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BEACON ROOFING SUPPLY, INC. (Exact Name of Registrant As Specified in Its Charter)

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BEACON ROOFING SUPPLY, INC. (Exact Name of Registrant As Specified in Its Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 000-50924 BEACON ROOFING SUPPLY, INC. (Exact name of registrant as specified in its charter) Delaware 36-4173371 (State or other jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 505 Huntmar Park Drive, Suite 300, Herndon, VA 20170 (Address of Principal Executive Offices) (Zip Code) (571) 323-3939 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, $0.01 par value BECN NASDAQ Global Select Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of July 31, 2020, 68,877,565 shares of common stock, par value $0.01 per share, of the registrant were outstanding. BEACON ROOFING SUPPLY, INC. FORM 10-Q For the Quarter Ended June 30, 2020 TABLE OF CONTENTS PART I. Financial Information (unaudited) Item 1. Condensed Consolidated Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Comprehensive Income 5 Consolidated Statements of Stockholders’ Equity 6 Consolidated Statements of Cash Flows 7 Notes to Condensed Consolidated Financial Statements 8 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 21 Item 3. Quantitative and Qualitative Disclosures About Market Risk 35 Item 4. Controls and Procedures 35 PART II. Other Information Item 1A. Risk Factors 36 Item 6. Exhibits 36 Signatures 37 2 PART I. FINANCIAL INFORMATION (UNAUDITED) Item 1. Condensed Consolidated Financial Statements BEACON ROOFING SUPPLY, INC. Consolidated Balance Sheets (In thousands, except share and per share amounts) June 30, September 30, June 30, 2020 2019 2019 (unaudited) (unaudited) Assets Current assets: Cash and cash equivalents $ 1,018,376 $ 72,287 $ 27,729 Accounts receivable, less allowance of $20,944, $13,095 and $24,732 as of June 30, 2020, September 30, 2019 and June 30, 2019, respectively 993,757 1,108,134 1,079,091 Inventories, net 951,538 1,018,183 1,124,063 Prepaid expenses and other current assets 301,964 315,643 361,831 Total current assets 3,265,635 2,514,247 2,592,714 Property and equipment, net 236,928 260,376 269,041 Goodwill 2,489,760 2,490,590 2,490,940 Intangibles, net 845,217 1,125,540 1,177,694 Operating lease assets 442,287 - - Other assets, net 25 2,059 1,243 Total assets $ 7,279,852 $ 6,392,812 $ 6,531,632 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 780,179 $ 822,931 $ 643,411 Accrued expenses 559,123 599,155 590,756 Current operating lease liabilities 99,165 - - Current portions of long-term debt/obligations 12,858 18,689 19,366 Total current liabilities 1,451,325 1,440,775 1,253,533 Borrowings under revolving lines of credit, net 848,736 80,961 424,011 Long-term debt, net 2,494,474 2,494,623 2,494,648 Deferred income taxes, net 58,099 103,913 110,180 Non-current operating lease liabilities 339,540 - - Long-term obligations under equipment financing, net 400 4,609 6,332 Other long-term liabilities 1,351 6,383 5,352 Total liabilities 5,193,925 4,131,264 4,294,056 Commitments and contingencies (Note 9) Convertible Preferred Stock; $0.01 par value; aggregate liquidation preference $400,000; 400,000 shares authorized, issued and outstanding as of June 30, 2020, September 30, 2019 and June 30, 20191 399,195 399,195 399,195 Stockholders' equity: Common stock (voting); $0.01 par value; 100,000,000 shares authorized; 68,870,918, 68,574,176 and 68,480,751 shares issued and outstanding as of June 30, 2020, September 30, 2019 and June 30, 2019, respectively 688 685 684 Undesignated preferred stock; 5,000,000 shares authorized, none issued or outstanding - - - Additional paid-in capital 1,095,149 1,083,042 1,077,953 Retained earnings 628,447 799,222 777,842 Accumulated other comprehensive income (loss) (37,552) (20,596) (18,098) Total stockholders' equity 1,686,732 1,862,353 1,838,381 Total liabilities and stockholders' equity $ 7,279,852 $ 6,392,812 $ 6,531,632 ________________________________________ 1 In connection with the acquisition of Allied Building Products Corp. (“Allied”) on January 2, 2018 (the “Allied Acquisition”), the Company completed the sale of 400,000 shares of Series A Cumulative Convertible Participating Preferred Stock, par value $0.01 per share (the “Preferred Stock”), with an aggregate liquidation preference of $400.0 million, at a purchase price of $1,000 per share, to CD&R Boulder Holdings, L.P. The Preferred Stock is convertible perpetual participating preferred stock of the Company, and conversion of the Preferred Stock into $0.01 par value shares of the Company’s common stock will be at a conversion price of $41.26 per share (or 9,694,619 shares of common stock). The Preferred Stock accumulates dividends at a rate of 6.0% per annum (payable in cash or in-kind, subject to certain conditions). The Preferred Stock is not mandatorily redeemable; therefore, it is classified as mezzanine equity on the Company’s consolidated balance sheets. See accompanying Notes to Condensed Consolidated Financial Statements 3 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, 2020 2019 2020 2019 Net sales $ 1,792,505 $ 1,924,534 $ 4,926,103 $ 5,075,247 Cost of products sold 1,360,373 1,451,998 3,740,873 3,832,154 Gross profit 432,132 472,536 1,185,230 1,243,093 Operating expense: Selling, general and administrative 295,426 328,827 940,855 976,928 Depreciation 16,986 17,731 53,553 52,779 Amortization1 44,825 51,724 276,959 155,508 Total operating expense 357,237 398,282 1,271,367 1,185,215 Income (loss) from operations 74,895 74,254 (86,137) 57,878 Interest expense, financing costs, and other2 35,059 38,089 96,806 116,902 Loss on debt extinguishment - - 14,678 - Income (loss) before provision for income taxes 39,836 36,165 (197,621) (59,024) Provision for (benefit from) income taxes3 46,561 5,178 (44,846) (21,032) Net income (loss) $ (6,725) $ 30,987 $ (152,775) $ (37,992) Dividends on Preferred Stock4 6,000 6,000 18,000 18,000 Net income (loss) attributable to common shareholders $ (12,725) $ 24,987 $ (170,775) $ (55,992) Weighted-average common stock outstanding: Basic 68,840,849 68,477,946 68,775,920 68,391,882 Diluted5 68,840,849 69,265,384 68,775,920 68,391,882 Net income (loss) per share6: Basic $ (0.18) $ 0.32 $ (2.48) $ (0.82) Diluted $ (0.18) $ 0.32 $ (2.48) $ (0.82) ________________________________________ 1 Nine months ended June 30, 2020 amount includes non-cash accelerated intangible asset amortization of $142.6 million in connection with the Rebranding (see Notes 1 and 6 for further discussion. 2 Nine months ended June 30, 2020 amount includes a $5.6 million settlement received in connection with a class action lawsuit and a $5.3 million refund received as the final true-up of the $164.0 million payment resulting from the 338(h)(10) election made in connection with the Allied Acquisition. 3 Three and nine months ended June 30, 2020 amounts include a tax provision (benefit) of $32.8 million and $(0.5) million, respectively, stemming from the revaluation of deferred tax assets and liabilities made in conjunction with the Company’s application of the CARES Act. Nine months ended June 30, 2020 amount also includes an income tax provision (benefit) of $(36.5) million stemming from a decrease of deferred tax liabilities in connection with the Rebranding (see Note 14 for further discussion).
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