8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): November 25, 2014

Beacon Roofing Supply, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

000-50924	36-4173371
(Commission	(IRS Employer
File Number)	Identification No.)

505 Huntmar Park Drive, Suite 300, Herndon, VA	20170
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (571) 323-3939

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:

¨ 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))

Item 2.02 Results of Operations and Financial Condition.

On November 25, 2014, Beacon Roofing Supply, Inc. (the “Company”) issued a press release providing information regarding earnings for the fourth quarter and year ended September 30, 2014. A copy of the press release is attached hereto as Exhibit 99.1.

On November 25, 2014, the Company delivered a presentation as part of the webcast for the earnings conference call for the fourth quarter and year ended September 30, 2014. A copy of the presentation is attached hereto as Exhibit 99.2.

The information including Exhibit 99.1 and Exhibit 99.2 in this Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, except as shall otherwise be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished herewith:

99.1	Beacon Roofing Supply, Inc. press release dated November 25, 2014
99.2	Beacon Roofing Supply, Inc. FY 2014 fourth quarter earnings presentation dated November 25, 2014

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.

	BEACON ROOFING SUPPLY, INC.
Date:  November 25, 2014	By:	/s/ Joseph M. Nowicki
		Joseph M. Nowicki
		Executive Vice President and CFO

EX-99.1

Exhibit 99.1

Beacon Roofing Supply Reports Fourth Quarter and Annual 2014 Results

· Record fourth quarter sales of $726.5 million vs. $683.6 million in prior year (6.3% growth)

· Fourth quarter diluted EPS of $0.48 vs. $0.55 ($0.56 adjusted) in prior year

· Record annual sales of $2.33 billion vs. $2.24 billion in 2013 (3.8% growth)

· Annual diluted EPS of $1.08 vs. $1.47 ($1.45 adjusted) in 2013

· 26 new greenfield branches in 2014

· One acquisition with three branches in 2014

HERNDON, VA. — (BUSINESS WIRE) — November 25, 2014 — Beacon Roofing Supply, Inc. (the "Company") (NASDAQ: BECN) announced results today for its fourth quarter and fiscal year ended September 30, 2014 (“2014”).

Paul Isabella, the Company’s President and Chief Executive Officer, stated:  “Again this quarter we were able to demonstrate our focus on driving top line revenue growth with a 6.3% increase in sales.  Almost two thirds of that growth was due to the success of our 26 new greenfields that we opened in the current year.  In addition, we completed three acquisitions in August and October that, for next year, will add over $88 million to our revenue base.  We continue to experience pressure on our gross margins which are down slightly from last quarter and from last year. The soft residential market, coupled with heightened competition, has continued to put pressure on our market pricing.  We continue to invest heavily to grow the business through the opening of the new greenfield branches.  As a result, we are well positioned to continue to see sales growth.  Recognizing the challenges we face from gross margin pressure, in 2015 we will continue our focus on driving more leverage through our operating cost structure and work to lower our overall operating costs as a percentage of sales.”

Fourth Quarter

Total sales increased 6.3% to a fourth quarter record $726.5 million in 2014 from $683.6 million in 2013. On an overall consolidated basis, residential roofing product sales increased 5.1%, non-residential roofing product sales increased 4.9%, and complementary product sales increased 14.5% over the prior year. During the fourth quarter, the Company opened nine new greenfield branches and made one acquisition with three branches. Sales from greenfield branches totaled $28.4 million. The fourth quarters of 2014 and 2013 both had the same number of business days.

Net income for the fourth quarter was $24.2 million, compared to net income of $27.4 million in 2013. The fourth quarter diluted income per share was $0.48, compared to $0.55 in 2013. This decline was due primarily to lower gross margins from reduced selling prices as a result of a soft demand environment, and a continued unfavorable shift in sales mix to lower margin direct shipment and commercial business. During the fourth quarter, the Company incurred increased operating expenses of $6.1 million related to new stores (greenfield locations not open last year) as the Company continued to expand its footprint in existing and new markets.

Fiscal Year

Total sales increased 3.8% to an annual record $2.33 billion in 2014, from $2.24 billion in 2013. Existing market (organic) sales, which exclude branches acquired after the beginning of last year, increased 2.9%. Fiscal years 2014 and 2013 both had the same number of business days. In existing markets, residential roofing product sales increased 0.2%, non-residential roofing product sales increased 6.0%, and complementary product sales increased 4.7%. Sales from greenfields were $43.6 million for the year. 2014 was unfavorably impacted by the severity of winter storms and prolonged colder temperatures in most markets during the first half of the year.

Net income in 2014 was $53.8 million, compared to $72.6 million in 2013, a decrease of 25.8%. Diluted net income per share for 2014 was $1.08, compared to $1.47 in 2013. Adjusted net income, after removing the impact of certain non-recurring items, was $71.8 million in 2013, with adjusted diluted net income per share of $1.45 (see included financial tables for a reconciliation of adjusted net income and adjusted earnings per share). The lower net income was due to continued lower overall gross margins which were pressured by softer overall demand following the adverse and extended weather conditions during the first half of 2014. The weather related impacts were compounded by an unfavorable shift in sales mix in 2014. Additionally in 2014, the Company incurred incremental operating expenses of $12.1 million related to new stores (greenfield locations not open last year) as the Company continued to expand its footprint in existing and new markets. Included in the Company’s operating results for 2013 were a $2.6 million credit to interest expense ($1.5 million, net of taxes), $0.03 per share, resulting from adjustments in the fair values of certain interest rate derivatives, and a $1.2 million charge ($0.7 million, net of taxes), $0.01 per share, for termination benefits.

Cash flow provided by operations was $55.5 million in 2014, compared to $78.5 million in 2013. This decrease in operating cash flows was influenced primarily by the decrease in net income year-over-year. Cash on hand increased to $54.5 million as of September 30, 2014, from $47.0 million as of September 30, 2013. Net working capital has improved $70.8 million since September 30, 2013, to $462.1 million as of September 30, 2014. As of September 30, 2014, the Company had a total leverage ratio of 1.88:1 and available borrowings under revolving credit facilities of $311.8 million.

The Company will host a webcast and conference call today at 10:00 a.m. (EDT) to discuss these results. The live webcast of the call, along with a webcast replay after the call, can be accessed at http://ir.beaconroofingsupply.com/events.cfm (the “Events & Presentations” page of the “Investor Relations” section of the Company’s web site). There will be a slide presentation of the results available on that page of the website as well. For those unable to connect to the Internet or who may wish to ask questions, the conference call dial-in number is (719) 325-2420. To assure timely access, call participants should call in before 10:00 a.m.

About Beacon Roofing Supply

Beacon Roofing Supply, Inc. is a leading distributor of residential and commercial roofing materials and complementary building products, with sales for the Company's 2014 fiscal year exceeding $2.3 billion. For more than 85 years, Beacon has built a tradition of partnership and trust with our customers and suppliers. As of September 30, 2014, Beacon operated 264 branches in 42 states in the U.S. and six provinces in Canada. To learn more about Beacon and its family of regional brands, please visit www.becn.com.

Forward-Looking Statements: This release contains information about management's view of the Company's future expectations, plans and prospects that constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, but not limited to, those set forth in the "Risk Factors" section of the Company's latest Form 10-K. In addition, the forward-looking statements included in this press release represent the Company's views as of the date of this press release and these views could change. However, while the Company may elect to update these forward-looking statements at some point, the Company specifically disclaims any obligation to do so, other than as required by federal securities laws. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this press release.

BECN-F

Beacon Roofing Supply, Inc.
Joseph Nowicki, 571-323-3940
Executive Vice President & Chief Financial Officer
JNowicki@becn.com

Source: Beacon Roofing Supply, Inc.

News Provided by Acquire Media

BEACON ROOFING SUPPLY, INC

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

	Quarter Ended September 30,										Year Ended September 30,
	2014		% of Net Sales			2013		% of Net Sales			2014		% of Net Sales			2013		% of Net Sales
	(unaudited)					(unaudited)
Net sales	$	726,494		100.0	%	$	683,568		100.0	%	$	2,326,905		100.0	%	$	2,240,723		100.0	%
Cost of products sold		563,164		77.5	%		525,909		76.9	%		1,799,065		77.3	%		1,709,326		76.3	%
Gross profit		163,330		22.5	%		157,659		23.1	%		527,840		22.7	%		531,397		23.7	%
Operating expenses		120,151		16.5	%		110,088		16.1	%		428,977		18.4	%		401,676		17.9	%
Income from operations		43,179		5.9	%		47,571		7.0	%		98,863		4.2	%		129,721		5.8	%
Interest expense, financing costs and other		2,388		0.3	%		1,650		0.2	%		10,095		0.4	%		8,247		0.4	%
Income (loss) before provision for income taxes		40,791		5.6	%		45,921		6.7	%		88,768		3.8	%		121,474		5.4	%
Provision (benefit) for income taxes		16,584		2.3	%		18,517		2.7	%		34,922		1.5	%		48,867		2.2	%
Net income (loss)	$	24,207		3.3	%	$	27,404		4.0	%	$	53,846		2.3	%	$	72,607		3.2	%
Net income (loss) per share:
Basic	$	0.49				$	0.56				$	1.09				$	1.50
Diluted	$	0.48				$	0.55				$	1.08				$	1.47
Weighted average shares used in computing net income (loss) per share:
Basic		49,350,831					48,819,289					49,227,466					48,472,240
Diluted		49,970,551					49,651,862					49,947,699					49,385,335

BEACON ROOFING SUPPLY, INC

Consolidated Balance Sheets

(in thousands)

	September 30, 2014			September 30, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	54,472		$	47,027
Accounts receivable, net		360,802			329,673
Inventories		301,626			251,370
Prepaid expenses and other assets		66,828			62,422
Deferred income taxes		14,610			14,591
Total current assets		798,338			705,083
Property and equipment, net		88,565			67,659
Goodwill		466,206			469,203
Other assets, net		80,787			96,751
TOTAL ASSETS	$	1,433,896		$	1,338,696
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	220,834		$	182,914
Accrued expenses		80,285			68,298
Borrowings under revolving lines of credit		18,514			47,426
Current portion of long-term obligations		16,602			15,098
Total current liabilities		336,235			313,736
Senior notes payable, net of current portion		185,625			196,875
Deferred income taxes		64,100			61,003
Long-term obligations under equipment financing and other,
net of current portion		30,835			12,726
Total liabilities		616,795			584,340
Commitments and contingencies
Stockholders' equity:
Common stock		493			488
Undesignated preferred stock		-			-
Additional paid-in capital		328,059			312,962
Retained earnings		495,128			441,282
Accumulated other comprehensive income (loss)		(6,579	)		(376	)
Total stockholders' equity		817,101			754,356
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,433,896		$	1,338,696

BEACON ROOFING SUPPLY, INC

Consolidated Statements of Cash Flows

(in thousands)

	Year Ended September 30,
	2014			2013
Operating activities:
Net income	$	53,846		$	72,607
Adjustments to reconcile net income to net cash (used in) provided by operating
activities:
Depreciation and amortization		30,294			30,415
Stock-based compensation		7,422			9,266
Certain interest expense and other financing costs		816			(1,541	)
Gain on sale of fixed assets		(1,323	)		(1,487	)
Deferred income taxes		3,078			4,416
Other		129			-
Changes in assets and liabilities, net of the effects of businesses acquired:
Accounts receivable		(32,984	)		(22,790	)
Inventories		(50,846	)		(16,033	)
Prepaid expenses and other assets		(4,790	)		8,343
Accounts payable and accrued expenses		49,855			(4,703	)
Net cash provided by operating activities		55,497			78,493
Investing activities:
Purchases of property and equipment		(37,239	)		(26,120	)
Acquisition of businesses		(1,514	)		(64,606	)
Proceeds from sales of assets		1,437			1,235
Net cash used in investing activities		(37,316	)		(89,491	)
Financing activities:
Borrowings under revolving lines of credit, net of repayments		(27,626	)		6,296
Borrowings under equipment financing facilities		25,377			3,993
Repayments under equipment financing facilities		(5,009	)		(4,549	)
Repayments under term loan		(11,250	)		(11,250	)
Proceeds from exercises of options		7,680			18,579
Excess tax benefit from equity-based compensation		1,030			4,944
Net cash (used in) provided by financing activities		(9,798	)		18,013
Effect of exchange rate changes on cash		(938	)		(193	)
Net decrease in cash and cash equivalents		7,445			6,822
Cash and cash equivalents at beginning of period		47,027			40,205
Cash and cash equivalents at end of period	$	54,472		$	47,027

BEACON ROOFING SUPPLY, INC

(unaudited, dollars in millions)

Consolidated Sales by Product Line
Quarter Ended
	September 30, 2014					September 30, 2013
	Net Sales		Mix %			Net Sales		Mix %			Change
Residential roofing products	$	352.4		48.5	%	$	335.2		49.0	%	$	17.2	5.1	%
Non-residential roofing products		270.9		37.3	%		258.2		37.8	%		12.7	4.9	%
Complementary building products		103.2		14.2	%		90.1		13.2	%		13.1	14.5	%
	$	726.5		100.0	%	$	683.5		100.0	%	$	43.0	6.3	%

Consolidated Sales by Product Line for Existing Markets*
Quarter Ended
	September 30, 2014					September 30, 2013
	Net Sales		Mix %			Net Sales		Mix %			Change
Residential roofing products	$	351.9		48.5	%	$	333.5		48.8	%	$	18.4	5.5	%
Non-residential roofing products		270.9		37.3	%		257.1		37.6	%		13.8	5.4	%
Complementary building products		103.1		14.2	%		92.9		13.6	%		10.2	11.0	%
	$	725.9		100.0	%	$	683.5		100.0	%	$	42.4	6.2	%

Existing Market Sales By Business Day**
Quarter Ended
	September 30, 2014					September 30, 2013
	Net Sales		Mix %			Net Sales		Mix %			Change
Residential roofing products	$	5.498		48.5	%	$	5.211		48.8	%	$	0.287	5.5	%
Non-residential roofing products		4.233		37.3	%		4.018		37.6	%		0.215	5.4	%
Complementary building products		1.611		14.2	%		1.451		13.6	%		0.160	11.0	%
	$	11.342		100.0	%	$	10.680		100.0	%	$	0.662	6.2	%

Note: Some totals above may not foot due to rounding.

*Excludes branches acquired during the four quarters prior to the start of the fourth quarter of fiscal 2014.

**There were 64 business days in each of the quarters ended September 30, 2014 and 2013.

BEACON ROOFING SUPPLY, INC

(unaudited, dollars in millions)

Consolidated Sales by Product Line
Year Ended
	September 30, 2014					September 30, 2013
	Net Sales		Mix %			Net Sales		Mix %			Change
Residential roofing products	$	1,108.5		47.7	%	$	1,100.5		49.1	%	$	8.0	0.7	%
Non-residential roofing products		876.0		37.6	%		822.7		36.7	%		53.3	6.5	%
Complementary building products		342.4		14.7	%		317.5		14.2	%		24.9	7.8	%
	$	2,326.9		100.0	%	$	2,240.7		100.0	%	$	86.2	3.8	%

Consolidated Sales by Product Line for Existing Markets*
Year Ended
	September 30, 2014					September 30, 2013
	Net Sales		Mix %			Net Sales		Mix %			Change
Residential roofing products	$	1,063.1		48.4	%	$	1,061.4		49.8	%	$	1.7	0.2	%
Non-residential roofing products		828.5		37.8	%		781.5		36.6	%		47.0	6.0	%
Complementary building products		303.3		13.8	%		289.8		13.6	%		13.5	4.7	%
	$	2,194.9		100.0	%	$	2,132.7		100.0	%	$	62.2	2.9	%

Existing Market Sales By Business Day**
Year Ended
	September 30, 2014					September 30, 2013
	Net Sales		Mix %			Net Sales		Mix %			Change
Residential roofing products	$	4.202		48.4	%	$	4.195		49.8	%	$	0.007	0.2	%
Non-residential roofing products		3.275		37.8	%		3.089		36.6	%		0.186	6.0	%
Complementary building products		1.199		13.8	%		1.145		13.6	%		0.053	4.7	%
	$	8.676		100.0	%	$	8.430		100.0	%	$	0.246	2.9	%

Note: Some totals above may not foot due to rounding.

*Excludes branches acquired during the four quarters prior to the start of fiscal 2014.

**There were 253 business days in each of the years ended September 30, 2014 and 2013.

BEACON ROOFING SUPPLY INC

Adjusted Diluted Net Income per Share ("Adjusted Earnings per Share")

(unaudited; in thousands except per share amounts)

	Quarter Ended September 30,								Year Ended September 30,
	2014		EPS		2013		EPS		2014		EPS		2013			EPS
Net income & diluted earnings per share	$	24,207	$	0.48	$	27,404	$	0.55	$	53,846	$	1.08	$	72,607		$	1.47
Company adjustments, net of income taxes:
Fair value of certain interest rate derivatives and
charge associated with refinancing		-		-		-		-		-		-		(1,536	)		(0.03	)
Termination benefits		-		-		176		0.00		-		-		717			0.01
Adjusted net income & diluted earnings per share	$	24,207	$	0.48	$	27,580	$	0.56	$	53,846	$	1.08	$	71,788		$	1.45

Note: Some totals above may not foot due to rounding.                          

The Company’s management believes that "Adjusted Earnings per Share," which excludes certain events such as the recognition of changes in the fair value of certain interest rate derivatives and termination benefits is useful to investors because it permits investors to better understand year-over-year changes in underlying operating performance.

The majority of the above termination benefits are associated with the retirement of our former CFO. While management believes Adjusted Earnings per Share (EPS) is a useful measure for investors, it is not a measurement presented in accordance with United States generally accepted accounting principles (GAAP). You should not consider Adjusted Earnings per Share in isolation or as a substitute for net loss per share or diluted earnings per share calculated in accordance with GAAP.

EX-99.2

Exhibit 99.2

2014 Fourth Quarter Earnings Call November 25, 2014 www.BeaconRoofingSupply.com 0% 20% 40% 60% 80% 100% 2014 2013 14.2% 13.6% 37.3% 37.6% 48.5% 48.8% Residential Roofing Non-Residential Roofing Complementary $- $100 $200 $300 $400 $500 $600 $700 $800 2014 2013 $725.9 $683.5 $163.2 $157.6 Sales Gross Profit / Margin 1 Quarterly Results Existing Market Product Mix Northeast 14.6% Mid-Atlantic 6.2% Southeast (13.2)% Southwest (11.9)% Midwest 21.0% West 8.2% Canada 8.7% Total 6.2% Organic Sales Growth (Decline) $ in millions Existing Market results above exclude branches acquired during the four quarters prior to the start of the fourth quarter of Fiscal 2014. 23.1% Existing Market Sales, Gross Profit & Gross Margin 22.5% Note: Some totals above may not foot due to rounding.

2014 Fourth Quarter Earnings Call November 25, 2014 www.BeaconRoofingSupply.com $- $20 $40 $60 $80 $100 $120 2014 2013 $119.9 $110.1 2 $ in millions 16.5% of Sales 16.1% of Sales Existing Market Operating Expenses Quarterly Results New Greenfield branch investments 6.1$ Selling expenses 3.9 Other (0.1) Total 9.8$ Operating Expense Incr. (Decr.) Note: Some totals above may not foot due to rounding. Existing Market results above exclude branches acquired during the four quarters prior to the start of the fourth quarter of Fiscal 2014.

2014 Fourth Quarter Earnings Call November 25, 2014 www.BeaconRoofingSupply.com 0% 20% 40% 60% 80% 100% 2014 2013 13.8% 13.6% 37.8% 36.6% 48.4% 49.8% Residential Roofing Non-Residential Roofing Complementary 3 Year - to - Date Results Northeast 2.4% Mid-Atlantic 0.2% Southeast (1.6)% Southwest (3.5)% Midwest 10.8% West 17.5% Canada 1.7% Total 2.9% Organic Sales Growth (Decline) $ in millions Existing Market results above exclude branches acquired during the four quarters prior to the start of Fiscal 2014. 24.0% Existing Market Sales, Gross Profit & Gross Margin 22.8% Existing Market Product Mix Note: Some totals above may not foot due to rounding. $- $500 $1,000 $1,500 $2,000 $2,500 2014 2013 $2,194.9 $2,132.7 $498.9 $506.2 Sales Gross Profit / Margin 23.7% 22.7%

2014 Fourth Quarter Earnings Call November 25, 2014 www.BeaconRoofingSupply.com $- $50 $100 $150 $200 $250 $300 $350 $400 2014 2013 $398.5 $375.8 4 $ in millions 18.2% of Sales 17.6% of Sales Existing Market Operating Expenses Year - to - Date Results New Greenfield branch investments 12.1$ Selling expenses 7.3 Incr. to allowance for uncollectible accts 2.8 Warehouse expenses 2.4 Reversal of prev. recorded stock option expense (2.6) Other 0.7 Total 22.7$ Operating Expense Incr. (Decr.) Note: Some totals above may not foot due to rounding. Existing Market results above exclude branches acquired during the four quarters prior to the start of Fiscal 2014.

2014 Fourth Quarter Earnings Call November 25, 2014 www.BeaconRoofingSupply.com $72.6 $53.8 $5.9 $1.7 $- $20 $40 $60 $80 2013 2014 Net Income Non-Cash & Working Capital Adjustments 5 $55.5 $ 78.5 $ in millions Cash Flow From Operations Year - to - Date Results Note: Some totals above may not foot due to rounding.