BEACON ROOFING SUPPLY INC - FORM 8-K - EX-99.1

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8-K - 8-K - BEACON ROOFING SUPPLY INC	becn-8k_20171120.htm
EX-99.2 - EX-99.2 - BEACON ROOFING SUPPLY INC	becn-ex992_150.htm

Exhibit 99.1

November 20, 2017

Beacon Roofing Supply Reports Fourth Quarter and Fiscal Year 2017 Results

•

Record fourth quarter net sales of $1.3 billion (9.8% growth year-over-year)

•

Fourth quarter EPS of $0.73 ($0.93 Adjusted) vs. $0.78 ($0.88 Adjusted) in the prior year

•

Record full fiscal year net sales of $4.4 billion (6.0% growth year-over-year)

•

Fiscal year EPS of $1.67 ($2.18 Adjusted) vs. $1.49 ($2.10 Adjusted) in the prior year

•

Completed five acquisitions totaling 23 branches and opened 4 greenfield locations in fiscal year 2017

•

On August 24, announced agreement to acquire 208 branch Allied Building Products for $2.6 billion with anticipated January 2, 2018 closing

HERNDON, VA. — (BUSINESS WIRE) — Beacon Roofing Supply, Inc. (NASDAQ:BECN) announced results today for its fourth quarter and fiscal year ended September 30, 2017 (“2017” or “Fiscal 2017”).

Paul Isabella, the Company’s President and Chief Executive Officer, stated: “Fiscal 2017 produced a second consecutive year of record sales, Adjusted EBITDA and Adjusted EPS. In addition, we saw robust operating cash flow generation of approximately $315 million, which is almost a threefold improvement over the prior year. We are pleased with our fourth quarter performance, and even more excited about the future, as monthly sales trends accelerated throughout the quarter and early 2018 visibility is supported by solid re-roofing trends and two meaningful storm events. Our residential roofing product line posted its 14th consecutive quarter of sales growth and remained our strongest performing sector. Overall sales growth was very balanced among our three categories as commercial roofing produced positive growth with a mid-single digit increase. Our complementary product line also posted a 7.3% daily sales increase, the result of Beacon’s targeted efforts and solid underlying end market trends. Our 2017 gross margin percentage finished above robust 2016 levels and represented our best annual performance as a public company ever. Adding to our great financial performance in 2017 was our August 24^th announcement of the Allied Building Products acquisition, which remains on track to close on schedule on January 2^nd. The addition of Allied will enable Beacon to reach new heights in 2018, delivering new products and better service to our customers, stronger results for our shareholders and greater career opportunities for our employees. These are exciting times at Beacon, as our industry outlook remains positive and Beacon’s position to achieve profitable growth is stronger than ever.”

Fourth Quarter

Total sales increased 9.8% to a fourth quarter record of $1.29 billion in 2017, from $1.17 billion in 2016. Residential roofing product sales increased 9.3%, non-residential roofing product sales increased 5.3%, and complementary product sales increased 20.7% over the prior year. Existing markets same day sales, excluding acquisitions, increased 8.2% for the quarter. The fourth quarter of fiscal years 2017 and 2016 had 63 and 64 business days, respectively.

Net income for the fourth quarter was $45.1 million, compared to $47.4 million in 2016. Fourth quarter EPS was $0.73, compared to $0.78 in 2016. Adjusted Net Income (Loss), after removing the impact of non-recurring costs related to acquisitions and certain incremental amortization of intangibles related to the RSG acquisition, was $57.8 million in the fourth quarter 2017, compared to $53.6 million in 2016. Fourth quarter Adjusted EPS was $0.93, compared to $0.88 in 2016. (See included financial tables for a reconciliation of “Adjusted” financial measures to the most directly comparable GAAP financial measures). Fourth quarter results were positively impacted by strong net sales growth within each of our three product lines. Compared to the prior year, fiscal year 2017 operating performance was negatively impacted by lower gross margins and higher operating costs.

Fiscal Year

Total sales increased 6.0% to an annual record of $4.38 billion in 2017, from $4.13 billion in 2016. Residential roofing product sales increased 8.7%, non-residential roofing product sales decreased 4.4%, and complementary product sales increased 19.5% over the

prior year. Existing market same day sales, excluding acquisitions, increased 3.4% year to date. Fiscal years 2017 and 2016 had 252 and 254 business days, respectively.

Net income for the full-year was $100.9 million, compared to $89.9 million in 2016. 2017 EPS was $1.64, compared to $1.49 in 2016. Adjusted Net Income (Loss), after removing the impact of non-recurring costs related to acquisitions and certain incremental amortization of intangibles related to the RSG acquisition, was $133.6 million year to date, compared to $126.5 million in 2016. 2017 Adjusted EPS was $2.18, compared to $2.10 in 2016. (See included financial tables for a reconciliation of “Adjusted” financial measures to the most directly comparable GAAP financial measures). Compared to the prior year, fiscal year 2017 results were positively impacted by strong net sales growth within our residential roofing and complementary product lines, partially offset by a net sales decrease in our non-residential roofing product line.

The Company will host a webcast and conference call today at 5:00 p.m. ET to discuss these results. The webcast link and call-in details are as follows:


What:	Beacon Roofing Supply Fourth Quarter and Fiscal Year 2017 Earnings Results Webcast and Conference Call
When	Monday, November 20, 2017
Time:	5:00 p.m. ET
Webcast:	http://ir.beaconroofingsupply.com/events.cfm (live and replay)
Live Call:	720-634-9063; Conf. ID #6068898

To assure timely access, conference call participants should dial in prior to the 5:00 p.m. start time.

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.

About Beacon Roofing Supply

Founded in 1928, Beacon Roofing Supply, Inc. is the largest publicly traded distributor of residential and commercial roofing materials and complementary building products, operating 382 branches throughout 48 states in the U.S. and 6 provinces in Canada. To learn more about Beacon and its family of regional brands, please visit www.becn.com.

BECN-F

Beacon Roofing Supply, Inc.
Joseph Nowicki, Executive VP & CFO

571-323-3940
JNowicki@becn.com

BEACON ROOFING SUPPLY, INC.

Consolidated Statements of Operations

(In thousands, except share and per share amounts)

	Three Months Ended September 30,										Year Ended September 30,
	2017¹		% of Net Sales			2016²		% of Net Sales			2017¹		% of Net Sales			2016²		% of Net Sales
Net sales	$	1,289,868		100.0	%	$	1,174,366		100.0	%	$	4,376,670		100.0	%	$	4,127,109		100.0	%
Cost of products sold		967,227		75.0	%		872,324		74.3	%		3,300,731		75.4	%		3,114,040		75.5	%
Gross profit		322,641		25.0	%		302,042		25.7	%		1,075,939		24.6	%		1,013,069		24.5	%
Operating expense		235,317		18.2	%		206,164		17.6	%		859,843		19.6	%		808,085		19.6	%
Income from operations		87,324		6.8	%		95,878		8.1	%		216,096		5.0	%		204,984		4.9	%
Interest expense, financing costs, and other		13,512		1.0	%		16,944		1.4	%		52,751		1.2	%		58,452		1.4	%
Income before provision for income taxes		73,812		5.8	%		78,934		6.7	%		163,345		3.8	%		146,532		3.5	%
Provision for income taxes		28,681		2.3	%		31,542		2.7	%		62,481		1.5	%		56,615		1.3	%
Net income	$	45,131		3.5	%	$	47,392		4.0	%	$	100,864		2.3	%	$	89,917		2.2	%

Weighted-average common stock outstanding:
Basic		60,861,950					59,814,221					60,315,648					59,424,372
Diluted		61,880,280					60,839,414					61,344,263					60,418,067

Net income per share:
Basic	$	0.74				$	0.79				$	1.67				$	1.51
Diluted	$	0.73				$	0.78				$	1.64				$	1.49

¹ The fourth quarter 2017 operating results include $11.0 million ($6.8 million, net of taxes) of non-recurring charges, $8.3 million ($5.1 million, net of taxes) of additional amortization for acquired intangibles, and $1.2 million ($0.7 million, net of taxes) of interest expense, financing costs, and other for the recognition of certain costs related to acquisitions. Fiscal year 2017 operating results include $15.7 million ($9.7 million, net of taxes) of non-recurring charges, $32.0 million ($19.7 million, net of taxes) of additional amortization for acquired intangibles, and $5.4 million ($3.3 million, net of taxes) of interest expense, financing costs, and other for the recognition of certain costs related to acquisitions. See “Adjusted Net Income (Loss) and Adjusted EPS” table for further details.

² The fourth quarter 2016 operating results include $1.4 million ($1.2 million, net of taxes) of non-recurring charges, $5.7 million ($3.6 million, net of taxes) of additional amortization for acquired intangibles, and $2.1 million ($1.4 million, net of taxes) of interest expense, financing costs, and other for the recognition of certain costs related to acquisitions. Fiscal year 2016 operating results include $29.1 million ($17.9 million, net of taxes) of non-recurring charges, $22.8 million ($14.0 million, net of taxes) of additional amortization for acquired intangibles, and $7.6 million ($4.7 million, net of taxes) of interest expense, financing costs, and other for the recognition of certain costs related to acquisitions. See “Adjusted Net Income (Loss) and Adjusted EPS” table for further details.

BEACON ROOFING SUPPLY, INC.

Consolidated Balance Sheets

(In thousands)

	September 30,
	2017			2016
Assets
Current assets
Cash and cash equivalents	$	138,250		$	31,386
Accounts receivable, net		704,527			626,965
Inventories		551,924			480,736
Prepaid expenses and other current assets		209,138			163,103
Total current assets		1,603,839			1,302,190

Property and equipment, net		156,129			148,569
Goodwill		1,251,986			1,197,565
Intangibles, net		429,069			464,024
Other assets, net		8,534			1,511

Total Assets	$	3,449,557		$	3,113,859

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	503,697		$	360,915
Accrued expenses		261,297			161,113
Current portion of long-term obligations		14,141			14,811
Total current liabilities		779,135			536,839

Borrowings under revolving lines of credit, net		3,205			359,661
Long-term debt, net		721,268			722,929
Deferred income taxes, net		138,383			135,482
Long-term obligations under equipment financing and other, net		25,760			35,121
Total liabilities		1,667,751			1,790,032

Commitments and contingencies

Stockholders' equity:
Common stock		677			598
Undesignated preferred stock		-			-
Additional paid-in capital		1,047,506			694,564
Retained earnings		748,186			647,322
Accumulated other comprehensive loss		(14,563	)		(18,657	)
Total stockholders' equity		1,781,806			1,323,827
Total Liabilities and Stockholders' Equity	$	3,449,557		$	3,113,859

BEACON ROOFING SUPPLY, INC.

Consolidated Statements of Cash Flows

(In thousands)

	Year Ended September 30,
	2017			2016
Operating activities:
Net income	$	100,864		$	89,917
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		116,467			100,191
Stock-based compensation		15,071			17,749
Certain interest expense and other financing costs		10,497			8,329
Gain on sale of fixed assets		(839	)		(1,882	)
Deferred income taxes		393			25,200
Other, net		-			-
Changes in operating assets and liabilities, net of the effects of businesses acquired:
Accounts receivable		(60,185	)		(30,408	)
Inventories		(51,768	)		43,489
Prepaid expenses and other assets		(44,208	)		(12,841	)
Accounts payable and accrued expenses		228,908			(119,096	)
Net cash provided by operating activities		315,200			120,648

Investing activities:
Purchases of property and equipment		(39,828	)		(26,315	)
Acquisition of businesses		(129,390	)		(1,018,188	)
Proceeds from sales of assets		2,233			1,882
Net cash used in investing activities		(166,985	)		(1,042,621	)

Financing activities:
Borrowings under revolving lines of credit, net of repayments		(369,102	)		350,927
Borrowings under term loan, net of repayments		(4,500	)		259,875
Borrowings under Senior Notes		-			300,000
Borrowings under equipment financing facilities and other, net of repayments		(10,034	)		(4,724	)
Payment of debt issuance costs		(1,669	)		(28,325	)
Proceeds from secondary offering of common stock		345,503			-
Payment of issuance costs from secondary offering of common stock		(14,684	)		-
Proceeds from issuance of common stock related to equity awards		11,341			24,160
Taxes paid related to net share settlement of equity awards		(392	)		(2	)
Excess tax benefit from stock-based compensation		2,937			4,956
Net cash provided by (used in) financing activities		(40,600	)		906,867

Effect of exchange rate changes on cash		(751	)		831

Net increase (decrease) in cash and cash equivalents		106,864			(14,275	)
Cash and cash equivalents, beginning of period		31,386			45,661
Cash and cash equivalents, end of period	$	138,250		$	31,386

BEACON ROOFING SUPPLY, INC.

Consolidated Sales by Product Line

(Dollars in thousands)

Consolidated Sales by Product Line
	Three Months Ended September 30,
	2017					2016					Change
	Net Sales		Mix %			Net Sales		Mix %			$		%
Residential roofing products	$	699,100		54.2	%	$	639,852		54.5	%	$	59,248		9.3	%
Non-residential roofing products		373,720		29.0	%		354,746		30.2	%		18,974		5.3	%
Complementary building products		217,048		16.8	%		179,768		15.3	%		37,280		20.7	%
	$	1,289,868		100.0	%	$	1,174,366		100.0	%	$	115,502		9.8	%



Consolidated Sales by Product Line for Existing Markets¹
	Three Months Ended September 30,
	2017					2016					Change
	Net Sales		Mix %			Net Sales		Mix %			$		%
Residential roofing products	$	688,423		55.2	%	$	639,829		54.6	%	$	48,594		7.6	%
Non-residential roofing products		368,652		29.6	%		351,628		30.0	%		17,024		4.8	%
Complementary building products		189,831		15.2	%		179,746		15.4	%		10,085		5.6	%
	$	1,246,906		100.0	%	$	1,171,203		100.0	%	$	75,703		6.5	%



Existing Market¹ Sales By Business Day²
	Three Months Ended September 30,
	2017					2016					Change
	Net Sales		Mix %			Net Sales		Mix %			$		%
Residential roofing products	$	10,927		55.2	%	$	9,997		54.6	%	$	930		9.3	%
Non-residential roofing products		5,852		29.6	%		5,494		30.0	%		358		6.5	%
Complementary building products		3,013		15.2	%		2,809		15.4	%		204		7.3	%
	$	19,792		100.0	%	$	18,300		100.0	%	$	1,492		8.2	%

¹	Excludes acquired branches that have not been under ownership for at least four fiscal quarters prior to the start of the fourth quarter of fiscal year 2017.

²	There were 63 and 64 business days in each of the quarters ended September 30, 2017 and 2016, respectively.

BEACON ROOFING SUPPLY, INC.

Consolidated Sales by Product Line

(Dollars in thousands)

Consolidated Sales by Product Line
	Year Ended September 30,
	2017					2016					Change
	Net Sales		Mix %			Net Sales		Mix %			$			%
Residential roofing products	$	2,380,435		54.4	%	$	2,190,762		53.1	%	$	189,673			8.7	%
Non-residential roofing products		1,273,153		29.1	%		1,331,319		32.3	%		(58,166	)		(4.4	%)
Complementary building products		723,082		16.5	%		605,028		14.6	%		118,054			19.5	%
	$	4,376,670		100.0	%	$	4,127,109		100.0	%	$	249,561			6.0	%



Consolidated Sales by Product Line for Existing Markets¹
	Year Ended September 30,
	2017					2016					Change
	Net Sales		Mix %			Net Sales		Mix %			$			%
Residential roofing products	$	2,269,105		55.9	%	$	2,140,405		54.1	%	$	128,700			6.0	%
Non-residential roofing products		1,249,001		30.7	%		1,307,731		33.0	%		(58,730	)		(4.5	%)
Complementary building products		545,222		13.4	%		512,186		12.9	%		33,036			6.5	%
	$	4,063,328		100.0	%	$	3,960,322		100.0	%	$	103,006			2.6	%



Existing Market¹ Sales By Business Day²
	Year Ended September 30,
	2017					2016					Change
	Net Sales		Mix %			Net Sales		Mix %			$			%
Residential roofing products	$	9,004		55.9	%	$	8,427		54.1	%	$	577			6.8	%
Non-residential roofing products		4,956		30.7	%		5,149		33.0	%		(193	)		(3.7	%)
Complementary building products		2,164		13.4	%		2,016		12.9	%		148			7.3	%
	$	16,124		100.0	%	$	15,592		100.0	%	$	532			3.4	%

¹	Excludes acquired branches that have not been under ownership for at least four fiscal quarters prior to the start of fiscal year 2017.

²	There were 252 and 254 business days for the years ended September 30, 2017 and 2016, respectively.

BEACON ROOFING SUPPLY, INC.

Adjusted Net Income (Loss) and Adjusted EPS¹

(In thousands except per share amounts)

	Three Months Ended September 30,								Year Ended September 30,
	2017				2016				2017				2016
	Amount		Per Share		Amount		Per Share		Amount		Per Share		Amount		Per Share
Net income	$	45,131	$	0.73	$	47,392	$	0.78	$	100,864	$	1.64	$	89,917	$	1.49
Company adjustments, net tax:
Acquisition costs²		12,625		0.20		6,203		0.10		32,700		0.54		36,608		0.61
Adjusted Net Income (Loss)	$	57,756	$	0.93	$	53,595	$	0.88	$	133,564	$	2.18	$	126,525	$	2.10

Adjusted Net Income (Loss) is defined as net income excluding non-recurring costs related to acquisitions and certain incremental amortization of intangibles related to the RSG acquisition. We believe that Adjusted Net Income (Loss) is an operating performance metric that is useful to investors because it permits investors to better understand year-over-year changes in underlying operating performance. Adjusted net income per share or "Adjusted EPS" is calculated by dividing the Adjusted Net Income (Loss) for the period by the weighted-average diluted shares outstanding for the period (see Consolidated Statements of Operations for amounts).

Acquisition costs reflect non-recurring charges related to acquisitions and certain incremental amortization of intangibles related to the RSG acquisition, net of $7.8 million and $3.1 million in tax for the three months ended September 30, 2017 and 2016, respectively and net of $20.5 million and $22.9 million in tax for the years ended September 30, 2017 and 2016, respectively.

While we believe Adjusted Net Income (Loss) and Adjusted EPS are useful measures for investors, these are not measurements presented in accordance with United States Generally Accepted Accounting Principles (“GAAP”). You should not consider Adjusted Net Income (Loss) or Adjusted EPS in isolation or as a substitute for net income and net income per share or diluted earnings per share calculated in accordance with GAAP.

BEACON ROOFING SUPPLY, INC.

Adjusted EBITDA¹

(In thousands)

	Three Months Ended September 30,						Year Ended September 30,
	2017			2016			2017			2016
Net income	$	45,131		$	47,392		$	100,864		$	89,917
Acquisition costs²		11,030			1,438			15,745			24,749
Interest expense, net		13,704			16,309			53,802			58,145
Income taxes		28,681			31,542			62,481			56,615
Depreciation and amortization		30,229			27,172			116,467			100,191
Stock-based compensation		3,847			3,679			15,074			17,749
Adjusted EBITDA	$	132,622		$	127,532		$	364,433		$	347,366

Adjusted EBITDA as a % of net sales		10.3	%		10.9	%		8.3	%		8.4	%

Adjusted EBITDA is defined as net income plus interest expense (net of interest income), income taxes, depreciation and amortization, adjustments to contingent consideration, stock-based compensation, and non-recurring acquisition costs from acquisitions. EBITDA is a measure commonly used in the distribution industry, and we present Adjusted EBITDA to enhance your understanding of our operating performance. Adjusted EBITDA is used in our bank covenants and we use Adjusted EBITDA as an internal performance measurement and as one criterion for evaluating our performance relative to that of our peers. We believe that Adjusted EBITDA is an operating performance measure that provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles, and ages of related assets among otherwise comparable companies. Further, we believe that Adjusted EBITDA is a useful measure because it improves comparability of results of operations, since purchase accounting used for acquisitions can render depreciation and amortization non-comparable between periods. We use these supplemental measures to evaluate performance period over period and to analyze the underlying trends in our business and establish operational goals and forecasts that are used in allocating resources. We expect to compute Adjusted EBITDA using the same consistent method from quarter-to-quarter and year-to-year.

Acquisition costs reflect all non-recurring charges related to acquisitions (excluding the impact of tax) that are not embedded in other balances of the table. Certain portions of the total acquisition costs incurred are included in interest expense, income taxes, depreciation and amortization, and stock-based compensation.

While we believe Adjusted EBITDA is a useful measure for investors, it is not a measurement presented in accordance with GAAP. You should not consider Adjusted EBITDA in isolation or as a substitute for net income, cash flows from operations, or any other items calculated in accordance with GAAP. In addition, Adjusted EBITDA has inherent material limitations as a performance measure. It does not include interest expense. Because we have borrowed money, interest expense is a necessary element of our costs. In addition, Adjusted EBITDA does not include depreciation and amortization expense. Because we have capital and intangible assets, depreciation and amortization expense is a necessary element of our costs. Adjusted EBITDA also does not include stock-based compensation, which is a necessary element of our costs since we make stock awards to key members of management as an important incentive to maximize overall company performance and as a benefit. Moreover, Adjusted EBITDA does not include taxes, and payment of taxes is a necessary element of our operations. Accordingly, since Adjusted EBITDA excludes these items, it has material limitations as a performance measure. We separately monitor capital expenditures, which impact depreciation expense, as well as amortization expense, interest expense, stock-based compensation expense, and income tax expense. Because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.

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