8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of report (Date of earliest event reported): August 2, 2022

TopBuild Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-36870	47-3096382
(State or other Jurisdiction of	(Commission	(IRS Employer
Incorporation)	File Number)	Identification No.)

475 North Williamson Boulevard Daytona Beach, Florida	32114
(Address of Principal Executive Offices)	(Zip Code)

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

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

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

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

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	BLD	New York Stock Exchange

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

Emerging growth company ☐

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

Item 2.02.  Results of Operations and Financial Condition.

On August 2, 2022, TopBuild Corp., a Delaware corporation (the “Company”), issued a press release announcing its financial results for the quarter ended June 30, 2022 (the “Press Release”).  The Press Release, which is furnished as Exhibit 99.1, and the information included in Item 7.01 of this Current Report on Form 8-K (this “Report”) are incorporated by reference in this Item 2.02.

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

Item 7.01.  Regulation FD Disclosure.

On August 2, 2022, the Company issued the Press Release.  The Press Release, which is furnished as Exhibit 99.1, and the information included in Item 2.02 of this Report are incorporated by reference in this Item 7.01.

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

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

Exhibit Number	Description
99.1	Press release issued by TopBuild Corp., dated August 2, 2022, announcing its financial results for the quarter ended June 30, 2022.
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/ Robert Kuhns
		Name:	Robert Kuhns
		Title:	Vice President and Chief Financial Officer (Principal Financial Officer)
Dated: August 2, 2022

3

EX-99.1

Exhibit 99.1

NYSE:BLD

A leading installer and specialty distributor of insulation and related building material products to the construction industry in the United States and Canada

TopBuild Reports Second Quarter 2022 Results

● Sales increase 52.7% to $1.3 billion, same branch revenue increases 20.7%

● Net income increases 59.0% to $143.7 million, and 57.5% on an adjusted basis

● Adjusted EBITDA margin expands 100 basis points to 19.0%, 19.9% on a same branch basis, up 190 basis points

Second Quarter Financial Highlights ($ in 000s)

(unless otherwise indicated, comparisons are to the quarter ended June 30, 2021)

3 Months Ended 6/30/22	Reported	Change
Sales	$1,274,285	52.7%	“We are pleased to report another quarter of strong financial results. Our unique business model combining both installation and specialty distribution, a key differentiator and critical component of our success, should enable us to outperform in any environment. “We also continue to make great progress in the integration of DI and are ahead of schedule to achieve the $35 million to $40 million of synergies forecasted when we announced this transaction.” ROBERT BUCK, PRESIDENT & CEO, TOPBUILD
Gross Margin	30.1%	100 bps
SG&A as % of revenue	13.9%	10 bps
Operating Profit	$207,221	61.5%
Operating Margin	16.3%	90 bps
Net Income	$143,697	59.0%
Net Income per diluted share	$4.41	62.1%
3 Months Ended 6/30/22	Adjusted	Change
Sales	$1,274,285	52.7%
Gross Margin	30.1%	90 bps
SG&A as % of revenue	13.8%	20 bps
Operating Profit	$208,798	60.8%
Operating Margin	16.4%	80 bps
Net Income	$144,381	57.5%
Net Income per diluted share	$4.43	60.5%
EBITDA	$242,254	61.7%
EBITDA Margin	19.0%	100 bps

3 Months Ended 6/30/22	Adj. Same Branch	Change
Sales	$1,007,185	20.7%
Gross Margin	31.2%	200 bps
Operating Margin	17.8%	220 bps
EBITDA Margin	19.9%	190 bps
Incremental EBITDA	29.4%

NYSE:BLD August 2, 2022 topbuild.com

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Six Month Financial Highlights ($ in 000s)

(unless otherwise indicated, comparisons are to the six months ended June 30, 2021)

6 Months Ended 6/30/22	Reported	Change
Sales	$2,443,203	54.9%
Gross Margin	29.3%	130 bps
SG&A as % of revenue	14.1%	40 bps
Operating Profit	$371,175	65.6%
Operating Margin	15.2%	100 bps
Net Income	$258,410	72.0%
Net Income per diluted share	$7.87	73.7%
6 Months Ended 6/30/22	Adjusted	Change
Sales	$2,443,203	54.9%
Gross Margin	29.3%	130 bps
SG&A as % of revenue	13.9%	30 bps
Operating Profit	$376,302	65.7%
Operating Margin	15.4%	100 bps
Net Income	$259,986	63.8%
Net Income per diluted share	$7.92	65.7%
EBITDA	$443,984	67.1%
EBITDA Margin	18.2%	140 bps
6 Months Ended 6/30/22	Adj. Same Branch	Change
Sales	$1,889,050	19.8%
Gross Margin	30.4%	240 bps
Operating Margin	17.2%	280 bps
EBITDA Margin	19.3%	250 bps
Incremental EBITDA	32.0%

Operating Segment Highlights ($ in 000s)

(unless otherwise indicated, comparisons are to the period ended June 30, 2021)

NYSE:BLD August 2, 2022 topbuild.com

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Capital Allocation

Acquisitions

The Company acquired one residential insulation company in the second quarter, Assured Insulating, which serves markets in Northeastern Texas and Northwestern Louisiana. Through June 30, the Company has completed four acquisitions which are expected to contribute approximately $15.7 million in annual revenue.

Share Repurchases

The Company announced that its Board of Directors recently approved a new share repurchase program with authorization to purchase up to $200 million shares of the Company’s common stock.

As of June 30, 2022, Company has repurchased a total of 647,466 shares which includes a portion of the shares repurchased under an accelerated share repurchase program which will be completed in the third quarter.

Sales and Adjusted EBITDA Guidance ⁽¹⁾

($ in millions)

2022	Low	High	“As we look toward the second half of 2022, we expect demand for our services to remain steady in all three end-markets we serve: residential, commercial, and industrial. “Our focus will remain on the successful integration of DI, the strategic allocation of capital and ongoing initiatives to enhance operational efficiency, drive productivity and leverage our fixed costs.” ROBERT BUCK, PRESIDENT & CEO, TOPBUILD
Sales	$ 4,800	$ 4,900
Adjusted EBITDA*	$ 860	$ 900
*See table for adjusted EBITDA reconciliation.
(1) This outlook reflects management’s current view of present and future market conditions and are based on assumptions such as housing starts and completions, general and administrative expenses, weighted average diluted shares outstanding 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 2021 Annual Report on Form 10-K and subsequent SEC reports.

Conference Call

A conference call to discuss second quarter financial results is scheduled for today, Tuesday, August 2nd, at 9:00 a.m. Eastern Time. The call may be accessed by dialing (877) 407-9037. The conference call will be webcast simultaneously on the Company’s website at www.topbuild.com. In addition, a copy of management’s formal remarks and a presentation that summarizes management’s formal remarks will be available immediately prior to the conference call on www.topbuild.com.

About TopBuild

TopBuild Corp., headquartered in Daytona Beach, Florida, is a leading installer and specialty distributor of insulation and related building material products to the construction industry in the United States and Canada. We provide insulation installation services nationwide through our contractor services business which has approximately 230 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 180 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.

NYSE:BLD August 2, 2022 topbuild.com

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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 are distinguished by use of 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. 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

Tabitha Zane

tabitha.zane@topbuild.com

386-763-8801

(tables follow)

NYSE:BLD August 2, 2022 topbuild.com

TopBuild Corp.

Condensed Consolidated Statements of Operations (Unaudited)

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net sales	$	1,274,285	$	834,255	$	2,443,203	$	1,577,053
Cost of sales		890,188		591,075		1,727,905		1,136,114
Gross profit		384,097		243,180		715,298		440,939
Selling, general, and administrative expense		176,876		114,894		344,123		216,767
Operating profit		207,221		128,286		371,175		224,172
Other income (expense), net:
Interest expense		(13,410)		(6,105)		(25,375)		(12,707)
Loss on extinguishment of debt		—		—		—		(13,862)
Other, net		(279)		66		406		144
Other expense, net		(13,689)		(6,039)		(24,969)		(26,425)
Income before income taxes		193,532		122,247		346,206		197,747
Income tax expense		(49,835)		(31,867)		(87,796)		(47,525)
Net income	$	143,697	$	90,380	$	258,410	$	150,222
Net income per common share:
Basic	$	4.43	$	2.75	$	7.93	$	4.57
Diluted	$	4.41	$	2.72	$	7.87	$	4.53
Weighted average shares outstanding:
Basic		32,405,292		32,865,303		32,570,988		32,846,016
Diluted		32,614,449		33,177,435		32,827,549		33,190,107

NYSE:BLD August 2, 2022 topbuild.com

TopBuild Corp.

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(in thousands)

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net income	$	143,697	$	90,380	$	258,410	$	150,222
Other comprehensive (loss) income:
Foreign currency translation adjustment		(2,193)		-		1,026		-
Comprehensive income	$	141,504	$	90,380	$	259,436	$	150,222

NYSE:BLD August 2, 2022 topbuild.com

TopBuild Corp.

Condensed Consolidated Balance Sheets and Other Financial Data (Unaudited)

(dollars in thousands)

	As of
	June 30, 2022		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	123,869	$	139,779
Receivables, net of an allowance for credit losses of $12,558 at June 30, 2022, and $8,798 at December 31, 2021		773,744		668,419
Inventories, net		431,098		352,801
Prepaid expenses and other current assets		25,835		26,692
Total current assets		1,354,546		1,187,691
Right of use assets		174,361		177,177
Property and equipment, net		250,051		244,574
Goodwill		1,968,603		1,949,763
Other intangible assets, net		653,458		684,209
Deferred tax assets, net		—		1,905
Other assets		19,965		13,211
Total assets	$	4,420,984	$	4,258,530
LIABILITIES
Current liabilities:
Accounts payable	$	508,227	$	461,917
Current portion of long-term debt		38,162		38,640
Accrued liabilities		197,308		175,891
Short-term operating lease liabilities		55,284		54,591
Short-term finance lease liabilities		2,712		2,387
Total current liabilities		801,693		733,426
Long-term debt		1,437,102		1,454,483
Deferred tax liabilities, net		245,687		248,243
Long-term portion of insurance reserves		60,805		51,875
Long-term operating lease liabilities		124,191		125,339
Long-term finance lease liabilities		7,055		7,770
Other liabilities		1,788		960
Total liabilities		2,678,321		2,622,096
EQUITY		1,742,663		1,636,434
Total liabilities and equity	$	4,420,984	$	4,258,530

	As of June 30,
	2022			2021
Other Financial Data
Receivable days		46			45
Inventory days		48			30
Accounts payable days		62			74
Receivables, net plus inventories, net less accounts payable	$	696,615		$	313,631
Receivables, net plus inventories, net less accounts payable as a percent of sales (TTM) †		15.0	%		9.9	%

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

NYSE:BLD August 2, 2022 topbuild.com

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

	Six Months Ended June 30,
	2022		2021
Cash Flows Provided by (Used in) Operating Activities:
Net income	$	258,410	$	150,222
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		60,621		33,221
Share-based compensation		7,061		5,377
Loss on extinguishment of debt		—		13,862
Loss on sale of property and equipment		525		833
Amortization of debt issuance costs		1,427		858
Provision for bad debt expense		6,404		4,037
Loss from inventory obsolescence		3,610		1,129
Change in certain assets and liabilities
Receivables, net		(107,739)		(36,277)
Inventories, net		(82,621)		(8,055)
Prepaid expenses and other current assets		648		(2,273)
Accounts payable		47,540		21,782
Accrued liabilities		16,884		17,693
Other, net		4,927		(206)
Net cash provided by operating activities		217,697		202,203
Cash Flows Provided by (Used in) Investing Activities:
Purchases of property and equipment		(36,034)		(28,560)
Acquisition of businesses, net of cash acquired		(18,746)		(195,411)
Proceeds from sale of property and equipment		618		193
Net cash used in investing activities		(54,162)		(223,778)
Cash Flows Provided by (Used in) Financing Activities:
Proceeds from issuance of long-term debt		—		411,250
Repayment of long-term debt		(19,287)		(421,716)
Payment of debt issuance costs		—		(6,500)
Proceeds from revolving credit facility		70,000		—
Repayment of revolving credit facility		(70,000)		—
Taxes withheld and paid on employees' equity awards		(11,667)		(11,491)
Exercise of stock options		1,452		5,952
Repurchase of shares of common stock		(150,050)		(24,038)
Payment of contingent consideration		(35)		(150)
Net cash used in financing activities		(179,587)		(46,693)
Impact of exchange rate changes on cash		142		—
Net decrease in cash and cash equivalents		(15,910)		(68,268)
Cash and cash equivalents- Beginning of period		139,779		330,007
Cash and cash equivalents- End of period	$	123,869	$	261,739
Supplemental disclosure of noncash activities:
Leased assets obtained in exchange for new operating lease liabilities	$	36,129	$	39,135
Accruals for property and equipment		563		460

NYSE:BLD August 2, 2022 topbuild.com

TopBuild Corp.

Segment Data (Unaudited)

(dollars in thousands)

	Three Months Ended June 30,									Six Months Ended June 30,
	2022			2021			Change			2022			2021			Change
Installation
Sales	$	748,968		$	605,625			23.7	%	$	1,425,661		$	1,138,378			25.2	%
Operating profit, as reported	$	139,919		$	99,066					$	252,598		$	172,702
Operating margin, as reported		18.7	%		16.4	%					17.7	%		15.2	%
Rationalization charges		−			−						473			−
Acquisition related costs		16			1,112						96			1,112
COVID-19 pay		−			116						−			605
Operating profit, as adjusted	$	139,935		$	100,294					$	253,167		$	174,419
Operating margin, as adjusted		18.7	%		16.6	%					17.8	%		15.3	%
Share-based compensation		282			274						689			614
Depreciation and amortization		15,319			14,857						31,004			27,683
EBITDA, as adjusted	$	155,536		$	115,425			34.8	%	$	284,860		$	202,716			40.5	%
EBITDA margin, as adjusted		20.8	%		19.1	%					20.0	%		17.8	%
Specialty Distribution
Sales	$	587,791		$	273,364			115.0	%	$	1,131,653		$	524,965			115.6	%
Operating profit, as reported	$	86,749		$	42,856					$	157,170		$	78,241
Operating margin, as reported		14.8	%		15.7	%					13.9	%		14.9	%
Acquisition related costs		334			−						575			−
COVID-19 pay		−			20						−			54
Operating profit, as adjusted	$	87,083		$	42,876					$	157,745		$	78,295
Operating margin, as adjusted		14.8	%		15.7	%					13.9	%		14.9	%
Share-based compensation		287			244						641			488
Depreciation and amortization		14,005			2,112						28,034			4,200
EBITDA, as adjusted	$	101,375		$	45,232			124.1	%	$	186,420		$	82,983			124.6	%
EBITDA margin, as adjusted		17.2	%		16.5	%					16.5	%		15.8	%

NYSE:BLD August 2, 2022 topbuild.com

TopBuild Corp.

Adjusted EBITDA (Unaudited)

(dollars in thousands)

	Three Months Ended June 30,									Six Months Ended June 30,
	2022			2021			Change			2022			2021			Change
Total net sales
Sales before eliminations	$	1,336,759		$	878,989					$	2,557,314		$	1,663,343
Intercompany eliminations		(62,474)			(44,734)						(114,111)			(86,290)
Net sales after eliminations	$	1,274,285		$	834,255			52.7	%	$	2,443,203		$	1,577,053			54.9	%
Operating profit, as reported - segments	$	226,668		$	141,922					$	409,768		$	250,943
General corporate expense, net		(9,012)			(6,704)						(19,449)			(13,311)
Intercompany eliminations		(10,435)			(6,932)						(19,144)			(13,460)
Operating profit, as reported	$	207,221		$	128,286					$	371,175		$	224,172
Operating margin, as reported		16.3	%		15.4	%					15.2	%		14.2	%
Rationalization charges		-			-						473			16
Acquisition related costs †		1,577			1,457						4,654			2,210
COVID-19 pay		-			136						-			659
Operating profit, as adjusted	$	208,798		$	129,879					$	376,302		$	227,057
Operating margin, as adjusted		16.4	%		15.6	%					15.4	%		14.4	%
Share-based compensation		3,334			2,266						7,061			5,377
Depreciation and amortization		30,122			17,703						60,621			33,221
EBITDA, as adjusted	$	242,254		$	149,848			61.7	%	$	443,984		$	265,655			67.1	%
EBITDA margin, as adjusted		19.0	%		18.0	%					18.2	%		16.8	%
Sales change period over period		440,030									866,150
EBITDA, as adjusted, change period over period		92,406									178,329
Incremental EBITDA, as adjusted, as a percentage of change in sales		21.0	%								20.6	%

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

NYSE:BLD August 2, 2022 topbuild.com

TopBuild Corp.

Non-GAAP Reconciliations (Unaudited)

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Gross Profit Reconciliation
Net sales	$	1,274,285		$	834,255		$	2,443,203		$	1,577,053
Gross profit, as reported	$	384,097		$	243,180		$	715,298		$	440,939
Acquisition related costs		-			-			121			-
COVID-19 pay		-			122			-			592
Gross profit, as adjusted	$	384,097		$	243,302		$	715,419		$	441,531
Gross margin, as reported		30.1	%		29.1	%		29.3	%		28.0	%
Gross margin, as adjusted		30.1	%		29.2	%		29.3	%		28.0	%
Selling, General and Administrative Expense Reconciliation
Selling, general, and administrative expense, as reported	$	176,876		$	114,894		$	344,123		$	216,767
Rationalization charges		-			-			473			16
Acquisition related costs		1,577			1,457			4,533			2,210
COVID-19 pay		-			14			-			67
Selling, general, and administrative expense, as adjusted	$	175,299		$	113,423		$	339,117		$	214,474
Operating Profit Reconciliation
Operating profit, as reported	$	207,221		$	128,286		$	371,175		$	224,172
Rationalization charges		-			-			473			16
Acquisition related costs		1,577			1,457			4,654			2,210
COVID-19 pay		-			136			-			659
Operating profit, as adjusted	$	208,798		$	129,879		$	376,302		$	227,057
Operating margin, as reported		16.3	%		15.4	%		15.2	%		14.2	%
Operating margin, as adjusted		16.4	%		15.6	%		15.4	%		14.4	%
Income Per Common Share Reconciliation
Income before income taxes, as reported	$	193,532		$	122,247		$	346,206		$	197,747
Rationalization charges		-			-			473			16
Acquisition related costs		1,577			1,457			4,654			2,210
Refinancing costs and loss on extinguishment of debt		-			-			-			13,862
COVID-19 pay		-			136			-			659
Income before income taxes, as adjusted		195,109			123,840			351,333			214,494
Tax rate at 26.0%		(50,728)			(32,198)			(91,347)			(55,769)
Income, as adjusted	$	144,381		$	91,642		$	259,986		$	158,725
Income per common share, as adjusted	$	4.43		$	2.76		$	7.92		$	4.78
Weighted average diluted common shares outstanding		32,614,449			33,177,435			32,827,549			33,190,107

NYSE:BLD August 2, 2022 topbuild.com

TopBuild Corp.

Same Branch and Acquisition Metrics (Unaudited)

(dollars in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Net sales
Same branch:
Installation	$	736,643		$	605,625		$	1,360,243		$	1,138,378
Specialty Distribution		328,807			273,364			638,018			524,965
Eliminations		(58,265)			(44,734)			(109,211)			(86,290)
Total same branch		1,007,185			834,255			1,889,050			1,577,053
Acquisitions (a):
Installation	$	12,325		$	-		$	65,418		$	-
Specialty Distribution		258,984			-			493,635			-
Eliminations		(4,209)			-			(4,900)			-
Total acquisitions		267,100			-			554,153			-
Total	$	1,274,285		$	834,255		$	2,443,203		$	1,577,053
Gross profit, as adjusted
Same branch	$	314,012		$	243,302		$	575,006		$	441,531
Acquisitions (a)		70,085			-			140,292			-
Total	$	384,097		$	243,302		$	715,298		$	441,531
Gross margin, as adjusted
Same branch (b)		31.2	%		29.2	%		30.4	%		28.0	%
Acquisitions (c)		26.2	%					25.3	%
Operating profit, as adjusted
Same branch	$	179,512		$	129,879		$	324,127		$	227,057
Acquisitions (a)		29,286			-			52,175			-
Total	$	208,798		$	129,879		$	376,302		$	227,057
Operating margin, as adjusted
Same branch (b)		17.8	%		15.6	%		17.2	%		14.4	%
Acquisitions (c)		11.0	%					9.4	%
EBITDA, as adjusted
Same branch	$	200,667		$	149,848		$	365,435		$	265,655
Acquisitions (a)		41,587			-			78,549			-
Total	$	242,254		$	149,848		$	443,984		$	265,655
EBITDA, as adjusted, as a percentage of sales
Same branch (b)		19.9	%					19.3	%
Acquisitions (c)		15.6	%					14.2	%
Total (d)		19.0	%		18.0	%		18.2	%		16.8	%
As Adjusted Incremental EBITDA, as a percentage of change in sales
Same branch (e)		29.4	%					32.0	%
Acquisitions (c)		15.6	%					14.2	%
Total (f)		21.0	%					20.6	%

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

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

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

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

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

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

NYSE:BLD August 2, 2022 topbuild.com

TopBuild Corp.

Reconciliation of Adjusted EBITDA to Net Income (Unaudited)

(in thousands)

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net income, as reported	$	143,697	$	90,380	$	258,410	$	150,222
Adjustments to arrive at EBITDA, as adjusted:
Interest expense and other, net		13,689		6,039		24,969		12,563
Income tax expense		49,835		31,867		87,796		47,525
Depreciation and amortization		30,122		17,703		60,621		33,221
Share-based compensation		3,334		2,266		7,061		5,377
Rationalization charges		-		-		473		16
Acquisition related costs		1,577		1,457		4,654		2,210
Refinancing costs and loss on extinguishment of debt		-		-		-		13,862
COVID-19 pay		-		136		-		659
EBITDA, as adjusted	$	242,254	$	149,848	$	443,984	$	265,655

NYSE:BLD August 2, 2022 topbuild.com

TopBuild Corp.

Acquisition Adjusted Net Sales (Unaudited)

(in thousands)

	2021				2022				Trailing Twelve Months Ended
	Q3		Q4		Q1		Q2		June 30, 2022
Net Sales	$	845,757	$	1,063,398	$	1,168,918	$	1,274,285	$	4,352,358
Acquisitions proforma adjustment †		231,146		48,816		2,481		39		282,482
Net sales, acquisition adjusted	$	1,076,903	$	1,112,214	$	1,171,399	$	1,274,324	$	4,634,840

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

NYSE:BLD August 2, 2022 topbuild.com

TopBuild Corp.

2022 Estimated Adjusted EBITDA Range (Unaudited)
(in millions)

	Twelve Months Ending December 31, 2022
		Low		High
Estimated net income	$	481.5		520.1
Adjustments to arrive at estimated EBITDA, as adjusted:
Interest expense and other, net		61.0		58.0
Income tax expense		169.2		182.7
Depreciation and amortization		124.9		120.8
Share-based compensation		13.4		11.4
Rationalization charges		2.0		1.0
Acquisition related costs		8.0		6.0
Estimated EBITDA, as adjusted	$	860.0	$	900.0

NYSE:BLD August 2, 2022 topbuild.com

XML

Document and Entity Information	Aug. 02, 2022
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Aug. 02, 2022
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