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): February 6, 2015

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 February 6, 2015, Beacon Roofing Supply, Inc. (the “Company”) issued a press release providing information regarding earnings for the first quarter ended December 31, 2014. A copy of the press release is attached hereto as Exhibit 99.1.

On February 6, 2015, the Company delivered a presentation as part of the webcast for the earnings conference call for the first quarter ended December 31, 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 February 6, 2015
99.2	Beacon Roofing Supply, Inc. FY 2015 first quarter earnings presentation dated February 6, 2015

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:	February 6, 2015	By:	/s/ Joseph M. Nowicki
			Joseph M. Nowicki
			Executive Vice President and CFO

EX-99.1

Exhibit 99.1

Beacon Roofing Supply Reports First Quarter 2015 Results

· Record first quarter sales of $596.0 million vs. $552.1 million in prior year (8.0% growth)

· First quarter diluted EPS of $0.26 vs. $0.30 in prior year; reflecting continued investments for growth

· Two acquisitions with six branches completed in first quarter 2015

HERNDON, VA. — (BUSINESS WIRE) — February 6, 2015 — Beacon Roofing Supply, Inc. (the "Company") (NASDAQ: BECN) announced results today for its first quarter ended December 31, 2014 of the fiscal year ending September 30, 2015 (“Fiscal 2015”).

Paul Isabella, the Company’s President and Chief Executive Officer, stated: “Fiscal 2015 is off to a solid start, as we drove record sales. We are particularly pleased with the growth of our residential product line which was up 11.2% over the prior year, aided by the 26 new branches opened in the prior fiscal year. Complementary sales were also a bright spot in the quarter, up 18.5%. The sales gains in these two particular product lines as well as stronger warehouse sales led to higher gross margins over prior year and over prior quarter. The combination of sales and margin growth led to EPS that was in line with our expectations and positions us well as we move through the second quarter and the balance of the year. Acquisition activity remains robust, as we added both Applicators Sales and Services in New England and Wholesale Roofing Supply in Texas during the quarter. Increases in operating costs were primarily a result of our continued investment in our growth strategy through acquisitions and new branches. Looking forward, we are confident that the recent acquisitions combined with our new locations will continue to fuel our top line growth and provide leverage to our cost structure.”

Total sales increased 8.0% to a first quarter record $596.0 million in 2015, from $552.1 million in 2014. On an overall consolidated basis, residential roofing product sales increased 11.2%, non-residential roofing product sales increased 0.2%, and complementary product sales increased 18.5% over the prior year. During the first quarter, the Company completed two acquisitions adding six new branches which drove $19.7 million of sales in the quarter. Sales from greenfield branches opened in fiscal 2014 totaled $23.0 million. The first quarters of 2015 and 2014 both had the same number of business days.

Net income for the first quarter was $12.9 million, compared to $15.0 million in 2014. First quarter diluted net income per share was $0.26, compared to $0.30 in 2014. Net income for the quarter was favorably impacted by gross margins which improved by 10 bps over the prior year, and unfavorably impacted by increased operating expenses which were primarily driven by the incremental costs associated with the 26 greenfields opened in fiscal 2014.

Cash flow from operations was $40.2 million in 2015, compared to $54.2 million in 2014. This decrease in operating cash flows was primarily impacted by changes in working capital and lower net income in the current year. Cash on hand decreased by $33.1 million due primarily to an increase in cash used for acquisition activities in 2015. As of December 31, 2014, we had available borrowings under our revolving lines of credit of $306.5 million.

The Company will host a webcast and conference call today at 10:00 a.m. (EST) 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 719-457-2645. To assure timely access, call participants should call in before 10:00 a.m.

About Beacon Roofing Supply

Founded in 1928, 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. As of December 31, 2014, Beacon operated 268 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

(unaudited; in thousands, except share and per share amounts)

	Three Months Ended December 31,
	2014		% of Net Sales			2013		% of Net Sales
Net sales	$	596,042		100.0	%	$	552,129		100.0	%
Cost of products sold		458,477		76.9	%		425,224		77.0	%
Gross profit		137,565		23.1	%		126,905		23.0	%
Operating expenses		113,745		19.1	%		99,818		18.1	%
Income from operations		23,820		4.0	%		27,087		4.9	%
Interest expense, financing costs and other		2,655		0.4	%		2,665		0.5	%
Income before provision for income taxes		21,165		3.6	%		24,422		4.4	%
Provision for income taxes		8,258		1.4	%		9,465		1.7	%
Net income	$	12,907		2.2	%	$	14,957		2.7	%
Net income per share:
Basic	$	0.26				$	0.31
Diluted	$	0.26				$	0.30
Weighted average shares used in computing net income per share:
Basic		49,428,842					48,984,767
Diluted		50,012,881					49,884,611

BEACON ROOFING SUPPLY, INC

Consolidated Balance Sheets

(in thousands)

	December 31, 2014			September 30, 2014			December 31, 2013
	(unaudited)			(audited)			(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	23,337		$	54,472		$	56,399
Accounts receivable, net		269,383			360,802			243,752
Inventories, net		314,670			301,626			308,660
Prepaid expenses and other assets		76,975			66,828			96,730
Deferred income taxes		14,629			14,610			14,380
Total current assets		698,994			798,338			719,921
Property and equipment, net		88,303			88,565			68,321
Goodwill		489,325			466,206			468,032
Other assets, net		110,345			80,787			92,469
TOTAL ASSETS	$	1,386,967		$	1,433,896		$	1,348,743
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	163,367		$	220,834		$	213,557
Accrued expenses		72,738			80,285			73,324
Borrowings under revolving lines of credit		23,289			18,514			-
Current portion of long-term obligations		16,689			16,602			15,440
Total current liabilities		276,083			336,235			302,321
Senior notes payable, net of current portion		182,813			185,625			194,063
Deferred income taxes		64,165			64,100			61,108
Long-term obligations under equipment financing and other, net of current portion		34,112			30,835			18,582
Total  liabilities		557,173			616,795			576,074
Commitments and contingencies
Stockholders' equity:
Common stock		494			493			491
Undesignated preferred stock		-			-			-
Additional paid-in capital		331,068			328,059			318,473
Retained earnings		508,035			495,128			456,239
Accumulated other comprehensive income (loss)		(9,803	)		(6,579	)		(2,534	)
Total stockholders' equity		829,794			817,101			772,669
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,386,967		$	1,433,896		$	1,348,743

BEACON ROOFING SUPPLY, INC

Consolidated Statements of Cash Flows

(unaudited; in thousands)

	Three Months Ended December 31,
	2014			2013
Operating activities:
Net income	$	12,907		$	14,957
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		8,257			8,140
Stock-based compensation		2,348			2,532
Certain interest expense and other financing costs		271			272
Gain on sale of fixed assets		(126	)		(374	)
Deferred income taxes		47			156
Adjustment of liability for contingent consideration and other		(64	)		(3	)
Changes in assets and liabilities, net of the effects of businesses acquired:
Accounts receivable		99,643			85,006
Inventories		(861	)		(57,967	)
Prepaid expenses and other assets		(1,369	)		(35,511	)
Accounts payable and accrued expenses		(80,864	)		36,942
Net cash provided by operating activities		40,189			54,150
Investing activities:
Purchases of property and equipment		(3,138	)		(5,390	)
Acquisition of businesses		(69,746	)		-
Proceeds from sales of assets		115			268
Net cash used in investing activities		(72,769	)		(5,122	)
Financing activities:
Borrowings under revolving lines of credit, net of repayments		5,067			(47,398	)
Borrowings under equipment financing facilities and other		-			7,614
Repayments under equipment financing facilities and other		(1,412	)		(1,415	)
Repayments under senior term loan		(2,812	)		(2,812	)
Proceeds from exercises of options		662			3,961
Excess tax benefit from stock-based compensation		53			192
Net cash (used in) provided by financing activities		1,558			(39,858	)
Effect of exchange rate changes on cash		(113	)		202
Net increase (decrease) in cash and cash equivalents		(31,135	)		9,372
Cash and cash equivalents at beginning of period		54,472			47,027
Cash and cash equivalents at end of period	$	23,337		$	56,399

BEACON ROOFING SUPPLY, INC

(unaudited; dollars in millions)

Consolidated Sales by Product Line

Three Months Ended

	December 31, 2014					December 31, 2013
	Net Sales		Mix %			Net Sales		Mix %			Change
Residential roofing products	$	279.7		46.9	%	$	251.4		45.5	%	$	28.3	11.2	%
Non-residential roofing products		218.5		36.7	%		218.2		39.5	%		0.3	0.1	%
Complementary building products		97.8		16.4	%		82.5		14.9	%		15.3	18.6	%
	$	596.0		100.0	%	$	552.1		100.0	%	$	43.9	8.0	%

Consolidated Sales by Product Line for Existing Markets*

Three Months Ended

	December 31, 2014					December 31, 2013
	Net Sales		Mix %			Net Sales		Mix %			Change
Residential roofing products	$	269.8		46.8	%	$	251.4		45.5	%	$	18.4		7.3	%
Non-residential roofing products		217.5		37.7	%		218.2		39.5	%		(0.7	)	-0.3	%
Complementary building products		89.0		15.4	%		82.5		14.9	%		6.6		7.9	%
	$	576.4		100.0	%	$	552.1		100.0	%	$	24.2		4.4	%

Existing Market Sales By Business Day**

Three Months Ended

	December 31, 2014					December 31, 2013
	Net Sales		Mix %			Net Sales		Mix %			Change
Residential roofing products	$	4.352		46.8	%	$	4.055		45.5	%	$	0.297		7.3	%
Non-residential roofing products		3.508		37.7	%		3.520		39.5	%		(0.012	)	-0.3	%
Complementary building products		1.436		15.4	%		1.331		14.9	%		0.106		7.9	%
	$	9.297		100.0	%	$	8.905		100.0	%	$	0.391		4.4	%

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

*Excludes branches acquired during the four quarters prior to the start of the first quarter of Fiscal 2015.

**There were 62 business days in each of the quarters ended December 31, 2014 and 2013.

EX-99.2

Exhibit 99.2 

2015 First Quarter Earnings Call February 6, 2015 www.BeaconRoofingSupply.com 0% 20% 40% 60% 80% 100% FY 2015 FY 2014 15.4% 14.9% 37.7% 39.5% 46.8% 45.5% Residential Roofing Non-Residential Roofing Complementary $- $100 $200 $300 $400 $500 $600 FY 2015 FY 2014 $576.4 $552.1 $132.3 $126.9 Sales Gross Profit / Margin 1 Quarterly Results Existing Market Product Mix Northeast 12.1% Mid-Atlantic 5.1% Southeast (3.3)% Southwest (8.2)% Midwest 14.0% West (3.0)% Canada 7.0% Total 4.4% Organic Sales Growth (Decline) $ in millions Existing Market results above exclude branches acquired during the four quarters prior to the start of the first quarter of Fiscal 2015. 23.0% Existing Market Sales, Gross Profit & Gross Margin 23.0% Note: Some totals above may not foot due to rounding.

2015 First Quarter Earnings Call February 6, 2015 www.BeaconRoofingSupply.com $- $20 $40 $60 $80 $100 $120 FY 2015 FY2014 $108.5 $99.8 2 $ in millions 18.8% of Sales 18.1% of Sales Existing Market Operating Expenses Quarterly Results New greenfield branch investments 5.7$ Selling & warehouse expenses 2.1 G&A 1.9 Amortization (0.6) Other (0.5) Total 8.7$ 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 the first quarter of Fiscal 2015.

2015 First Quarter Earnings Call February 6, 2015 www.BeaconRoofingSupply.com $15.0 $12.9 $39.2 $27.3 $- $20 $40 $60 FY 2014 FY 2015 Net Income Non-Cash & Working Capital Adjustments 3 $40.2 $ 54.2 $ in millions Cash Flow From Operations Quarterly Results Note: Some totals above may not foot due to rounding.