
PART I – FINANCIAL INFORMATION Item 1. Financial Statements The unaudited condensed consolidated financial statements detail the company's financial position and performance Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2020 (in thousands) | December 31, 2019 (in thousands) | | :--- | :--- | :--- | | Total Assets | $1,087,064 | $1,099,479 | | Cash and cash equivalents | $187,187 | $177,889 | | Goodwill | $198,664 | $195,652 | | Total Liabilities | $841,267 | $849,448 | | Long-term debt | $545,552 | $545,031 | | Total Stockholders' Equity | $245,797 | $250,031 | Condensed Consolidated Statement of Operations Highlights (Unaudited) | Metric | Three months ended March 31, 2020 (in thousands) | Three months ended March 31, 2019 (in thousands) | | :--- | :--- | :--- | | Net revenue | $397,331 | $342,135 | | Gross profit | $116,260 | $89,438 | | Operating income | $29,030 | $17,989 | | Net income | $15,988 | $8,834 | | Diluted net income per share | $0.53 | $0.30 | Condensed Consolidated Statement of Cash Flows Highlights (Unaudited) | Cash Flow Activity | Three months ended March 31, 2020 (in thousands) | Three months ended March 31, 2019 (in thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $35,912 | $15,889 | | Net cash used in investing activities | $(8,099) | $(13,959) | | Net cash used in financing activities | $(18,514) | $(4,226) | | Net change in cash and cash equivalents | $9,299 | $(2,296) | Note 1 - Organization The company installs building products across the U.S. and noted no material Q1 2020 COVID-19 impact - The company operates in over 180 locations, installing insulation and other products for residential and commercial builders, and functions as a single operating and reportable segment2021 - Management stated that COVID-19 did not materially impact the business in Q1 2020, but acknowledged significant uncertainty regarding future impacts22 Note 3 - Revenue Recognition Revenue is primarily recognized over time, with residential new construction being the largest market segment Revenue by End Market (Three months ended March 31) | End Market | 2020 Revenue (in thousands) | 2020 % of Total | 2019 Revenue (in thousands) | 2019 % of Total | | :--- | :--- | :--- | :--- | :--- | | Residential new construction | $298,340 | 75% | $261,310 | 77% | | Repair and remodel | $24,043 | 6% | $21,521 | 6% | | Commercial | $74,948 | 19% | $59,304 | 17% | | Total Net Revenues | $397,331 | 100% | $342,135 | 100% | Revenue by Product (Three months ended March 31) | Product | 2020 Revenue (in thousands) | 2020 % of Total | 2019 Revenue (in thousands) | 2019 % of Total | | :--- | :--- | :--- | :--- | :--- | | Insulation | $259,701 | 65% | $221,223 | 65% | | Waterproofing | $28,505 | 7% | $22,385 | 7% | | Shower doors, shelving and mirrors | $27,015 | 7% | $23,917 | 7% | | Other building products | $82,110 | 21% | $74,810 | 21% | | Total Net Revenues | $397,331 | 100% | $342,135 | 100% | - As of March 31, 2020, the company had $91.3 million in remaining performance obligations from uncompleted contracts, expected to be recognized over the next 18 months41 Note 7 - Long-Term Debt Total long-term debt stood at $569.8 million, composed mainly of Senior Notes and a term loan Long-Term Debt Composition (as of March 31, 2020) | Debt Instrument | Net Amount (in thousands) | | :--- | :--- | | Senior Notes due 2028 | $295,322 | | Term loan | $198,408 | | Vehicle and equipment notes | $73,097 | | Various notes payable | $2,966 | | Total | $569,793 | - The company has a $200.0 million asset-based lending (ABL) revolver with $161.3 million of remaining availability as of March 31, 202064 Note 11 - Stockholders' Equity The company repurchased $15.8 million of its common stock and subsequently suspended its repurchase program - In Q1 2020, the company repurchased approximately 443,000 shares of common stock for an aggregate price of $15.8 million99 - The company has temporarily suspended its share repurchase program in response to COVID-19, with $44.9 million remaining authorized for repurchases99 Note 16 - Business Combinations Two business combinations were completed in Q1 2020 for a total purchase price of $11.1 million - During Q1 2020, the company completed two business combinations, paying $8.5 million in cash for a total purchase price of $11.1 million126130 - The largest acquisition in Q1 2020 was Royals Commercial Services, Inc for a total purchase price of $10.1 million127130 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Q1 2020 revenue grew 16.1% driven by acquisitions and organic growth, with strong liquidity maintained 2020 First Quarter Highlights Q1 2020 featured a 16.1% increase in net revenue and a 30.0% rise in gross profit year-over-year Key Performance Metrics (Q1 2020 vs Q1 2019) | Metric | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Sales Growth | 16.1% | 13.4% | | Same Branch Sales Growth | 12.1% | 7.4% | | Single-Family Sales Growth | 11.0% | 14.4% | | Residential Sales Growth | 14.2% | 13.8% | | Same Branch Price/Mix Growth | 12.1% | 4.1% | - Net revenue increased 16.1% to $397.3 million, and gross profit increased 30.0% to $116.3 million in Q1 2020 compared to the prior year period144 Results of Operations Gross profit margin improved to 29.3% due to higher selling prices, while operating expenses rose to support growth - Gross profit percentage increased to 29.3% in Q1 2020 from 26.1% in Q1 2019, primarily due to higher selling prices150 - Administrative expenses increased to 15.1% of net revenue in Q1 2020, mainly due to increased variable employee expenses and higher health insurance costs151153 - Interest expense rose 29.6% to $7.4 million in Q1 2020, primarily due to increased debt levels from 2019 financing transactions155 COVID-19 Impacts Management anticipates future negative impacts from COVID-19 despite minimal effect in Q1 2020 - Management believes a sizable industry backlog will provide short-term relief, noting that April 2020 net revenue increased approximately 2% year-over-year163 - The company anticipates a market decline will have a more pronounced impact on business in the third and fourth quarters of 2020165 - The company expects to benefit from the CARES Act by deferring an estimated $15 million to $20 million in employer Social Security tax payments168 Liquidity and Capital Resources The company maintains a strong liquidity position and has taken proactive steps to preserve cash Total Liquidity Position | Component | As of March 31, 2020 (in thousands) | As of December 31, 2019 (in thousands) | | :--- | :--- | :--- | | Cash and cash equivalents | $187,187 | $177,889 | | Short-term investments | $26,487 | $37,961 | | ABL Revolver Availability | $161,328 | $161,328 | | Total Liquidity | $375,002 | $377,178 | - In response to COVID-19, the company has taken actions to preserve cash, including temporarily suspending stock repurchases and delaying acquisition closings177 Item 3. Quantitative and Qualitative Disclosures About Market Risk The company's primary market risk is interest rate fluctuation, which is substantially mitigated by swaps - As of March 31, 2020, the company had $198.4 million in variable-rate debt, but interest rate swaps hedged $195.5 million of this amount205 - A hypothetical one percentage point change in interest rates on unhedged debt would change annual interest expense by approximately $45,000205 Item 4. Controls and Procedures Disclosure controls and procedures were deemed effective, with no material changes to internal controls in Q1 2020 - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of March 31, 2020209 - No changes in internal control over financial reporting occurred during Q1 2020 that materially affected, or are reasonably likely to materially affect, internal controls210 PART II – OTHER INFORMATION Item 1. Legal Proceedings Pending legal matters are not expected to have a material adverse effect on the company's financial position - The company states that it does not believe the outcome of any pending legal matters will have a material adverse effect on its financial position or results124212 Item 1A. Risk Factors A significant risk factor related to the COVID-19 outbreak has been added, detailing potential adverse effects - The COVID-19 outbreak is identified as a material risk, with potential adverse effects on business, financial condition, and operating results214 - A key risk is that the company's operations, currently deemed "essential" in most markets, could have that classification changed, leading to operational halts216 - The pandemic may reduce employment and consumer confidence, decreasing demand for homes and negatively impacting the homebuilding industry217 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company repurchased 442,542 shares for $15.8 million in March 2020 before suspending its program Stock Repurchase Activity (Q1 2020) | Period | Total Shares Purchased | Average Price Paid Per Share | Total Cost (approx.) | | :--- | :--- | :--- | :--- | | Jan 2020 | — | $— | $— | | Feb 2020 | — | $— | $— | | Mar 2020 | 442,542 | $35.59 | $15.8 million | | Total Q1 | 442,542 | $35.59 | $15.8 million | - As of March 31, 2020, $44.9 million remained available for purchase under the company's stock repurchase program, which has been temporarily suspended223 Item 3. Defaults Upon Senior Securities The company reported no material defaults upon senior securities during the period - There have been no material defaults in senior securities224 Item 4. Mine Safety Disclosures This item is not applicable to the company - Not applicable225 Item 5. Other Information No other information was reported for this item - None226 Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including certifications and Inline XBRL data files