Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

WASHINGTON, D.C.  20549

 


 

FORM 10-Q

 

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2016

 

 

 

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                to               

 

Commission file number: 1-36870

 

TopBuild Corp.

(Exact name of Registrant as Specified in its Charter)

 

 

 

Delaware

(State or Other Jurisdiction of Incorporation or
Organization)

47-3096382

(I.R.S. Employer
Identification No.)

 

 

 

 

260 Jimmy Ann Drive

Daytona Beach, Florida

(Address of Principal Executive Offices)

32114

(Zip Code)

 

(386) 304-2200

(Registrant's telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

                                                 Yes            No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 

 

                                                 Yes            No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 

 

Large accelerated filer        Accelerated filer        Smaller reporting company  

Non-accelerated filer (Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

                                                 Yes            No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

 

Class

Shares Outstanding at May 2, 2016

Common stock, par value $.01 per share

   38,460,478  

 

 

 

 


 

Table of Contents

TOPBUILD CORP.

 

TABLE OF CONTENTS

 

 

 

 

 

 

 

Page No.

 

 

 

Part I. 

Financial Information

 

 

 

 

Item 1. 

Financial Statements (Unaudited):

 

 

 

 

 

Condensed Consolidated Balance Sheets

3

 

 

 

 

Condensed Consolidated Statements of Operations

4

 

 

 

 

Condensed Consolidated Statements of Cash Flows

5

 

 

 

 

Condensed Consolidated Statements of Changes in Equity

6

 

 

 

 

Notes to Condensed Consolidated Financial Statements

7

 

 

 

Item 2. 

Management's Discussion and Analysis of Financial Condition and Results of Operations

18

 

 

 

Item 3. 

Quantitative and Qualitative Disclosures About Market Risk

23

 

 

 

Item 4. 

Controls and Procedures

24

 

 

 

 

 

 

Part II. 

Other Information

 

 

 

 

Item 1. 

Legal Proceedings

25

 

 

 

Item 1A. 

Risk Factors

25

 

 

 

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

25

 

 

 

Item 3. 

Defaults upon Senior Securities

25

 

 

 

Item 4. 

Mine Safety Disclosures

25

 

 

 

Item 5. 

Other Information

26

 

 

 

Item 6. 

Exhibits

26

 

 

 

Signature 

27

 

 

 

Index to Exhibits 

28

 

 

 

 

 

 

 

 

 

 

2


 

Table of Contents

PART I – FINANCIAL INFORMATION

 

Item 1.  FINANCIAL STATEMENTS

 

TOPBUILD CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands except share data)

 

 

 

 

 

 

 

 

 

 

As of

 

 

March 31, 

 

December 31, 

 

 

2016

 

2015

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

108,150

 

$

112,848

Receivables, net of an allowance for doubtful accounts of $3,334 and $3,399 at March 31, 2016 and December 31, 2015, respectively

 

 

243,000

 

 

235,549

Inventories, net

 

 

108,016

 

 

118,701

Prepaid expenses and other current assets

 

 

6,096

 

 

13,263

Total current assets

 

 

465,262

 

 

480,361

 

 

 

 

 

 

 

Property and equipment, net

 

 

92,098

 

 

93,066

Goodwill

 

 

1,044,041

 

 

1,044,041

Other intangible assets, net

 

 

1,778

 

 

1,987

Deferred tax assets, net

 

 

20,549

 

 

20,549

Other assets

 

 

2,127

 

 

2,245

Total assets

 

$

1,625,855

 

$

1,642,249

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

223,308

 

$

253,311

Current portion of long-term debt

 

 

17,500

 

 

15,000

Accrued liabilities

 

 

65,527

 

 

58,369

Total current liabilities

 

 

306,335

 

 

326,680

 

 

 

 

 

 

 

Long-term debt

 

 

173,543

 

 

178,457

Deferred tax liabilities, net

 

 

181,251

 

 

181,254

Long-term portion of insurance reserves

 

 

38,641

 

 

39,655

Other liabilities

 

 

435

 

 

474

Total liabilities

 

 

700,205

 

 

726,520

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Preferred stock, $0.01 par value: 10,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2016 and December 31, 2015

 

 

 —

 

 

 —

Common stock, $0.01 par value: 250,000,000 shares authorized; 38,480,200 and 38,268,375 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively

 

 

385

 

 

377

Treasury stock, 53,408 shares at March 31, 2016, at cost

 

 

(1,539)

 

 

 —

Additional paid-in capital

 

 

839,312

 

 

838,976

Retained earnings

 

 

87,492

 

 

76,376

Total equity

 

 

925,650

 

 

915,729

Total liabilities and equity

 

$

1,625,855

 

$

1,642,249

See notes to our unaudited condensed consolidated financial statements.

3


 

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TOPBUILD CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands except per common share data)

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

 

2016

 

2015

Net sales

    

$

414,024

    

$

358,460

Cost of sales

 

 

324,569

 

 

284,644

Gross profit

 

 

89,455

 

 

73,816

 

 

 

 

 

 

 

Selling, general, and administrative expense

 

 

69,688

 

 

74,963

Operating profit (loss)

 

 

19,767

 

 

(1,147)

 

 

 

 

 

 

 

Other income (expense), net:

 

 

 

 

 

 

Interest expense

 

 

(1,673)

 

 

(3,161)

Other, net

 

 

75

 

 

8

Other expense, net

 

 

(1,598)

 

 

(3,153)

Income (loss) from continuing operations before income taxes

 

 

18,169

 

 

(4,300)

 

 

 

 

 

 

 

Income tax (expense) benefit from continuing operations

 

 

(7,053)

 

 

500

Income (loss) from continuing operations

 

 

11,116

 

 

(3,800)

 

 

 

 

 

 

 

Income from discontinued operations, net

 

 

 —

 

 

1

Net income (loss)

 

$

11,116

 

$

(3,799)

 

 

 

 

 

 

 

Income (loss) per common share:

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

0.29

 

$

(0.10)

Income from discontinued operations, net

 

 

 —

 

 

 —

Net income (loss)

 

$

0.29

 

$

(0.10)

 

 

 

 

 

 

 

Diluted:

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

0.29

 

$

(0.10)

Income from discontinued operations, net

 

 

 —

 

 

 —

Net income (loss)

 

$

0.29

 

$

(0.10)

See notes to our unaudited condensed consolidated financial statements.

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TOPBUILD CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

 

2016

 

2015

Net Cash From (For) Operating Activities:

 

 

    

    

 

    

Net income (loss)

 

$

11,116

 

$

(3,799)

Adjustments to reconcile net income (loss) to net cash from (for) operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

2,895

 

 

3,053

Share-based compensation

 

 

1,600

 

 

808

Loss on sale or abandonment of property and equipment

 

 

950

 

 

97

Provision for bad debt expense

 

 

1,054

 

 

944

Loss from inventory obsolescence

 

 

335

 

 

358

Deferred income taxes, net

 

 

(3)

 

 

(500)

Changes in certain assets and liabilities:

 

 

 

 

 

 

Receivables, net

 

 

(8,505)

 

 

2,047

Inventories, net

 

 

10,350

 

 

2,223

Prepaid expenses and other current assets

 

 

7,167

 

 

450

Accounts payable

 

 

(29,846)

 

 

(31,265)

Long-term portion of insurance reserves

 

 

(1,014)

 

 

1,713

Accrued liabilities

 

 

7,158

 

 

5,232

Other, net

 

 

96

 

 

 —

Net cash from (for) operating activities

 

 

3,353

 

 

(18,639)

 

 

 

 

 

 

 

Cash Flows From (For) Investing Activities:

 

 

 

 

 

 

Purchases of property and equipment

 

 

(2,900)

 

 

(2,298)

Proceeds from sale of property and equipment

 

 

76

 

 

369

Other, net

 

 

68

 

 

140

Net cash for investing activities

 

 

(2,756)

 

 

(1,789)

 

 

 

 

 

 

 

Cash Flows From (For) Financing Activities:

 

 

 

 

 

 

Net transfer from Former Parent

 

 

 —

 

 

21,062

Repayment of long-term debt

 

 

(2,500)

 

 

 —

Taxes withheld and paid on employees' equity awards

 

 

(1,256)

 

 

 —

Repurchase of shares of common stock

 

 

(1,539)

 

 

 —

Net cash (for) from financing activities

 

 

(5,295)

 

 

21,062

 

 

 

 

 

 

 

Cash and Cash Equivalents

 

 

 

 

 

 

(Decrease) increase for the period

 

 

(4,698)

 

 

634

Beginning of year

 

 

112,848

 

 

2,965

End of period

 

$

108,150

 

$

3,599

 

 

 

 

 

 

 

Supplemental disclosure of noncash investing activities:

 

 

 

 

 

 

Accruals for property and equipment

 

$

426

 

$

 —

See notes to our unaudited condensed consolidated financial statements.

5


 

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TOPBUILD CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited)

(In thousands except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common

 

Treasury

 

Additional

 

 

 

Former

 

 

 

 

 

Stock

 

Stock

 

Paid-in

 

Retained

 

Parent

 

 

 

 

 

($0.01 par value)

 

at cost

 

Capital

 

Earnings

 

Investment

 

Equity

Balance at December 31, 2014

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

952,292

 

$

952,292

Net loss

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(3,799)

 

 

(3,799)

Net transfers from Former Parent

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

24,770

 

 

24,770

Balance at March 31, 2015

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

973,263

 

$

973,263

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2015

 

$

377

 

$

 —

 

$

838,976

 

$

76,376

 

$

 —

 

$

915,729

Net income

 

 

 —

 

 

 —

 

 

 —

 

 

11,116

 

 

 —

 

 

11,116

Share-based compensation

 

 

 —

 

 

 —

 

 

1,600

 

 

 —

 

 

 —

 

 

1,600

Issuance of restricted share awards under long-term equity incentive plan

 

 

8

 

 

 —

 

 

(8)

 

 

 —

 

 

 —

 

 

 —

Repurchase of 53,408 shares of common stock pursuant to Share Repurchase Program

 

 

 —

 

 

(1,539)

 

 

 —

 

 

 —

 

 

 —

 

 

(1,539)

50,728 shares of common stock withheld to satisfy statutory withholding requirements

 

 

 —

 

 

 —

 

 

(1,256)

 

 

 —

 

 

 —

 

 

(1,256)

Balance at March 31, 2016

 

$

385

 

$

(1,539)

 

$

839,312

 

$

87,492

 

$

 —

 

$

925,650

See notes to our unaudited condensed consolidated financial statements.

 

 

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TOPBUILD CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

1. BASIS OF PRESENTATION

 

On June 30, 2015 (the “Effective Date”), Masco Corporation (“Masco” or the “Former Parent”) completed the separation (the “Separation”) of its Installation and Other Services businesses (the “Services Business”) from its other businesses.  On the Effective Date, TopBuild Corp. (“TopBuild” or the “Company”), a Delaware corporation formed in anticipation of the Separation, became an independent public company which holds, through its subsidiaries, the assets and liabilities associated with the Services Business.  The Separation was achieved through the distribution of 100 percent of the outstanding capital stock of TopBuild to holders of Masco common stock.  References to “TopBuild,” the “Company,” “we,” “our,” and “us” refer to TopBuild Corp. and its consolidated subsidiaries.

 

These condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

 

Prior to the Separation, the consolidated financial statements of TopBuild were prepared on a stand-alone basis and reflect the historical results of operations, financial position, and cash flows of Masco’s Services Business, including an allocable portion of corporate costs. 

 

We report our business in two segments: Installation and Distribution.  Our Installation segment principally includes the sale and installation of insulation and other building products.  Our Distribution segment principally includes the distribution of insulation and other building products.  Our segments are based on our operating units, for which financial information is regularly evaluated by our corporate operating executives.

 

In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments, of a normal recurring nature, necessary to state fairly our financial position as of March 31, 2016, our results of operations for the three months ended March 31, 2016, and cash flows for the three months ended March 31, 2016.  The Condensed Consolidated Balance Sheet at December 31, 2015, was derived from our audited financial statements, but does not include all disclosures required by generally accepted accounting principles in the United States of America (“U.S. GAAP”).

 

2. ACCOUNTING POLICIES

 

Financial Statement Presentation.  The condensed consolidated financial statements have been developed in conformity with U.S. GAAP, which requires management to make estimates and assumptions.  These estimates and assumptions affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.  Actual results could differ materially from these estimates.  Our financial statements for the periods prior to the Separation have been derived from the financial statements and accounting records of Masco using the historical results of operations and historical basis of assets and liabilities of the Services Business, and reflect Masco’s net investment in the Services Business. 

 

All intercompany transactions between TopBuild entities have been eliminated. Transactions between TopBuild and Masco prior to the Separation, with the exception of purchase transactions, are reflected in the Condensed Consolidated Statements of Cash Flows as a financing activity in “Net transfer from Former Parent” and in the Condensed Consolidated Statements of Changes in Equity as “Former Parent Investment.”

 

The accompanying condensed consolidated financial statements for the periods prior to the Separation include allocations of general corporate expenses incurred by Masco for functions such as corporate human resources, finance, and legal, including salaries, benefits, and other related costs.  These general corporate expenses were allocated to TopBuild on the basis of sales.  Total allocated general corporate costs were $7.9 million for the three months ended March 31, 2015.  These costs were included in selling, general, and administrative expenses.

 

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TOPBUILD CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Prior to the Separation, Masco incurred certain operating expenses on behalf of the Services Business that were allocated to TopBuild based on direct benefit or usage.  These allocated operating expenses were $4.4 million for the three months ended March 31, 2015.  These costs were included in selling, general, and administrative expenses.  An estimate of these operating expenses was allocated to each of TopBuild’s reporting segments based on a percentage of sales.

 

For the periods prior to the Separation, these condensed consolidated financial statements may not reflect the actual expenses that would have been incurred had we operated as a stand-alone company and may not reflect the consolidated results of operations, financial position, and cash flows had we operated as a stand-alone company.  Actual costs that would have been incurred if we had operated as a stand-alone company prior to the Separation would have depended on multiple factors, including organizational structure and strategic decisions made in various areas, including, without limitation, information technology and infrastructure.

 

During the quarter ended March 31, 2015, we identified an error related primarily to the misallocation of a favorable legal settlement to general corporate expenses of TopBuild in the fourth quarter of 2014.  The impact of the error was to understate the allocation of corporate expenses reported as selling, general, and administrative expense and overstate operating profit by $1.9 million.  The error was not considered material to the previously reported 2014 financial statements.  The Company recorded the correction of the error by an out-of-period adjustment in the first quarter of 2015, which is therefore reflected in the three months ended March 31, 2015, Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows.

 

Share-based Compensation.  Our share-based compensation program currently consists of restricted share awards (“RSAs”) and stock option awards (“Options”).  Share-based compensation is reported in selling, general, and administrative expense.

 

The following table details our award types and accounting policies:

 

 

 

 

 

 

Award Type:

Fair Value Determination

Vesting

Expense
Recognition‡

Expense
Measurement

Restricted Share Awards

 

 

 

 

Service Condition

Closing stock price on date of grant

Ratably;
3 or 5 years

Straight-line

Fair value at grant date

Performance Condition

Closing stock price on date of grant

Cliff;
3 years

Straight-line;
Adjusted based on meeting or exceeding performance targets

Evaluated quarterly;
0 - 200% of fair value at grant date depending on performance

Market Condition

Monte-Carlo Simulation

Cliff;
3 years

Straight-line;
Recognized even if condition is not met

Fair value at grant date

Stock Options†

Black-Scholes Options Pricing Model

Ratably;
3 or 5 years

Straight-line

Fair value at grant date

 


†Stock options expire no later than 10 years after the grant date.

‡Expense is reversed if award is forfeited prior to vesting.

 

Recently Issued Accounting Pronouncements:    In May 2014 the Financial Accounting Standards Board (“FASB”) issued a new standard for revenue recognition, Accounting Standards Codification 606 (“ASC 606”).  The purpose of ASC 606 is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability across industries.  ASC 606 is effective for us for annual periods beginning January 1, 2018.  We are currently evaluating the impact the adoption of this new standard will have on our results of operations.

 

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TOPBUILD CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

In July 2015, the FASB issued Accounting Standards Update 2015-11 (“ASU 2015-11”) “Simplifying the Measurement of Inventory.”  Under the amendment, ASU 2015-11, inventory should be measured at the lower of cost and net realizable value.  Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.  This guidance is effective for fiscal years beginning after December 15, 2016.  Early adoption is permitted; however, we do not anticipate adopting this standard until the first quarter of 2017.  We do not anticipate the adoption of this amendment will have a material impact on our financial position or results of operations.

 

In February 2016, the FASB issued Accounting Standards Update 2016-02 (“ASU 2016-02”), “Leases.”  This standard requires a lessee to recognize most leases on their balance sheet.  Companies are required to use a modified retrospective transition method for all existing leases.  This standard is effective for annual periods beginning after December 15, 2018, and interim periods therein.  Early adoption is permitted.  We have not yet selected an adoption date nor have we determined the effect on our financial position or results of operations.

 

In March 2016, the FASB issued Accounting Standards Update 2016-09 (“ASU 2016-09”), “Improvements to Employee Share-Based Payment Accounting.”  This update is intended to simplify several aspects of the accounting for share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows.  Under this guidance, an entity recognizes all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement.  This update is effective for annual and interim periods beginning after December 15, 2016, which will require us to adopt these provisions in the first quarter of 2017.  Early adoption is permitted.  We have not yet selected an adoption date nor have we determined the effect on our financial position or results of operations.

 

3. GOODWILL AND OTHER INTANGIBLES

 

The changes in the carrying amount of goodwill for the three months ended March 31, 2016, by segment, were as follows, in thousands:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Goodwill

 

Gross Goodwill

 

Accumulated

 

Net Goodwill

 

 

 

at

 

at

 

Impairment

 

at

 

 

 

December 31, 2015

 

March 31, 2016

 

Losses

 

March 31, 2016

 

Installation

 

$

1,389,775

 

$

1,389,775

 

$

(762,021)

 

$

627,754

 

Distribution

 

 

416,287

 

 

416,287

 

 

 —

 

 

416,287

 

Total

 

$

1,806,062

 

$

1,806,062

 

$

(762,021)

 

$

1,044,041

 

 

Other intangible assets, net includes the carrying value of our definite-lived intangible assets of $1.8 million (net of accumulated amortization of $18.1 million) at March 31, 2016, and $2.0 million (net of accumulated amortization of $17.9 million) at December 31, 2015.

 

4. DEPRECIATION AND AMORTIZATION

 

The following table sets forth our depreciation and amortization expense for the three months ended March 31, 2016 and 2015, in thousands:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

 

 

2016

 

2015

 

Depreciation

 

$

2,686

 

$

2,782

 

Amortization

 

 

209

 

 

271

 

Total

 

$

2,895

 

$

3,053

 

 

 

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Table of Contents

TOPBUILD CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

5. LONG-TERM DEBT

 

In connection with the Separation, the Company and its wholly-owned domestic subsidiaries (collectively, the “Guarantors”) entered into a credit agreement and related collateral and guarantee documentation (collectively, the “Credit Agreement”) with PNC Bank, National Association, as administrative agent, and the other lenders and agents party thereto.  The Credit Agreement was executed by the parties thereto on June 9, 2015, with an effective date of June 30, 2015.

 

The Credit Agreement consists of a senior secured term loan facility (“term loan facility”) of $200 million and a senior secured revolving credit facility (“revolving facility”) which provides borrowing availability of up to $125 million.  Together, the term loan facility and revolving facility are referred to as the credit facility.  Additional borrowing capacity under the credit facility may be accessed by the Company in an aggregate amount not to exceed $100 million without the consent of the lenders, subject to certain conditions (including existing or new lenders providing commitments in respect of such additional borrowing capacity).  The credit facility is scheduled to mature on June 30, 2020.

 

The revolving facility includes a $100 million sublimit for the issuance of letters of credit and a $15 million sublimit for swingline loans.  Swingline loans and letters of credit issued under the revolving facility reduce the availability under the revolving facility.

 

The proceeds of the $200 million term loan facility were used to finance a cash distribution to Masco in connection with the Separation.  We expect to use the borrowing capacity under the revolving facility from time to time for working capital and funds for general corporate purposes. 

 

Interest payable on the credit facility is based on either:

 

-

the London interbank offered rate (“LIBOR”), adjusted for statutory reserve requirements (the “Adjusted LIBOR Rate”); or

 

-

the Base Rate, which is defined as the highest of (a) the prime rate, (b) the federal funds open rate plus 0.50 percent, and (c) the daily LIBOR rate for a one-month interest period plus 1.0 percent,

 

plus, (A) in the case of Adjusted LIBOR Rate borrowings, applicable margins ranging from 1.00 percent to 2.00 percent per annum, and (B) in the case of Base Rate borrowings, spreads ranging from 0.00 percent to 1.00 percent per annum, depending on, in each of (A) and (B), the Company’s Total Leverage Ratio, defined as the ratio of debt to EBITDA, ranging from less than or equal to 1.00:1.00 to greater than 2.50:1.00.  The interest rate period with respect to the Adjusted LIBOR Rate interest rate option can be set at one-, two-, three-, or six-months, and in certain circumstances one-week or 12-months, as selected by the Company in accordance with the terms of the Credit Agreement.  The interest rate as of March 31, 2016, was 2.44 percent.

 

The Company shall make payments on the outstanding principal amount of the term loan in quarterly principal installments based on annual amortization of (a) for the first year, 5 percent, (b) for the second, third, and fourth years, 10 percent per year, and (c) for the fifth year, 15 percent, with the remaining balance payable on the scheduled maturity date of the term loan.

 

The following table reconciles the principal balance of our long-term debt to our Condensed Consolidated Balance Sheets, in thousands:

 

 

 

 

 

 

 

 

 

 

As of

 

 

March 31, 

 

December 31, 

 

    

2016

 

2015

Current portion of long-term debt

 

$

17,500

 

$

15,000

Long-term portion of long-term debt

 

 

175,000

 

 

180,000

Unamortized debt issuance costs

 

 

(1,457)

 

 

(1,543)

Long-term debt

 

$

191,043

 

$

193,457

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TOPBUILD CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Borrowings under the credit facility are prepayable at the Company’s option without premium or penalty.  The Company is required to prepay the term loan with the net cash proceeds of certain asset sales, debt issuances, or casualty events, subject to certain exceptions.

 

The Credit Agreement contains certain covenants that limit, among other things, the ability of the Company and its subsidiaries to incur additional indebtedness or liens; to make certain investments or loans; to make certain restricted payments; to enter into consolidations, mergers, sales of material assets, and other fundamental changes; to transact with affiliates; to enter into agreements restricting the ability of subsidiaries to incur liens or pay dividends; or to make certain accounting changes.  In addition, the Credit Agreement requires us to maintain a net leverage ratio (defined as the ratio of debt (less certain cash) to EBITDA that is less than (i) from the date the Credit Agreement is entered into through December 31, 2015, 3.50:1.00, (ii) from March 31, 2016 through September 30, 2016, 3.25:1.00, and (iii) from and after December 31, 2016, 3.00:1.00).  In addition, the Credit Agreement requires us to maintain a minimum fixed charge coverage ratio of 1.10:1.00.  The Credit Agreement also contains customary events of default.  We were compliant with all covenants as of March 31, 2016.

 

All obligations under the Credit Agreement are guaranteed by the Guarantors, and all obligations under the Credit Agreement, including the guarantees of those obligations, are secured by substantially all of the assets of the Company and the Guarantors.

 

We had standby letters of credit outstanding of approximately $55.1 million as of March 31, 2016.  The standby letters of credit were issued to secure financial obligations related to our workers compensation, general insurance, and auto liability programs.

 

6. FAIR VALUE MEASUREMENTS

 

The fair value measurement standard defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date (referred to as an “exit price”).  Authoritative guidance on fair value measurements and disclosures clarifies that a fair value measurement for a liability should reflect the entity’s non-performance risk.  In addition, a fair value hierarchy is established that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

 

Fair Value on Recurring Basis

 

The carrying values of cash and cash equivalents, receivables, net, and accounts payable are considered to be representative of their respective fair values due to the short-term nature of these instruments. 

 

Fair Value on Non-Recurring Basis

 

Fair value measurements were applied to our long-term debt.  The carrying value of our long-term debt approximates the fair market value primarily due to the fact that the non-performance risk of servicing our debt obligations, as reflected in our business and credit risk profile, has not materially changed since we assumed our debt obligations under the credit facility on June 30, 2015.  In addition, due to the floating-rate nature of our long-term debt, the market value is not subject to variability solely due to changes in the general level of interest rates as is the case with a fixed-rate debt obligation. 

 

During the periods presented, there were no transfers between fair value hierarchical levels.

 

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TOPBUILD CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

7. SEGMENT INFORMATION

 

Information about us by segment is as follows, in thousands:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

    

2016

    

2015

    

2016

    

2015

 

 

Net Sales

 

Operating Profit (Loss) (2)

Our operations by segment were (1):

 

 

 

 

 

 

 

 

 

 

 

 

Installation

 

$

272,878

 

$

233,363

 

$

13,506

 

$

(1,032)

Distribution

 

 

160,888

 

 

144,611

 

 

14,333

 

 

11,377

Intercompany eliminations and other adjustments (3)

 

 

(19,742)

 

 

(19,514)

 

 

(3,352)

 

 

(3,589)

Total

 

$

414,024

 

$

358,460

 

 

24,487

 

 

6,756

General corporate expense, net (4)

 

 

 

 

 

 

 

 

(4,720)

 

 

(7,903)

Operating profit (loss), as reported

 

 

 

 

 

 

 

 

19,767

 

 

(1,147)

Other expense, net

 

 

 

 

 

 

 

 

(1,598)

 

 

(3,153)

Income (loss) from continuing operations before income taxes

 

 

 

 

 

 

 

$

18,169

 

$

(4,300)

 


(1)

All of our operations are located in the United States.

 

(2)

Segment operating profit for the three months ended March 31, 2016, includes an allocation of general corporate expenses attributable to the operating segments which is based on direct benefit or usage (such as salaries of corporate employees who directly support the segment).  Segment operating profit for the three months ended March 31, 2015, includes an estimate of general corporate expenses calculated based on a percentage of sales.  For the three months ended March 31, 2015, the $0.4 million difference between estimated expenses and actual corporate expenses is recorded in intercompany eliminations and other adjustments.

 

(3)

Intercompany eliminations include the elimination of intercompany profit of $3.4 million for each of the three months ended March 31, 2016 and 2015.  Other adjustments primarily include differences between estimated and actual corporate costs allocated to the segments for the three months ended March 31, 2015, as noted in footnote (2) above.

 

(4)

General corporate expense, net included those expenses not specifically attributable to our segments.

 

 

 

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TOPBUILD CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

8. OTHER COMMITMENTS AND CONTINGENCIES

 

Litigation.  We are subject to claims, charges, litigation, and other proceedings in the ordinary course of our business, including those arising from or related to contractual matters, intellectual property, personal injury, environmental matters, product liability, product recalls, construction defects, insurance coverage, personnel and employment disputes, antitrust, and other matters, including class actions.  We believe we have adequate defenses in these matters and that the likelihood the outcome of these matters would have a material adverse effect on us is remote.  However, there is no assurance that we will prevail in these matters, and we could in the future incur judgments, enter into settlements of claims, or revise our expectations regarding the outcome of these matters, which could materially impact our results of operations.

 

Other Matters.  We enter into contracts, which include customary indemnifications that are standard for the industries in which we operate.  Such indemnifications include customer claims against builders for issues relating to our products and workmanship.  In conjunction with divestitures and other transactions, we occasionally provide customary indemnifications relating to various items including: the enforceability of trademarks; legal and environmental issues; and asset valuations.  We evaluate the probability that amounts may be incurred and appropriately record an estimated liability when deemed probable.

 

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.  Other types of bonds outstanding are principally license and insurance related.

 

9. INCOME TAXES

 

Our effective tax rates were 38.8 percent and 11.6 percent for the three months ended March 31, 2016 and 2015, respectively.  The lower rate in 2015 was primarily due to a decrease in our valuation allowance resulting from a partial use of our Federal net operating loss carryforward.

 

For 2015 activity through the Separation, we file our tax returns as a member of the Masco consolidated group for U.S. Federal and certain State jurisdictions.  As a result, certain tax attributes, primarily the Federal and State net operating loss carryforwards, were treated as assets of the Masco consolidated group, which they were able to utilize through December 31, 2015.  Masco fully utilized the Federal net operating loss and certain State net operating losses by the end of 2015.

 

In the fourth quarter of 2015, we released all but $0.8 million of our valuation allowance against U.S. Federal and certain state deferred tax assets, due primarily to a return to sustainable operating profitability.

 

10. INCOME (LOSS) PER SHARE

 

Basic net income per share is calculated by dividing net income by the weighted average shares outstanding during the period, without consideration for common stock equivalents.

 

Diluted net income per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury stock method.

 

For comparative purposes, the computation of basic and diluted income per common share for prior year periods presented was calculated using the shares distributed at Separation.  On June 30, 2015, we distributed 37.7 million shares of our common stock to Masco shareholders in conjunction with the Separation.

 

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Table of Contents

TOPBUILD CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Basic and diluted income (loss) per share were computed as follows (in thousands except share and per share amounts):

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

 

2016

 

2015

Income (loss) from continuing operations

 

$

11,116

 

$

(3,800)

Income from discontinued operations, net

 

 

 —

 

 

1

Net income (loss) - basic and diluted

 

$

11,116

 

$

(3,799)

 

 

 

 

 

 

 

Weighted average number of common shares outstanding - basic

 

 

37,761,423

 

 

37,667,947

 

 

 

 

 

 

 

Dilutive effect of common stock equivalents:

 

 

 

 

 

 

RSAs with service-based conditions

 

 

113,683

 

 

 —

RSAs with market-based conditions

 

 

 —

 

 

 —

RSAs with performance-based conditions

 

 

 —

 

 

 —

Stock options

 

 

24,004

 

 

 —

 

 

 

 

 

 

 

Weighted average number of common shares outstanding - diluted

 

 

37,899,110

 

 

37,667,947

 

 

 

 

 

 

 

Basic income (loss) per common share:

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

0.29

 

$

(0.10)

Income from discontinued operations, net

 

 

 —

 

 

 —

Net income (loss)

 

$

0.29

 

$

(0.10)

 

 

 

 

 

 

 

Diluted income (loss) per common share:

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

0.29

 

$

(0.10)

Income from discontinued operations, net

 

 

 —

 

 

 —

Net income (loss)

 

$

0.29

 

$

(0.10)

 

The following table summarizes the shares excluded from the calculation of diluted income (loss) per share because their effect would have been anti-dilutive:

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

 

2016

Anti-dilutive common stock equivalents:

 

 

 

RSAs with service-based conditions

 

 

99,734

RSAs with market-based conditions

 

 

25,293

RSAs with performance-based conditions

 

 

 —

Stock options

 

 

484,284

Total anti-dilutive common stock equivalents:

 

 

609,311

 

11. SHARE-BASED COMPENSATION

 

Prior to the Separation, our employees participated in the Masco share-based compensation program and received restricted share awards and stock options. Effective July 1, 2015, our employees participate in the 2015 TopBuild Long-Term Incentive Plan (the “2015 Plan”).  The 2015 Plan authorizes the Board of Directors to grant stock options, stock appreciation rights, restricted shares, restricted share units, performance awards, and dividend equivalents.  No more than 4.0 million shares of common stock may be issued under the 2015 Plan. 

 

Prior to the Separation, share-based compensation expense was allocated to TopBuild based on the awards and options previously granted by Masco to TopBuild employees.  Outstanding, unvested Masco stock options and restricted share awards held by employees of TopBuild as of June 30, 2015, were forfeited upon Separation and replaced with TopBuild long-term incentive awards, issued under the 2015 Plan, immediately subsequent to the Separation.  The replacement awards are subject to the same terms and conditions in effect prior to the Separation and are of generally equivalent value.

 

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TOPBUILD CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Included in selling, general, and administrative expenses is share-based compensation expense of $1.6 million and $0.8 million for the three months ended March 31, 2016 and 2015, respectively.

 

The following table presents a summary of our share-based compensation activity for the three months ended March 31, 2016 (in thousands, except per share amounts):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted Share Awards

 

Stock Options

 

 

 

Number of
Shares

 

Weighted
Average Grant
Date Fair Value
Per Share

 

Number of
Shares

 

Weighted
Average Grant
Date Fair Value
Per Share

 

Weighted
Average
Exercise Price
Per Share

 

Aggregate
Intrinsic Value

 

Balance December 31, 2015

 

586.6

 

$

21.97

 

387.6

 

$

9.35

 

$

24.03

 

$

2,611.7

 

Granted

 

317.2

 

 

28.41

 

409.3

 

 

10.20

 

 

26.30

 

 

 

 

Converted/Exercised

 

(152.1)

 

 

19.16

 

 —

 

 

 —

 

 

 —

 

 

 

 

Forfeited

 

(1.2)

 

 

23.20

 

 —

 

 

 —

 

 

 —

 

 

 

 

Balance March 31, 2016

 

750.5

 

$

25.25

 

796.9

 

$

9.79

 

$

25.20

 

$

3,620.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable March 31, 2016

 

 

 

 

 

 

71.7

 

$

6.69

 

$

16.86

 

$

923.9

 

 

As of March 31, 2016, there was $16.8 million of unrecognized compensation expense related to unvested restricted share awards; such awards had a weighted average remaining vesting period of 2.2 years.

 

As of March 31, 2016, there was $6.8 million of unrecognized compensation expense related to unvested stock options; such options had a weighted average remaining vesting period of 2.3 years and weighted average remaining contractual life of 9.4 years. 

 

Our RSAs with performance-based conditions are evaluated on a quarterly basis with adjustments to compensation expense based on the likelihood of the performance target being achieved or exceeded.  The following table shows the range of payouts and the related expense for our RSAs with performance-based conditions, dollars in thousands:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payout Ranges and related expense

 

RSAs with performance-based conditions

 

Grant Date Fair Value

 

0%

 

25%

 

100%

 

200%

 

February 22, 2016

 

$

2,351.7

 

$

 —

 

$

587.9

 

$

2,351.7

 

$

4,703.4

 

 

The fair value of our RSAs with a market-based condition granted under the 2015 Plan was determined using a Monte Carlo simulation.  The following are key inputs in the Monte Carlo analysis:

 

 

 

 

 

 

 

 

 

2016

 

Remaining measurement period (years)

 

 

2.86

 

 

Risk free interest rate

 

 

0.90

%

 

Dividend yield

 

 

0.00

%

 

Estimated fair value of market-based RSAs granted

 

$

33.77

 

 

 

The fair values of stock options granted under the 2015 Plan were calculated using the Black-Scholes Options Pricing Model.  The following table presents the assumptions used to estimate the fair values of options granted in 2016 and 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

2015

 

Risk free interest rate

    

 

1.51

%

 

 

1.82

%

 

Expected volatility

 

 

38.00

%

 

 

37.00

%

 

Expected life (in years)

 

 

6.00

 

 

 

6.00

 

 

Dividend yield

 

 

0.00

%

 

 

0.00

%

 

Estimated fair value of options granted

 

$

10.20

 

 

$

10.44

 

 

 

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TOPBUILD CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

NOTE 12. SHARE REPURCHASE PROGRAM

 

On March 1, 2016, our Board of Directors authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which we may purchase up to $50 million of our common stock.  Share repurchases may be executed through various means including, without limitation, open market purchases, privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan.  The Share Repurchase Program does not obligate us to purchase any shares and expires in one year.  In its discretion, the Board of Directors may terminate, modify, or amend the Share Repurchase Program at any time.

 

During the three months ended March 31, 2016, we repurchased 53,408 shares of our common stock at a cost of approximately $1.5 million.

 

NOTE 13. CLOSURE COSTS

 

We continuously evaluate our national footprint to ensure we are strategically located throughout the U.S. to serve our customers and position ourselves for continued growth.  As a result of this evaluation, management approved a plan to close 13 locations within our Installation and Distribution segments during the first and second quarters of 2016.  In conjunction with this evaluation, we eliminated certain positions at our corporate headquarters located in Daytona Beach, Florida.  We recognize expenses related to branch closures and position eliminations at the time of announcement or notification.  Such costs may include termination and other severance benefits, lease abandonment costs, and other contract termination costs.  Closure costs are accrued on our Condensed Consolidated Balance Sheets as part of accrued liabilities and reflected in our Condensed Consolidated Statements of Operations as selling, general, and administrative expense.  Unpaid amounts noted as of March 31, 2016, are expected to be paid within the next 12 months.

 

The following table details our total estimated closure costs by cost type and segment related to the above closures and position eliminations, dollars in thousands:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment / Cost Type

 

Closure Costs Liability at December 31, 2015

 

Closure Costs Incurred for the Three Months Ended
March 31, 2016

 

Cash Payments for the Three Months Ended
March 31, 2016

 

Closure Costs Liability at
March 31, 2016

 

Installation:

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance

 

$

 —

 

$

582.7

 

$

(71.9)

 

$

510.8

 

Lease abandonment

 

 

 —

 

 

212.6

 

 

(26.4)

 

 

186.2

 

Total Installation:

 

 

 —

 

 

795.3

 

 

(98.3)

 

 

697.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution:

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance

 

 

 —

 

 

12.6

 

 

(12.6)

 

 

 —

 

Lease abandonment

 

 

 —

 

 

70.0

 

 

 —

 

 

70.0

 

Total Distribution:

 

 

 —

 

 

82.6

 

 

(12.6)

 

 

70.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate:

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance

 

 

 —

 

 

97.8

 

 

 —

 

 

97.8

 

Total Corporate:

 

 

 —

 

 

97.8

 

 

 —

 

 

97.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated:

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance

 

 

 —

 

 

693.1

 

 

(84.5)

 

 

608.6

 

Lease abandonment

 

 

 —

 

 

282.6

 

 

(26.4)

 

 

256.2

 

Total Consolidated:

 

$

 —

 

$

975.7

 

$

(110.9)

 

$

864.8

 

 

 

 

 

 

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TOPBUILD CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

NOTE 14. SUBSEQUENT EVENTS

 

On May 9, 2016, the Company and its lenders executed an amendment to the Credit Agreement (“the Amendment”).  The Amendment provides for the exclusion of up to $50 million of completed share repurchases (on a trailing twelve month basis) from the Credit Agreement’s definition of “Fixed Charges” for the purposes of determining the Company’s compliance with the quarterly Fixed Charge Coverage Ratio (“FCCR”) financial covenant.  The Amendment provides for an initial exclusion of up to $25 million and allows for the exclusion of an additional $25 million of completed share repurchases from the FCCR calculation provided that the Company’s Total Leverage Ratio is below 2.0X at the time of such share repurchase and after giving pro forma effect to any such share repurchase. 

 

 

 

 

 

 

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Table of Contents

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

OVERVIEW

 

TopBuild Corp., headquartered in Daytona Beach, Florida, is the leading installer and distributor of insulation products to the United States construction industry, based on revenue.  Prior to June 30, 2015, we operated as a subsidiary of Masco Corporation.  We were incorporated in Delaware in February 2015 as Masco SpinCo Corp. and we changed our name to TopBuild Corp. on March 20, 2015.  On June 30, 2015, the separation from Masco (the “Separation”) was completed and on July 1, 2015, we began trading on the NYSE under the symbol “BLD.”

 

We operate in two segments:  Installation (TruTeam) and Distribution (Service Partners).  Through our Installation segment, we provide insulation installation services nationwide through our TruTeam contractor services business which has over 175 branches located in 40 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 rain gutters, garage doors, fireplaces, shower enclosures, and closet shelving.  We handle every stage of the installation process, including material procurement supplied by leading manufacturers, project scheduling and logistics, multi-phase professional installation, and installation quality assurance. 

 

Through our Distribution segment, we distribute insulation and other building products, including rain gutters, fireplaces, closet shelving, and roofing materials through our Service Partners business, which has over 70 branches in 33 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.

 

For additional details pertaining to our operating results by segment see Note 7 – Segment Information – in the notes to the unaudited condensed consolidated financial statements, which is incorporated herein by reference.

 

FIRST QUARTER 2016 VERSUS  FIRST QUARTER 2015

 

The following discussion and analysis contains forward-looking statements and should be read in conjunction with the unaudited condensed consolidated financial statements, the notes therein, and the section entitled “Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q.

 

The following table sets forth our net sales, gross profit, operating profit, and margins, as reported in our Consolidated Statements of Operations, in thousands:

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

 

 

2016

 

2015

 

Net sales

 

$

414,024

 

$

358,460

 

Cost of sales

 

 

324,569

 

 

284,644

 

Cost of sales ratio

 

 

78.4

%

 

79.4

%

 

 

 

 

 

 

 

 

Gross profit

 

 

89,455

 

 

73,816

 

Gross profit margin

 

 

21.6

%

 

20.6

%

 

 

 

 

 

 

 

 

Selling, general, and administrative expense

 

 

69,688

 

 

74,963

 

Selling, general, and administrative expense to sales ratio

 

 

16.8

%

 

20.9

%

 

 

 

 

 

 

 

 

Operating profit (loss)

 

 

19,767

 

 

(1,147)

 

Operating profit margin

 

 

4.8

%

 

(0.3)

%

 

 

 

 

 

 

 

 

Other expense, net

 

 

(1,598)

 

 

(3,153)

 

Income tax (expense) benefit from continuing operations

 

 

(7,053)

 

 

500

 

Income (loss) from continuing operations

 

$

11,116

 

$

(3,800)

 

Net margin on continuing operations

 

 

2.7

%

 

(1.1)

%

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We report our financial results in accordance with generally accepted accounting principles (“GAAP”) in the United States.  However, we believe that certain non-GAAP performance measures and ratios used in managing the business may provide users of this financial information with additional meaningful comparisons between current results and results in prior periods.  Non-GAAP performance measures and ratios should be viewed in addition to, and not as an alternative for, our financial results reported in accordance with GAAP.

 

Sales and Operations

 

Net sales increased 15.5 percent for the three months ended March 31, 2016, from the comparable period of 2015.  The increase was principally driven by sales volume growth in both the Installation and Distribution segments.  Our sales benefited from mild winter weather conditions which contributed to increased volume in residential new construction and commercial construction activity, one additional business day compared to the same period in the prior year, increased insulation sales volume driven by changing building code requirements, as well as increased selling prices.

 

Our gross profit margin was 21.6 percent for the three months ended March 31, 2016, compared with 20.6 percent for the comparable period of 2015.  Gross profit margins were positively impacted by favorable leverage on higher sales volume, partially offset by higher insurance claims.

 

Selling, general, and administrative expense, as a percent of sales, was 16.8 percent for the three months ended March 31, 2016, compared with 20.9 percent for the comparable period of 2015.  Reduced selling, general, and administrative expense as a percent of sales was a result of lower corporate expenses, increased sales volume, and benefits associated with cost savings initiatives, partially offset by higher share-based compensation expense, losses on fixed asset disposals, and higher rationalization charges related to closure costs and the costs associated with position eliminations, as noted below.  Selling, general, and administrative expense for the three months ended March 31, 2015, included allocations of Masco general corporate expenses of $7.9 million. 

 

Operating margins for the three months ended March 31, 2016 and 2015, were 4.8 percent and (0.3) percent, respectively.  Operating margins before general corporate expenses were 5.9 percent and 1.9 percent for the three months ended March 31, 2016 and 2015, respectively.  Operating margins were positively impacted by increased sales volume, lower corporate expenses, and benefits associated with cost savings initiatives, partially offset by higher insurance claims, share-based compensation expense, and losses on fixed asset disposals.

 

Closure and Related Costs

 

We incurred expense of $1.0 million during the three months ended March 31, 2016, related to management’s approval to close 13 locations within our Installation and Distribution segments and elimination of certain positions at our corporate headquarters.  We anticipate recovering these costs within the next 12 months.

 

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Business Segment Results

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

Percent
Change

 

 

2016