Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

WASHINGTON, D.C.  20549

 


 

FORM 10-Q

 

 

(Mark One)

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

 

For the quarterly period ended March 31, 2018

 

 

 

 

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)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                                  Yes            ☐ No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).          Yes            ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an 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

 

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

 

Class

 

Shares Outstanding at April 30, 2018

Common stock, par value $0.01 per share

 

35,656,363

 

 

 

 


 

Table of Contents

TOPBUILD CORP.

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

Page No.

Part I. 

Financial Information

 

 

 

 

Item 1. 

Financial Statements (Unaudited)

 

 

 

 

 

Condensed Consolidated Balance Sheets

4

 

 

 

 

Condensed Consolidated Statements of Operations

5

 

 

 

 

Condensed Consolidated Statements of Cash Flows

6

 

 

 

 

Condensed Consolidated Statements of Changes in Equity

7

 

 

 

 

Notes to Condensed Consolidated Financial Statements

8

 

 

 

Item 2. 

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

24

 

 

 

Item 3. 

Quantitative and Qualitative Disclosures About Market Risk

30

 

 

 

Item 4. 

Controls and Procedures

31

 

 

 

Part II. 

Other Information

 

 

 

 

Item 1. 

Legal Proceedings

31

 

 

 

Item 1A. 

Risk Factors

31

 

 

 

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

33

 

 

 

Item 3. 

Defaults upon Senior Securities

33

 

 

 

Item 4. 

Mine Safety Disclosures

33

 

 

 

Item 5. 

Other Information

33

 

 

 

Item 6. 

Exhibits

33

 

 

 

Index to Exhibits 

34

 

 

 

Signature 

35

 

2


 

Table of Contents

GLOSSARY

 

We use acronyms, abbreviations, and other defined terms throughout this quarterly report on form 10-Q, which are 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

ADO

 

ADO Products, LLC

Amended Credit Agreement

 

Senior secured credit agreement and related security and pledge agreement dated May 5, 2017, as amended March 28, 2018, with the "Lenders"

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.

EBITDA

 

Earnings before income taxes, depreciation, and amortization

EcoFoam

 

Bella Insulutions Inc., DBA EcoFoam/Insulutions

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 "Amended Credit Agreement"

LIBOR

 

London interbank offered rate

Midwest

 

Midwest Fireproofing, LLC

MR Insulfoam

 

MR Insulfoam, LLC

Net Leverage Ratio

 

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

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 Amended Credit Agreement, a $250 million facility with applicable sublimits for letters of credit and swingline loans.

RSA 

 

Restricted stock award

Santa Rosa

 

Santa Rosa Insulation and Fireproofing, LLC

SEC

 

United States Securities and Exchange Commission

Secured Leverage Ratio

 

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

Senior Notes

 

Senior unsecured obligations issued on April 25, 2018 which bear interest at 5.625% per annum and mature on May 1, 2026

Superior

 

Superior Insulation Products, LLC

TopBuild

 

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

TTM

 

Trailing twelve months

U.S.

 

United States of America

USI

 

United Subcontractors, Inc.

 

 

 

3


 

Table of Contents

PART I – FINANCIAL INFORMATION

 

Item 1.  FINANCIAL STATEMENTS

 

TOPBUILD CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands except share data)

 

 

 

 

 

 

 

 

 

 

                 As of               

 

    

March 31, 

    

December 31, 

 

 

2018

 

2017

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

37,334

 

$

56,521

Receivables, net of an allowance for doubtful accounts of $3,008 and $3,673 at March 31, 2018, and December 31, 2017, respectively

 

 

313,568

 

 

308,508

Inventories, net

 

 

138,447

 

 

131,342

Prepaid expenses and other current assets

 

 

11,532

 

 

15,221

Total current assets

 

 

500,881

 

 

511,592

 

 

 

 

 

 

 

Property and equipment, net

 

 

115,441

 

 

107,121

Goodwill

 

 

1,082,815

 

 

1,077,186

Other intangible assets, net

 

 

48,437

 

 

33,243

Deferred tax assets, net

 

 

18,129

 

 

18,129

Other assets

 

 

2,235

 

 

2,278

Total assets

 

$

1,767,938

 

$

1,749,549

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

254,384

 

$

263,814

Current portion of long-term debt - term loan

 

 

12,500

 

 

12,500

Current portion of long-term debt - equipment notes

 

 

1,858

 

 

 —

Accrued liabilities

 

 

74,534

 

 

75,087

Total current liabilities

 

 

343,276

 

 

351,401

 

 

 

 

 

 

 

Long-term debt - term loan

 

 

225,329

 

 

229,387

Long-term debt - equipment notes

 

 

8,208

 

 

 —

Deferred tax liabilities, net

 

 

132,840

 

 

132,840

Long-term portion of insurance reserves

 

 

33,818

 

 

36,160

Other liabilities

 

 

3,672

 

 

3,242

Total liabilities

 

 

747,143

 

 

753,030

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Preferred stock, $0.01 par value: 10,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2018, and December 31, 2017

 

 

 —

 

 

 —

Common stock, $0.01 par value: 250,000,000 shares authorized; 38,698,962 issued and 35,645,843 outstanding at March 31, 2018, and 38,626,378 shares issued and 35,586,916 outstanding at December 31, 2017

 

 

387

 

 

386

Treasury stock, 3,053,119 shares at March 31, 2018, and 3,039,462 shares at December 31, 2017, at cost

 

 

(161,582)

 

 

(141,582)

Additional paid-in capital

 

 

848,487

 

 

830,600

Retained earnings

 

 

333,503

 

 

307,115

Total equity

 

 

1,020,795

 

 

996,519

Total liabilities and equity

 

$

1,767,938

 

$

1,749,549

See notes to our unaudited Condensed Consolidated Financial Statements.

4


 

Table of Contents

TOPBUILD CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands except share and per common share data)

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

 

2018

 

2017

Net sales

    

$

491,444

    

$

441,363

Cost of sales

 

 

380,426

 

 

339,735

Gross profit

 

 

111,018

 

 

101,628

 

 

 

 

 

 

 

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

 

 

77,125

 

 

75,091

Significant legal settlement

 

 

 —

 

 

30,000

Operating profit (loss)

 

 

33,893

 

 

(3,463)

 

 

 

 

 

 

 

Other income (expense), net:

 

 

 

 

 

 

Interest expense

 

 

(2,324)

 

 

(1,370)

Other, net

 

 

34

 

 

107

Other expense, net

 

 

(2,290)

 

 

(1,263)

Income (loss) before income taxes

 

 

31,603

 

 

(4,726)

 

 

 

 

 

 

 

Income tax (expense) benefit

 

 

(5,215)

 

 

3,016

Net income (loss)

 

$

26,388

 

$

(1,710)

 

 

 

 

 

 

 

Net Income (loss) per common share:

 

 

 

 

 

 

Basic

 

$

0.75

 

$

(0.05)

Diluted

 

$

0.74

 

$

(0.05)

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

Basic

 

 

35,059,920

 

 

37,123,245

Diluted

 

 

35,819,242

 

 

37,123,245

See notes to our unaudited Condensed Consolidated Financial Statements.

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Table of Contents

TOPBUILD CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

 

2018

 

2017

Net Cash Provided by (Used in) Operating Activities:

 

 

    

    

 

    

Net income (loss)

 

$

26,388

 

$

(1,710)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

5,442

 

 

3,231

Share-based compensation

 

 

2,402

 

 

2,084

Loss on sale or abandonment of property and equipment

 

 

200

 

 

88

Amortization of debt issuance costs

 

 

107

 

 

86

Change in fair value of contingent consideration

 

 

70

 

 

 —

Provision for bad debt expense

 

 

760

 

 

995

Loss from inventory obsolescence

 

 

468

 

 

360

Changes in certain assets and liabilities:

 

 

 

 

 

 

Receivables, net

 

 

(1,092)

 

 

(6,568)

Inventories, net

 

 

(5,143)

 

 

4,531

Prepaid expenses and other current assets

 

 

3,912

 

 

(4,195)

Accounts payable

 

 

(11,429)

 

 

(17,842)

Accrued liabilities

 

 

(3,923)

 

 

33,656

Other, net

 

 

(597)

 

 

118

Net cash provided by operating activities

 

 

17,565

 

 

14,834

 

 

 

 

 

 

 

Cash Flows Provided by (Used in) Investing Activities:

 

 

 

 

 

 

Purchases of property and equipment

 

 

(11,266)

 

 

(3,800)

Acquisition of businesses, net of cash acquired of $239 in 2018

 

 

(26,956)

 

 

(41,242)

Proceeds from sale of property and equipment

 

 

70

 

 

133

Repayment of notes receivable

 

 

13

 

 

32

Net cash used in investing activities

 

 

(38,139)

 

 

(44,877)

 

 

 

 

 

 

 

Cash Flows Provided by (Used in) Financing Activities:

 

 

 

 

 

 

Repayments of long-term debt

 

 

(3,125)

 

 

(5,000)

Proceeds from equipment notes

 

 

10,066

 

 

 —

Proceeds from revolving credit facility

 

 

55,000

 

 

 —

Repayment of revolving credit facility

 

 

(55,000)

 

 

 —

Payment of debt issuance costs

 

 

(1,040)

 

 

 —

Taxes withheld and paid on employees' equity awards

 

 

(4,514)

 

 

(1,583)

Repurchase of shares of common stock

 

 

 —

 

 

(17,379)

Net cash provided by (used in) financing activities

 

 

1,387

 

 

(23,962)

 

 

 

 

 

 

 

Cash and Cash Equivalents

 

 

 

 

 

 

Decrease for the period

 

 

(19,187)

 

 

(54,005)

Beginning of year

 

 

56,521

 

 

134,375

End of period

 

$

37,334

 

$

80,370

 

 

 

 

 

 

 

Supplemental disclosure of noncash investing activities:

 

 

 

 

 

 

Accruals for property and equipment

 

$

1,116

 

$

237

See notes to our unaudited Condensed Consolidated Financial Statements.

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Table of Contents

TOPBUILD CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited)

(In thousands except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common

 

Treasury

 

Additional

 

 

 

 

 

 

 

Stock

 

Stock

 

Paid-in

 

Retained

 

 

 

 

 

($0.01 par value)

 

at cost

 

Capital

 

Earnings

 

Equity

Balance at December 31, 2016

 

$

385

 

$

(22,296)

 

$

845,476

 

$

148,982

 

$

972,547

Net loss

 

 

 —

 

 

 —

 

 

 —

 

 

(1,710)

 

 

(1,710)

Share-based compensation

 

 

 —

 

 

 —

 

 

2,084

 

 

 —

 

 

2,084

Issuance of 141,000 restricted share awards under long-term equity incentive plan

 

 

 1

 

 

 —

 

 

(1)

 

 

 —

 

 

 —

Repurchase of 397,035 shares of common stock pursuant to Share Repurchase Program

 

 

 —

 

 

(17,379)

 

 

 —

 

 

 —

 

 

(17,379)

42,629 shares of common stock withheld to pay taxes on employees' equity awards

 

 

 —

 

 

 —

 

 

(1,583)

 

 

 —

 

 

(1,583)

Balance at March 31, 2017

 

$

386

 

$

(39,675)

 

$

845,976

 

$

147,272

 

$

953,959

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2017

 

$

386

 

$

(141,582)

 

$

830,600

 

$

307,115

 

$

996,519

Net income

 

 

 —

 

 

 —

 

 

 —

 

 

26,388

 

 

26,388

Share-based compensation

 

 

 —

 

 

 —

 

 

2,402

 

 

 —

 

 

2,402

Issuance of 79,010 restricted share awards under long-term equity incentive plan

 

 

 1

 

 

 —

 

 

(1)

 

 

 —

 

 

 —

Repurchase of 13,657 shares of common stock pursuant to the settlement of the ASR Program

 

 

 —

 

 

(20,000)

 

 

20,000

 

 

 —

 

 

 —

83,754 shares of common stock withheld to pay taxes on employees' equity awards

 

 

 —

 

 

 —

 

 

(4,514)

 

 

 —

 

 

(4,514)

Balance at March 31, 2018

 

$

387

 

$

(161,582)

 

$

848,487

 

$

333,503

 

$

1,020,795

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to our unaudited Condensed Consolidated Financial Statements.

 

 

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Table of Contents

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

 

1. BASIS OF PRESENTATION

 

TopBuild is a Delaware corporation formed on June 30, 2015, and is listed on the NYSE under the symbol “BLD.”  We report our business in two segments: Installation and Distribution.  Our Installation segment primarily installs insulation and other building products.  Our Distribution segment primarily sells and distributes insulation and other building products.  Our segments are based on our operating units, for which financial information is regularly evaluated by our corporate operating executives.

 

In our opinion, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, of a normal recurring nature, necessary to state fairly our financial position as of March 31, 2018, our results of operations for the three months ended March 31, 2018 and 2017, and cash flows for the three months ended March 31, 2018 and 2017.  The Condensed Consolidated Balance Sheet at December 31, 2017, was derived from our audited financial statements, but does not include all disclosures required by GAAP.

 

These Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

 

2. ACCOUNTING POLICIES

 

Financial Statement Presentation.    Our Condensed Consolidated Financial Statements have been developed in conformity with GAAP, which requires management to make estimates and assumptions.  These estimates and assumptions affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.  Actual results could differ materially from these estimates.  All intercompany transactions between TopBuild entities have been eliminated. 

 

Business Combinations.  The purchase price for business combinations is allocated to the estimated fair values of acquired tangible and intangible assets, including goodwill, and assumed liabilities, where applicable.  Additionally, we recognize customer relationships, trademarks and trade names, and non-competition agreements as identifiable intangible assets.  These assets are recorded at fair value as of the transaction date.  The fair value of these intangible assets is determined primarily using the income approach and using current industry information.  Goodwill is recorded when consideration transferred exceeds the fair value of identifiable assets and liabilities.  Measurement-period adjustments are recorded in the period they occur.  Contingent consideration is recorded at fair value at the acquisition date.

 

Share-based Compensation.  Our share-based compensation program currently consists of RSAs and Options.  Share-based compensation expense is reported in selling, general, and administrative expense.  We do not capitalize any compensation cost related to share-based compensation awards.  The income tax benefits and deficiencies associated with share-based awards are reported as a component of income tax expense.  Excess tax benefits and deficiencies are included in cash provided by (used in) operating activities while shares withheld for tax-withholding are reported in financing activities under the caption “Taxes withheld and paid on employees’ equity awards” in our Condensed Consolidated Statements of Cash Flows.  Award forfeitures are accounted for in the period they occur. 

 

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Table of Contents

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

 

The following table details our award types and accounting policies:

 

 

 

 

 

 

Award Type:

Fair Value Determination

Vesting

Expense
Recognition‡

Expense
Measurement

Restricted Share Awards

 

 

 

 

Service Condition

Closing stock price on date of grant

Ratably;
3 or 5 years

Straight-line

Fair value at grant date

Performance Condition

Closing stock price on date of grant

Cliff;
3 years

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

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

Market Condition

Monte-Carlo Simulation

Cliff;
3 years

Straight-line;
Recognized even if condition is not met

Fair value at grant date

Stock Options†

Black-Scholes Options Pricing Model

Ratably;
3 or 5 years

Straight-line

Fair value at grant date


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

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

 

Recently Adopted Accounting Pronouncements:

 

In May 2014 the FASB issued a new standard for revenue recognition, ASC 606.  Subsequent to issuing ASC 606, the FASB issued a number of updates and technical improvements which do not change the core principles of the guidance.  The purpose of ASC 606 is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability across industries.  Effective January 1, 2018, we adopted ASC 606 using the modified retrospective approach.  Adoption of this standard did not have a material impact on our financial position or results of operations for any periods presented. As such, a cumulative adjustment was not recorded to our beginning retained earnings balance.

 

Revenue Recognition

Revenue is disaggregated between our installation and distribution segments. A reconciliation of disaggregated revenue by segment is included in Note 6 – Segment Information.

We recognize revenue for our Installation segment using the percentage of completion method of accounting with respect to each particular order within a given customer’s contract, based on the amount of material installed at that customer’s location and the associated labor costs, as compared to the total expected cost for the particular order. Revenue is recognized over time as the customer is able to receive and utilize the benefits provided by our services. Each contract contains one or more individual orders, which are based on services delivered. When a contract modification is made, typically the remaining goods or services are considered distinct and we recognize revenue for the modification as a separate performance obligation. When insulation and installation services are bundled in a contract, we combine these items into one performance obligation as the overall promise is to transfer the combined item.

Revenue from our Distribution segment is recognized when title to products and risk of loss transfers to our customers.  This represents the point in time when the customer is able to direct the use of and obtain substantially all the benefits from the product. The determination of when control is deemed transferred depends on the shipping terms that are agreed upon in the contract.

 

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Table of Contents

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

 

At time of sale, we record estimated reductions to revenue for customer programs and incentive offerings, including special pricing and other volume-based incentives based on historical experience, which is continuously adjusted. The duration of our contracts with customers is relatively short, generally less than a 90-day period, therefore there is not a significant financing component when considering the determination of the transaction price which gets allocated to the individual performance obligations, generally based on standalone selling prices. Additionally, we consider shipping costs charged to a customer as a fulfillment cost rather than a promised service and expense as incurred. Sales taxes, when incurred, are recorded as a liability and excluded from revenue on a net basis.

We record a contract asset when we have satisfied our performance obligation prior to billing and a contract liability generally when a customer payment is received prior to the satisfaction of our performance obligation. The difference between the beginning and ending balances of our contract assets and liabilities primarily results from the timing of our performance and the customer’s payment.

 

The following table represents our opening and closing balances of contract assets and contract liabilities with customers, in thousands:

 

 

 

 

 

 

 

 

 

 

Included in Line Item on

 

 

As of

 

Condensed Consolidated

 

March 31, 

 

December 31, 

 

Balance Sheets

 

2018

 

2017

Contract Assets:

 

 

 

 

 

 

 

Receivables, unbilled

Receivables, net

 

$

38,533

 

$

37,142

 

 

 

 

 

 

 

 

Contract Liabilities:

 

 

 

 

 

 

 

Deferred revenue

Accrued liabilities

 

$

8,801

 

$

9,275

 

Our contract liabilities are normally recognized to net sales in the immediately subsequent reporting period due to the generally short-term nature of our contracts with customers.

 

In August 2016 the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments”.  This standard addresses the diversity in practice of how certain cash receipts and payments are classified in the statement of cash flows, including contingent consideration payments made after a business combination which is relevant for us.  This update was effective for us beginning January 1, 2018 and we adopted the standard using a retrospective approach.  There was no impact to any prior periods as contingent consideration payments have not been made.  Future payments, as applicable, will be classified between operating and financing activities as prescribed by the standard.

 

In January 2017 the FASB issued ASU 2017-01, “Clarifying the Definition of a Business.”  The new standard narrows the definition of a business and provides a framework for evaluation.  This update was effective for us beginning January 1, 2018, and we adopted the standard using a prospective approach.  The adoption of this standard did not have a material impact on our financial position or results of operations.

 

Recently Issued Accounting Pronouncements Not Yet Adopted:

 

In February 2016 the FASB issued ASU 2016-02, “Leases.”  This standard requires a lessee to recognize most leases on its balance sheet.  Companies are required to use a modified retrospective transition method for all existing leases.  This standard is effective for annual periods beginning after December 15, 2018, and interim periods therein.  Early adoption is permitted.  We have not yet selected an adoption date, and we are currently evaluating the effect of adoption of this standard on our financial position and results of operations.

 

In June 2016 the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses”.  This guidance introduces a current expected credit loss (“CECL”) model for the recognition of impairment losses on financial assets, including trade receivables.  The CECL model replaces current GAAP’s incurred loss model.  Under CECL, companies will record an allowance through current earnings for the expected credit loss for the life of the financial asset upon initial recognition of the financial asset.  This update is effective for us at the beginning of 2020 with early adoption permitted at the beginning of 2019.  We have not yet selected an adoption date, and we are currently evaluating the effect of adoption of this standard on our financial position and results of operations.

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

 

In January 2017 the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment.”  The new standard simplifies the subsequent measurement of goodwill by eliminating the second step of the goodwill impairment test.  This update is effective for us beginning January 1, 2020.  Early adoption is permitted and the new standard will be applied on a prospective basis.  We have not yet selected an adoption date, and we are currently evaluating the effect of adoption of this standard on our financial position and results of operations.

 

3. GOODWILL AND OTHER INTANGIBLES

 

Changes in the carrying amount of goodwill for the three months ended March 31, 2018,  by segment, were as follows, in thousands:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Gross Goodwill

    

 

    

Gross Goodwill

    

   Accumulated   

    

Net Goodwill

 

 

at

 

 

 

at

 

Impairment

 

at

 

 

December 31, 2017

 

Additions

 

March 31, 2018

 

Losses

 

March 31, 2018

Goodwill, by segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Installation

 

$

1,422,920

 

$

2,741

 

$

1,425,661

 

$

(762,021)

 

$

663,640

Distribution

 

 

416,287

 

 

2,888

 

 

419,175

 

 

 —

 

 

419,175

Total goodwill

 

$

1,839,207

 

$

5,629

 

$

1,844,836

 

$

(762,021)

 

$

1,082,815

 

The following table sets forth our other intangible assets, in thousands:

 

 

 

 

 

 

 

 

 

 

As of

 

    

March 31, 

    

December 31, 

 

    

2018

    

2017

Gross definite-lived intangible assets

 

$

53,482

 

$

54,872

Accumulated amortization

 

 

(5,045)

 

 

(21,629)

Net definite-lived intangible assets

 

$

48,437

 

$

33,243

 

The following table sets forth a breakout of our intangible assets as of March 31, 2018, in thousands:

 

 

 

 

 

 

 

 

 

 

 

Gross definite-lived intangible assets

 

Accumulated amortization

 

Net definite-lived intangible assets

Trademarks

$

2,635

 

$

(271)

 

$

2,364

Customer Lists

 

43,328

 

 

(3,663)

 

 

39,665

Non-Compete

 

7,519

 

 

(1,111)

 

 

6,408

 

$

53,482

 

$

(5,045)

 

$

48,437

 

The following table sets forth our amortization expense, in thousands:

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

 

2018

 

2017

Amortization expense

 

$

1,302

 

$

183

 

 

4. LONG-TERM DEBT

 

On May 5, 2017, we and the Guarantors entered into a credit agreement with the Lenders.  All obligations under the credit agreement are guaranteed by the Guarantors, and all obligations under the credit agreement, including the guarantees of those obligations, are secured by substantially all of the assets of us and the Guarantors. 

 

On March 28, 2018, we executed an amendment to our credit agreement.  The primary change of the amendment is to facilitate the acquisition of USI.  Additionally, the amendment (i) extended until August 29, 2018, the period during which the Company may access the $100.0 million delayed-draw term loan feature and (ii) provides that the Company may issue up to $500.0 million of senior notes in connection with its acquisition of USI.  See Note 15 – Subsequent Events for more information.

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

 

 

Interest payable on borrowings under the Amended Credit Agreement is based on an applicable margin rate plus, at our option, either:

 

·

A base rate determined by reference to the highest of either (i) the federal funds rate plus 0.50 percent, (ii) Bank of America’s “prime rate,” or (iii) the LIBOR rate for U.S. dollar deposits with a term of one month, plus 1.00 percent; or

·

A LIBOR rate determined by reference to the costs of funds for deposits in U.S. dollars for the interest period relevant to such borrowings.

 

The applicable margin rate is determined based on our Secured Leverage Ratio.  In the case of base rate borrowings, the applicable margin rate ranges from 0.00 percent to 1.50 percent and in the case of LIBOR rate borrowings, the applicable margin ranges from 1.00 percent to 2.50 percent.

 

We are required to pay commitment fees to the Lenders in respect of any unutilized commitments.  The commitment fees range from 0.15 percent to 0.275 percent per annum, depending on our Secured Leverage Ratio.  We must also pay customary fees on outstanding letters of credit.

 

The following table outlines the key terms of our Amended Credit Agreement, dollars in thousands:

 

 

 

 

 

Senior secured term loan facility (original borrowing) (a)

$

250,000

 

Additional term loan capacity under delayed draw feature (b)

$

100,000

 

 

 

 

 

Additional term loan and/or revolver capacity available under incremental facility (c)

$

200,000

 

 

 

 

 

Revolving Facility

$

250,000

 

Sublimit for issuance of letters of credit under Revolving Facility (d)

$

100,000

 

Sublimit for swingline loans under Revolving Facility (d)

$

20,000

 

 

 

 

 

Interest rate as of March 31, 2018

 

2.90

%

Scheduled maturity date

 

5/05/2022

 


(a)

The Amended Credit Agreement provides for a term loan limit of $350.0 million; $250.0 million was drawn on May 5, 2017.

(b)

We can access $100.0 million through a delayed draw term loan on the Amended Credit Agreement until August 29, 2018. 

(c)

Additional borrowing capacity is available under the incremental facility, subject to certain terms and conditions (including existing or new lenders providing commitments in respect of such additional borrowing capacity).

(d)

Use of the sublimits for the issuance of letters of credit and swingline loans reduces the availability under the Revolving Facility.

 

Borrowings under the Amended Credit Agreement are prepayable at the Company’s option without premium or penalty.  The Company is required to make prepayments with the net cash proceeds of certain asset sales and certain extraordinary receipts.

 

On March 2, 2018, the company entered into a Master Loan and Security Agreement with Banc of America Leasing & Capital, LLC for the purpose of financing the purchase of vehicles and equipment.  In addition, the company executed equipment notes thereunder in the amount of $10.1 million maturing on March 2, 2023.

 

The following table sets forth our remaining principal payments for our outstanding term loan balance and equipment notes as of March 31, 2018, in thousands:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments Due by Period

 

2018

 

2019

 

2020

 

2021

 

2022

 

Thereafter

 

Total

Term loan

$

9,375

    

$

15,625

    

$

18,750

    

$

21,875

    

$

175,000

    

$

 —

    

$

240,625

Equipment notes

 

1,386

 

 

1,913

 

 

1,990

 

 

2,070

 

 

2,153

 

 

554

 

 

10,066

Total

$

10,761

 

$

17,538

 

$

20,740

 

$

23,945

 

$

177,153

 

$

554

 

$

250,691

 

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

 

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

 

 

 

 

 

 

 

 

 

 

As of

 

    

March 31, 

    

December 31, 

Principal debt balances:

 

2018

    

2017

Current portion of long-term debt - term loan

 

$

12,500

 

$

12,500

Current portion of long-term debt - equipment notes

 

 

1,858

 

 

 —

Long-term portion of long-term debt - term loan

 

 

228,125

 

 

231,250

Long-term portion of long-term debt - equipment notes

 

 

8,208

 

 

 —

Unamortized debt issuance costs

 

 

(2,796)

 

 

(1,863)

Total debt

 

$

247,895

 

$

241,887

 

The Company has outstanding standby letters of credit that secure our financial obligations related to our workers’ compensation, general insurance, and auto liability programs.  These standby letters of credit, as well as any outstanding amount borrowed under our revolving credit facility, reduce the availability under the Revolving Facility.  The following table summarizes our availability under the Revolving Facility, in thousands:

 

 

 

 

 

 

 

 

 

As of

 

 

March 31, 

    

December 31, 

 

    

2018

    

2017

Revolving Facility

 

$

250,000

 

$

250,000

Less: standby letters of credit

 

 

(47,055)

 

 

(47,055)

Capacity under Revolving Facility

 

$

202,945

 

$

202,945

 

The Amended Credit Agreement contains certain covenants that limit, among other things, the ability of the Company to incur additional indebtedness or liens; to make certain investments or loans; to make certain restricted payments; to enter into consolidations, mergers, sales of material assets, and other fundamental changes; to transact with affiliates; to enter into agreements restricting the ability of subsidiaries to incur liens or pay dividends; or to make certain accounting changes.  The Amended Credit Agreement contains customary affirmative covenants and events of default.

 

The Amended Credit Agreement requires us to maintain a Net Leverage Ratio and minimum FCCR throughout the term of the agreement.  The following table sets forth the maximum Net Leverage Ratios and minimum FCCR:

 

 

 

 

 

 

Quarter Ending

    

Maximum
Net Leverage Ratio

 

Minimum
FCCR

December 31, 2017 through September 30, 2018

 

3.25:1.00

 

1.25:1.00

December 31, 2018 and each quarter thereafter

 

3.00:1.00

 

1.25:1.00

 

The following table outlines the key financial covenants effective for the period covered by this report:

 

 

 

 

 

 

As of March 31, 2018

Maximum Net Leverage Ratio

 

3.25:1.00

Minimum FCCR

 

1.25:1.00

Compliance as of period end

 

In Compliance

 

 

5. FAIR VALUE MEASUREMENTS

 

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

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

 

Fair Value on Recurring Basis

 

The carrying values of cash and cash equivalents, receivables, net, and accounts payable are considered to be representative of their respective fair values due to the short-term nature of these instruments.  We measure our contingent consideration liabilities related to business combinations at fair value.  For more information see Note 12 – Business Combinations.

 

Fair Value on Non-Recurring Basis

 

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

 

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

 

6. SEGMENT INFORMATION

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

 

2018

 

2017

 

2018

 

2017

 

 

Net Sales

 

Operating Profit (Loss) (b)

Our operations by segment were (a):

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

329,394

 

$

290,887

 

$

29,330

 

$

21,036

Significant legal settlement (Installation segment) (c)

 

 

 —

 

 

 —

 

 

 —

 

 

(30,000)

Distribution

 

 

187,766

 

 

170,244

 

 

17,902

 

 

15,484

Intercompany eliminations

 

 

(25,716)

 

 

(19,768)

 

 

(4,446)

 

 

(3,301)

Total

 

$

491,444

 

$

441,363

 

 

42,786

 

 

3,219

General corporate expense, net (d)

 

 

 

 

 

 

 

 

(8,893)

 

 

(6,682)

Operating profit (loss), as reported

 

 

 

 

 

 

 

 

33,893

 

 

(3,463)

Other expense, net

 

 

 

 

 

 

 

 

(2,290)

 

 

(1,263)

Income (loss) before income taxes

 

 

 

 

 

 

 

$

31,603

 

$

(4,726)


(a)

All of our operations are located in the U.S.

(b)

Segment operating profit for the three months ended March 31, 2018 and 2017, includes an allocation of general corporate expenses attributable to the operating segments which is based on direct benefit or usage (such as salaries of corporate employees who directly support the segment).

(c)

Significant legal settlement expense of $30 million incurred during the three months ended March 31, 2017, related to the settlement agreement with Owens Corning.  For more information see Note 7 – Other Commitments and Contingencies.

(d)

General corporate expense, net included expenses not specifically attributable to our segments for functions such as corporate human resources, finance, and legal, including salaries, benefits, and other related costs.

   

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

 

 

7. OTHER COMMITMENTS AND CONTINGENCIES

 

Litigation.  During the first quarter of 2017, we recognized a $30.0 million expense for a legal settlement with Owens Corning in connection with a breach of contract action related to our termination of an insulation supply contract.  Under the terms of the settlement, we paid Owens Corning $30.0 million.  The settlement resulted in the dismissal of the lawsuit filed in May 2016 in Toledo, Ohio.  The settlement is reflected in the significant legal settlement line item within our Condensed Consolidated Statements of Operations for the three months ended March 31, 2017.  The settlement is also reflected in our installation segment’s operating results for the three months ended March 31, 2017.

 

We are subject to certain claims, charges, litigation, and other proceedings in the ordinary course of our business, including those arising from or related to contractual matters, intellectual property, personal injury, environmental matters, product liability, product recalls, construction defects, insurance coverage, personnel and employment disputes, antitrust, and other matters, including class actions.  We believe we have adequate defenses in these matters and we do not believe that the ultimate outcome of these matters will have a material adverse effect on us.  However, there is no assurance that we will prevail in any of these pending matters, and we could in the future incur judgments, enter into settlements of claims, or revise our expectations regarding the outcome of these matters, which could materially impact our liquidity and our results of operations.

 

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

 

We occasionally use performance bonds to ensure completion of our work on certain larger customer contracts that can span multiple accounting periods.  Performance bonds generally do not have stated expiration dates; rather, we are released from the bonds as the contractual performance is completed.  Other types of bonds outstanding were principally license and insurance related.

 

8. INCOME TAXES    

 

Our effective tax rates were 16.5 percent and 63.8 percent for the three months ended March 31, 2018 and 2017, respectively.  The 2018 rate is lower due to the lower Federal tax rate enacted by the Tax Cuts and Jobs Act and the impact of discrete benefits related to share-based compensation.  The 2017 rate was higher due to a small overall pre-tax loss and the impact of discrete benefits related to share-based compensation and a legal settlement.

 

Our Condensed Consolidated Statements of Operations recognized a discrete tax benefit of $2.6 million, and $0.8 million related to share-based compensation, for the three months ended March 31, 2018 and 2017, respectively.  A discrete benefit of $11.8 million related to a legal settlement was recognized for the three months ended March 31, 2017.

 

9. INCOME (LOSS) PER SHARE

 

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

 

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

 

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

 

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

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

 

2018

 

2017

Net income (loss) - basic and diluted

 

$

26,388

 

$

(1,710)

 

 

 

 

 

 

 

Weighted average number of common shares outstanding - basic

 

 

35,059,920

 

 

37,123,245

 

 

 

 

 

 

 

Dilutive effect of common stock equivalents:

 

 

 

 

 

 

RSAs with service-based conditions

 

 

183,123

 

 

 —

RSAs with market-based conditions

 

 

229,722

 

 

 —

RSAs with performance-based conditions

 

 

 —

 

 

 —

Stock options

 

 

346,477

 

 

 —

 

 

 

 

 

 

 

Weighted average number of common shares outstanding - diluted

 

 

35,819,242

 

 

37,123,245

 

 

 

 

 

 

 

Basic net income (loss) per common share

 

$

0.75

 

$

(0.05)

 

 

 

 

 

 

 

Diluted net income (loss) per common share

 

$

0.74

 

$

(0.05)

 

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

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

 

2018

 

2017

Anti-dilutive common stock equivalents:

 

 

 

 

 

 

RSAs with service-based conditions

 

 

275

 

 

401,623

RSAs with market-based conditions