8-K - BLD - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of report (Date of earliest event reported): October 31, 2023

TopBuild Corp.

(Exact name of registrant as specified in its charter)


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


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

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

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

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

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

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

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

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


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

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

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition.

On October 31, 2023, TopBuild Corp., a Delaware corporation (the “Company”), issued a press release announcing its financial results for the quarter ended September 30, 2023 (the “Press Release”). The Press Release, which is furnished as Exhibit 99.1, and the information included in Item 7.01 of this Current Report on Form 8-K (this “Report”) are incorporated by reference in this Item 2.02.

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

Item 7.01. Regulation FD Disclosure.

On October 31, 2023, the Company issued the Press Release. The Press Release, which is furnished as Exhibit 99.1, and the information included in Item 2.02 of this Report are incorporated by reference in this Item 7.01.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number	****	Description
99.1		Press release issued by TopBuild Corp., dated October 31, 2023, announcing its financial results for the quarter ended September 30, 2023.

104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TOPBUILD CORP.

	By:	/s/ Robert Kuhns
		Name:	Robert Kuhns
		Title:	Vice President and Chief Financial Officer<br>(Principal Financial Officer)
Dated: October 31, 2023

Exhibit 99.1

NYSE:BLD

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

TopBuild Reports Third Quarter 2023 Results

●	1.9% increase in net sales
●	31.7% gross margin
---	---
●	17.9% operating margin, 18.5% on an adjusted basis
---	---
●	21.4% adjusted EBITDA margin
---	---

Third Quarter Financial Highlights

(unless otherwise indicated, comparisons are to the three months ended September 30, 2022)

<br><br><br><br><br><br><br><br>
3 Months Ended 9/30/23	Reported	Change	“TopBuild continues to perform well and produce solid operating results, a testament to our team’s hard work and focus on profitable growth. We are particularly pleased with the performance of our non-residential business. Both our Installation and Specialty Distribution segments reported mid-single digit volume growth related to the commercial and industrial end markets they serve.<br><br>“Our strong track record of executing on our plan can be attributed, in part, to our relentless focus on driving improvements in both productivity and operational efficiencies.<br><br>“In addition, our unique and diversified business model provides multiple avenues for growth, and we see continued opportunities in all three end markets we serve.”<br><br>ROBERT BUCK, PRESIDENT & CEO, TOPBUILD
Sales	$1,326,120	1.9%
Gross Margin	31.7%	130 bps
SG&A as % of revenue	13.8%	50 bps
Operating Profit	$237,492	6.6%
Operating Margin	17.9%	80 bps
Net Income	$167,602	9.0%
Net Income per diluted share	$5.27	10.7%


3 Months Ended 9/30/23	Adjusted	Change
Sales	$1,326,120	1.9%
Gross Margin	31.7%	130 bps
SG&A as % of revenue	13.2%	0 bps
Operating Profit	$245,932	9.7%
Operating Margin	18.5%	130 bps
Net Income	$172,507	11.4%
Net Income per diluted share	$5.43	13.1%
EBITDA	$283,690	9.4%
EBITDA Margin	21.4%	150 bps


NYSE:BLD	October 31, 2023	topbuild.com

Nine Month Financial Highlights

(comparisons are to the nine months ended September 30, 2022)

9 Months Ended 9/30/23	Reported	Change
Sales	$3,908,620	4.4%
Gross Margin	31.0%	130 bps
SG&A as % of revenue	13.8%	0 bps
Operating Profit	$674,025	13.5%
Operating Margin	17.2%	130 bps
Net Income	$467,870	13.5%
Net Income per diluted share	$14.74	16.7%

9 Months Ended 9/30/23	Adjusted	Change
Sales	$3,908,620	4.4%
Gross Margin	31.0%	130 bps
SG&A as % of revenue	13.4%	(20 bps)
Operating Profit	$688,224	14.6%
Operating Margin	17.6%	160 bps
Net Income	$477,551	15.1%
Net Income per diluted share	$15.04	18.3%
EBITDA	$797,520	13.4%
EBITDA Margin	20.4%	160 bps

Operating Segment Highlights ($ in 000s)

(comparisons are to the period ended September 30, 2022)

Installation	3 Months Ended 9/30/23	9 Months Ended 9/30/23	Specialty Distribution	3 Months Ended 9/30/23	9 Months Ended 9/30/23
Sales	$821,673	$2,397,818	Sales	$571,009	$1,703,871
Change			Change
Volume	-3.5%	1.4%	Volume	-0.2%	-2.0%
Price	3.6%	4.0%	Price	-1.9%	1.4%
M&A	4.8%	3.1%	M&A	0.0%	0.0%
Total Change	4.9%	8.6%	Total Change	-2.1%	-0.7%
Operating Margin	21.3%	20.6%	Operating Margin	15.5%	14.5%
Change	160 bps	220 bps	Change	40 bps	20 bps
Adj. Operating Margin	21.6%	20.7%	Adj. Operating Margin	15.5%	14.6%
Change	200 bps	230 bps	Change	20 bps	20 bps
Adj. EBITDA Margin	23.7%	22.9%	Adj. EBITDA Margin	18.2%	17.2%
Change	210 bps	230 bps	Change	20 bps	20 bps


NYSE:BLD	October 31, 2023	topbuild.com

3 Capital Allocation

Acquisitions

Through October 31, the Company has completed four acquisitions which are expected to contribute approximately 173 million in annual revenue. In addition, the Company announced in late July its agreement to acquire Specialty Products and Insulation (“SPI”) in an all-cash transaction valued at 960 million. This leading North American specialty distributor and custom fabricator of mechanical insulation is expected to generate annual revenue of approximately 700 million. 2023 Outlook(1)( in millions)

2023	Low		****	High
Sales	$	5,130		$	5,210
Adjusted EBITDA*	$	1,025		$	1,055
*See table for adjusted EBITDA reconciliation.

All values are in US Dollars.

^(1)^This outlook reflects management’s current view of present and future market conditions and are based on assumptions such as housing starts and completions, general and administrative expenses, weighted average diluted shares outstanding and interest rates. These targets do not include any effects related to potential acquisitions or divestitures that may occur after the date of this press release.

Conference Call

A conference call to discuss third quarter 2023 financial results is scheduled for today, Tuesday, October 31, at 9:00 a.m. Eastern Time. The call may be accessed by dialing (877) 407-9037. The conference call will be webcast simultaneously on the Company’s website at www.topbuild.com. In addition, a copy of management’s formal remarks and a presentation that summarizes management’s formal remarks will be available immediately prior to the conference call on www.topbuild.com.

About TopBuild

TopBuild Corp., headquartered in Daytona Beach, Florida, is a leading installer and specialty distributor of insulation and related building material products to the construction industry in the United States and Canada. We provide insulation installation services nationwide through our Installation segment which has approximately 240 branches located across the United States. We distribute building and mechanical insulation, insulation accessories and other building product materials for the residential, commercial, and industrial end markets through our Specialty Distribution business. Our Specialty Distribution network encompasses approximately 170 branches. To learn more about TopBuild please visit our website at www.topbuild.com.

Use of Non-GAAP Financial Measures

Adjusted EBITDA, incremental EBITDA margin, adjusted EBITDA margin, the “adjusted” financial measures presented above, and figures presented on a “same branch basis” are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company believes that these non-GAAP financial measures, which are used in managing the business, may provide users of this financial information with additional meaningful comparisons between current results and results in prior periods. We define same branch sales as sales from branches in operation for at least 12 full calendar months. Such non-GAAP financial measures are reconciled to their closest GAAP financial measures in tables contained in this press release.


NYSE:BLD	October 31, 2023	topbuild.com

4 Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results under GAAP. Additional information may be found in the Company’s filings with the Securities and Exchange Commission which are available on TopBuild’s website under “SEC Filings” at www.topbuild.com.

Safe Harbor Statement

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements may address, among other things, our expected financial and operational results, the related assumptions underlying our expected results, and our plan to repurchase our common stock under stock repurchase transactions. These forward-looking statements can be identified by words such as “will,” “would,” “anticipate,” “expect,” “believe,” “designed,” “plan,” “may,” “project,” “estimate” or “intend,” the negative of these terms, and similar references to future periods. These views involve risks and uncertainties that are difficult to predict and, accordingly, our actual results may differ materially from the results discussed in our forward-looking statements. Our forward-looking statements contained herein speak only as of the date of this press release. Factors or events that we cannot predict, including those described in the risk factors contained in our filings with the Securities and Exchange Commission, may cause our actual results to differ from those expressed in forward-looking statements. Although TopBuild believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be achieved and it undertakes no obligation to update any forward-looking statements as a result of new information, future events, or otherwise, except as required by applicable law.

Investor Relations and Media Contact

Tabitha Zane

tabitha.zane@topbuild.com 386-763-8801

(tables follow)


NYSE:BLD	October 31, 2023	topbuild.com

TopBuild Corp.

Condensed Consolidated Statements of Operations (Unaudited)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net sales	$	1,326,120	$	1,300,998	$	3,908,620	$	3,744,201
Cost of sales		905,430		905,250		2,695,916		2,633,155
Gross profit		420,690		395,748		1,212,704		1,111,046

Selling, general, and administrative expense		183,198		172,874		538,679		516,997
Operating profit		237,492		222,874		674,025		594,049

Other income (expense), net:
Interest expense		(18,830)		(14,561)		(55,427)		(39,936)
Other, net		6,015		(303)		12,542		103
Other expense, net		(12,815)		(14,864)		(42,885)		(39,833)
Income before income taxes		224,677		208,010		631,140		554,216

Income tax expense		(57,075)		(54,264)		(163,270)		(142,060)
Net income	$	167,602	$	153,746	$	467,870	$	412,156

Net income per common share:
Basic	$	5.30	$	4.79	$	14.81	$	12.72
Diluted	$	5.27	$	4.76	$	14.74		12.63

Weighted average shares outstanding:
Basic		31,615,110		32,076,285		31,588,740		32,404,275
Diluted		31,788,812		32,279,820		31,744,856		32,643,161


NYSE:BLD	October 31, 2023	topbuild.com

TopBuild Corp.

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(in thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net income	$	167,602	$	153,746	$	467,870	$	412,156
Other comprehensive (loss) income:
Foreign currency translation adjustment		(3,008)		(15,158)		3,029		(14,133)
Comprehensive income	$	164,594	$	138,588	$	470,899	$	398,023


NYSE:BLD	October 31, 2023	topbuild.com

TopBuild Corp.

Condensed Consolidated Balance Sheets and Other Financial Data (Unaudited)

(dollars in thousands)


	As of
	September 30, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	615,612	$	240,069
Receivables, net of an allowance for credit losses of $17,880 at September 30, 2023, and $16,281 at December 31, 2022		870,890		836,071
Inventories, net		357,179		438,644
Prepaid expenses and other current assets		38,104		34,257
Total current assets		1,881,785		1,549,041

Right of use assets		209,707		205,892
Property and equipment, net		264,581		253,484
Goodwill		2,039,777		1,966,994
Other intangible assets, net		606,940		614,967
Other assets		11,300		16,453
Total assets	$	5,014,090	$	4,606,831

LIABILITIES
Current liabilities:
Accounts payable	$	455,840	$	487,114
Current portion of long-term debt		48,057		40,068
Accrued liabilities		183,084		199,370
Short-term operating lease liabilities		64,632		60,880
Short-term finance lease liabilities		2,057		2,207
Total current liabilities		753,670		789,639

Long-term debt		1,383,717		1,417,257
Deferred tax liabilities, net		252,419		251,481
Long-term portion of insurance reserves		58,343		59,783
Long-term operating lease liabilities		151,970		149,943
Long-term finance lease liabilities		4,596		6,673
Other liabilities		1,548		2,349
Total liabilities		2,606,263		2,677,125

EQUITY		2,407,827		1,929,706
Total liabilities and equity	$	5,014,090	$	4,606,831


		As of September 30,
	****	2023			2022
Other Financial Data
Receivable days			51			48
Inventory days			36			48
Accounts payable days			60			63
Receivables, net plus inventories, net less accounts payable		$	772,229		$	752,750
Receivables, net plus inventories, net less accounts payable as a percent of sales (TTM) †			14.6	%		15.5	%

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


NYSE:BLD	October 31, 2023	topbuild.com

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


	Nine Months Ended September 30,
	2023			2022
Cash Flows Provided by (Used in) Operating Activities:		****	****		****
Net income	$	467,870		$	412,156
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		98,216			93,051
Share-based compensation		11,080			9,673
Loss on sale of assets		2,733			76
Amortization of debt issuance costs		2,161			2,147
Provision for bad debt expense		7,380			8,837
Loss from inventory obsolescence		3,617			5,127
Change in certain assets and liabilities:
Receivables, net		(52,482)			(152,578)
Inventories, net		82,960			(101,148)
Prepaid expenses and other current assets		(3,267)			(807)
Accounts payable		(21,361)			49,079
Accrued liabilities		(9,027)			3,469
Other, net		(1,402)			6,548
Net cash provided by operating activities		588,478			335,630

Cash Flows Provided by (Used in) Investing Activities:
Purchases of property and equipment		(48,076)			(56,044)
Acquisition of businesses, net of cash acquired		(147,614)			(20,500)
Proceeds from sale of assets		14,674			2,877
Net cash used in investing activities		(181,016)			(73,667)

Cash Flows Provided by (Used in) Financing Activities:
Repayment of long-term debt		(27,711)			(28,968)
Proceeds from revolving credit facility		—			70,000
Repayment of revolving credit facility		—			(70,000)
Taxes withheld and paid on employees' equity awards		(6,350)			(11,719)
Exercise of stock options		2,489			2,028
Repurchase of shares of common stock		—			(200,050)
Payment of contingent consideration		(300)			(1,674)
Net cash used in financing activities		(31,872)			(240,383)
Impact of exchange rate changes on cash		(47)			(1,975)
Net increase in cash and cash equivalents		375,543			19,605
Cash and cash equivalents - Beginning of period		240,069			139,779
Cash and cash equivalents - End of period	$	615,612		$	159,384

Supplemental disclosure of noncash activities:
Leased assets obtained in exchange for new operating lease liabilities	$	45,525		$	80,186
Accruals for property and equipment		305			395


NYSE:BLD	October 31, 2023	topbuild.com

TopBuild Corp.

Segment Data (Unaudited)

(dollars in thousands)


	Three Months Ended September 30,									Nine Months Ended September 30,
	2023			2022			Change			2023			2022			Change
Installation
Sales	$	821,673		$	783,056			4.9	%	$	2,397,818		$	2,208,717			8.6	%

Operating profit, as reported	$	175,218		$	154,236					$	494,394		$	406,835
Operating margin, as reported		21.3	%		19.7	%					20.6	%		18.4	%

Rationalization charges		1,882			(807)						1,882			(334)
Acquisition related costs		26			15						516			112
Operating profit, as adjusted	$	177,126		$	153,444					$	496,792		$	406,613
Operating margin, as adjusted		21.6	%		19.6	%					20.7	%		18.4	%

Share-based compensation		436			268						1,124			956
Depreciation and amortization		17,417			15,610						50,700			46,615
EBITDA, as adjusted	$	194,979		$	169,322			15.2	%	$	548,616		$	454,184			20.8	%
EBITDA margin, as adjusted		23.7	%		21.6	%					22.9	%		20.6	%

Specialty Distribution
Sales	$	571,009		$	583,543			(2.1)	%	$	1,703,871		$	1,715,196			(0.7)	%

Operating profit, as reported	$	88,269		$	88,364					$	247,583		$	245,534
Operating margin, as reported		15.5	%		15.1	%					14.5	%		14.3	%

Acquisition related costs		10			660						350			1,235
Operating profit, as adjusted	$	88,279		$	89,024					$	247,933		$	246,769
Operating margin, as adjusted		15.5	%		15.3	%					14.6	%		14.4	%

Share-based compensation		434			296						987			938
Depreciation and amortization		15,102			15,662						44,414			43,697
EBITDA, as adjusted	$	103,815		$	104,982			(1.1)	%	$	293,334		$	291,404			0.7	%
EBITDA margin, as adjusted		18.2	%		18.0	%					17.2	%		17.0	%


NYSE:BLD	October 31, 2023	topbuild.com

TopBuild Corp.

Adjusted EBITDA (Unaudited)

(dollars in thousands)


	Three Months Ended September 30,									Nine Months Ended September 30,
	2023			2022			Change			2023			2022			Change
Total net sales
Sales before eliminations	$	1,392,682		$	1,366,599					$	4,101,689		$	3,923,913
Intercompany eliminations		(66,562)			(65,601)						(193,069)			(179,712)
Net sales after eliminations	$	1,326,120		$	1,300,998			1.9	%	$	3,908,620		$	3,744,201			4.4	%

Operating profit, as reported - segments	$	263,487		$	242,600					$	741,977		$	652,369
General corporate expense, net		(14,494)			(8,920)						(35,280)			(28,371)
Intercompany eliminations		(11,501)			(10,806)						(32,672)			(29,949)
Operating profit, as reported	$	237,492		$	222,874					$	674,025		$	594,049
Operating margin, as reported		17.9	%		17.1	%					17.2	%		15.9	%

Rationalization charges		1,882			(807)						1,882			(334)
Acquisition related costs †		6,558			2,107						12,317			6,759
Operating profit, as adjusted	$	245,932		$	224,174					$	688,224		$	600,474
Operating margin, as adjusted		18.5	%		17.2	%					17.6	%		16.0	%

Share-based compensation		4,194			2,611						11,080			9,673
Depreciation and amortization		33,564			32,430						98,216			93,051
EBITDA, as adjusted	$	283,690		$	259,215			9.4	%	$	797,520		$	703,198			13.4	%
EBITDA margin, as adjusted		21.4	%		19.9	%					20.4	%		18.8	%

Sales change period over period		25,122									164,419
EBITDA, as adjusted, change period over period		24,475									94,322
Incremental EBITDA, as adjusted, as a percentage of change in sales		97.4	%								57.4	%

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


NYSE:BLD	October 31, 2023	topbuild.com

TopBuild Corp.

Non-GAAP Reconciliations (Unaudited)

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Gross Profit Reconciliation

Net sales	$	1,326,120		$	1,300,998		$	3,908,620		$	3,744,201

Gross profit, as reported	$	420,690		$	395,748		$	1,212,704		$	1,111,046

Acquisition related costs		-			-			-			121
Gross profit, as adjusted	$	420,690		$	395,748		$	1,212,704		$	1,111,167

Gross margin, as reported		31.7	%		30.4	%		31.0	%		29.7	%
Gross margin, as adjusted		31.7	%		30.4	%		31.0	%		29.7	%

Selling, General and Administrative Expense Reconciliation

Selling, general, and administrative expense, as reported	$	183,198		$	172,874		$	538,679		$	516,997

Rationalization charges		1,882			(807)			1,882			(334)
Acquisition related costs		6,558			2,107			12,317			6,638
Selling, general, and administrative expense, as adjusted	$	174,758		$	171,574		$	524,480		$	510,693

Operating Profit Reconciliation

Operating profit, as reported	$	237,492		$	222,874		$	674,025		$	594,049

Rationalization charges		1,882			(807)			1,882			(334)
Acquisition related costs		6,558			2,107			12,317			6,759
Operating profit, as adjusted	$	245,932		$	224,174		$	688,224		$	600,474

Operating margin, as reported		17.9	%		17.1	%		17.2	%		15.9	%
Operating margin, as adjusted		18.5	%		17.2	%		17.6	%		16.0	%

Income Per Common Share Reconciliation

Income before income taxes, as reported	$	224,677		$	208,010		$	631,140		$	554,216

Rationalization charges		1,882			(807)			1,882			(334)
Acquisition related costs		6,558			2,107			12,317			6,759
Income before income taxes, as adjusted		233,117			209,310			645,339			560,641

Tax rate at 26.0%		(60,610)			(54,421)			(167,788)			(145,767)
Income, as adjusted	$	172,507		$	154,889		$	477,551		$	414,874

Income per common share, as adjusted	$	5.43		$	4.80		$	15.04		$	12.71

Weighted average diluted common shares outstanding		31,788,812			32,279,820			31,744,856			32,643,161


NYSE:BLD	October 31, 2023	topbuild.com

TopBuild Corp.

Same Branch and Acquisition Metrics (Unaudited)

(dollars in thousands)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Net sales
Same branch:
Installation	$	784,025		$	783,056		$	2,328,800		$	2,208,717
Specialty Distribution		571,009			583,543			1,703,871			1,715,196
Eliminations		(66,562)			(65,601)			(193,069)			(179,712)
Total same branch	$	1,288,472		$	1,300,998		$	3,839,602		$	3,744,201

Acquisitions (a):
Installation	$	37,648		$	-		$	69,018		$	-
Total acquisitions		37,648			-			69,018			-
Total	$	1,326,120		$	1,300,998		$	3,908,620		$	3,744,201

EBITDA, as adjusted
Same branch	$	277,497		$	259,215		$	787,212		$	703,198
Acquisitions (a)		6,193			-			10,308			-
Total	$	283,690		$	259,215		$	797,520		$	703,198

EBITDA, as adjusted, as a percentage of sales
Same branch (b)		21.5	%					20.5	%
Acquisitions (c)		16.4	%					14.9	%
Total (d)		21.4	%		19.9	%		20.4	%		18.8	%

As Adjusted Incremental EBITDA, as a percentage of change in sales
Same branch (e)		NM						88.1	%
Acquisitions (c)		16.4	%					14.9	%
Total (f)		97.4	%					57.4	%

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

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

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

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

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

NM Not Meaningful


NYSE:BLD	October 31, 2023	topbuild.com

TopBuild Corp.

Reconciliation of Adjusted EBITDA to Net Income (Unaudited)

(in thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net income, as reported	$	167,602	$	153,746	$	467,870	$	412,156
Adjustments to arrive at EBITDA, as adjusted:
Interest expense and other, net		12,815		14,864		42,885		39,833
Income tax expense		57,075		54,264		163,270		142,060
Depreciation and amortization		33,564		32,430		98,216		93,051
Share-based compensation		4,194		2,611		11,080		9,673
Rationalization charges		1,882		(807)		1,882		(334)
Acquisition related costs		6,558		2,107		12,317		6,759
EBITDA, as adjusted	$	283,690	$	259,215	$	797,520	$	703,198


NYSE:BLD	October 31, 2023	topbuild.com

TopBuild Corp.

Acquisition Adjusted Net Sales (Unaudited)

(in thousands)


	2022		2023							Trailing Twelve Months Ended
	Q4		Q1		Q2		Q3		****	September 30, 2023
Net Sales	$	1,264,543	$	1,265,238	$	1,317,262	$	1,326,120		$	5,173,163
Acquisitions proforma adjustment †		45,575		30,745		25,753		4,258			106,331
Net sales, acquisition adjusted	$	1,310,118	$	1,295,983	$	1,343,015	$	1,330,378		$	5,279,494

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


NYSE:BLD	October 31, 2023	topbuild.com

TopBuild Corp.

2023 Estimated Adjusted EBITDA Range (Unaudited) (in millions)


	Twelve Months Ending December 31, 2023
		Low		High
Estimated net income	$	597.0		625.0
Adjustments to arrive at estimated EBITDA, as adjusted:
Interest expense and other, net		54.0		51.0
Income tax expense		210.0		219.0
Depreciation and amortization		133.0		131.0
Share-based compensation		15.0		14.0
Acquisition related costs		16.0		15.0
Estimated EBITDA, as adjusted	$	1,025.0	$	1,055.0


NYSE:BLD	October 31, 2023	topbuild.com