, 2021, as compared to the same period in 2020.

The increase was due to a 14.4 percent impact from our acquisitions, a 10.4 percent increase in sales volume and a 5.0 percent increase from higher selling prices.





Operating margins



Operating margins in our Installation segment were 16.4 percent and 14.9 percent for the three months ended June 30, 2021 and 2020, respectively. The increase in operating margins was driven by higher sales volume and selling prices, and lower depreciation expense, partially offset by an increase in cost of material.





Distribution



Sales


Sales in our Distribution segment increased 57.0 million, or 26.4 percent, for the three months ended June 30, 2021, as compared to the same period in 2020.

This increase was due to a 14.3 percent increase in sales volume, a 10.3 percent increase due to higher selling prices and a 1.8 percent impact from our acquisition.





Operating margins



Operating margins in our Distribution segment were 15.7 percent and 11.2 percent for the three months ended June 30, 2021 and 2020, respectively. The increase in operating margins was driven by higher sales volume and selling prices, and lower depreciation expense, partially offset by an increase in cost of material.





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OTHER ITEMS



Other expense, net


Other expense, net, which primarily consisted of interest expense, was $6.0 million and $8.2 million for the three months ended June 30, 2021 and 2020, respectively. The decrease was driven by lower interest rates on our New Senior Notes and borrowings under the Amended Credit Agreement.





Income tax expense


Income tax expense was $31.9 million, an effective tax rate of 26.1 percent, for the three months ended June 30, 2021, compared to $16.8 million, an effective tax rate of 23.2 percent, for the comparable period in 2020. The tax rate for the three months ended June 30, 2021, was higher due to permanent items including share-based compensation and state tax adjustments.

FIRST SIX MONTHS 2021 VERSUS FIRST SIX MONTHS 2020





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,
                                                                    2021             2020
Net sales                                                      $    1,577,053     $ 1,299,327
Cost of sales                                                       1,136,114         949,316
Cost of sales ratio                                                      72.0 %          73.1 %

Gross profit                                                          440,939         350,011
Gross profit margin                                                      28.0 %          26.9 %

Selling, general, and administrative expense                          216,767         199,568
Selling, general, and administrative expense to sales ratio              13.7 %          15.4 %

Operating profit                                                      224,172         150,443
Operating profit margin                                                  14.2 %          11.6 %

Other expense, net                                                   (26,425)        (16,690)
Income tax expense                                                   (47,525)        (27,485)
Net income                                                     $      150,222     $   106,268
Net margin                                                                9.5 %           8.2 %




Sales and Operations


Net sales increased 21.4 percent for the six months ended June 30, 2021, from the comparable period of 2020. The increase was primarily driven by a 9.7 percent increase in sales volume, a 7.5 percent impact from our acquisitions and a 4.1 percent increase due to higher selling prices.

Gross profit margins were 28.0 percent and 26.9 percent for the six months ended June 30, 2021 and 2020, respectively. Gross profit margin improved primarily due to higher selling prices, lower insurance costs and depreciation expense, partially offset by an increase in cost of material.

Selling, general, and administrative expense, as a percent of sales, was 13.7 and 15.4 percent for the six months ended June 30, 2021 and 2020, respectively.

The decrease in selling, general, and administrative expense as a percent of sales was primarily the result of higher sales, lower share-based compensation expense and legal fees, and overall cost reduction initiatives.





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Operating margins were 14.2 percent and 11.6 percent for the three months ended June 30, 2021 and 2020, respectively. The increase in operating margins was due to higher sales volume and selling prices, lower insurance costs, depreciation expense, share-based compensation expense and legal fees, and savings from cost reduction initiatives, partially offset by an increase in cost of material.





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,
                                                2021              2020        Percent Change
Net sales by business segment:
Installation                               $    1,138,378     $    942,442              20.8 %
Distribution                                      524,965          430,558              21.9 %
Intercompany eliminations                        (86,290)         (73,673)
Net sales                                  $    1,577,053     $  1,299,327              21.4 %

Operating profit by business segment (a):
Installation                               $      172,702     $    129,994              32.9 %
Distribution                                       78,241           48,825              60.2 %
Intercompany eliminations                        (13,460)         (11,795)
Operating profit before general corporate
expense                                           237,483          167,024              42.2 %
General corporate expense, net (b)               (13,311)         (16,581)
Operating profit                           $      224,172     $    150,443              49.0 %

Operating profit margins:
Installation                                         15.2 %           13.8 %
Distribution                                         14.9 %           11.3 %
Operating profit margin before general
corporate expense                                    15.1 %           12.9 %
Operating profit margin                              14.2 %           11.6 %




Installation



Sales


Sales in our Installation segment increased $195.9 million, or 20.8 percent, for the six months ended June 30, 2021, as compared to the same period in 2020. The increase was due to a 10.1 percent impact from our acquisitions, a 7.7 percent increase in sales volume and a 3.0 percent increase from higher selling prices.





Operating margins


Operating margins in our Installation segment were 15.2 percent and 13.8 percent for the six months ended June 30, 2021 and 2020, respectively. The increase in operating margins was driven by higher sales volume and selling prices, lower insurance costs, depreciation expense, and savings from cost reduction initiatives, partially offset by an increase in cost of material.





Distribution



Sales


Sales in our Distribution segment increased $94.4 million, or 21.9 percent, for the six months ended June 30, 2021, as compared to the same period in 2020.

This increase was due to a 14.0 percent increase in sales volume, a 7.0 percent increase due to higher selling prices, and a 0.9 percent impact from our acquisition.





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Operating margins



Operating margins in our Distribution segment were 14.9 percent and 11.3 percent for the six months ended June 30, 2021 and 2020, respectively. The increase in operating margins was driven by higher sales volume and selling prices, lower insurance expense and depreciation expense, and savings from cost reduction initiatives, partially offset by an increase in cost of material.





OTHER ITEMS



Other expense, net


Other expense, net, which primarily consisted of interest expense, was $26.4 million and $16.7 million for the six months ended June 30, 2021 and 2020, respectively. The increase was driven by costs incurred to redeem our Old Senior Notes during the first half of 2021, partially offset by lower interest rates on our New Senior Notes and borrowings under the Amended Credit Agreement during the second quarter.





Income tax expense



Income tax expense was $47.5 million, an effective tax rate of 24.0 percent, for the six months ended June 30, 2021 compared to $27.5 million, an effective tax rate of 20.5 percent, for the comparable period in 2020. The tax rate for six months ended June 30, 2021 was higher due to permanent items including 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,
                                                  2021              2020

Changes in cash and cash equivalents: Net cash provided by operating activities $ 202,203 $ 178,162 Net cash used in investing activities

              (223,778)       (40,700)
Net cash used in financing activities               (46,693)       (63,432)
(Decrease) increase for the period           $      (68,268)     $   74,030

Net cash flows provided by operating activities increased $24.0 million for the six months ended June 30, 2021, as compared to the prior year period. The change was primarily due to an increase in net income, timing of accounts receivable collections and accrued liability payments.

Net cash used in investing activities was $223.8 million for the six months ended June 30, 2021, primarily composed of $195.4 million for acquisitions and $28.6 million for purchases of property and equipment, primarily vehicles. 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 acquisition of Cooper and Hunter.

Net cash used in financing activities was $46.7 million for the six months ended June 30, 2021. During the six months ended June 30, 2021, we used $24.0 million for the repurchase of common stock pursuant to the 2019 Repurchase Program, $10.5 million net payments for redemption of our Old Senior Notes, issuance of our New Senior Notes, proceeds from the increase in our term loan from our Amended Credit Agreement, and payments on equipment notes, $6.5 million in debt issuance costs as a result of entering into our Amended Credit Agreement and New Senior Notes, and $5.5 million net activity related to exercise of share-based incentive awards and stock options. 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 Original 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 revolving credit facility.



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Our liquidity at June 30, 2021 consisted of $261.7 million of cash and $378.8 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.

The following table summarizes our liquidity, in thousands:








                                                     As of
                                         June 30,       December 31,
                                            2021            2020
Cash and cash equivalents (a)            $  261,739    $       330,007

Revolving Facility                          450,000            450,000
Less: standby letters of credit            (71,211)           (60,382)
Availability under Revolving Facility       378,789            389,618

Total liquidity                          $  640,528    $       719,625

(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, 2021 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 demand for housing is outpacing supply, however labor and material shortages are limiting the speed at which new homes can be built to meet this increased demand. All trades in our industry continue to experience constrained capacity, specifically in fiberglass and spray foam, resulting in manufacturers increasing costs on products. We expect both TruTeam and Service Partners to drive higher selling prices throughout the year in response to these cost increases. The increased demand for housing, combined with low interest rates and home affordability balance, should result in a continued strong outlook for the residential construction industry.

Similarly, the commercial business is poised to see continued improvement throughout 2021 as delayed projects get back on track, however management will continue to evaluate every aspect of our business, including monitoring ongoing developments related to the COVID-19 pandemic, which may trigger restrictions on operating activities, an economic downturn, or other adverse impact to our business.

OFF-BALANCE SHEET ARRANGEMENTS

We had no material off-balance sheet arrangements during the quarter ended June 30, 2021, 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, 2020, as filed with the SEC on February 23, 2021, except for the amendment to our Original Credit Agreement on March 8, 2021 and completion of a private offering of our New Senior Notes on March 15, 2021 for which the proceeds were used to redeem 100% of our Old Senior Notes. 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, 2020, as filed with the SEC on February 23, 2021.

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, 2020, as filed with the SEC on February 23, 2021 , 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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