Business Wire | Aug 6, 2020 04:00PM EDT

Beacon Reports Third Quarter 2020 Results

Aug. 06, 2020

HERNDON, Va.--(BUSINESS WIRE)--Aug. 06, 2020--Beacon (Nasdaq: BECN) (the "Company") announced results today for its third quarter and nine-month period ended June 30, 2020 ("2020").

"Fiscal third quarter results were highlighted by exceptional operating cost and cash flow performance," said Julian Francis, Beacon's President and Chief Executive Officer. "Our team rapidly implemented a broad-based cost reduction strategy beginning in March, resulting in meaningful sequential and year-over-year expense decreases, as well as an Adjusted EBITDA margin that was consistent with the prior year period. Although certain cost actions were clearly temporary in nature, we remain focused on improving our expense structure to produce permanent efficiency gains and foster attractive levels of operating leverage as demand improves. Sales steadily improved throughout the quarter, as COVID-19 restrictions eased and economies reopened, highlighted by June daily sales that were similar to prior year levels. Our limited reliance on discretionary product categories and our diverse mix of residential and non-residential markets provides our business with stability in this challenging environment. We produced record operating cash flow this quarter, leveraging favorable operating execution and tighter management of working capital. While uncertainties from the pandemic remain, our results this quarter have reinforced our commitment to our key strategic initiatives and demonstrated our ability to drive productivity and generate strong operating cash flow, even in difficult times."

Third Quarter

Net sales decreased 6.9% to $1.79 billion, from $1.92 billion in 2019. The sales decrease was influenced by softer demand early in the quarter resulting from government restrictions in reaction to COVID-19, partially offset by stable sales in states/provinces without similar restrictions. Residential roofing product sales decreased 1.3%, non-residential roofing product sales decreased 9.6%, and complementary product sales decreased 12.5% compared to the prior year. The third quarter of fiscal years 2020 and 2019 each had 64 business days.

Net income (loss) was $(6.7) million, compared to $31.0 million in 2019. Net income (loss) attributable to common shareholders was $(12.7) million, compared to $25.0 million in 2019. EPS was $(0.18), compared to $0.32 in 2019. Third quarter results were primarily impacted by reduced sales and lower gross margins, largely attributable to a softer demand environment induced by COVID-19, as well as a net $32.8 million tax provision stemming from the adjustment of a prior quarter deferred tax benefit related to the Company's application of the CARES Act. These impacts were partially offset by the implementation of aggressive cost-cutting actions, including reductions in both hours worked and headcount as well as decreases in fleet costs and other discretionary expenditures.

Adjusted Net Income (Loss) was $69.5 million, compared to $72.6 million in 2019. Adjusted EBITDA was $147.5 million, compared to $157.8 million in 2019.

Please see the included financial tables for a reconciliation of "Adjusted" non-GAAP financial measures to the most directly comparable GAAP financial measure, as well as further detail on the components driving the net changes over the comparative periods.

Year-to-Date

Net sales decreased 2.9% to $4.93 billion, from $5.08 billion in 2019. The sales decrease was primarily influenced by softer demand resulting from government restrictions in reaction to COVID-19 and decreased hurricane-related demand in the Mid-Atlantic and Southeast, partially offset by the continued positive impact of our industry-leading digital platform. Residential roofing product sales decreased 1.7%, non-residential roofing product sales were flat, and complementary product sales decreased 6.5% compared to the prior year. The first nine months of fiscal years 2020 and 2019 had 190 and 189 business days, respectively.

Net income (loss) was $(152.8) million, compared to $(38.0) million in 2019. Net income (loss) attributable to common shareholders was $(170.8) million, compared to $(56.0) million in 2019. EPS was $(2.48), compared to $(0.82) in 2019. Nine-month results were primarily impacted by the second quarter write-off of certain trade names in connection with the Company's rebranding efforts that were announced in January 2020.

Adjusted Net Income (Loss) was $85.3 million, compared to $94.2 million in 2019. Adjusted EBITDA was $280.7 million, compared to $307.0 million in 2019.

Please see the included financial tables for a reconciliation of "Adjusted" non-GAAP financial measures to the most directly comparable GAAP financial measure, as well as further detail on the components driving the net changes over the comparative periods.

Earnings Call

The Company will host a conference call and webcast today at 5:00 p.m. ET to discuss these results. Details for the earnings release event are as follows:

What: Beacon Third Quarter 2020 Earnings Call

When: Thursday, August 6, 2020

Time: 5:00 p.m. ET

Access: Register for the conference call or webcast by visiting:

Beacon Investor Relations - Events & Presentations

Upon registration, participants will receive an email containing event details and unique access codes. To ensure timely access, participants should register for the earnings call at least 10 minutes before the 5:00 p.m. ET start time. An archived copy of the webcast will be available on the Events & Presentations page shortly after the call.

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 Form 10-K for the fiscal year ended September 30, 2019 and Form 10-Q for the quarter ended March 31, 2020. 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

Founded in 1928, Beacon is a Fortune 500, publicly-traded distributor of residential and commercial building products in North America, operating over 500 branches throughout all 50 states in the U.S. and 6 provinces in Canada. Beacon serves an extensive base of over 110,000 customers, utilizing its vast branch network and diverse service offerings to provide high-quality products and support throughout the entire business lifecycle. Beacon offers its own private label brand, TRI BUILT, and has a proprietary digital account management suite, Beacon Pro+, which allows customers to manage their businesses online. Beacon's stock is traded on the Nasdaq Global Select Market under the ticker symbol BECN. To learn more about Beacon, please visit www.becn.com

BEACON ROOFING SUPPLY, INC.

Consolidated Statements of Operations

(In thousands, except share and per share amounts)

Three Months Ended June 30, Nine Months Ended June 30,

% of % of % of % of 2020 2019 2020 2019 Net Net Net Net Sales Sales Sales Sales

Net sales $ 1,792,505 100.0 % $ 1,924,534 100.0 % $ 4,926,103 100.0 % $ 5,075,247 100.0 %

Cost of products 1,360,373 75.9 % 1,451,998 75.4 % 3,740,873 75.9 % 3,832,154 75.5 %sold

Gross profit 432,132 24.1 % 472,536 24.6 % 1,185,230 24.1 % 1,243,093 24.5 %

Operating expense:

Selling, generaland 295,426 16.5 % 328,827 17.1 % 940,855 19.1 % 976,928 19.3 %administrative

Depreciation 16,986 0.9 % 17,731 0.9 % 53,553 1.1 % 52,779 1.0 %

Amortization^1 44,825 2.5 % 51,724 2.7 % 276,959 5.6 % 155,508 3.1 %

Total operating 357,237 19.9 % 398,282 20.7 % 1,271,367 25.8 % 1,185,215 23.4 %expense

Income (loss) 74,895 4.2 % 74,254 3.9 % (86,137 ) (1.7 %) 57,878 1.1 %from operations

Interestexpense, 35,059 2.0 % 38,089 2.0 % 96,806 2.0 % 116,902 2.3 %financing costs,and other^2

Loss on debt - 0.0 % - 0.0 % 14,678 0.3 % - 0.0 %extinguishment

Income (loss)before provision 39,836 2.2 % 36,165 1.9 % (197,621 ) (4.0 %) (59,024 ) (1.2 %)for income taxes

Provision for(benefit from) 46,561 2.6 % 5,178 0.3 % (44,846 ) (0.9 %) (21,032 ) (0.5 %)income taxes^3

Net income (6,725 ) (0.4 %) 30,987 1.6 % (152,775 ) (3.1 %) (37,992 ) (0.7 %)(loss)

Dividends onPreferred Stock^ 6,000 0.3 % 6,000 0.3 % 18,000 0.4 % 18,000 0.4 %4

Net income(loss)attributable to $ (12,725 ) (0.7 %) $ 24,987 1.3 % $ (170,775 ) (3.5 %) $ (55,992 ) (1.1 %)commonshareholders



Weighted-averagecommon stock outstanding:

Basic 68,840,849 68,477,946 68,775,920 68,391,882

Diluted^5 68,840,849 69,265,384 68,775,920 68,391,882



Net income(loss) per share ^6:

Basic $ (0.18 ) $ 0.32 $ (2.48 ) $ (0.82 )

Diluted $ (0.18 ) $ 0.32 $ (2.48 ) $ (0.82 )

____________________________________

* Nine months ended June 30, 2020 amount includes non-cash accelerated intangible asset amortization of $142.6 million in connection with the Rebranding. * 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 acquisition of Allied Building Products Corp. on January 2, 2018 (the "Allied Acquisition"). * 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. * Three months ended June 30, 2020 and 2019 amounts are composed of $5.0 million in accrued cumulative Preferred Stock dividends and an additional $1.0 million of Preferred Stock dividends that had been declared and paid as of period end. Nine months ended June 30, 2020 and 2019 amounts are composed of $5.0 million in accrued cumulative Preferred Stock dividends and an additional $13.0 million of Preferred Stock dividends that had been declared and paid as of period end. * Amounts do not include 9,694,619 shares issuable upon conversion of the Company's participating Preferred Stock because such conversion would be anti-dilutive. * Basic net income (loss) per share is calculated by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding during the period, without consideration for common share equivalents or the conversion of Preferred Stock. Common share equivalents consist of the incremental common shares issuable upon the exercise of stock options and vesting of restricted stock unit awards. Diluted net income (loss) per common share is calculated by dividing net income (loss) attributable to common shareholders by the fully diluted weighted-average number of common shares outstanding during the period. The following table presents the components and calculations of basic and diluted net income (loss) per share for each period presented (in thousands, except share and per share amounts):

Three Months Ended June 30, Nine Months Ended June 30,

2020 2019 2020 2019

Net income $ (6,725 ) $ 30,987 $ (152,775 ) $ (37,992 )(loss)

Dividends on 6,000 6,000 18,000 18,000 Preferred Stock

Net income(loss)attributable to $ (12,725 ) $ 24,987 $ (170,775 ) $ (55,992 )commonshareholders

Undistributedincome allocated - (3,099 ) - - to participatingsecurities

Net income(loss)attributable tocommon $ (12,725 ) $ 21,888 $ (170,775 ) $ (55,992 )shareholders -basic anddiluted



Weighted-averagecommon shares 68,840,849 68,477,946 68,775,920 68,391,882 outstanding -basic

Effect of commonshare - 787,438 - - equivalents

Weighted-averagecommon shares 68,840,849 69,265,384 68,775,920 68,391,882 outstanding -diluted



Net income(loss) per share $ (0.18 ) $ 0.32 $ (2.48 ) $ (0.82 )- basic

Net income(loss) per share $ (0.18 ) $ 0.32 $ (2.48 ) $ (0.82 )- diluted

BEACON ROOFING SUPPLY, INC.

Consolidated Balance Sheets

(In thousands)

June 30, September June 30, 30,

2020 2019 2019

Assets

Current assets:

Cash and cash equivalents $ 1,018,376 $ 72,287 $ 27,729

Accounts receivable, net 993,757 1,108,134 1,079,091

Inventories, net 951,538 1,018,183 1,124,063

Prepaid expenses and other current 301,964 315,643 361,831 assets

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/ 12,858 18,689 19,366 obligations

Total current liabilities 1,451,325 1,440,775 1,253,533

Borrowings under revolving lines of 848,736 80,961 424,011 credit, net

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 339,540 - - liabilities

Long-term obligations under 400 4,609 6,332 equipment financing, net

Other long-term liabilities 1,351 6,383 5,352

Total liabilities 5,193,925 4,131,264 4,294,056



Convertible Preferred Stock^1 399,195 399,195 399,195



Stockholders' equity:

Common stock 688 685 684

Undesignated preferred stock - - -

Additional paid-in capital 1,095,149 1,083,042 1,077,953

Retained earnings 628,447 799,222 777,842

Accumulated other comprehensive (37,552 ) (20,596 ) (18,098 )income (loss)

Total stockholders' equity 1,686,732 1,862,353 1,838,381

Total liabilities and stockholders' $ 7,279,852 $ 6,392,812 $ 6,531,632 equity

____________________________________

* In connection with 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.

BEACON ROOFING SUPPLY, INC.

Consolidated Statements of Cash Flows

(In thousands)

Nine Months Ended June 30,

2020 2019

Operating Activities

Net income (loss) $ (152,775 ) $ (37,992 )

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 330,513 208,287

Stock-based compensation 13,349 12,901

Certain interest expense and other financing 8,608 9,077 costs

Beneficial lease amortization - 1,714

Loss on debt extinguishment 14,678 -

Gain on sale of fixed assets (2,008 ) (3,470 )

Deferred income taxes (41,163 ) 3,195

338(h)(10) election refund^1 (5,282 ) -

Changes in operating assets and liabilities:

Accounts receivable 113,277 10,970

Inventories 65,817 (188,213 )

Prepaid expenses and other current assets 4,790 (117,520 )

Accounts payable and accrued expenses (102,565 ) (93,908 )

Other assets and liabilities 3,210 62

Net cash provided by (used in) operating 250,449 (194,897 )activities



Investing Activities

Purchases of property and equipment (31,397 ) (44,337 )

Acquisition of businesses, net^1 5,282 (163,973 )

Proceeds from the sale of assets 2,399 6,200

Net cash provided by (used in) investing (23,716 ) (202,110 )activities



Financing Activities

Borrowings under revolving lines of credit 2,037,212 1,734,476

Payments under revolving lines of credit (1,271,233 ) (1,404,836 )

Payments under term loan (7,275 ) (7,275 )

Borrowings under senior notes 300,000 -

Payment under senior notes (309,564 ) -

Payment of debt issuance costs (3,900 ) -

Payments under equipment financing facilities (6,446 ) (7,602 )and finance leases

Payment of dividends on Preferred Stock (18,000 ) (18,000 )

Proceeds from issuance of common stock related 1,627 1,654 to equity awards

Payment of taxes related to net share (2,866 ) (3,639 )settlement of equity awards

Net cash provided by (used in) financing 719,555 294,778 activities



Effect of exchange rate changes on cash and (199 ) 31 cash equivalents



Net increase (decrease) in cash and cash 946,089 (102,198 )equivalents

Cash and cash equivalents, beginning of period 72,287 129,927

Cash and cash equivalents, end of period $ 1,018,376 $ 27,729

__________________________________________________

* Related to a gain recognized for a partial refund of the $164.0 million payment resulting from the 338(h)(10) election made in connection with the Allied Acquisition.

BEACON ROOFING SUPPLY, INC.

Consolidated Sales by Product Line

(In thousands)

Sales by Product Line

Three Months Ended June 30,

2020 2019 Change

Net Sales Mix % Net Sales Mix % $ %

Residential roofing $ 837,039 46.7 % $ 848,259 44.1 % $ (11,220 ) (1.3 %)products

Non-residential 426,961 23.8 % 472,105 24.5 % (45,144 ) (9.6 %)roofing products

Complementary 528,505 29.5 % 604,170 31.4 % (75,665 ) (12.5 %)building products

$ 1,792,505 100.0 % $ 1,924,534 100.0 % $ (132,029 ) (6.9 %)





Sales by Business Day^1

Three Months Ended June 30,

2020 2019 Change

Net Sales Mix % Net Sales Mix % $ %

Residential roofing $ 13,079 46.7 % $ 13,254 44.1 % $ (175 ) (1.3 %)products

Non-residential 6,671 23.8 % 7,377 24.5 % (706 ) (9.6 %)roofing products

Complementary 8,258 29.5 % 9,440 31.4 % (1,182 ) (12.5 %)building products

$ 28,008 100.0 % $ 30,071 100.0 % $ (2,063 ) (6.9 %)

__________________________________________________

* The third quarter of fiscal years 2020 and 2019 each had 64 business days.

Sales by Product Line

Nine Months Ended June 30,

2020 2019 Change

Net Sales Mix % Net Sales Mix % $ %

Residential roofing $ 2,130,825 43.2 % $ 2,168,755 42.7 % $ (37,930 ) (1.7 %)products

Non-residential 1,200,665 24.4 % 1,200,546 23.7 % 119 0.0 %roofing products

Complementary 1,594,613 32.4 % 1,705,946 33.6 % (111,333 ) (6.5 %)building products

$ 4,926,103 100.0 % $ 5,075,247 100.0 % $ (149,144 ) (2.9 %)





Sales by Business Day^1

Nine Months Ended June 30,

2020 2019 Change

Net Sales Mix % Net Sales Mix % $ %

Residential roofing $ 11,215 43.2 % $ 11,475 42.7 % $ (260 ) (2.3 %)products

Non-residential 6,319 24.4 % 6,352 23.7 % (33 ) (0.5 %)roofing products

Complementary 8,393 32.4 % 9,026 33.6 % (633 ) (7.0 %)building products

$ 25,927 100.0 % $ 26,853 100.0 % $ (926 ) (3.4 %)

__________________________________________________

* The first nine months of fiscal years 2020 and 2019 had 190 and 189 business days, respectively.

BEACON ROOFING SUPPLY, INC.

Adjusted Net Income (Loss)^1

(In thousands)

Three Months Ended June Nine Months Ended June 30, 30,

2020 2019 2020 2019

Net income (loss) $ (6,725 ) $ 30,987 $ (152,775 ) $ (37,992 )

Adjustments:

Acquisition costs^2 48,416 60,482 142,925 185,922

Business restructuring 2,846 1,664 167,836 1,664 costs^3

COVID-19 impact^4 36,216 - 2,894 -

Effects of tax reform - - - (462 )

Total adjustments 87,478 62,146 313,655 187,124

Tax impact of total (11,271 ) (20,563 ) (75,550 ) (54,946 )adjustments^5

Total adjustments, net of 76,207 41,583 238,105 132,178 tax

Adjusted Net Income (Loss) $ 69,482 $ 72,570 $ 85,330 $ 94,186

_________________________

* Adjusted Net Income (Loss) is defined as net income excluding the impact of acquisition costs, business restructuring costs, the effects of tax reform, and the direct financial impact of the COVID-19 pandemic. * The following table presents a breakout of the components of acquisition costs for each of the periods indicated:

Three Months Ended Nine Months Ended June June 30, 30,

2020 2019 2020 2019

Amortization of intangible $ 44,825 $ 51,724 $ 134,310 $ 155,508 assets

Costs classified asselling, general, and 1,588 5,733 7,887 21,337 administrative^a

Non-operating (income) 2,003 3,025 728 9,077 expenses^b

Total acquisition costs $ 48,416 $ 60,482 $ 142,925 $ 185,922

___________________________

* Mainly composed of professional fees, branch integration expenses, travel expenses, employee severance and retention costs, and other personnel expenses. * Amounts include the amortization of debt issuance costs. For the nine months ended June 30, 2020, amounts are offset by 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. The following table presents a breakout of the components of business restructuring costs for each of the periods indicated:

Three Months Ended Nine Months Ended June 30, June 30,

2020 2019 2020 2019

Amortization in connection with $ - $ - $ 142,649 $ - the Rebranding

Costs classified as selling, 1,069 1,664 1,890 1,664 general, and administrative^a

Non-operating (income) expenses^ 1,777 - 23,297 - b

Total business restructuring $ 2,846 $ 1,664 $ 167,836 $ 1,664 costs

___________________________

* Mainly composed of costs stemming from headcount rationalization efforts and certain Rebranding costs. * Amounts include accrued estimated costs related to employee benefit plan withdrawals and amortization of debt issuance costs. Nine months ended June 30, 2020 amount also includes a loss on debt extinguishment of $14.7 million in connection with the October 2019 debt refinancing. 4. 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. Three and nine months ended June 30, 2020 amounts also include $3.4 million of severance and other costs directly related to the Company's response to the COVID-19 pandemic, which are classified as selling, general and administrative.

5. Represents tax impact on adjustments that are not included in the Company's income tax provision (benefit) for the period presented. The effective tax rate applied to these adjustments is calculated by using forecasted adjusted pre-tax income while factoring in estimated discrete tax adjustments for the fiscal year. The tax impact of adjustments for the three months ended June 30, 2020 and 2019 were calculated using a blended effective tax rate of 12.9% and 33.1%, respectively. The tax impact of adjustments for the nine months ended June 30, 2020 and 2019 were calculated using an effective tax rate of 24.1% and 29.4%, respectively.

We use Adjusted Net Income (Loss) to evaluate financial performance, analyze the underlying trends in our business and establish operational goals and forecasts that are used when allocating resources.We expect to compute Adjusted Net Income (Loss) consistently using the same method each period.

We believe that Adjusted Net Income (Loss) is a useful measure because it permits investors to better understand changes over comparative periods by providing financial results that are unaffected by certain items that are not indicative of ongoing operating performance.

While we believe Adjusted Net Income (Loss) is useful to investors when evaluating our business, it is not prepared and presented in accordance with United States Generally Accepted Accounting Principles ("GAAP"), and therefore should be considered supplemental in nature. You should not consider Adjusted Net Income (Loss) in isolation or as a substitute for net income calculated in accordance with GAAP. Adjusted Net Income (Loss) may have material limitations including, but not limited to, the exclusion of certain costs without a corresponding reduction of net income for the income generated by the assets to which the excluded costs are related. In addition, Adjusted Net Income (Loss) may differ from similarly titled measures presented by other companies.

BEACON ROOFING SUPPLY, INC.

Adjusted EBITDA^1

(In thousands)

Three Months Ended June 30, Nine Months Ended June 30,

2020 2019 2020 2019

Net income $ (6,725 ) $ 30,987 $ (152,775 ) $ (37,992 )(loss)

Interest 35,360 40,169 105,781 121,800 expense, net

Income taxes^2 46,561 5,178 (44,846 ) (21,032 )

Depreciationand 61,811 69,455 330,512 208,287 amortization^3

Stock-based 3,532 4,637 13,349 12,901 compensation

Acquisition 1,588 5,733 2,605 21,337 costs^4

Businessrestructuring 1,962 1,664 22,589 1,664 costs^5

COVID-19 3,426 - 3,449 - impact^6

Adjusted $ 147,515 $ 157,823 $ 280,664 $ 306,965 EBITDA



Net sales $ 1,792,505 $ 1,924,534 $ 4,926,103 $ 5,075,247

Net margin^7 (0.4 %) 1.6 % (3.1 %) (0.7 %)

AdjustedEBITDA margin^ 8.2 % 8.2 % 5.7 % 6.0 %7

_________________________________

* Adjusted EBITDA is defined as net income excluding the impact of interest expense (net of interest income), income taxes, depreciation and amortization, stock-based compensation, acquisition costs, business restructuring costs, and the direct financial impact of the COVID-19 pandemic. * 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. * Nine months ended June 30, 2020 amount includes the impact of non-cash accelerated intangible asset amortization of $142.6 million related to the write-off of certain trade names in connection with the Rebranding. * Includes selling, general, and administrative costs related to acquisitions such as professional fees, branch integration expenses, travel expenses, employee severance and retention costs, and other personnel expenses. For the nine months ended June 30, 2020, amounts are offset by 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. Other items the Company classifies as acquisition costs are embedded within the other balances reported in the table. * Amounts include accrued estimated costs related to employee benefit plan withdrawals, costs stemming from headcount rationalization efforts, and certain Rebranding costs. Nine months ended June 30, 2020 amount also includes a loss on debt extinguishment of $14.7 million in connection with October 2019 debt refinancing. Other items the Company classifies as business restructuring costs are embedded within the other balances reported in the table. * Mainly composed of severance and other costs directly related to the Company's response to the COVID-19 pandemic. Other items the Company classifies as part of the COVID-19 impact are embedded within the other balances reported in the table. * We define net margin as net income (loss) divided by net sales and Adjusted EBITDA margin as Adjusted EBITDA divided by net sales. We use Adjusted EBITDA to evaluate financial performance, analyze the underlying trends in our business and establish operational goals and forecasts that are used when allocating resources. We expect to compute Adjusted EBITDA consistently using the same methods each period.

We believe that Adjusted EBITDA is a useful measure because it permits investors to better understand changes over comparative periods by providing financial results that are unaffected by certain items that are not indicative of ongoing operating performance.

While we believe Adjusted EBITDA is useful to investors when evaluating our business, it is not prepared and presented in accordance with GAAP, and therefore should be considered supplemental in nature. Adjusted EBITDA should not be considered in isolation or as a substitute for net income, cash flows from operations, or any other items calculated in accordance with GAAP. Adjusted EBITDA may have material limitationsincluding, but not limited to, the exclusion of certain costs without a corresponding reduction of net income for the income generated by the assets to which the excluded costs are related. In addition, Adjusted EBITDA may differ from similarly titled measures presented by other companies.

BEACON ROOFING SUPPLY, INC.

Adjusted Operating Expense^1

(In thousands)

Three Months Ended June 30, Nine Months Ended June 30,

2020 2019 2020 2019

Operating expense $ 357,237 $ 398,282 $ 1,271,367 $ 1,185,215

Amortization^2 (44,825 ) (51,724 ) (276,959 ) (155,508 )

Acquisition costs (1,588 ) (5,733 ) (7,887 ) (21,337 )^3

Businessrestructuring (1,069 ) (1,664 ) (1,890 ) (1,664 )costs^4

COVID-19 impact^5 (3,426 ) - (3,449 ) -

Adjusted $ 306,329 $ 339,161 $ 981,182 $ 1,006,706 Operating Expense



Net sales $ 1,792,505 $ 1,924,534 $ 4,926,103 $ 5,075,247

Operating expenseas a % of net 19.9 % 20.7 % 25.8 % 23.4 %sales

AdjustedOperating Expense 17.1 % 17.6 % 19.9 % 19.8 %as a % of netsales

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* Adjusted Operating Expense is defined as operating expense excluding the impact of amortization, acquisition costs, business restructuring costs, and the direct financial impact of the COVID-19 pandemic. * Nine months ended June 30, 2020 amount includes the impact of non-cash accelerated intangible asset amortization of $142.6 million related to the write-off of certain trade names in connection with the Rebranding. * Mainly composed of professional fees, branch integration expenses, travel expenses, employee severance and retention costs, and other personnel expenses. * Mainly composed of costs stemming from headcount rationalization efforts and certain Rebranding costs. * Mainly composed of severance and other costs directly related to the Company's response to the COVID-19 pandemic. We use Adjusted Operating Expense to evaluate financial performance, analyze the underlying trends in our business and establish operational goals and forecasts that are used when allocating resources. We expect to compute Adjusted Operating Expense consistently using the same methods each period.

We believe that Adjusted Operating Expense is a useful measure because it permits investors to better understand changes over comparative periods by providing financial results that are unaffected by certain items that are not indicative of ongoing operating performance.

While we believe Adjusted Operating Expense is useful to investors when evaluating our business, it is not prepared and presented in accordance with GAAP, and therefore should be considered supplemental in nature. Adjusted Operating Expense should not be considered in isolation or as a substitute for operating expense calculated in accordance with GAAP. Adjusted Operating Expense may have material limitations and may differ from similarly titled measures presented by other companies.

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CONTACT: Brent Rakers, Director Investor Relations Brent.Rakers@becn.com 901-232-2737