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): August 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 August 6, 2015, Beacon Roofing Supply, Inc. (the “Company”) issued a press release providing information regarding earnings for the third quarter ended June 30, 2015. A copy of the press release is attached hereto as Exhibit 99.1.

On August 6, 2015, the Company delivered a presentation as part of the webcast for the earnings conference call for the third quarter ended June 30, 2015. 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 August 6, 2015

99.2 Beacon Roofing Supply, Inc. FY 2015 third quarter earnings presentation dated August 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:	August 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 Third Quarter 2015 Results

· Record third quarter sales of $718.2 million vs. $663.4 million in prior year (8.3% growth)

· Third quarter EPS of $0.56 vs. $0.54 in prior year

· Record nine month sales of $1,727.4 million vs. $1,600.4 million in prior year (7.9% growth)

· Nine months diluted EPS of $0.63 vs. $0.59 in prior year

· On July 27, announced agreement to acquire 83-branch Roofing Supply Group (“RSG”) for $1.1 billion with anticipated October 1, 2015 Closing

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

Paul Isabella, the Company’s President and Chief Executive Officer, stated: “Today’s record third quarter earnings release continues the tremendous momentum from our July 27 announcement of Beacon’s agreement to acquire RSG. I look forward to the anticipated October 1, 2015 closing of the RSG acquisition and to have RSG’s 83 branches and talented and experienced workforce join Beacon and help deliver even greater service and product offerings to our customers. Until then, we will remain focused on driving growth and enhanced profitability across our 274 branches, which we accomplished in our third quarter. We delivered 8.3% sales growth in the quarter and 7.9% sales growth year-to-date, which resulted in record revenues for the third quarter and nine months. All three product lines grew compared to last year with residential and complementary leading the way with 13.2% and 9.8% growth, respectively. This marks the fifth consecutive quarter in which all three product lines grew, demonstrating the strength of our diversified portfolio. Also encouraging is that our growth pace accelerated solidly through the quarter after difficult weather conditions in April and early May, particularly in our West Division. Sales grew in six of our seven regions, with three regions recording double-digit gains. Gross margins improved by 90 basis points, mainly driven from a mix shift into higher margin residential and complementary business. As we look towards the fourth quarter, and the exciting closing of the RSG acquisition at the start of next year, we are confident that we will build upon the third quarter’s solid performance to finish the year strongly and deliver superior value to our customers and shareholders.”

Third Quarter

Total sales increased 8.3% to $718.2 million in 2015, from $663.4 million in 2014. On an overall consolidated basis, residential roofing product sales increased 13.2%, non-residential roofing product sales increased 1.3%, and complementary product sales increased 9.8% over the prior year. Existing market sales, excluding acquisitions, increased 4.9% for the quarter. The third quarter of 2015 and 2014 both had the same number of business days.

Net income for the third quarter was $28.3 million, compared to $26.8 million in 2014. The third quarter net income per share was $0.56, compared to $0.54 in 2014. The net income for the quarter was favorably impacted by gross margins which improved by 90 basis points over the prior year. This was partially offset by increased operating expenses driven by the incremental costs associated with the three acquisitions made this fiscal year and the greenfields opened in the last 21 months.

Nine Months

Total sales increased 7.9% to a nine month record of $1,727.4 million in 2015, from $1,600.4 million in 2014. On an overall consolidated basis, residential roofing product sales increased 11.7%, non-residential roofing product sales increased 0.8%, and complementary product sales increased 14.2% over the prior year. Existing market sales, excluding acquisitions, increased 4.6% year to date. The nine months of 2015 and 2014 both had the same number of business days.

Net income for the nine months was $31.5 million, compared to $29.6 million in 2014. The nine months diluted net income per share was $0.63, compared to $0.59 in 2014. Net income for the nine months was favorably impacted by gross margins which improved by 60 bps over the prior year, and unfavorably impacted by increased operating expenses which were primarily driven by the incremental costs associated with the three acquisitions made this fiscal year and the greenfields opened in the last 21 months.

Cash flow from operations was $11.2 million in 2015, compared to ($46.8) million in 2014. This increase in operating cash flow was primarily impacted by changes in working capital and higher net income in the current year. Cash on hand decreased by $8.8 million due primarily to an increase in cash used for acquisition activities in 2015. Through positive working capital management and higher net income, the Company was able to fund three acquisitions, while improving its leverage ratio from 2.04 as compared to 2.26 at the end of the third quarter 2014.

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 719-325-2308. 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. (NASDAQ: BECN) is the largest publicly traded distributor of residential and commercial roofing materials and complementary building products, operating 274 branches throughout 42 states in the U.S. and six provinces in Canada. In fiscal 2014, Beacon had sales of $2.3 billion. The company employs more than 3,000 associates. 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 June 30,										Nine Months Ended June 30,
	2015		% of Net Sales			2014		% of Net Sales			2015		% of Net Sales			2014		% of Net Sales
Net sales	$	718,214		100.0	%	$	663,397		100.0	%	$	1,727,440		100.0	%	$	1,600,411		100.0	%
Cost of products sold		548,778		76.4	%		512,584		77.3	%		1,323,666		76.6	%		1,235,901		77.2	%
Gross profit		169,436		23.6	%		150,813		22.7	%		403,774		23.4	%		364,510		22.8	%
Operating expenses		121,445		16.9	%		105,004		15.8	%		345,852		20.0	%		308,826		19.3	%
Income from operations		47,991		6.7	%		45,809		6.9	%		57,922		3.4	%		55,684		3.5	%
Interest expense, financing costs and other		2,494		0.3	%		2,510		0.4	%		7,988		0.5	%		7,707		0.5	%
Income before provision for income taxes		45,497		6.3	%		43,299		6.5	%		49,934		2.9	%		47,977		3.0	%
Provision for income taxes		17,148		2.4	%		16,500		2.5	%		18,464		1.1	%		18,338		1.1	%
Net income	$	28,349		3.9	%	$	26,799		4.0	%	$	31,470		1.8	%	$	29,639		1.9	%
Net income per share:
Basic	$	0.57				$	0.54				$	0.64				$	0.60
Diluted	$	0.56				$	0.54				$	0.63				$	0.59
Weighted average shares used in computing net income per share:
Basic		49,638,251					49,315,892					49,526,436					49,185,893
Diluted		50,199,126					50,027,240					50,089,987					49,946,381

BEACON ROOFING SUPPLY, INC

Consolidated Balance Sheets

(in thousands)

	June 30, 2015			September 30, 2014			June 30, 2014
	(unaudited)			(audited)			(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	17,594		$	54,472		$	26,405
Accounts receivable, net		389,499			360,802			352,554
Inventories, net		386,812			301,626			399,619
Prepaid expenses and other current assets		99,505			66,828			72,048
Deferred income taxes		-			14,610			14,376
Total current assets		893,410			798,338			865,002
Property and equipment, net		88,868			88,565			81,433
Goodwill		498,499			466,206			467,916
Intangible assets, net		91,419			72,266			77,747
Other assets, net		3,143			8,521			7,094
TOTAL ASSETS	$	1,575,339		$	1,433,896		$	1,499,192
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	257,656		$	220,834		$	227,630
Accrued expenses		105,756			80,285			102,539
Borrowings under revolver lines of credit		74,110			18,514			88,331
Current portion of long-term obligations		16,474			16,602			15,466
Total current liabilities		453,996			336,235			433,966
Senior term loan, net of current portion		177,188			185,625			188,438
Deferred income taxes		68,099			64,100			60,024
Long-term obligations under equipment financing and other, net of current portion		23,602			30,835			23,152
Total  liabilities		722,885			616,795			705,580
Commitments and contingencies
Stockholders’ equity:
Common stock		496			493			493
Undesignated preferred stock		-			-			-
Additional paid-in capital		340,468			328,059			325,086
Retained earnings		526,598			495,128			470,921
Accumulated other comprehensive loss		(15,108	)		(6,579	)		(2,888	)
Total stockholders’ equity		852,454			817,101			793,612
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,575,339		$	1,433,896		$	1,499,192

BEACON ROOFING SUPPLY, INC

Consolidated Statements of Cash Flows

(unaudited; in thousands)

	Nine Months Ended June 30,
	2015			2014
Operating activities:
Net income	$	31,470		$	29,639
Adjustments to reconcile net income
to net cash provided by (used in) operating activities:
Depreciation and amortization		25,920			22,609
Stock-based compensation		7,305			5,239
Certain interest expense and other financing costs		814			816
Gain on sale of fixed assets		(609	)		(660	)
Deferred income taxes		(589	)		793
Adjustment of liability for contingent consideration and other		286			177
Changes in assets and liabilities, net of the effects of
businesses acquired:
Accounts receivable		(20,581	)		(23,789	)
Inventories		(73,717	)		(148,384	)
Prepaid expenses and other assets		(7,168	)		(12,697	)
Accounts payable and accrued expenses		48,091			79,475
Net cash provided by (used in) operating activities		11,222			(46,782	)
Investing activities:
Purchases of property and equipment		(13,787	)		(26,090	)
Acquisition of businesses		(85,301	)		-
Proceeds from sales of assets		804			760
Net cash used in investing activities		(98,284	)		(25,330	)
Financing activities:
Repayments under revolving lines of credit, net of repayments		56,778			40,647
Borrowings/(Repayments) under equipment financing facilities and other		(4,114	)		11,450
Repayments under senior term loan		(8,438	)		(8,437	)
Proceeds from exercise of options		5,107			6,890
Excess tax benefit from stock-based compensation		1,245			949
Net cash used in financing activities		50,578			51,499
Effect of exchange rate changes on cash		(394	)		(9	)
Net decrease in cash and cash equivalents		(36,878	)		(20,622	)
Cash and cash equivalents, beginning of period		54,472			47,027
Cash and cash equivalents, end of period	$	17,594		$	26,405

BEACON ROOFING SUPPLY, INC

(unaudited; dollars in millions)

Consolidated Sales by Product Line

Three Months Ended

	June 30, 2015					June 30, 2014
	Net Sales		Mix %			Net Sales		Mix %			Change
Residential roofing products	$	359.5		50.1	%	$	317.5		47.9	%	$	42.0	13.2	%
Non-residential roofing products		252.7		35.2	%		249.4		37.6	%		3.3	1.3	%
Complementary building products		106.0		14.7	%		96.5		14.5	%		9.5	9.8	%
	$	718.2		100.0	%	$	663.4		100.0	%	$	54.8	8.3	%

Consolidated Sales by Product Line for Existing Markets*

Three Months Ended

	June 30, 2015					June 30, 2014
	Net Sales		Mix %			Net Sales		Mix %			Change
Residential roofing products	$	346.8		49.8	%	$	317.5		47.9	%	$	29.2	9.2	%
Non-residential roofing products		252.0		36.2	%		249.4		37.6	%		2.6	1.1	%
Complementary building products		97.1		14.0	%		96.5		14.5	%		0.6	0.6	%
	$	695.9		100.0	%	$	663.4		100.0	%	$	32.5	4.9	%

Existing Market Sales By Business Day**

Three Months Ended

	June 30, 2015					June 30, 2014
	Net Sales		Mix %			Net Sales		Mix %			Change
Residential roofing products	$	5.419		49.8	%	$	4.961		47.9	%	$	0.458	9.2	%
Non-residential roofing products		3.938		36.2	%		3.896		37.6	%		0.042	1.1	%
Complementary building products		1.517		14.0	%		1.508		14.5	%		0.009	0.6	%
	$	10.874		100.0	%	$	10.366		100.0	%	$	0.509	4.9	%

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

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

** There were 64 business days in each of the quarters ended June, 2015 and 2014.

BEACON ROOFING SUPPLY, INC

(unaudited; dollars in millions)

Consolidated Sales by Product Line

Nine Months Ended

	June 30, 2015					June 30, 2014
	Net Sales		Mix %			Net Sales		Mix %			Change
Residential roofing products	$	843.7		48.8	%	$	755.6		47.2	%	$	88.1	11.7	%
Non-residential roofing products		609.4		35.3	%		604.7		37.8	%		4.7	0.8	%
Complementary building products		274.3		15.9	%		240.1		15.0	%		34.2	14.2	%
	$	1,727.4		100.0	%	$	1,600.4		100.0	%	$	127.0	7.9	%

Consolidated Sales by Product Line for Existing Markets*

Nine Months Ended

	June 30, 2015					June 30, 2014
	Net Sales		Mix %			Net Sales		Mix %			Change
Residential roofing products	$	814.0		48.6	%	$	755.6		47.2	%	$	58.4	7.7	%
Non-residential roofing products		607.1		36.3	%		604.7		37.8	%		2.4	0.4	%
Complementary building products		252.8		15.1	%		240.1		15.0	%		12.7	5.3	%
	$	1,673.9		100.0	%	$	1,600.4		100.0	%	$	73.5	4.6	%

Existing Market Sales By Business Day**

Nine Months Ended

	June 30, 2015					June 30, 2014
	Net Sales		Mix %			Net Sales		Mix %			Change
Residential roofing products	$	4.307		48.6	%	$	3.998		47.2	%	$	0.309	7.7	%
Non-residential roofing products		3.212		36.3	%		3.199		37.8	%		0.013	0.4	%
Complementary building products		1.338		15.1	%		1.271		15.0	%		0.067	5.3	%
	$	8.857		100.0	%	$	8.468		100.0	%	$	0.389	4.6	%

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

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

** There were 189 business days in each of the nine months ended June 30, 2015 and 2014.

EX-99.2

Exhibit 99.2

2015 Third Quarter Earnings Call August 6, 2015 www.BeaconRoofingSupply.com 0% 20% 40% 60% 80% 100% FY 2015 FY 2014 14.0% 14.5% 36.2% 37.6% 49.8% 47.9% Residential Roofing Non-Residential Roofing Complementary $- $100 $200 $300 $400 $500 $600 $700 FY 2015 FY 2014 $695.9 $663.4 $162.8 $150.8 Sales Gross Profit / Margin 1 Quarterly Results Existing Market Product Mix Northeast 12.1% Mid-Atlantic 0.9% Southeast 10.4% Southwest (8.4%) Midwest 7.3% West 15.2% Canada 6.9% Total 4.9% Organic Sales Growth (Decline) $ in millions Existing Market results above exclude branches acquired during the four quarters prior to the start of the third quarter of Fiscal 2015. 22.7% Existing Market Sales, Gross Profit & Gross Margin 23.4% Note: Some totals above may not foot due to rounding.

2015 Third Quarter Earnings Call August 6, 2015 www.BeaconRoofingSupply.com $- $20 $40 $60 $80 $100 $120 FY 2015 FY 2014 $114.7 $105.0 2 $ in millions 16.5% of Sales 15.8% of Sales Existing Market Operating Expenses Quarterly Results 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 third quarter of Fiscal 2015. New Greenfield branch investments 4.3$ Payroll and employee benefit costs 3.5 Non-cash stock compensation expense 2.5 Amortization (0.8) Other 0.2 Total 9.7$ Operating Expense Incr. (Decr.)

2015 Third Quarter Earnings Call August 6, 2015 www.BeaconRoofingSupply.com $- $200 $400 $600 $800 $1,000 $1,200 $1,400 $1,600 $1,800 FY 2015 FY 2014 $1,674.0 $1,600.4 $388.5 $364.5 Sales Gross Profit / Margin 0% 20% 40% 60% 80% 100% FY 2015 FY 2014 15.1% 15.0% 36.3% 37.8% 48.6% 47.2% Residential Roofing Non-Residential Roofing Complementary 3 Year - to - Date Results Northeast 9.3% Mid-Atlantic 3.1% Southeast (0.4%) Southwest (9.2%) Midwest 13.6% West 12.9% Canada 7.2% Total 4.6% Organic Sales Growth (Decline) $ in millions Existing Market results above exclude branches acquired during the four quarters prior to the start of Fiscal 2015. Existing Market Sales, Gross Profit & Gross Margin Existing Market Product Mix Note: Some totals above may not foot due to rounding. 22.8% 23.2%

2015 Third Quarter Earnings Call August 6, 2015 www.BeaconRoofingSupply.com $- $50 $100 $150 $200 $250 $300 $350 FY 2015 FY 2014 $328.5 $308.8 4 $ in millions 19.6% of Sales 19.3% of Sales Existing Market Operating Expenses Year - to - Date Results 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 2015. New Greenfield branch investments 15.8$ Payroll and employee benefit costs 4.6 Non-cash stock compensation 1.1 Amortization (1.9) Other 0.1 Total 19.7$ Operating Expense Incr. (Decr.)

2015 Third Quarter Earnings Call August 6, 2015 www.BeaconRoofingSupply.com $(60) $(40) $(20) $- $20 FY 2014 FY 2015 5 $11.2 $ ( 46.8) $ in millions Cash Flow From Operations Year - to - Date Results Note: Some totals above may not foot due to rounding. CF from Ops. $(20.3) $(76.4) Non - Cash & WC Adj. $31.5 $29.6 Net Income FY 2015 FY 2014