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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549


FORM 10-K

 

 

(Mark One)

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

 

For the fiscal year ended December 31, 2017

 

 

 

☐ 

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.)

 

 

475 North Williamson Boulevard

Daytona Beach, Florida

(Address of Principal Executive Offices)

32114

(Zip Code)

 

(386) 304-2200

(Registrant's telephone number, including area code)

 

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

 

 

 

 

Title of each class

 

Name of each exchange on which registered

Common stock, par value $0.01 per share

 

New York Stock Exchange

 

Securities registered pursuant to section 12(g) of the Act:

None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes            ☐ No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. 

☐ Yes            No

 

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 Web site, 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”  and “emerging growth 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)  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.

 

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

☐ Yes            No

 

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant based on the closing price of $53.07 per share as reported on the New York Stock Exchange on June 30, 2017, was approximately $2.0 billion.

 

Number of shares of common stock outstanding as of February 14, 2018: 35,540,271

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Registrant’s Proxy Statement for its 2018 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2017, are incorporated by reference into Part III of this Form 10-K.

 

 

 

 


 

Table of Contents

TOPBUILD CORP.

TABLE OF CONTENTS

 

 

Page No.

Part I. 

 

 

Item 1. 

Business

4

Item 1A. 

Risk Factors

8

Item 1B. 

Unresolved Staff Comments

16

Item 2. 

Properties

16

Item 3. 

Legal Proceedings

16

Item 4. 

Mine Safety Disclosures

16

Part II. 

 

 

Item 5. 

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

17

Item 6. 

Selected Historical Financial Data

19

Item 7. 

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

20

Item 7A. 

Quantitative and Qualitative Disclosures about Market Risk

35

Item 8. 

Financial Statements

36

 

Report of Independent Registered Certified Public Accounting Firm

36

 

Consolidated Balance Sheets

38

 

Consolidated Statements of Operations

39

 

Consolidated Statements of Cash Flows

40

 

Consolidated Statements of Changes in Equity

41

 

Notes to Consolidated Financial Statements

42

 

Schedule II.  Valuation and Qualifying Accounts

68

Item 9. 

Changes in Disagreements with Accountants on Accounting and Financial Disclosure

69

Item 9A. 

Controls and Procedures

69

Item 9B. 

Other Information

69

Part III. 

 

 

Item 10. 

Directors, Executive Officers, and Corporate Governance

70

Item 11. 

Executive Compensation

70

Item 12. 

Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters

70

Item 13. 

Certain Relationships and Related Transactions, and Director Independence

70

Item 14. 

Principal Accountant Fees and Services

70

Part IV. 

 

 

Item 15. 

Exhibits and Financial Statement Schedule

71

Item 16. 

Form 10-K Summary

71

 

Index to Exhibits

72

Signatures 

75

 

 

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GLOSSARY

 

We use acronyms, abbreviations, and other defined terms throughout this annual report on Form 10-K, as defined in the glossary below:

 

 

 

 

Term

 

Definition

2015 LTIP

 

2015 TopBuild Long-Term Incentive Plan, as amended from time to time

2016 Repurchase Program

 

$50 million share repurchase program authorized by the Board on March 1, 2016

2017 ASR Agreement

 

$100 million accelerated share repurchase agreement with Bank of America, N.A.

2017 Repurchase Program

 

$200 million share repurchase program authorized by the Board on February 24, 2017

Annual Report

 

Annual report filed with the SEC on Form 10-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

ASC

 

Accounting Standards Codification

ASR

 

Accelerated share repurchase

ASU

 

Accounting Standards Update

Board

 

Board of Directors

BofA

 

Bank of America, N.A.

Canyon

 

Canyon Insulation, Inc.

Capital

 

Capital Insulation, Inc.

Current Report

 

Current report filed with the SEC on Form 8-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

EBITDA

 

Earnings before income taxes, depreciation, and amortization

EcoFoam

 

Bella Insulutions Inc., DBA EcoFoam/Insulutions

Effective Date

 

June 30, 2015, the date of the "Separation"

ETR

 

Effective tax rate

Exchange Act

 

The Securities Exchange Act of 1934, as amended

FASB

 

Financial Accounting Standards Board

FCCR

 

Fixed charge coverage ratio

GAAP

 

Generally accepted accounting principles in the United States of America

Guarantors

 

Certain wholly-owned domestic subsidiaries of TopBuild Corp.

Lenders

 

Bank of America, N.A., together with the other lenders party to the "New Credit Agreement"

LIBOR

 

London interbank offered rate

Masco

 

Masco Corporation or Former Parent

Midwest

 

Midwest Fireproofing, LLC

MR Insulfoam

 

MR Insulfoam, LLC

Net Leverage Ratio

 

As defined in the “New Credit Agreement,” the ratio of outstanding indebtedness, less up to $75 million of unrestricted cash, to EBITDA

New Credit Agreement

 

Senior secured credit agreement and related security and pledge agreement dated May 5, 2017, with the "Lenders"

NYSE

 

New York Stock Exchange

Old Credit Agreement

 

Senior secured credit agreement, as amended, and related collateral and guarantee documentation dated June 9, 2015, with PNC Bank, N.A. as administrative agent, and the other lenders and agents party thereto

Options

 

Stock option awards

Owens Corning

 

Owens Corning Sales, LLC

Quarterly Report

 

Quarterly report filed with the SEC on Form 10-Q pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Revolving Facility

 

Senior secured revolving credit facilities available under the credit agreements.  With respect to the Old Credit Agreement, a $125 million facility with applicable sublimits for letters of credit and swingline loans.  With respect to the New Credit Agreement, a $250 million facility with applicable sublimits for letters of credit and swingline loans.

RSA 

 

Restricted stock award

S&P 500 Index

 

Standard and Poor’s 500 Index

SEC

 

United States Securities and Exchange Commission

Separation

 

Distribution of 100 percent of the outstanding capital stock of TopBuild to holders of Masco
common stock

Services Business

 

Masco's Installation and Other Services segment, spun-off as TopBuild

Superior

 

Superior Insulation Products, LLC

TopBuild

 

TopBuild Corp. and its wholly-owned consolidated domestic subsidiaries.  Also, the "Company,"
"we," "us," and "our"

Total Leverage Ratio

 

As defined in the “New Credit Agreement,” the ratio of outstanding indebtedness, including letters of credit, to EBITDA

TTM

 

Trailing twelve months

U.S.

 

United States of America

Valley

 

Valley Insulation, Inc.

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PART I

 

Item 1.  BUSINESS

 

Overview

 

TopBuild Corp., headquartered in Daytona Beach, Florida, is the leading purchaser,  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, which trades on the NYSE under the symbol “MAS.”  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 was completed and on July 1, 2015, we began trading on the NYSE under the symbol “BLD.”

 

Segment Overview

 

We operate in two segments:  our Installation segment, TruTeam, which accounts for 64% of our sales, and our Distribution segment, Service Partners, which accounts for 36% of our sales. 

 

We believe that having both TruTeam and Service Partners provides us with a number of distinct competitive advantages.  First, the combined buying power of our two business segments, along with our national scale, strengthens our ties to the major manufacturers of insulation and other building products.  This helps to ensure we are buying competitively and ensures the availability of supply to our local branches and distribution centers.   The overall effect is driving efficiencies through our supply chain.  Second, being a leader in both installation and distribution allows us to more effectively reach a broader set of builder customers, regardless of their size or geographic location in the U.S., and leverage housing growth wherever it occurs.  Third, during industry downturns, many insulation contractors who buy directly from manufacturers during industry peaks return to purchasing through distributors.  As a result, this helps to reduce our exposure to cyclical swings in our business. 

 

Installation (TruTeam)

 

We provide insulation installation services nationwide through our TruTeam contractor services business which has over 175 installation branches located in 41 states.

 

Various insulation applications we install include:

 

·

Fiberglass batts and rolls

·

Blown-in loose fill fiberglass

·

Blown-in loose fill cellulose

·

Polyurethane spray foam

 

In addition to insulation products, which represented 74% of our installation segment’s sales, we also install other building products including rain gutters, fireproofing, garage doors, fireplaces, shower enclosures, and closet shelving. 

 

We handle every stage of the installation process including material procurement supplied by leading manufacturers, project scheduling and logistics, multi-phase professional installation, and installation quality assurance.  The amount of insulation in a new home is regulated by various building and energy codes. 

 

Our TruTeam customer base includes the largest single-family homebuilders in the U.S. as well as local/single-family custom builders, multi-family builders, commercial general contractors, remodelers, and individual homeowners. 

 

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Through our Home Services subsidiary and our Environments for Living® program, we offer a number of services and tools designed to assist builders with applying the principles of building science to new home construction.  We offer pre-construction plan reviews using industry-standard home-energy analysis software, various inspection services, and diagnostic testing.  We believe our Home Services subsidiary is one of the largest Home Energy Rating System Index (HERS) raters in the U.S. 

 

Distribution (Service Partners)

 

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 distribution centers located in 32  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 further information on our segments, see Item 8. Financial Statements and Supplementary Data – Note 7. Segment Information.

 

Demand for Our Products and Services

 

Demand for our insulation products and services is driven by new single-family residential and multi-family home construction, commercial construction, remodeling and repair activity, changing building codes which require additional insulation, and the growing need for energy efficiency.  Being a leader in both installation and distribution allows us to reach a broader set of customers more effectively, regardless of their size or geographic location within the U.S.    We recognize that competition for the installation and sale of insulation and other building products occurs in localized geographic markets throughout the country, and as such our operating model is based on branches building and maintaining local customer relationships.  At the same time, our local operations benefit from centralized functions such as information technology, credit, and purchasing. 

 

Competitive Advantages

 

The market for the distribution and installation of building products is highly fragmented and competitive.  Barriers to entry for local competitors are relatively low, increasing the risk that additional competitors will emerge.  Our ability to maintain our competitive position in our industry depends on a number of factors including our national scale, sales channels, diversified product lines, strong local presence, and strong cash flows.

 

National scale.  With our national footprint, we provide products and services to each major construction line of business in the U.S.  Our national scale, together with our centralized TopBuild executive management team, allow us to compete locally by:

 

Providing national and regional builders with broad geographic reach, while maintaining consistent policies and practices that enable reliable, high‑quality products and services across many geographies and building sites

 

Establishing strong ties to major manufacturers of insulation and other building products that help ensure we are buying competitively, have availability of supply to our local branches and distribution centers, and are driving efficiencies throughout our supply chain

 

Providing consistent, customized support and geographic coverage to our customers

 

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Maintaining an operating capacity that allows us to ramp‑up rapidly, without major incremental investment, to target forecasted growth in housing starts and construction activity in each of our lines of business anywhere in the U.S.

 

Leveraging investments in systems and processes and sharing best practices across both our installation and distribution businesses

 

Two avenues to reach the builder.  We believe having both an installation and distribution business provides a number of advantages to reaching our customers and driving share gains.  Our installation business customer base includes builders of all sizes.  Our branches go to market with the local brands that small builders recognize and value, and our national footprint is appealing to large builders who value consistency across a broad geography.  Our distribution business focuses on selling to small contractors who are particularly adept at cultivating the local relationships with small custom builders.  Being a leader in both installation and distribution allows us to more effectively reach a broader set of builder customers, regardless of their size or geographic location within the U.S., and leverage housing growth wherever it occurs.

Diversified lines of business.  In response to the housing downturn in prior years, we enhanced our ability to serve the commercial construction and residential repair/remodel markets.    Although the commercial construction and residential repair/remodel markets are affected by many of the same macroeconomic and local economic factors that drive residential new construction, commercial construction and residential repair/remodel have historically followed different cycles than residential new construction.  We have thus positioned our business to benefit from a greater mix of residential repair/remodel activity and commercial construction activity than we have historically, which helps reduce volatility because we are less dependent on residential new construction, and also enables us to better respond to changes in customer demand.

Strong local presence.  Competition for the installation and sale of insulation and other building products to builders occurs in localized geographic markets throughout the country.  Builders in each local market have different options in terms of choosing among insulation installers and distributors for their projects, and value local relationships, quality, and timeliness.  Our installation branches are locally branded businesses that are recognized within the communities in which they operate.  Our distribution centers service primarily local contractors, lumberyards, retail stores and others who, in turn, service local homebuilders and other customers.  Our operating model, in which individual branches and distribution centers maintain local customer relationships, enables us to develop local, long‑tenured relationships with these customers, build local reputations for quality, service and timeliness, and provide specialized products and personalized services tailored to a geographic region.  At the same time, our local operations benefit from centralized functions such as information technology, credit and purchasing, and the resources and scale efficiencies of an installation and distribution business that has a presence across the U.S.

Reduced exposure to residential housing cyclicality.  During industry downturns many insulation contractors, who buy directly from manufacturers during industry peaks, return to purchasing through distributors for small, “Less Than Full Truckload” shipments, reduced warehousing needs, and access to purchases on credit.  This drives incremental customers to Service Partners during these points in the business cycle, offsetting decreases at TruTeam as a result of a downturn.  Our leadership position in both installation and distribution helps to reduce exposure to cyclical swings in our lines of business.

Strong cash flow, low capital investment, and favorable working capital fund organic growth.  Over the last several years, we have reduced fixed costs and improved our labor utilization.  As a result, we can achieve profitability at lower levels of demand as compared to historical periods.  For further discussion on our cash flows and liquidity, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.

 

Major Customers

 

We have a diversified portfolio of customers and no single customer accounted for 3 percent or more of our total revenues.  Our top ten customers accounted for approximately 10 percent of our total sales in 2017.    

 

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Backlog

 

Due to our customers’ need for timely installation of our products, our installation jobs are scheduled and completed within a short timeframe.  We do not consider backlog material to our business.

 

Suppliers

 

Our businesses depend on our ability to obtain an adequate supply of high quality products and components from manufacturers and other suppliers.  We rely heavily on third party suppliers for our products and key components.  We source the majority of our building products from four primary U.S. based residential fiberglass insulation manufacturers: Knauf, CertainTeed, Johns Manville, and Owens Corning.  Failure by our suppliers to provide us with an adequate supply of high quality products on commercially reasonable terms, or to comply with applicable legal requirements, could have a material, adverse effect on our financial condition or operating results.  We believe we generally have positive relationships with our suppliers.

 

Employees

 

At December 31, 2017, we had approximately 8,400 employees.  Approximately 700 of our employees are currently covered by collective bargaining or other similar labor agreements.

 

Executive Management

 

See Item 10. Directors, Executive Officers, and Corporate Governance. 

 

Legislation and Regulation

 

We are subject to U.S. federal, state, and local regulations, particularly those pertaining to health and safety (including protection of employees and consumers), labor standards/regulations, contractor licensing, and environmental issues.  In addition to complying with current effective requirements and requirements that will become effective at a future date, even more stringent requirements could eventually be imposed on our industries.  Additionally, some of our products and services may require certification by industry or other organizations.  Compliance with these regulations and industry standards may require us to alter our distribution and installation processes and our sourcing, which could adversely impact our competitive position.  Further, if we do not effectively and timely comply with such regulations and industry standards, our operating results could be negatively affected.

 

Additional Information

 

We make available free of charge on our website, www.topbuild.com, our Annual Reports, Quarterly Reports, and Current Reports as soon as reasonably practicable after these reports are filed with or furnished to the SEC. 

 

Use of our Website to Distribute Material Company Information

 

We use our website as a channel of distribution for important Company information. We routinely post on our website important information, including press releases, investor presentations and financial information, which may be accessed by clicking on the Investors section of www.topbuild.com. We also use our website to expedite public access to time-critical information regarding our Company in advance of or in lieu of distributing a press release or a filing with the SEC disclosing the same information. Therefore, investors should look to the Investors subpage of our website for important and time-critical information.  Visitors to our website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the Investor Resources subpage of our website. 

 

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Item 1A.  RISK FACTORS

 

There are a number of business risks and uncertainties that could affect our business and cause our actual results to differ from past performance or expected results.  We consider the following risks and uncertainties to be those material to our business activities.  Additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, also may impact our business, financial condition, and results of operations.  We urge investors to consider carefully the risk factors described below in evaluating the information contained in this Annual Report.

 

Our business relies on residential new construction activity, and to a lesser extent on residential repair/remodel and commercial construction activity, all of which are cyclical.

 

Macroeconomic and local economic conditions, including consumer confidence levels, fluctuations in home prices, unemployment and underemployment levels, student loan debt, household formation rates, mortgage tax deduction limits, the age and volume of the housing stock, the availability of home equity loans and mortgages and the interest rates for such loans, and other factors, affect consumers’ discretionary spending on both residential new construction projects and residential repair/remodel activity.  The commercial construction market is affected by macroeconomic and local economic factors such as interest rates, credit availability for commercial construction projects, material costs, employment rates, office vacancy rates, and office absorption rates.  Changes or uncertainty regarding these and other factors could adversely affect our results of operations and our financial position.

 

We may not be successful in identifying and making or integrating acquisitions.

 

Part of our growth strategy is dependent on our ability to make acquisitions.  We may be unable to make accretive acquisitions or realize expected benefits of any acquisitions for any of the following reasons:

 

·

failure to identify attractive targets in the marketplace;

 

·

incorrect assumptions regarding the future results of acquired operations or assets, expected cost reductions, or other synergies expected to be realized as a result of acquiring operations or assets;

 

·

failure to obtain acceptable financing; or

 

·

restrictions in our debt agreements.

 

Acquisitions involve risks that could negatively affect our operating results, cash flows, and liquidity.

 

We have made, and in the future may continue to make, strategic acquisitions, which may expose us to operational challenges and risks, including:

 

·

the ability to profitably manage acquired businesses or successfully integrate the acquired business’ operations, financial reporting, and accounting control systems into our business;

 

·

the expense of integrating acquired businesses;

 

·

increased indebtedness;

 

·

the ability to fund cash flow shortages that may occur if anticipated revenue is not realized or is delayed, whether by general economic or market conditions, or unforeseen internal difficulties;

 

·

the availability of funding sufficient to meet increased capital needs;

 

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·

diversion of management’s attention; and

 

·

the ability to retain or hire qualified personnel required for expanded operations.

 

In addition, acquired companies may have liabilities that we failed, or were unable, to discover in the course of performing due diligence investigations. We cannot assure you that the indemnification granted to us by sellers of acquired companies will be sufficient in amount, scope, or duration to fully offset the possible liabilities associated with businesses or properties we assume upon consummation of an acquisition. We may learn additional information about our acquired businesses that could materially adversely affect us, such as unknown or contingent liabilities and liabilities related to compliance with applicable laws. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business. Failure to successfully manage the operational challenges and risks associated with, or resulting from, acquisitions could adversely affect our results of operations, cash flows and liquidity. Borrowings or issuances of debt associated with these acquisitions could also result in higher levels of indebtedness which could affect our ability to service our debt within the scheduled repayment terms.

 

We are dependent on third‑party suppliers and manufacturers to provide us with an adequate supply of quality products, and the loss of a large supplier or manufacturer could negatively affect our operating results.

 

Failure by our suppliers to provide us with an adequate supply of quality products on commercially reasonable terms, or to comply with applicable legal requirements, could have a material adverse effect on our financial condition or operating results.  While we believe that we have generally positive relationships with our suppliers, the fiberglass insulation industry has encountered both shortages and periods of significant oversupply during past housing market cycles, leading to volatility in prices and allocations of supply, affecting our results.  While we do not believe we depend on any sole or limited source of supply, we do source the majority of our building products, primarily insulation, from a limited number of large suppliers.  The loss of a large supplier, or a substantial decrease in the availability of products or components from our suppliers, could disrupt our business and adversely affect our operating results.

 

The long‑term performance of our businesses relies on our ability to attract, develop, and retain talented personnel, including sales representatives, branch managers, installers, and truck drivers, while controlling our labor costs.

 

We are highly dependent on the skills and experience of our senior management team and other skilled and experienced personnel.  The failure to attract and retain key employees could negatively affect our competitive position and operating results.

 

Our ability to control labor costs and attract qualified labor is subject to numerous external factors including prevailing wage rates, labor shortages, the impact of legislation or regulations governing wages and hours, labor relations, immigration, healthcare benefits, and other insurance costs.  In addition, we compete with other companies to recruit and retain qualified installers and truck drivers in a tight labor market, and we invest significant resources in training and motivating them to maintain a high level of job satisfaction.  These positions generally have high turnover rates, which can lead to increased training and retention costs.

 

Because we operate our business through highly dispersed locations across the U.S., our operations may be materially adversely affected by inconsistent local practices and the operating results of individual branches and distribution centers may vary.

 

Our operating structure can make it difficult for us to coordinate procedures across our operations.  In addition, our branches and distribution facilities may require significant oversight and coordination from headquarters to support their growth.  Inconsistent implementation of corporate strategy and policies at the local or regional level could materially and adversely affect our overall profitability, business, results of operations, financial condition, and prospects.

 

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Our profit margins could decrease due to changes in the costs of the products we install and/or distribute.

 

The principal building products that we install and distribute have been subject to price changes in the past, some of which have been significant.  Our results of operations for individual quarters can be, and have been, hurt by a delay between the time building product cost increases are implemented and the time we are able to increase prices for our installation or distribution services, if at all.  Our supplier purchase prices may depend on our purchasing volume or other arrangements with any given supplier.  While we have been able to achieve cost savings through volume purchasing or other arrangements with suppliers in the past, we may not be able to consistently continue to receive advantageous pricing for the products we distribute and install.  If we are unable to maintain pricing consistent with prior periods, our costs could increase and our margins may be adversely affected.

 

We face significant competition.

 

The market for the distribution and installation of building products is highly fragmented and competitive and barriers to entry are relatively low.  Our installation competitors include national contractors, regional contractors, and local contractors, and we face many or all of these competitors for each project on which we bid.  Our insulation distribution competitors include specialty insulation distributors (one multi‑regional, several regional, and numerous local).  In some instances, our insulation distribution business sells products to companies that may compete directly with our installation service business.  We also compete with broad line building products distributors, big box retailers, and insulation manufacturers.  In addition to price, we believe that competition in our industry is based largely on customer service and the quality and timeliness of installation services and distribution product deliveries in each local market.

 

Our business is seasonal and is susceptible to adverse weather conditions and natural disasters.  We also may be adversely affected by any natural or man-made disruptions to our facilities.

 

We normally experience stronger sales during the third and fourth calendar quarters, corresponding with the peak season for residential new construction and residential repair/remodel activity.  Sales during the winter weather months are seasonally slower due to the lower construction activity.  Historically, the installation of insulation lags housing starts by several months.

 

In addition, to the extent that hurricanes, severe storms, earthquakes, droughts, floods, fires, other natural disasters, or similar events occur in the geographic areas in which we operate, our business may be adversely affected. 

 

Any widespread disruption to our facilities resulting from a natural disaster, an act of terrorism, or any other cause could damage a significant portion of our inventory and supply stock, and could materially impair our ability to provide installation and/or distribution services for our customers.

 

Claims and litigation could be costly.

 

We are, from time to time, involved in various claims, litigation matters, and regulatory proceedings that arise in the ordinary course of our business and which could have a material adverse effect on us.  These matters may include contract disputes, automobile liability and other personal injury claims, warranty disputes, environmental claims or proceedings, other tort claims, employment and tax matters, the quality of products sourced from our suppliers, and other proceedings and litigation, including class actions.  In addition, we are exposed to potential claims by our employees or others based on job related hazards.

 

We have also experienced class action lawsuits in recent years predicated upon claims for antitrust, product liability, construction defects, competition, and wage and hour issues.  We have generally denied liability and have vigorously defended these cases.  Due to their scope and complexity, however, these lawsuits can be particularly costly to defend and resolve, and we have and may continue to incur significant costs as a result of these types of lawsuits.

 

Our builder and contractor customers are subject to construction defect and warranty claims in the ordinary course of their business.  Our contractual arrangements with these customers may include our agreement to defend and indemnify them against various liabilities.

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Although we intend to defend all claims and litigation matters vigorously, given the inherently unpredictable nature of claims and litigation, we cannot predict with certainty the outcome or effect of any claim or litigation matter.

 

We expect to maintain insurance against some, but not all, of these risks of loss resulting from claims and litigation.  We may elect not to obtain insurance if we believe the cost of available insurance is excessive relative to the risks presented.  The levels of insurance we maintain may not be adequate to fully cover any and all losses or liabilities.  If any significant accident, judgment, claim, or other event is not fully insured or indemnified against, it could have a material adverse impact on our business, financial condition, and results of operations.

 

We may not be able to identify new products and new product lines and integrate them into our distribution network, which may impact our ability to compete.  Our expansion into new markets may present competitive, distribution, and regulatory challenges that differ from current ones.

 

Our business depends in part on our ability to identify future products and product lines that complement existing products and product lines and that respond to our customers’ needs.  We may not be able to compete effectively unless our product selection keeps up with trends in the markets in which we compete or trends in new products.  In addition, our ability to integrate new products and product lines into our distribution network could affect our ability to compete.

 

We are subject to competitive pricing pressure from our customers.

 

Residential homebuilders historically have exerted significant pressure on their outside suppliers to keep prices low because of their market share, and ability to leverage such market share, in the highly fragmented building products supply and services industry.  In addition, consolidation among homebuilders, and changes in homebuilders’ purchasing policies or payment practices could result in additional pricing pressure.

 

The development of alternatives to distributors in the supply chain could cause a decrease in our sales and operating results and limit our ability to grow our business.

 

Our distribution customers could begin purchasing more of their products directly from manufacturers, which would result in decreases in our net sales and earnings.  Our suppliers could invest in infrastructure to expand their own local sales force and sell more products directly to our distribution customers, which also would negatively impact our business.  In addition, our distribution customers may elect to establish their own building products manufacturing and distribution facilities, or give advantages to manufacturing or distribution intermediaries in which they have an economic stake.

 

Union organizing activity and work stoppages could delay or reduce availability of products that we install and increase our costs.

 

Approximately 700 of our employees are currently covered by collective bargaining or other similar labor agreements that expire on various dates from March 2018 through June 2023.  Any inability by us to negotiate collective bargaining arrangements could cause strikes or other work stoppages, and new contracts could result in increased operating costs.  If any such strikes or other work stoppages occur, or if other employees become represented by a union, we could experience a disruption of our operations and higher labor costs.  Further, if a significant number of additional employees were to unionize, including in the wake of any future legislation that makes it easier for employees to unionize, these risks would increase.  In addition, certain of our suppliers have unionized work forces, and certain of the products we install and/or distribute are transported by unionized truckers.  Strikes, work stoppages, or slowdowns could result in slowdowns or closures of facilities where the products that we install and/or distribute are manufactured, or could affect the ability of our suppliers to deliver such products to us.  Any interruption in the production or delivery of these products could delay or reduce availability of these products and increase our costs.

 

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If we are required to take significant non‑cash charges, our financial resources could be reduced and our financial flexibility may be negatively affected.

 

We have significant goodwill and other intangible assets related to business combinations on our balance sheet.  The valuation of these assets is largely dependent upon the expectations for future performance of our businesses.  Expectations about the growth of residential new construction, commercial construction, and residential repair/remodel activity may impact whether we are required to recognize non‑cash, pre‑tax impairment charges for goodwill and other indefinite‑lived intangible assets or other long‑lived assets.  If the value of our goodwill, other intangible assets, or long‑lived assets is further impaired, our earnings and stockholders’ equity would be adversely affected and may impact our ability to raise capital in the future.

 

Compliance with government regulation and industry standards could impact our operating results.

 

We are subject to federal, state, and local government regulations, particularly those pertaining to health and safety, including protection of employees and consumers; employment laws, including immigration and wage and hour regulations; contractor licensing; and environmental issues.  In addition to complying with current requirements, even more stringent requirements could be imposed in the future.  Compliance with these regulations and industry standards is costly and may require us to alter our installation and distribution processes, product sourcing, or business practices, and makes recruiting and retaining labor in a tight labor market more challenging.  Compliance with these regulations and industry standards could also divert our attention and resources to compliance activities, and could cause us to incur higher costs.  Further, if we do not effectively and timely comply with such regulations and industry standards, our results of operations could be negatively affected and we could become subject to substantial penalties or other legal liability.

 

If we encounter difficulties with our information technology systems, we could experience problems with customer service, inventory, collections, and cost control.

 

Our operations are dependent upon our information technology systems to manage customer orders on a timely basis, to coordinate our installation and distribution activities across locations, and to manage invoicing.  If we experience problems with our information technology systems, we could experience, among other things, delays in receiving customer orders, placing orders with suppliers, and scheduling production, installation services, or shipments.

 

Since we rely heavily on information technology, both in serving our customers and in our enterprise infrastructure, in order to achieve our objectives, we may be vulnerable to damage or intrusion from a variety of cyber‑attacks including computer viruses, worms, or other malicious software programs that gain access to our systems.  Such events could have an adverse impact on revenue, harm our reputation, and cause us to incur legal liability and costs, which could be significant, to address and remediate such events and related security concerns.

 

Our business relies significantly on the expertise of our employees, and we generally do not have intellectual property that is protected by patents.

 

Our business is significantly dependent upon our expertise in installation and distribution logistics, including significant expertise in the application of building science through our Environments for Living® program.  We rely on a combination of trade secrets and contractual confidentiality provisions and, to a much lesser extent, copyrights and trademarks, to protect our proprietary rights.  Accordingly, our intellectual property is more vulnerable than it would be if it were protected primarily by patents.  We may be required to spend significant resources to monitor and protect our proprietary rights, and in the event a misappropriation or breach of our proprietary rights occurs, our competitive position in the market may be harmed.  In addition, competitors may develop competing technologies and expertise that renders our expertise obsolete or less valuable.

 

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Changes in building codes and consumer preferences could affect our ability to market our service offerings and our profitability.  Moreover, if we do not respond to evolving customer preferences or changes in building standards, or if we do not maintain or expand our leadership in building science, our business, results of operation, financial condition, and cash flow would be adversely affected.

 

Each of our lines of business is impacted by local and state building codes and consumer preferences, including a growing focus on energy efficiency.  Our competitive advantage is due, in part, to our ability to respond to changes in consumer preferences and building codes.  However, if our installation and distribution services do not adequately or quickly adapt to changing preferences and building standards, we may lose market share to competitors, which would adversely affect our business, results of operation, financial condition, and cash flows.  Further, our growth prospects could be harmed if consumer preferences and building standards evolve more slowly than we anticipate towards energy‑efficient service offerings, which are more profitable than minimum code service offerings.

 

We may have future capital needs and may not be able to obtain additional financing on acceptable terms.

 

Economic and credit market conditions, the performance of the construction industry, and our financial performance, as well as other factors may constrain our financing abilities.  Our ability to secure additional financing and to satisfy our financial obligations will depend upon our future operating performance; the availability of credit; economic conditions; and financial, business, and other factors, many of which are beyond our control.   

 

Restrictions in our existing credit facility, or any other indebtedness we may incur in the future, could adversely affect our business, financial condition, results of operations, ability to make distributions to shareholders, and the value of our common stock.

 

Our existing term loan and revolving credit facility, or any future credit facility or other indebtedness we enter into, may limit our ability to, among other things:

 

·

Incur or guarantee additional debt

 

·

Make distributions or dividends on, or redeem or repurchase shares of our common stock

 

·

Make certain investments, acquisitions, or other restricted payments

 

·

Incur certain liens or permit them to exist

 

·

Acquire, merge, or consolidate with another company

 

·

Transfer, sell, or otherwise dispose of substantially all of our assets

 

Our revolving credit facility contains, and any future credit facility or other debt instrument we may enter into will also likely contain, covenants requiring us to maintain certain financial ratios and meet certain tests, such as a fixed charge coverage ratio, a leverage ratio, and a minimum test (see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations).  Our ability to comply with those financial ratios and tests can be affected by events beyond our control, and we may not be able to comply with those ratios and tests when required to do so under the applicable debt instruments.

 

The provisions of our credit facility, or other debt instruments, may affect our ability to obtain future financing and pursue attractive business opportunities and our flexibility in planning for, and reacting to, changes in business conditions.  In addition, a failure to comply with the provisions of our existing credit facility, any future credit facility, or other debt instruments could result in a default or an event of default that could enable our lenders or other debt holders to declare the outstanding principal of that debt, together with accrued and unpaid interest, to be immediately due and payable.  If the payment of our debt is accelerated, our assets may be insufficient to repay such debt in full, and our stockholders could experience a partial or total loss of their investment.

 

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Adverse credit ratings could increase our costs of borrowing money and limit our access to capital markets and commercial credit.

 

Our credit is not currently rated by Moody’s Investor Service, Standard & Poor’s, or another rating service.  However, if Moody’s, Standard & Poor’s, or another rating service rates our credit, such rating could be below investment grade, which may increase our borrowing costs.  Additionally, if our indebtedness were rated, then any subsequent downgrade of such rating could further increase our borrowing costs or otherwise limit our access to the capital and commercial credit markets.

 

Our historical financial information is not necessarily indicative of our future financial condition or future results of operations, nor does it reflect what our financial condition or results of operations would have been as an independent public company during the periods presented prior to the Separation.

 

·

Our historical financial results for the period prior to the Separation reflect allocations of expenses for services historically provided by Masco, and this allocation of Masco corporate expenses may be significantly lower than the comparable expenses we would have incurred as an independent company during such period.

 

·

Our working capital requirements and capital expenditures for the periods prior to the Separation were satisfied as part of Masco’s corporate‑wide cash management and capital expenditure programs, and our cost of debt and other capital may have significantly differed from that reflected in our historical financial statements.

 

The historical financial information prior to the Separation may not fully reflect the costs associated with being an independent public company.

 

In connection with the Separation, Masco indemnified us for certain liabilities and we indemnified Masco for certain liabilities.  If we are required to act under these indemnities to Masco, we may need to divert cash to meet those obligations, which could adversely affect our financial results.  Moreover, the Masco indemnity may not be sufficient to compensate us for the full amount of liabilities for which it may be liable, and Masco may not be able to satisfy its indemnification obligations to us in the future.

 

Indemnities that we may be required to provide Masco are not subject to any cap, may be significant, and could negatively affect our business, particularly indemnities relating to our actions that could affect the tax‑free nature of the Separation.  Third parties could also seek to hold us responsible for any of the liabilities that Masco has agreed to retain, and under certain circumstances, we may be subject to continuing contingent liabilities of Masco following the Separation, such as certain shareholder litigation claims.  Further, Masco may not be able to fully satisfy its indemnification obligations or such indemnity obligations may not be sufficient to cover our liabilities.  Moreover, even if we ultimately succeed in recovering from Masco any amounts for which we are held liable, we may be temporarily required to bear these losses ourselves.  Each of these risks could negatively affect our business, results of operations, liquidity, and financial condition.

 

Compliance with and changes in tax laws could adversely affect our performance.

 

We are subject to extensive tax liabilities imposed by multiple jurisdictions including income taxes; indirect taxes which include excise and duty, sales and use, and gross receipts taxes; payroll taxes; franchise taxes; withholding taxes; and ad valorem taxes.  New tax laws and regulations, and changes in existing tax laws and regulations, are continuously being enacted or proposed which could result in increased expenditures for tax liabilities in the future.  Many of these liabilities are subject to periodic audits by the respective taxing authority.  Subsequent changes to our tax liabilities as a result of these audits may subject us to interest and penalties.

 

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Risks Relating to Our Common Stock

 

The price of our common stock may fluctuate substantially, and the value of your investment may decline.

 

The market price of our common stock could fluctuate significantly due to a number of factors, many of which are beyond our control, including:

 

·

Fluctuations in our quarterly or annual earnings results, or those of other companies in our industry

 

·

Failures of our operating results to meet our guidance the estimates of securities analysts or the expectations of our stockholders, or changes by securities analysts in their estimates of our future earnings

 

·

Announcements by us or our customers, suppliers, or competitors

 

·

Changes in laws or regulations which adversely affect our industry or us

 

·

Changes in accounting standards, policies, guidance, interpretations, or principles

 

·

General economic, industry, and stock market conditions

 

·

Future sales of our common stock by our stockholders

 

·

Future issuances of our common stock by us

 

·

Other factors described in these “Risk Factors” and elsewhere in this Annual Report

 

Provisions in our certificate of incorporation and bylaws, and certain provisions of Delaware law, could delay or prevent a change in control.

 

The existence of some provisions of our certificate of incorporation and bylaws and Delaware law could discourage, delay, or prevent a change in control that a stockholder may consider favorable.  These include provisions:

 

·

Providing for a classified board of directors

 

·

Providing that our directors may be removed by our stockholders only for cause

 

·

Establishing supermajority vote requirements for our stockholders to amend certain provisions of our certificate of incorporation and our bylaws

 

·

Authorizing a large number of shares of stock that are not yet issued, which could have the effect of preventing or delaying a change in control if our board of directors issued shares to persons that did not support such change in control, or which could be used to dilute the stock ownership of persons seeking to obtain control

 

·

Prohibiting stockholders from calling special meetings of stockholders or taking action by written consent

 

·

Establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted on by stockholders at the annual stockholder meetings

 

In addition, we are subject to Section 203 of the Delaware General Corporation Law, which may have an anti‑takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging takeover attempts that could have resulted in a premium over the market price for shares of our common stock.

 

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These provisions apply even if a takeover offer is considered beneficial by some stockholders and could delay or prevent an acquisition that our board of directors determines is not in our and our stockholders’ best interests.

 

Our bylaws designate a state or federal court located within the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a preferred judicial forum for disputes with us or our directors, officers, or other employees.

 

Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of Delaware General Corporation Law, our certificate of incorporation (including any certificate of designations for any class or series of our preferred stock), or our bylaws, in each case, as amended from time to time, or (iv) any action asserting a claim governed by the internal affairs doctrine, shall be a state or federal court located within the State of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have received notice of, and consented to, the foregoing provision.  This forum selection provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable or cost‑effective for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and employees.

 

Item 1B.  UNRESOLVED STAFF COMMENTS

 

None.

 

Item 2.  PROPERTIES

 

We operate over 175 installation branch locations and over 70 distribution centers in the United States, most of which are leased.  In January 2017, we moved into our new, 65,700 square foot corporate office located at 475 North Williamson Boulevard in Daytona Beach, FL 32114.  Our Daytona Beach headquarters lease expires in February 2029, assuming no exercise of any options set forth in the lease.  We believe that our facilities have sufficient capacity and are adequate for our installation and distribution requirements.

 

Item 3.  LEGAL PROCEEDINGS

 

None.

 

Item 4.  MINE SAFETY DISCLOSURES

 

Not applicable.

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PART II

 

Item 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information.  Our common stock is traded on the NYSE under the symbol “BLD”.  The following table presents the high and low sales prices of our common stock for each quarter of the two most recent years:

 

 

 

 

 

 

 

 

2016

    

 

High

    

 

Low

First quarter

 

$

30.65

 

$

23.02

Second quarter

 

$

38.05

 

$

29.23

Third quarter

 

$

38.94

 

$

32.03

Fourth quarter

 

$

39.51

 

$

28.81

2017

 

 

 

 

 

 

First quarter

 

$

48.33

 

$

35.76

Second quarter

 

$

55.30

 

$

45.89

Third quarter

 

$

65.44

 

$

51.64

Fourth quarter

 

$

76.40

 

$

60.32

 

As of February 14, 2018, there were approximately 3,070 holders of our issued and outstanding common stock.

 

Dividends.  No dividends were paid during the years ended December 31, 2017 and 2016.  Our credit agreement, in certain circumstances, limits the amount of dividends we may distribute.  We do not anticipate declaring cash dividends to holders of our common stock in the foreseeable future.

 

Issuer Purchases of Equity Securities.  The following table provides information regarding the repurchase of our common stock for the three months ended December 31, 2017, in thousands, except share and per share data:

 

 

 

 

 

 

 

 

 

 

 

 

Period

 

Total Number of Shares Purchased

 

Average Price Paid per Common Share

 

Number of Shares Purchased as Part of Publicly Announced Plans or Programs

 

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs

October 1, 2017 - October 31, 2017

 

 —

 

$

 —

 

 —

 

$

65,000

November 1, 2017 - November 30, 2017

 

 —

 

$

 —

 

 —

 

$

65,000

December 1, 2017 - December 31, 2017

 

 —

 

$

 —

 

 —

 

$

65,000

Total

 

 —

 

$

 —

 

 —

 

 

 

 

During the three months ended September 30, 2017, we paid $100.0 million for an initial delivery of 1,507,443 shares of our common stock, representing an estimated 80 percent of the total number of shares we expected, at the time we entered into the agreement, to receive under the 2017 ASR Agreement.  For more information see Item 8. Financial Statements and Supplementary Data – Note 18. Share Repurchase Program.  No shares were repurchased in the quarter ended December 31, 2017.  All repurchases were made using cash resources.  Excluded from this disclosure are shares repurchased to settle statutory employee tax withholdings related to the vesting of stock awards and exercise of options.

 

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Performance Graph and Table.  The following graph and table compares the cumulative total return of our common stock from July 1, 2015, the date on which our common stock began trading on the NYSE, through December 31, 2017, with the total cumulative return of the Russel 2000 Index and the S&P 500 Index.  The graph and table assume an initial investment of $100 in our common stock and each of the two indices at the close of business on July 1, 2015, and reinvestment of dividends.

 

Picture 5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7/1/2015

 

 

9/30/2015

 

 

12/31/2015

TopBuild Corp.

 

 

 

$

100

 

$

115

 

$

114

S&P 500 Index

 

 

 

$

100

 

$

93

 

$

99

Russel 2000 Index

 

 

 

$

100

 

$

88

 

$

91

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/31/2016

 

 

6/30/2016

 

 

9/30/2016

 

 

12/31/2016

TopBuild Corp.

$

110

 

$

134

 

$

123

 

$

132

S&P 500 Index

$

101

 

$

103

 

$

107

 

$

111

Russel 2000 Index

$

90

 

$

93

 

$

102

 

$

110

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/31/2017

 

 

6/30/2017

 

 

9/30/2017

 

 

12/31/2017

TopBuild Corp.

$

174

 

$

197

 

$

241

 

$

281

S&P 500 Index

$

118

 

$

122

 

$

127

 

$

136

Russel 2000 Index

$

113

 

$

116

 

$

123

 

$

127

 

 

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Item 6.  SELECTED HISTORICAL FINANCIAL DATA

 

The following table sets forth selected historical financial data that should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and notes thereto, included in this Annual Report.  The Consolidated Statements of Operations data for the years ended December 31, 2017,  2016, and 2015, and the Consolidated Balance Sheet data as of December 31, 2017 and 2016,  are derived from our audited financial statements included in this Annual Report.  The Consolidated Statements of Operations data for the year ended December 31, 2014 and 2013, and the Consolidated Balance Sheet data as of December 31, 2015, 2014, and 2013, were derived from our audited financial statements not included in this Annual Report.  The selected historical financial data in this section is not intended to replace our historical financial statements and the related notes thereto.  Prior to the Separation, our historical financial results included allocations of general and corporate expense from Masco and as such our historical results are not necessarily comparable to our subsequently reported results.  For more information, see Item 8. Financial Statements and Supplementary Data – Note 1. Summary of Significant Accounting Policies.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31,

(in thousands)

 

2017

 

2016

 

2015

 

2014

 

2013

Net sales

 

$

1,906,266

    

$

1,742,850

    

$

1,616,580

    

$

1,512,077

    

$

1,411,524

Operating profit

 

$

136,864

 

$

121,604

 

$

83,531

 

$

40,717

 

$

24,103

Income (loss) from continuing operations

 

$

158,133

 

$

72,606

 

$

79,123

 

$

10,496

 

$

(11,551)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) per common share on income (loss) from continuing operations (a):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

4.41

 

$

1.93

 

$

2.10

 

$

0.28

 

$

(0.31)

Diluted

 

$

4.32

 

$

1.92

 

$

2.09

 

$

0.28

 

$

(0.31)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

1,749,549

 

$

1,690,119

 

$

1,642,249

 

$

1,476,424

 

$

1,466,946

Total debt

 

$

241,887

 

$

178,800

 

$

193,457

 

$

 —

 

$

 —

Equity

 

$

996,519

 

$

972,547

 

$

915,729

 

$

952,291

 

$

1,002,685

 

 


(a)

For comparative purposes, the computation of basic and diluted earnings per common share for the year ended December 31, 2014, and prior periods presented were calculated using the shares distributed at Separation.

 

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Item 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The financial and business analysis below provides information which we believe is relevant to an assessment and understanding of our financial position, results of operations, and cash flows.  This financial and business analysis should be read in conjunction with the financial statements and related notes.

 

Statements contained in this report that reflect our views about future periods, including our future plans and performance, constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995.  Forward-looking statements can be identified by words such as “will,” “would,” “anticipate,” “expect,” “believe,” “designed,” “plan,” or “intend,” the negative of these terms, and similar references to future periods.  These views involve risks and uncertainties that are difficult to predict and, accordingly, our actual results may differ materially from the results discussed in our forward-looking statements.  We caution you against unduly relying on any of these forward-looking statements.  Our future performance may be affected by our reliance on residential new construction, residential repair/remodel, and commercial construction; our reliance on third-party suppliers and manufacturers; our ability to attract, develop, and retain talented personnel and our sales and labor force; our ability to maintain consistent practices across our locations; our ability to maintain our competitive position; and our ability to realize the expected benefits of the Separation.  We discuss the material risks we face under the caption entitled “Risk Factors” in Item 1A of this Annual Report.  Our forward-looking statements in this Annual Report speak only as of the date of this Annual Report.  Factors or events that could cause our actual results to differ may emerge from time to time and it is not possible for us to predict all of them.  Unless required by law, we undertake no obligation to update publicly any forward-looking statements as a result of new information, future events, or otherwise.

 

Executive Summary

 

We are the leading purchaser, installer, and distributor of insulation products to the U.S. construction industry, based on revenue.  Demand for our products and services is driven primarily by residential new construction, commercial construction, and residential repair/remodel activity throughout the U.S.  A number of local and national factors influence activity in each of our lines of business, including demographic trends, interest rates, employment levels, business investment, supply and demand for housing stock, availability of credit, foreclosure rates, consumer confidence, and general economic conditions. 

 

Activity in the construction industry is seasonal, typically peaking in the summer months.  Because installation of insulation historically lags housing starts by several months, we generally see a corresponding benefit in our operating results during the third and fourth quarters.

 

Competitive Advantages

 

We believe we are well positioned to grow our business both organically and through strategic acquisitions as a result of a number of competitive advantages, including:   

 

National ScaleOur national scale enables us to drive supply chain efficiencies and provide the tools necessary for our branches and distribution centers to effectively compete locally.  Given the highly fragmented homebuilding industry, our leadership positions in installation, distribution, and building science services allow us to tailor our approach to each local market, which differs in characteristics such as customer mix, competitive activity, building codes, and labor availability.  Moreover, serving multiple lines of business provides additional revenue growth potential with which to leverage our fixed costs, and reduces our exposure to the cyclical swings in residential new construction.  The combined buying power of TruTeam and Service Partners strengthens our ties to the major manufacturers of insulation and other building products.

 

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Strong Local Presence.    Competition for the installation and sale of insulation and other building products to builders occurs in localized geographic markets across the country.  Builders in each local market have different options in terms of choosing among insulation installers and distributors for their projects and products and value local relationships, quality, and timeliness.  Our national footprint includes over 175 branches in our Installation segment, which are locally branded businesses that are recognized within the communities in which they operate.  We also have over 70 distribution centers in our Distribution segment, primarily serving local contractors, lumberyards, retails stores, and others who, in turn, service local homebuilders and other customers.  Through both businesses we have developed local, long-tenured relationships with a reputation for quality, service, and timeliness.

 

Two Avenues to Reach the Builder.  Being a leader in both installation and distribution allows us to more effectively reach a broader set of builder customers, regardless of their size or geographic location within the U.S., and leverage housing growth wherever it occurs.

 

Strategy

 

Our long-term strategy is to grow net sales, income, and operating cash flows and remain the leading insulation installer and distributor by revenue.  In order to achieve these goals, we plan to:

 

·

Capitalize on the U.S. housing market recovery through focused organic growth and accretive aligned acquisitions

 

·

Gain share in commercial construction 

 

·

Continue to leverage our expertise in building science through our Environments for Living® program to benefit from the increasing focus on energy efficiency and trends in building codes

 

·

Grow our business through acquisitions of complementary businesses

 

Our operating results depend heavily on residential new construction activity and, to a lesser extent, on commercial construction and residential repair/remodel activity, all of which are cyclical.  We are also dependent on third-party suppliers and manufacturers providing us with an adequate supply of high-quality products. 

 

We are optimistic on housing and expect the current moderate pace of improvement to continue for several years.  The U.S. housing market has grown from approximately 587,000 housing starts in 2010 to approximately 1,202,000 housing starts in 2017, well below the 50-year historical average of approximately 1.5 million housing starts per year.  While the current headwinds of credit availability, student debt, and labor shortages within the construction industry are moderating the rate of recovery, we believe that they are also extending the recovery cycle.  We believe there is pent-up demand for housing, and this demand will eventually be satisfied with higher levels of new construction. 

 

2017 Results

 

In 2017 our results were positively affected by six acquisitions completed in 2017 and one acquisition completed in 2016, increased sales volume of residential new construction and commercial construction activity, and increased selling prices.  Our sales volume increased across all of businesses.  Compared to 2016, our Installation segment contributed organic sales volume increases of 3.6 percent and our Distribution segment contributed sales volume increases of 6.3 percent to our total sales increase, prior to intercompany eliminations.  Selling price increases in our Installation segment increased our sales by 1.5 percent compared to 2016.  Selling price increases in our Distribution segment increased our sales by 0.1 percent compared to 2016.  Our operating results were positively impacted by increased sales volume, higher selling prices, improved labor utilization, and lower health insurance costs, partially offset by higher share-based compensation expense, amortization expense, and bonus expense.

 

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Liquidity and Capital Resources

 

We have access to liquidity through our cash from operations and available borrowing capacity under our New Credit Agreement, which provides for borrowing and/or standby letter of credit issuances of up to $250 million under a Revolving Facility as well as $100 million of additional term loan capacity under a delayed draw feature, which remains available to us until May 5, 2018.  For additional information see Item 8. Financial Statements and Supplementary Data – Note 5. Long-Term Debt.  We believe that our cash flows from operations, combined with our current cash levels and available borrowing capacity, will be adequate to support our ongoing operations and to fund our debt service requirements, capital expenditures, and working capital for at least the next twelve months.  Cash flows are seasonally stronger in the third and fourth quarters as a result of increased new construction activity.

 

The following table summarizes our total liquidity, in thousands:

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 

 

    

2017

    

2016

    

2015

Cash and cash equivalents (a)

 

$

56,521

 

$

134,375

 

$

112,848

 

 

 

 

 

 

 

 

 

 

Revolving Facility

 

 

250,000

 

 

125,000

 

 

125,000

Less: standby letters of credit

 

 

(47,055)

 

 

(49,080)

 

 

(55,096)

Capacity under Revolving Facility

 

 

202,945

 

 

75,920

 

 

69,904

 

 

 

 

 

 

 

 

 

 

Additional term loan capacity under delayed draw feature

 

 

100,000

 

 

 ―

 

 

 ―

Total liquidity

 

$

359,466

 

$

210,295

 

$

182,752


(a)

Our cash and cash equivalents consist of AAA-rated money market funds as well as cash held in our demand deposit accounts.

 

We occasionally use performance bonds to ensure completion of our work on certain larger customer contracts that can span multiple accounting periods.  Performance bonds generally do not have stated expiration dates; rather, we are released from the bonds as the contractual performance is completed.  We also have bonds outstanding for licensing and insurance.  The following table summarizes our outstanding bonds, in thousands:

 

 

 

 

 

 

 

 

 

 

As of December 31, 

 

    

2017

    

2016

Outstanding bonds:

 

 

 

 

 

 

Performance bonds

 

$

44,765

 

$

22,312

Licensing, insurance, and other bonds

 

 

17,013

 

 

13,480

Total bonds

 

$

61,778

 

$

35,792

 

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Cash Flows

 

Significant sources and (uses) of cash and cash equivalents are summarized as follows, in thousands:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 

 

 

    

2017

    

2016

    

2015

 

Changes in cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

113,192

 

$

76,785

 

$

56,011

 

Purchases of property and equipment

 

 

(25,308)

 

 

(14,156)

 

 

(13,644)

 

Acquisition of businesses

 

 

(84,090)

 

 

(3,476)

 

 

 —

 

Proceeds from sale of property and equipment

 

 

603

 

 

718

 

 

805

 

Other investing, net

 

 

199

 

 

113

 

 

632

 

Net transfer from Former Parent

 

 

 —

 

 

664

 

 

72,965

 

Cash distribution paid to Former Parent

 

 

 —

 

 

 —

 

 

(200,000)

 

Proceeds from issuance of long-term debt

 

 

250,000

 

 

 —

 

 

200,000

 

Repayment of long-term debt

 

 

(186,250)

 

 

(15,000)

 

 

(5,000)

 

Payment of debt issuance costs

 

 

(2,150)

 

 

 —

 

 

(1,715)

 

Proceeds from revolving credit facility

 

 

225,000

 

 

 —

 

 

 —

 

Repayments of revolving credit facility

 

 

(225,000)

 

 

 —

 

 

 —

 

Taxes withheld and paid on employees' equity awards

 

 

(4,764)

 

 

(1,825)

 

 

(171)

 

Repurchase of shares of common stock

 

 

(139,286)

 

 

(22,296)

 

 

 —

 

Cash and cash equivalents (decrease) increase

 

$

(77,854)

 

$

21,527

 

$

109,883

 

 

 

 

 

 

 

 

 

 

 

 

Working capital:

 

 

 

 

 

 

 

 

 

 

Receivables, net

 

$

308,508

 

$

252,624

 

$

235,549

 

Plus inventories, net

 

 

131,342

 

 

116,190

 

 

118,701

 

Less accounts payable

 

 

(263,814)

 

 

(241,534)

 

 

(253,311)

 

Working capital

 

$

176,036

 

$

127,280

 

$

100,939

 

 

 

 

 

 

 

 

 

 

 

 

Increase in working capital from prior year

 

$

48,756

 

$

26,341

 

$

2,511

 

Working capital as a percentage of TTM net sales (a)

 

 

9.1

%

 

7.3

%

 

6.2

%


(a)

Net sales for the TTM have been adjusted for the pro forma effect of acquired branches.

 

Net cash flows provided by operating activities increased $36.4 million for the twelve months ended December 31, 2017.  The increase was due to a $85.5 million increase in net income, as well as the satisfaction of payables during 2016 related to strategic inventory purchases in the fourth quarter of 2015 which were not replicated in 2016, as well as nominal changes to payment terms for select suppliers which accelerated payments in 2016.  The increase in the generation of cash for prepaid expenses and other current assets related to a change in our prepaid income tax account tied to the timing of estimated tax payments. Generators of cash were partially offset by strategic inventory purchases in the fourth quarter of 2017 which did not occur in 2016.  An additional decrease in cash provided by operations related to the decrease in the December 31, 2017, deferred income taxes, net balance related to the change in the federal statutory rate from 35 percent to 21 percent, enacted in December 2017, and effective January 1, 2018.

 

The increase in working capital as a percentage of TTM net sales as of December 31, 2017, was primarily due to acquired receivables from commercial activity which has longer collection terms, inefficiencies in acquired companies’ collections processes, and increased receivables driven by higher organic commercial sales mix which comes with longer collection terms, partially offset by an increase in our accounts payable balance related to improved management of our supplier payments.

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Table of Contents

Net cash used in investing activities was $108.6 million for the year ended December 31, 2017, primarily comprised of $84.1 million for the acquisition of substantially all of the assets of Midwest, EcoFoam, MR Insulfoam, Capital, Superior, and Canyon and $25.3 million for purchases of property and equipment partially related to our decision to begin purchasing rather than leasing vehicles, partially offset by $0.6 million of proceeds from the sale of property and equipment.  Net cash used in investing activities was $16.8 million for the year ended December 31, 2016, primarily comprised of $14.2 million of purchases of property and equipment and $3.5 million for the acquisition of substantially all of the assets of Valley, partially offset by $0.7 million of proceeds from the sale of property and equipment.

 

Net cash used in financing activities was $82.5 million for the year ended December 31, 2017.  We received $250 million of proceeds from issuance of long-term debt related to our New Credit Agreement.  We used $175 million of the proceeds to pay off all amounts outstanding under our Old Credit Agreement.  We used $139.3 million of cash for common stock repurchases related to our share repurchase programs including our ASR program, $5.0 million of repayments of our previous long-term debt, $6.3 million of payments for our New Credit Agreement, $2.2 million for payment of debt issuance costs, and $4.8 million for purchases of common stock for tax withholding obligations related to the vesting and exercise of share-based incentive awards during the year ended December 31, 2017.  We drew $225.0 million on our revolving credit facility and made repayments of $225.0 million during the year ended December 31, 2017.  Net cash used in financing activities was $38.5 million for the year ended December 31, 2016, primarily comprised of $22.3 million of repurchases of our common stock related to our $50.0 million share repurchase program announced in March 2016, $15.0 million of repayments of our long-term debt, and $1.8 million of purchases of common stock for tax withholding obligations related to the vesting of share-based incentive awards during the year ended December 31, 2016.

 

Results of Operations

 

We report our financial results in conformity with GAAP. 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 

 

 

    

2017

    

2016

    

2015

 

Net sales

 

$

1,906,266

 

$

1,742,850

 

$

1,616,580

 

Cost of sales

 

 

1,445,157

 

 

1,342,506

 

 

1,258,551

 

Cost of sales ratio

 

 

75.8

%

 

77.0

%

 

77.9

%

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

461,109

 

 

400,344

 

 

358,029

 

Gross profit margin

 

 

24.2

%

 

23.0

%

 

22.1

%

 

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative expense (exclusive of significant legal settlement, shown separately below)

 

 

294,245

 

 

278,740

 

 

274,498

 

Selling, general, and administrative expense (exclusive of significant legal settlement, shown separately below) to sales ratio

 

 

15.4

%

 

16.0

%

 

17.0

%

 

 

 

 

 

 

 

 

 

 

 

Significant legal settlement

 

 

30,000

 

 

 —

 

 

 —

 

Significant legal settlement to sales ratio

 

 

1.6

%

 

 —

 

 

 —

 

 

 

 

 

 

 

 

 

 

 

 

Operating profit

 

 

136,864

 

 

121,604

 

 

83,531

 

Operating profit margin

 

 

7.2

%

 

7.0

%

 

5.2

%

 

 

 

 

 

 

 

 

 

 

 

Other expense, net

 

 

(8,824)

 

 

(5,331)

 

 

(9,416)

 

Income tax benefit (expense) from continuing operations

 

 

30,093

 

 

(43,667)

 

 

5,008

 

Income from continuing operations

 

$

158,133

 

$

72,606

 

$

79,123

 

Net margin on continuing operations

 

 

8.3

%

 

4.2

%

 

4.9

%

 

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The following table details our same branch sales and sales from acquired businesses, in thousands:

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 

 

    

2017

    

2016

    

2015

Net sales:

 

 

 

 

 

 

 

 

 

Same branch (a)

 

$

1,831,641

 

$

1,740,731

 

$

1,616,580

Acquired

 

 

74,625

 

 

2,119

 

 

 —

Total

 

$

1,906,266

 

$

1,742,850

 

$

1,616,580


(a)

We define same branch sales as sales from branches in operation for at least 12 full calendar months.

 

Comparison of the Years Ended December 31, 2017 and December 31, 2016

 

Sales and Operations

 

Net sales for 2017 increased 9.4 percent, or $163.4 million, to $1.9 billion.  The increase was principally driven by our seven acquisitions completed during 2017 and 2016, increased organic sales volume, and overall increased selling prices.  Our sales benefited primarily from the overall continued improvement in the housing market, as well as continued focus on organically growing our residential and commercial activity. 

 

Our gross profit margins were 24.2 percent and 23.0 percent for 2017 and 2016, respectively.  Gross profit margin was positively impacted by favorable leverage on overall higher sales volume, increased selling prices, and improved labor utilization, partially offset by higher material cost.

 

Selling, general, and administrative expense, exclusive of the significant legal settlement discussed below, as a percent of sales was 15.4 percent and 16.0 percent for 2017 and 2016, respectively.  Decreased selling, general, and administrative expense as a percent of sales was a result of lower salaries expense relative to sales, lower health insurance expense, partially offset by higher bonus, share-based compensation, and amortization expenses, as well as closure and related costs noted below.  We incurred a $30 million legal settlement during 2017, related to the settlement of a breach of contract action related to our termination of an insulation supply agreement with Owens Corning.

 

Operating margins, exclusive of the significant legal settlement discussed above, were 8.8 percent and 7.0 percent for the 2017 and 2016, respectively.  The increase in operating margins was a result of overall increased sales volume, higher selling prices, and lower health insurance costs, partially offset by higher share-based compensation, amortization, and bonus expenses.

 

Closure and Related Costs

 

We incurred expense of $2.0 million in 2017, related to the consolidation of certain back-office operations to our Daytona Beach, Florida, Branch Support Center.

 

Other Income (Expense), Net

 

Other income (expense), net increased $3.5 million to $8.8 million in 2017 compared with 2016.  The increase primarily related to the $1.1 million loss on extinguishment of debt as well as higher interest expense due to our higher outstanding long-term debt balance related to our debt refinancing completed on May 5, 2017. 

 

Income Tax Benefit (Expense) from Continuing Operations

 

Our ETR decreased from 37.6 percent in 2016 to (23.5) percent in 2017.  The lower rate was primarily due to a beneficial adjustment of our deferred tax assets and liabilities to reflect the change in the federal statutory rate from 35 percent to 21 percent, enacted in December of 2017 and effective January 1, 2018, as well as a benefit from share-based compensation.    

 

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Table of Contents

Income from Continuing Operations

 

Income from continuing operations increased $85.5 million from $72.6 million for 2016 to $158.1 million for 2017.

 

Comparison of the Years Ended December 31, 2016 and December 31, 2015

 

Sales and Operations

 

Net sales for 2016 increased 7.8 percent, or $126.3 million, to $1.7 billion.  The increase was principally driven by overall increased sales volume and overall increased selling prices.  Our sales benefited primarily from the overall continued improvement in the housing market, as well as continued focus on organically growing our residential and commercial activity.

 

Our gross profit margins were 23.0 percent and 22.1 percent for 2016 and 2015, respectively.  Gross profit margin was positively impacted by favorable leverage on overall higher sales volume, overall increased selling prices, improved labor utilization, and lower material cost.

 

Selling, general, and administrative expense as a percent of sales was 16.0 percent and 17.0 percent for 2016 and 2015, respectively.  Reduced selling, general, and administrative expense as a percent of sales is a result of overall increasing sales volume and price, benefits associated with business rationalizations, and other cost savings initiatives, partially offset by higher bonus and share-based compensation expense.

 

For the periods prior to the Separation, our selling, general, and administrative expense included an allocation of Masco general corporate expense of $13.6 million in 2015.  Such expense may not be indicative of our general corporate expense in the future.

 

During the fourth quarter of 2015, we modified our vacation policy from being granted based on prior year service to being earned on a per pay period approach.  This employee benefit policy change resulted in a $9.9 million expense reduction, which is reflected as a $6.1 million reduction of cost of sales and a $3.8 million reduction of selling, general, and administrative expenses in our Consolidated Statements of Operations.  This item is reflected as a non-cash employee benefit policy change in our Consolidated Statements of Cash Flows.

 

Operating margins for 2016 and 2015 were 7.0 percent and 5.2 percent, respectively.  Changes in operating margins were positively impacted by increased sales volume, overall increased selling prices, lower material cost, improved labor utilization, lower corporate expenses, lower rationalization charges, and benefits associated with cost savings initiatives, partially offset by higher bonus and share-based compensation expense, and closure costs discussed below.

 

Closure and Related Costs

 

As part of the closure of 13 locations within our Installation and Distribution segments and the elimination of certain positions at our corporate headquarters, as announced in the first quarter of 2016, we incurred expenses of $0.9 million.

 

Other Income (Expense), Net

 

Interest expense was $5.6 million in 2016 incurred under the Credit Facility.  Interest expense was $9.5 million in 2015, of which $3.2 million was incurred under the Old Credit Agreement while $6.3 million was allocated by Masco prior to the Separation.    

 

Income Tax Benefit (Expense) from Continuing Operations

 

Our ETR for income from continuing operations were 37.6 percent and (6.8) percent in 2016 and 2015, respectively.  Compared to our normalized tax rate of 38.0 percent, the variance in the ETR in 2016 was primarily due to the release of a valuation allowance related to State net operating losses. 

 

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Table of Contents

Income from Continuing Operations

 

Income from continuing operations was $72.6 million and $79.1 million in 2016 and 2015, respectively.

 

Material Trends in Our Business

 

In general, the residential and commercial new construction industries are continuing to recover.  We believe that household formations and the available housing supply point towards continued growth in new home construction.  Increasing rental demand across multiple markets has led to an increase in multi-family housing construction, and the demand for commercial space is also increasing.  However, residential construction activity remains below historical averages.  We believe a number of factors, including credit availability, student debt, labor availability, and attitudes towards home ownership will continue to cause volatility in the housing market.     

 

We normally experience stronger sales during the third and fourth calendar quarters, corresponding with the peak season for residential new construction and residential repair/remodel activity.  Sales during the winter weather months are seasonally slower due to lower construction activity.  Historically, the installation of insulation lags housing starts by several months.

 

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Table of Contents

2017 and 2016 Business Segment Results

 

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

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 

 

Percent Increase

 

    

2017

    

2016

    

2017-2016

 

Sales by business segment (a):

 

 

 

 

 

 

 

 

Installation

$

1,281,296

 

$

1,150,168

 

11.4

%

Distribution

 

719,759

 

 

676,672

 

6.4

%

Intercompany eliminations and other adjustments (b)

 

(94,789)

 

 

(83,990)

 

 

 

Net sales

$

1,906,266

 

$

1,742,850

 

9.4

%

 

 

 

 

 

 

 

 

 

Operating profit by business segment (c):

 

 

 

 

 

 

 

 

Installation (exclusive of significant legal settlement, shown separately below)

$

139,316

 

$

97,140

 

43.4

%

Significant legal settlement (Installation segment)

 

(30,000)

 

 

 —

 

 

 

Distribution

 

68,733

 

 

59,654

 

15.2

%

Intercompany eliminations and other adjustments

 

(16,463)

 

 

(14,388)

 

 

 

Operating profit before general corporate expense

 

161,586

 

 

142,406

 

13.5

%

General corporate expense, net (d)

 

(24,722)

 

 

(20,802)

 

 

 

Operating profit

$

136,864

 

$

121,604

 

12.5

%

 

 

 

 

 

 

 

 

 

Operating profit margins: