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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| TopBuild Corp | NYSE:BLD | NYSE | Common Stock |
| Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|
| 0.64 | 0.16% | 390.64 | 398.38 | 387.95 | 396.68 | 129,630 | 22:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other Jurisdiction of | (Commission | (IRS Employer | ||
Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (
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):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant 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 November 5, 2024, TopBuild Corp., a Delaware corporation (the “Company”), issued a press release announcing its financial results for the quarter ended September 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 November 5, 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 |
| Description |
99.1 | ||
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 |
Dated: November 5, 2024 |
|
| |
3
Exhibit 99.1
TopBuild Reports Third Quarter Results
Third quarter sales of $1.37 billion driven by 4.2% Installation growth and 5.1% Specialty Distribution growth
Delivered gross margin of 30.7% and adjusted EBITDA margin of 20.8%
Narrows 2024 guidance to $5.3 to $5.35 billion in revenue and $1.055 to $1.085 billion in adjusted EBITDA
DAYTONA BEACH, FL – November 5, 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 third quarter ended September 30, 2024.
“We delivered a strong performance with third quarter sales of $1.37 billion and adjusted EBITDA of $285 million, achieving the highest level of quarterly sales and profit in our history,” said Robert Buck, President and Chief Executive Officer. “Our ongoing focus on growth and profitability enabled us to drive Installation sales growth of 4.2% and Specialty Distribution sales growth of 5.1% in a macro environment that was largely unchanged from the second quarter. Adjusted EBITDA margin of 20.8% improved by 50 basis points excluding the benefit from higher-than-normal multi-family and commercial margins in the third quarter of 2023.1
“We are narrowing our 2024 outlook based on our assumptions for a continued uneven housing environment and the ongoing delay of certain commercial/industrial projects. We remain optimistic about our business with strengthening requirements for energy efficiency, the U.S. housing supply deficit, increasing household formations, and the prospect of lower interest rates driving growth.
“Our priority for our strong free cash flow continues to be acquisitions and our M&A pipeline is very healthy. In the quarter we also returned capital to shareholders, with share repurchases totaling $413.9 million or approximately 1.07 million shares, reinforcing our confidence in our outlook and ability to deploy capital successfully and generate strong returns,” concluded Mr. Buck.
1 The Company noted that its results for the third quarter of 2023 included an estimated $15 million margin benefit related to certain multi-family/commercial business.
NYSE:BLD | November 5, 2024 | topbuild.com |
Financial Highlights
(comparisons are to the periods ended September 30, 2023)
Three Months Ended September 30, 2024 | | | | | | | | | ||||
| Reported | | Adjusted | |||||||||
($ in thousands) |
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
Sales | | $ | 1,373,268 | | $ | 1,326,120 | | $ | 1,373,268 | | $ | 1,326,120 |
Gross Profit | | | 421,813 | | | 420,690 | | | 421,813 | | | 420,690 |
Gross Margin | | | 30.7% | | 31.7% | | 30.7% | | 31.7% | |||
SG&A | | | 177,820 | | | 183,198 | | | 175,888 | | | 174,758 |
SG&A as % of Revenue | | | 12.9% | | 13.8% | | 12.8% | | 13.2% | |||
Operating Profit | | | 243,993 | | | 237,492 | | | 245,925 | | | 245,932 |
Operating Margin | | | 17.8% | | 17.9% | | 17.9% | | 18.5% | |||
Net Income | | | 168,960 | | | 167,601 | | | 170,075 | | | 172,507 |
Net Income per diluted share | | $ | 5.65 | | $ | 5.27 | | $ | 5.68 | | $ | 5.43 |
EBITDA | | | | | | | | $ | 285,057 | | $ | 283,690 |
EBITDA Margin | | | | | | | | | 20.8% | | 21.4% | |
Nine Months Ended September 30, 2024 | | | | | | | | | ||||
| | Reported | | Adjusted | ||||||||
($ in thousands) |
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
Sales | | $ | 4,017,597 | | $ | 3,908,620 | | $ | 4,017,597 | | $ | 3,908,620 |
Gross Profit | | | 1,232,885 | | | 1,212,704 | | | 1,232,885 | | | 1,212,704 |
Gross Margin | | | 30.7% | | 31.0% | | 30.7% | | 31.0% | |||
SG&A | | | 563,992 | | | 538,679 | | | 534,497 | | | 524,480 |
SG&A as % of Revenue | | | 14.0% | | 13.8% | | 13.3% | | 13.4% | |||
Operating Profit | | | 668,893 | | | 674,025 | | | 698,388 | | | 688,224 |
Operating Margin | | | 16.6% | | 17.2% | | 17.4% | | 17.6% | |||
Net Income | | | 472,064 | | | 467,870 | | | 493,997 | | | 477,551 |
Net Income per diluted share | | $ | 15.19 | | $ | 14.74 | | $ | 15.89 | | $ | 15.04 |
EBITDA | | | | | | | | $ | 816,570 | | $ | 797,520 |
EBITDA Margin | | | | | | | | | 20.3% | | 20.4% | |
NYSE:BLD | November 5, 2024 | topbuild.com |
Sales Drivers
(comparisons are to the periods ended September 30, 2023)
| | Three Months Ended September 30, 2024 | |||||||
|
| Installation |
| Specialty |
| TopBuild, | |||
Sales (in millions) | | $ | 856 | | $ | 600 | | $ | 1,373 |
Sales Drivers | | | | | | | | | |
Volume | | | 0.5% | | 3.0% | | 0.4% | ||
Price | | | 1.1% | | 0.8% | | 1.0% | ||
M&A | | | 2.9% | | 1.4% | | 2.4% | ||
Dispositions | | | (0.2%) | | | |
| | (0.1%) |
Total Sales Change | | | 4.2% | | 5.1% | | 3.6% | ||
| | Nine Months Ended September 30, 2024 | |||||||
|
| Installation |
| Specialty |
| TopBuild, | |||
Sales (in millions) | | $ | 2,506 | | $ | 1,739 | | $ | 4,018 |
Sales Drivers | | | | | | | | | |
Volume | | | 0.6% | | (0.2%) | | (0.5%) | ||
Price | | | 1.2% | | 1.2% | | 1.2% | ||
M&A | | | 3.4% | | 1.0% | | 2.5% | ||
Dispositions | | | (0.6%) | | | | | (0.4%) | |
Total Sales Change | | | 4.5% | | 2.1% | | 2.8% | ||
Segment Profitability
(comparisons are to the periods ended September 30, 2023)
| | Three Months Ended September 30, 2024 | | Nine Months Ended September 30, 2024 | ||||||||
($ in thousands) |
| Installation |
| Specialty |
| Installation |
| Specialty | ||||
Operating Profit | | $ | 172,243 | | $ | 94,911 | | $ | 499,717 | | $ | 261,862 |
Change | | | (1.7%) | | 7.5% | | 1.1% | | 5.8% | |||
Operating Margin | | | 20.1% | | 15.8% | | 19.9% | | 15.1% | |||
Adj. Operating Profit | | $ | 172,274 | | $ | 95,109 | | $ | 500,081 | | $ | 261,320 |
Change | | | (2.7%) | | 7.7% | | 0.7% | | 5.4% | |||
Adj. Operating Margin | | | 20.1% | | 15.8% | | 20.0% | | 15.0% | |||
Adj. EBITDA | | $ | 191,382 | | $ | 110,600 | | $ | 556,816 | | $ | 307,507 |
Change | | | (1.8%) | | 6.5% | | 1.5% | | 4.8% | |||
Adj. EBITDA Margin | | | 22.3% | | 18.4% | | 22.2% | | 17.7% | |||
NYSE:BLD | November 5, 2024 | topbuild.com |
Capital Allocation
2024 Acquisitions
Year to date, TopBuild has completed or announced a total of 7 acquisitions which are expected to generate approximately $118 million in annual revenue.
On October 30, the Company announced the acquisition of Shannon Global Energy Services, a leading thermal acoustic blanket insulation fabricator serving the commercial and industrial end markets. The acquisition is expected to close in the fourth quarter.
| Annual Revenue | | | |||
Company |
| ($millions) |
| Month Closed | | |
Brabble Insulation, Inc. (I) | | $ | 5.2 | | February |
|
Morris Black & Sons, Inc (I) | | | 3.8 | | March | |
Pest Control Insulation LLC (D) | | | 25.4 | | March | |
Green Space Insulation LLC (I) | | | 6.0 | | April | |
Insulation Works, Inc. (I) | | | 28.0 | | May | |
Texas Insulation (I) | | | 38.9 | | May | |
Shannon Global Energy Services (D) | | | 10.8 | | TBD | |
Total | | $ | 118.1 | | | |
I = Installation, D = Specialty Distribution | | |||||
Share Repurchases
During the third quarter, TopBuild repurchased approximately 1.07 million shares totaling $413.9 million. On a year-to- date basis, the Company repurchased 2.3 million shares totaling $919.2 million, leaving $235.2 million remaining under the current authorization as of September 30, 2024.
2024 Outlook2
TopBuild narrowed its full year 2024 outlook, based on the Company’s assumptions for a continued uneven housing environment and the ongoing delay of certain commercial/industrial projects. The Company noted that it has not experienced an uptick in project cancellations.
$in millions | | | | | ||
2024 Outlook |
| Low |
| High | ||
Sales | | $ | 5,300.0 | | $ | 5,350.0 |
Adjusted EBITDA* | | $ | 1,055.0 | | $ | 1,085.0 |
* 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.
NYSE:BLD | November 5, 2024 | topbuild.com |
Conference Call
A conference call to discuss the third quarter 2024 financial results is scheduled for today, Tuesday, November 5, 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.
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 | November 5, 2024 | topbuild.com |
TopBuild Corp.
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except share and per common share amounts)
| | Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||||
| | 2024 | | 2023 | | 2024 | | 2023 | ||||
Net sales | | $ | 1,373,268 |
| $ | 1,326,120 |
| $ | 4,017,597 |
| $ | 3,908,620 |
Cost of sales | | | 951,455 | | | 905,430 | | | 2,784,712 | | | 2,695,916 |
Gross profit | | | 421,813 | | | 420,690 | | | 1,232,885 | | | 1,212,704 |
| | | | | | | | | | | | |
Selling, general, and administrative expense | | | 177,820 | | | 183,198 | | | 563,992 | | | 538,679 |
Operating profit | | | 243,993 | | | 237,492 | | | 668,893 | | | 674,025 |
| | | | | | | | | | | | |
Other income (expense), net: | | | | | | | | | | | | |
Interest expense | | | (18,449) | | | (18,830) | | | (55,811) | | | (55,427) |
Other, net | | | 2,355 | | | 6,015 | | | 24,987 | | | 12,542 |
Other expense, net | | | (16,094) | | | (12,815) | | | (30,824) | | | (42,885) |
Income before income taxes | | | 227,899 | | | 224,677 | | | 638,069 | | | 631,140 |
| | | | | | | | | | | | |
Income tax expense | | | (58,939) | | | (57,075) | | | (166,005) | | | (163,270) |
Net income | | $ | 168,960 | | $ | 167,602 | | $ | 472,064 | | $ | 467,870 |
| | | | | | | | | | | | |
Net income per common share: | | | | | | | | | | | | |
Basic | | $ | 5.68 | | $ | 5.30 | | $ | 15.28 | | $ | 14.81 |
Diluted | | $ | 5.65 | | $ | 5.27 | | $ | 15.19 | | $ | 14.74 |
| | | | |
| | | | | | | |
Weighted average shares outstanding: | | | | | | | | | | | | |
Basic | | | 29,751,713 | | | 31,615,110 | | | 30,901,788 | | | 31,588,740 |
Diluted | | | 29,925,400 | | | 31,788,812 | | | 31,083,857 | | | 31,744,856 |
NYSE:BLD | November 5, 2024 | topbuild.com |
TopBuild Corp.
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(in thousands)
| | Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||||
| | 2024 | | 2023 | | 2024 | | 2023 | ||||
Net income | | $ | 168,960 | | $ | 167,602 | | $ | 472,064 | | $ | 467,870 |
Other comprehensive income (loss): | | | | | | | | | | | | |
Foreign currency translation adjustment | | | 2,463 | | | (3,008) | | | (3,464) | | | 3,029 |
Comprehensive income | | $ | 171,423 | | $ | 164,594 | | $ | 468,600 | | $ | 470,899 |
NYSE:BLD | November 5, 2024 | topbuild.com |
TopBuild Corp.
Condensed Consolidated Balance Sheets and Other Financial Data (Unaudited)
(dollars in thousands)
| | As of | ||||
| | September 30, 2024 | | December 31, 2023 | ||
ASSETS | | | | | | |
Current assets: | | | | | | |
Cash and cash equivalents | | $ | 257,342 | | $ | 848,565 |
Receivables, net of an allowance for credit losses of $21,829 at September 30, 2024, and $23,948 at December 31, 2023 | | | 827,776 | |
| 799,009 |
Inventories | | | 392,208 | |
| 364,731 |
Prepaid expenses and other current assets | | | 43,813 | |
| 36,939 |
Total current assets | | | 1,521,139 | |
| 2,049,244 |
| | | | | | |
Right of use assets | | | 189,141 | |
| 204,629 |
Property and equipment, net | | | 270,022 | |
| 264,487 |
Goodwill | | | 2,092,315 | |
| 2,042,568 |
Other intangible assets, net | | | 565,440 | |
| 591,058 |
Other assets | | | 12,460 | |
| 10,865 |
Total assets | | $ | 4,650,517 | | $ | 5,162,851 |
| | | | | | |
LIABILITIES | | | | | | |
Current liabilities: | | | | | | |
Accounts payable | | $ | 461,478 | | $ | 469,585 |
Current portion of long-term debt | | | 45,137 | | | 47,039 |
Accrued liabilities | | | 180,382 | |
| 187,217 |
Short-term operating lease liabilities | | | 67,509 | |
| 65,780 |
Short-term finance lease liabilities | | | 1,634 | | | 1,917 |
Total current liabilities | | | 756,140 | |
| 771,538 |
| | | | | | |
Long-term debt | | | 1,341,439 | |
| 1,373,028 |
Deferred tax liabilities, net | | | 243,176 | |
| 243,930 |
Long-term portion of insurance reserves | | | 60,799 | | | 58,783 |
Long-term operating lease liabilities | | | 130,299 | | | 146,213 |
Long-term finance lease liabilities | | | 2,961 | | | 4,150 |
Other liabilities | | | 1,434 | |
| 1,554 |
Total liabilities | | | 2,536,248 | |
| 2,599,196 |
| | | | | | |
EQUITY | | | 2,114,269 | |
| 2,563,655 |
Total liabilities and equity | | $ | 4,650,517 | | $ | 5,162,851 |
| | | | | | |
| | As of September 30, | | ||||
|
| 2024 | | 2023 | | ||
Other Financial Data | | | | | | | |
Receivable days | | | 49 | | | 51 | |
Inventory days | | | 38 | | | 36 | |
Accounts payable days | | | 58 | | | 60 | |
Receivables, net plus inventories less accounts payable | | $ | 758,506 | | $ | 772,229 | |
Receivables, net plus inventories less accounts payable as a percent of sales (TTM) † | | | 14.1 | % | | 14.6 | % |
† Trailing 12 months sales have been adjusted for the pro forma effect of acquired branches
NYSE:BLD | November 5, 2024 | topbuild.com |
TopBuild Corp.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
| | Nine Months Ended September 30, | ||||
| | 2024 | | 2023 | ||
Cash Flows Provided by (Used in) Operating Activities: | | | |
| |
|
Net income | | $ | 472,064 | | $ | 467,870 |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
Depreciation and amortization | | | 104,777 | | | 98,216 |
Share-based compensation | | | 13,405 | | | 11,080 |
Loss on sale of assets | | | 672 | | | 2,733 |
Amortization of debt issuance costs | | | 2,161 | | | 2,161 |
Provision for bad debt expense | | | 13,730 | | | 7,380 |
Provision for inventory obsolescence | | | 6,713 | | | 3,617 |
Change in certain assets and liabilities, net of effects of businesses acquired: | | | | | | |
Receivables, net | | | (30,294) | | | (52,482) |
Inventories | | | (30,916) | | | 82,960 |
Prepaid expenses and other current assets | | | (6,849) | | | (3,267) |
Accounts payable | | | (17,441) | | | (21,361) |
Accrued liabilities | | | (15,695) | | | (9,027) |
Other, net | | | (2,529) | | | (1,402) |
Net cash provided by operating activities | | | 509,798 | | | 588,478 |
| | | | | | |
Cash Flows Provided by (Used in) Investing Activities: | | | | | | |
Purchases of property and equipment | | | (56,794) | | | (48,076) |
Acquisition of businesses, net of cash acquired | | | (88,460) | | | (147,614) |
Proceeds from sale of assets | | | 2,336 | | | 14,674 |
Net cash used in investing activities | | | (142,918) | | | (181,016) |
| | | | | | |
Cash Flows Provided by (Used in) Financing Activities: | | | | | | |
Repayment of long-term debt | | | (35,651) | | | (27,711) |
Taxes withheld and paid on employees' equity awards | | | (6,088) | | | (6,350) |
Exercise of stock options | | | 3,224 | | | 2,489 |
Repurchase of shares of common stock | | | (919,186) | | | — |
Payment of contingent consideration | | | — | | | (300) |
Net cash used in financing activities | | | (957,701) | | | (31,872) |
Impact of exchange rate changes on cash | | | (402) | | | (47) |
Net (decrease) increase in cash and cash equivalents | | | (591,223) | | | 375,543 |
Cash and cash equivalents - Beginning of period | |
| 848,565 | |
| 240,069 |
Cash and cash equivalents - End of period | | $ | 257,342 | | $ | 615,612 |
| | | | | | |
Supplemental disclosure of noncash activities: | | | | | | |
Leased assets obtained in exchange for new operating lease liabilities | | $ | 35,718 | | $ | 45,525 |
Accruals for property and equipment | | | 227 | | | 305 |
Excise taxes capitalized to treasury stock | | | 9,342 | | | — |
NYSE:BLD | November 5, 2024 | topbuild.com |
TopBuild Corp.
Segment Data (Unaudited)
(dollars in thousands)
| | Three Months Ended September 30, | | | | | | | Nine Months Ended September 30, | | | | | ||||||||
| | 2024 | | 2023 | | Change | | | | 2024 | | 2023 | | Change | | ||||||
Installation | | | | | | | | | | | | | | | | | | | | | |
Sales | | $ | 856,350 | | $ | 821,673 | | | 4.2 | % | | | $ | 2,506,076 | | $ | 2,397,818 | | | 4.5 | % |
| | | | | | | | | | | | | | | | | | | | | |
Operating profit, as reported | | $ | 172,243 | | $ | 175,218 | | | | | | | $ | 499,717 | | $ | 494,394 | | | | |
Operating margin, as reported | | | 20.1 | % | | 21.3 | % | | | | | | | 19.9 | % | | 20.6 | % | | | |
| | | | | | | | | | | | | | | | | | | | | |
Rationalization charges | | | − | | | 1,882 | | | | | | | | − | | | 1,882 | | | | |
Acquisition related costs | | | 31 | | | 26 | | | | | | | | 364 | | | 516 | | | | |
Operating profit, as adjusted | | $ | 172,274 | | $ | 177,126 | | | | | | | $ | 500,081 | | $ | 496,792 | | | | |
Operating margin, as adjusted | | | 20.1 | % | | 21.6 | % | | | | | | | 20.0 | % | | 20.7 | % | | | |
| | | | | | | | | | | | | | | | | | | | | |
Share-based compensation | | | 71 | | | 436 | | | | | | | | 719 | | | 1,124 | | | | |
Depreciation and amortization | | | 19,037 | | | 17,417 | | | | | | | | 56,016 | | | 50,700 | | | | |
EBITDA, as adjusted | | $ | 191,382 | | $ | 194,979 | | | (1.8) | % | | | $ | 556,816 | | $ | 548,616 | | | 1.5 | % |
EBITDA margin, as adjusted | | | 22.3 | % | | 23.7 | % | | | | | | | 22.2 | % | | 22.9 | % | | | |
| | | | | | | | | | | | | | | | | | | | | |
Specialty Distribution | | | | | | | | | | | | | | | | | | | | | |
Sales | | $ | 600,387 | | $ | 571,009 | | | 5.1 | % | | | $ | 1,739,007 | | $ | 1,703,871 | | | 2.1 | % |
| | | | | | | | | | | | | | | | | | | | | |
Operating profit, as reported | | $ | 94,911 | | $ | 88,269 | | | | | | | $ | 261,862 | | $ | 247,583 | | | | |
Operating margin, as reported | | | 15.8 | % | | 15.5 | % | | | | | | | 15.1 | % | | 14.5 | % | | | |
| | | | | | | | | | | | | | | | | | | | | |
Rationalization charges | | | 194 | | | − | | | | | | | | (556) | | | − | | | | |
Acquisition related costs | | | 4 | | | 10 | | | | | | | | 14 | | | 350 | | | | |
Operating profit, as adjusted | | $ | 95,109 | | $ | 88,279 | | | | | | | $ | 261,320 | | $ | 247,933 | | | | |
Operating margin, as adjusted | | | 15.8 | % | | 15.5 | % | | | | | | | 15.0 | % | | 14.6 | % | | | |
| | | | | | | | | | | | | | | | | | | | | |
Share-based compensation | | | 374 | | | 434 | | | | | | | | 1,187 | | | 987 | | | | |
Depreciation and amortization | | | 15,117 | | | 15,102 | | | | | | | | 45,000 | | | 44,414 | | | | |
EBITDA, as adjusted | | $ | 110,600 | | $ | 103,815 | | | 6.5 | % | | | $ | 307,507 | | $ | 293,334 | | | 4.8 | % |
EBITDA margin, as adjusted | | | 18.4 | % | | 18.2 | % | | | | | | | 17.7 | % | | 17.2 | % | | | |
NYSE:BLD | November 5, 2024 | topbuild.com |
TopBuild Corp.
Adjusted EBITDA (Unaudited)
(dollars in thousands)
| | Three Months Ended September 30, | | | | | | | Nine Months Ended September 30, | | | | | ||||||||
| | 2024 | | 2023 | | Change | | | 2024 | | 2023 | | Change | ||||||||
Total net sales | | | | | | | | | | | | | | | | | | | | | |
Sales before eliminations | | $ | 1,456,737 | | $ | 1,392,682 | | | | | | | $ | 4,245,083 | | $ | 4,101,689 | | | | |
Intercompany eliminations | | | (83,469) | | | (66,562) | | | | | | | | (227,486) | | | (193,069) | | | | |
Net sales after eliminations | | $ | 1,373,268 | | $ | 1,326,120 | | | 3.6 | % | | | $ | 4,017,597 | | $ | 3,908,620 | | | 2.8 | % |
| | | | | | | | | | | | | | | | | | | | | |
Operating profit, as reported - segments | | $ | 267,154 | | $ | 263,487 | | | | | | | $ | 761,579 | | $ | 741,977 | | | | |
General corporate expense, net | | | (9,685) | | | (14,494) | | | | | | | | (55,610) | | | (35,280) | | | | |
Intercompany eliminations | | | (13,476) | | | (11,501) | | | | | | | | (37,076) | | | (32,672) | | | | |
Operating profit, as reported | | $ | 243,993 | | $ | 237,492 | | | | | | | $ | 668,893 | | $ | 674,025 | | | | |
Operating margin, as reported | | | 17.8 | % | | 17.9 | % | | | | | | | 16.6 | % | | 17.2 | % | | | |
| | | | | | | | | | | | | | | | | | | | | |
Rationalization charges | | | 485 | | | 1,882 | | | | | | | | (7) | | | 1,882 | | | | |
Acquisition related costs † | | | 1,447 | | | 6,558 | | | | | | | | 6,502 | | | 12,317 | | | | |
Acquisition termination fee | | | - | | | - | | | | | | | | 23,000 | | | - | | | | |
Operating profit, as adjusted | | $ | 245,925 | | $ | 245,932 | | | | | | | $ | 698,388 | | $ | 688,224 | | | | |
Operating margin, as adjusted | | | 17.9 | % | | 18.5 | % | | | | | | | 17.4 | % | | 17.6 | % | | | |
| | | | | | | | | | | | | | | | | | | | | |
Share-based compensation | | | 3,646 | | | 4,194 | | | | | | | | 13,405 | | | 11,080 | | | | |
Depreciation and amortization | | | 35,486 | | | 33,564 | | | | | | | | 104,777 | | | 98,216 | | | | |
EBITDA, as adjusted | | $ | 285,057 | | $ | 283,690 | | | 0.5 | % | | | $ | 816,570 | | $ | 797,520 | | | 2.4 | % |
EBITDA margin, as adjusted | | | 20.8 | % | | 21.4 | % | | | | | | | 20.3 | % | | 20.4 | % | | | |
| | | | | | | | | | | | | | | | | | | | | |
Sales change period over period | | | 47,148 | | | | | | | | | | | 108,977 | | | | | | | |
EBITDA, as adjusted, change period over period | | | 1,367 | | | | | | | | | | | 19,050 | | | | | | | |
Incremental EBITDA, as adjusted, as a percentage of change in sales | | | 2.9 | % | | | | | | | | | | 17.5 | % | | | | | | |
† Acquisition related costs include corporate level adjustments as well as segment operating adjustments.
NYSE:BLD | November 5, 2024 | topbuild.com |
Same Branch and Acquisition Metrics (Unaudited)
(dollars in thousands)
| | Three Months Ended September 30, | | Nine Months Ended September 30, | | ||||||||
| | 2024 | | 2023 | | 2024 | | 2023 | | ||||
Net sales | | | | | | | | | | | | | |
Same branch: | | | | | | | | | | | | | |
Installation | | $ | 832,780 | | $ | 819,702 | | $ | 2,424,965 | | $ | 2,382,440 | |
Specialty Distribution | | | 592,641 | | | 571,009 | | | 1,721,267 | | | 1,703,871 | |
Eliminations | | | (83,469) | | | (66,562) | | | (227,486) | | | (193,069) | |
Total same branch | | $ | 1,341,952 | | $ | 1,324,149 | | $ | 3,918,746 | | $ | 3,893,242 | |
| | | | | | | | | | | | | |
Acquisitions (a): | | | | | | | | | | | | | |
Installation | | $ | 23,570 | | $ | - | | $ | 81,111 | | $ | - | |
Specialty Distribution | | | 7,746 | | | - | | | 17,740 | | | - | |
Total acquisitions | | $ | 31,316 | | $ | - | | | 98,851 | | | - | |
| | | | | | | | | | | | | |
Dispositions (b): | | | | | | | | | | | | | |
Installation | | $ | - | | $ | 1,971 | | $ | - | | $ | 15,378 | |
Total dispositions | | | - | | | 1,971 | | | - | | | 15,378 | |
Total net sales | | $ | 1,373,268 | | $ | 1,326,120 | | $ | 4,017,597 | | $ | 3,908,620 | |
| | | | | | | | | | | | | |
EBITDA, as adjusted | | | | | | | | | | | | | |
Same branch | | $ | 280,333 | | $ | 283,175 | | $ | 801,535 | | $ | 794,480 | |
Acquisitions (a) | | | 4,724 | | | - | | | 15,035 | | | - | |
Dispositions (b) | | | - | | | 515 | | | - | | | 3,040 | |
Total | | $ | 285,057 | | $ | 283,690 | | $ | 816,570 | | $ | 797,520 | |
| | | | | | | | | | | | | |
EBITDA, as adjusted, as a percentage of sales | | | | | | | | | | | | | |
Same branch (c) | | | 20.9 | % | | | | | 20.5 | % | | | |
Acquisitions (d) | | | 15.1 | % | | | | | 15.2 | % | | | |
Total (e) | | | 20.8 | % | | 21.4 | % | | 20.3 | % | | 20.4 | % |
| | | | | | | | | | | | | |
As Adjusted Incremental EBITDA, as a percentage of change in sales | | | | | | | | | | | | | |
Same branch (f) | | | NM | | | | | | 27.7 | % | | | |
Acquisitions (d) | | | 15.1 | % | | | | | 15.2 | % | | | |
Total (g) | | | 2.9 | % | | | | | 17.5 | % | | | |
(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 | November 5, 2024 | topbuild.com |
TopBuild Corp.
Non-GAAP Reconciliations (Unaudited)
(in thousands, except share and per common share amounts)
| | Three Months Ended September 30, | | Nine Months Ended September 30, | | ||||||||
| | 2024 | | 2023 | | 2024 | | 2023 | | ||||
Gross Profit Reconciliation | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Net sales | | $ | 1,373,268 | | $ | 1,326,120 | | $ | 4,017,597 | | $ | 3,908,620 | |
| | | | | | | | | | | | | |
Gross profit, as reported | | $ | 421,813 | | $ | 420,690 | | $ | 1,232,885 | | $ | 1,212,704 | |
| | | | | | | | | | | | | |
Acquisition related costs | | | - | | | - | | | - | | | - | |
Gross profit, as adjusted | | $ | 421,813 | | $ | 420,690 | | $ | 1,232,885 | | $ | 1,212,704 | |
| | | | | | | | | | | | | |
Gross margin, as reported | | | 30.7 | % | | 31.7 | % | | 30.7 | % | | 31.0 | % |
Gross margin, as adjusted | | | 30.7 | % | | 31.7 | % | | 30.7 | % | | 31.0 | % |
| | | | | | | | | | | | | |
Selling, General and Administrative Expense Reconciliation | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Selling, general, and administrative expense, as reported | | $ | 177,820 | | $ | 183,198 | | $ | 563,992 | | $ | 538,679 | |
| | | | | | | | | | | | | |
Rationalization charges | | | 485 | | | 1,882 | | | (7) | | | 1,882 | |
Acquisition related costs | | | 1,447 | | | 6,558 | | | 6,502 | | | 12,317 | |
Acquisition termination fee | | | - | | | - | | | 23,000 | | | - | |
Selling, general, and administrative expense, as adjusted | | $ | 175,888 | | $ | 174,758 | | $ | 534,497 | | $ | 524,480 | |
| | | | | | | | | | | | | |
Operating Profit Reconciliation | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Operating profit, as reported | | $ | 243,993 | | $ | 237,492 | | $ | 668,893 | | $ | 674,025 | |
| | | | | | | | | | | | | |
Rationalization charges | | | 485 | | | 1,882 | | | (7) | | | 1,882 | |
Acquisition related costs | | | 1,447 | | | 6,558 | | | 6,502 | | | 12,317 | |
Acquisition termination fee | | | - | | | - | | | 23,000 | | | - | |
Operating profit, as adjusted | | $ | 245,925 | | $ | 245,932 | | $ | 698,388 | | $ | 688,224 | |
| | | | | | | | | | | | | |
Operating margin, as reported | | | 17.8 | % | | 17.9 | % | | 16.6 | % | | 17.2 | % |
Operating margin, as adjusted | | | 17.9 | % | | 18.5 | % | | 17.4 | % | | 17.6 | % |
| | | | | | | | | | | | | |
Income Per Common Share Reconciliation | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Income before income taxes, as reported | | $ | 227,899 | | $ | 224,677 | | $ | 638,069 | | $ | 631,140 | |
| | | | | | | | | | | | | |
Rationalization charges | | | 485 | | | 1,882 | | | (7) | | | 1,882 | |
Acquisition related costs | | | 1,447 | | | 6,558 | | | 6,502 | | | 12,317 | |
Acquisition termination fee | | | - | | | - | | | 23,000 | | | - | |
Income before income taxes, as adjusted | | | 229,831 | | | 233,117 | | | 667,564 | | | 645,339 | |
| | | | | | | | | | | | | |
Tax rate at 26.0% | | | (59,756) | | | (60,610) | | | (173,567) | | | (167,788) | |
Income, as adjusted | | $ | 170,075 | | $ | 172,507 | | $ | 493,997 | | $ | 477,551 | |
| | | | | | | | | | | | | |
Income per common share, as adjusted | | $ | 5.68 | | $ | 5.43 | | $ | 15.89 | | $ | 15.04 | |
| | | | | | | | | | | | | |
Weighted average diluted common shares outstanding | | | 29,925,400 | | | 31,788,812 | | | 31,083,857 | | | 31,744,856 | |
NYSE:BLD | November 5, 2024 | topbuild.com |
TopBuild Corp.
Reconciliation of Adjusted EBITDA to Net Income (Unaudited)
(in thousands)
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2024 | | 2023 | | | 2024 | | 2023 | |||
Net income, as reported | | $ | 168,960 | | $ | 167,602 | | $ | 472,064 | | $ | 467,870 |
Adjustments to arrive at EBITDA, as adjusted: | | | | | | | | | | | | |
Interest expense and other, net | | | 16,094 | | | 12,815 | | | 30,824 | | | 42,885 |
Income tax expense | | | 58,939 | | | 57,075 | | | 166,005 | | | 163,270 |
Depreciation and amortization | | | 35,486 | | | 33,564 | | | 104,777 | | | 98,216 |
Share-based compensation | | | 3,646 | | | 4,194 | | | 13,405 | | | 11,080 |
Rationalization charges | | | 485 | | | 1,882 | | | (7) | | | 1,882 |
Acquisition related costs | | | 1,447 | | | 6,558 | | | 6,502 | | | 12,317 |
Acquisition termination fee | | | - | | | - | | | 23,000 | | | - |
EBITDA, as adjusted | | $ | 285,057 | | $ | 283,690 | | $ | 816,570 | | $ | 797,520 |
NYSE:BLD | November 5, 2024 | topbuild.com |
TopBuild Corp.
Acquisition Adjusted Net Sales (Unaudited)
(in thousands)
| 2023 | | 2024 | | Trailing Twelve Months Ended | |||||||||
| Q4 | | Q1 | | Q2 | | Q3 |
| September 30, 2024 | |||||
Net Sales | $ | 1,286,074 | | $ | 1,278,717 | | $ | 1,365,612 | | $ | 1,373,268 | | $ | 5,303,671 |
Acquisitions proforma adjustment † | | 28,367 | | | 24,075 | | | 10,603 | | | - | | | 63,045 |
Net sales, acquisition adjusted | $ | 1,314,441 | | $ | 1,302,792 | | $ | 1,376,215 | | $ | 1,373,268 | | $ | 5,366,716 |
† Trailing 12 months sales have been adjusted for the pro forma effect of acquired branches
NYSE:BLD | November 5, 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 | $ | 606.0 | | $ | 634.0 |
Adjustments to arrive at estimated EBITDA, as adjusted: | | | | | |
Interest expense and other, net | | 48.0 | | | 45.0 |
Income tax expense | | 213.0 | | | 222.0 |
Depreciation and amortization | | 142.0 | | | 140.0 |
Share-based compensation | | 17.0 | | | 16.0 |
Acquisition related costs & rationalization charges | | 29.0 | | | 28.0 |
Estimated EBITDA, as adjusted | $ | 1,055.0 | | $ | 1,085.0 |
NYSE:BLD | November 5, 2024 | topbuild.com |
Document and Entity Information |
Nov. 05, 2024 |
|---|---|
| Document and Entity Information [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | Nov. 05, 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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