false000112494100011249412023-11-022023-11-02

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): November 2, 2023
BEACON ROOFING SUPPLY, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware000-5092436-4173371
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
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)
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par valueBECNNASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐



Item 2.02    Results of Operations and Financial Condition
On November 2, 2023, Beacon Roofing Supply, Inc. (the “Company”) issued a press release providing information regarding earnings for the quarter ended September 30, 2023. A copy of the press release is attached hereto as Exhibit 99.1.
On November 2, 2023, the Company delivered a presentation as part of the webcast for the earnings conference call for the quarter ended September 30, 2023. A copy of the presentation is attached hereto as Exhibit 99.2.
The information including Exhibit 99.1 and Exhibit 99.2 in Item 2.02 of 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
Exhibit Index
Exhibit
Number

Description
99.1

99.2

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).
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: November 2, 2023

By:/s/ FRANK A. LONEGRO
 

  
Frank A. Lonegro
  

  
Executive Vice President & Chief Financial Officer


Exhibit 99.1
beaconlogoa.jpg
BEACON REPORTS THIRD QUARTER 2023 RESULTS
Execution on Ambition 2025 growth initiatives drove record top line
Disciplined pricing combined with operating leverage benefits generated strong third quarter profitability
Substantial cash flow generation and balance sheet capacity enabled investments in growth and returns
Repurchased and retired all outstanding convertible preferred shares
HERNDON, VA. — (BUSINESS WIRE) — November 2, 2023 — Beacon (Nasdaq: BECN) (the “Company”, “we”, “our”) announced results today for the third quarter ended September 30, 2023.
“Beacon’s third quarter results were outstanding, reflecting our team’s high caliber execution on our Ambition 2025 strategic plan and the power of our business model,” said Julian Francis, Beacon’s President & CEO. “We demonstrated that we have multiple levers of growth and can achieve results in any environment. The vast majority of our market demand is from non-discretionary repair and reroofing and in the third quarter we demonstrated our ability to capitalize on that non-discretionary demand. In addition, we stayed focused on those items within our control including disciplined pricing, labor productivity and working capital management. As a result, we delivered record quarterly net sales, strong net income, our highest Adjusted EBITDA in history and solid cash flow generation. We have deployed a substantial amount of capital on growth projects and returns to shareholders so far in 2023, while remaining well within our target debt leverage range. We built on our track record of value-creating M&A, including a meaningful expansion to our Waterproofing footprint. We’ve continued to add greenfield branch locations to enhance our organic growth potential. And, during the quarter, we repurchased all the outstanding preferred shares as well as approximately $25M worth of common shares, reducing the as-converted share count by more than 13%. As we enter the fourth quarter, our team is well-positioned to build on our momentum to deliver superior value to our customers, shareholders, employees and communities and deliver on Ambition 2025.”
Third Quarter Financial Highlights
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
(Unaudited; $ in millions, except per share amounts)
Net sales$2,584.3 $2,415.2 $6,820.3 $6,460.3 
Gross profit$672.6 $630.2 $1,750.7 $1,719.9 
Gross margin %26.0 %26.1 %25.7 %26.6 %
Operating expense$418.8 $398.8 $1,202.0 $1,142.8 
% of net sales16.2 %16.5 %17.6 %17.7 %
Adjusted Operating Expense1
$395.2 $373.7 $1,129.6 $1,066.5 
% of net sales1
15.3 %15.5 %16.6 %16.5 %
Net income (loss)$161.3 $154.8 $339.9 $385.1 
% of net sales6.3 %6.4 %4.9 %6.0 %
Adjusted Net Income (Loss)1
$180.0 $174.5 $396.7 $444.7 
% of net sales1
7.0 %7.2 %5.8 %6.9 %
Adjusted EBITDA1
$309.6 $284.2 $712.9 $731.4 
% of net sales1
12.0 %11.8 %10.5 %11.3 %
1.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.



Third Quarter
Net sales increased 7.0% (8.7% on a per-day basis) compared to the prior year to $2.58 billion, a Company record for quarterly net sales. The increase in net sales was largely driven by the contributions of acquired branches and greenfields over the last four quarters. Additionally, estimated organic volumes (including greenfields) increased approximately 1-2% (3-4% on a per-day basis) and weighted-average selling price increased approximately 0-1%.
Residential roofing product sales increased 13.6% (15.4% on a per-day basis), non-residential roofing product sales decreased 7.6% (6.2% on a per-day basis), and complementary product sales increased 12.7% (14.5% on a per-day basis) compared to the prior year. The increase in residential roofing product sales was primarily due to higher volumes. The increase in complementary product sales was largely due to the November 2022 acquisition of Coastal Construction Products. The three-month periods ended September 30, 2023 and 2022 had 63 and 64 business days, respectively.
Gross margin decreased slightly to 26.0%, from 26.1% in the prior year, as higher product costs offset higher average selling prices for our products. The increases in operating expense and Adjusted Operating Expense were attributable to acquired branches and greenfields. Excluding these impacts, operating expense from existing branches decreased by approximately 3.3%, or $13.2 million. The comparative decrease was related to a decrease in payroll and benefits costs, primarily due to lower incentive compensation, and decreases in selling, general and administrative expenses. On a consolidated basis, both operating expense as a percent of sales and Adjusted Operating Expense as a percent of sales were comparatively lower in the third quarter of 2023, driven by higher sales combined with cost management.
Net income (loss) was $161.3 million, compared to $154.8 million in the prior year. Adjusted EBITDA was $309.6 million, compared to $284.2 million in the prior year. Third quarter results compared to the prior year period were driven by higher net sales and operating leverage as described above. Net income (loss) per common share (“EPS”) on a diluted basis was $(4.16), compared to $1.95 in the prior year. The negative diluted EPS in 2023 is attributable to the $414.6 million preferred stock repurchase premium, which is included as a component of net income (loss) attributable to common stockholders in calculating EPS. See full reconciliation in the consolidated statements of operations below.
In February 2023, Beacon announced an increase in its share repurchase program, pursuant to which the Company may purchase up to $500 million of its common stock (inclusive of the $112 million remaining authorization under the program announced in February 2022). In the third quarter of 2023, the Company repurchased and retired $25.1 million of its common stock on the open market through Rule 10b5-1 repurchase plans. As a result, there were 63.2 million shares of common stock outstanding as of September 30, 2023.
In July 2023, the Company repurchased all 400,000 issued and outstanding shares of its preferred stock from an affiliate of Clayton, Dubilier & Rice, LLC for $805.4 million, including $0.9 million of accrued but unpaid dividends. The aggregate repurchase price and related transaction fees and expenses were financed by a combination of proceeds from a new offering of senior notes, as well as borrowings under our secured credit facility and cash on hand.
Year-to-Date
Net sales increased 5.6% compared to the prior year to $6.82 billion, a Company record for net sales for the first nine months. The increase in net sales was largely driven by the contributions of acquired branches and greenfields over the last four quarters. Additionally, weighted-average selling price increased approximately 3-4%, while estimated organic volumes (including greenfields) decreased approximately 2-3%.
Residential roofing product sales increased 8.3%, non-residential roofing product sales decreased 5.5%, and complementary product sales increased 14.9% compared to the prior year. The increase in complementary product sales was largely due to the November 2022 acquisition of Coastal Construction Products. The nine-month periods ended September 30, 2023 and 2022 each had 191 business days.
Gross margin decreased to 25.7%, from 26.6% in the prior year, as higher product costs more than offset higher average selling prices for our products. The increases in operating expense and Adjusted Operating Expense were largely from acquired branches and greenfields. Excluding these impacts, operating expense from existing branches decreased by approximately 2.3%, or $26.6 million. The comparative decrease was related to a decrease in payroll and benefits costs, primarily due to lower incentive compensation. On a consolidated basis, operating expense as a percent of sales was slightly lower year-over-year. On a consolidated basis, Adjusted Operating Expense as a percent of sales was slightly higher in 2023, driven by increases in payroll and benefits costs related to additional headcount to support both new and acquired branches and future growth initiatives, as well as by inflation, partially offset by lower incentive compensation.
Net income (loss) was $339.9 million, compared to $385.1 million in the prior year. Adjusted EBITDA was $712.9 million, compared to $731.4 million in the prior year. Results in the first nine months compared to the prior year period were largely driven by the decrease in gross margins and higher operating expenses described above. Diluted EPS was $(1.93), compared to $4.65 in the prior year. The negative diluted EPS in 2023 is attributable to the $414.6 million preferred stock repurchase premium, which is included as a component of net income (loss) attributable to common stockholders in calculating EPS. See full reconciliation in the consolidated statements of operations below.
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In the first nine months of 2023, the Company repurchased and retired $99.9 million of its common stock on the open market through Rule 10b5-1 repurchase plans. As a result, shares of common stock outstanding decreased, net of issuance, to 63.2 million as of September 30, 2023, from 64.2 million as of December 31, 2022. As of September 30, 2023, we had approximately $400 million available for repurchases remaining under the current Repurchase Program.
To calculate approximate weighted average selling price and product cost changes, we review organic U.S. warehouse sales of the same items sold regionally period over period and normalize the data for non-representative outliers. To calculate estimated volumes, we subtract the change in weighted average selling price, as described above, from the total changes in sales, excluding acquisitions and dispositions. As a result, and especially in high inflationary periods, the weighted average selling price and estimated volume changes may not be directly comparable to changes reported in prior periods.
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 2023 Earnings Call
When:
Thursday, November 2, 2023
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. In addition, oral statements made by our directors, officers and employees to the investor and analyst communities, media representatives and others, depending upon their nature, may also constitute forward-looking statements. Forward-looking statements can be identified by the fact that they do not relate strictly to historic or current facts and often use words such as “anticipate,” “estimate,” “expect,” “believe,” “will likely result,” “outlook,” “project” and other words and expressions of similar meaning. Investors are cautioned not to place undue reliance on forward-looking statements. 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 December 31, 2022 and subsequent filings with the U.S. Securities and Exchange Commission. The Company may not succeed in addressing these and other risks. Consequently, all forward-looking statements in this release are qualified by the factors, risks and uncertainties contained therein. 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 building products, including roofing materials and complementary products, such as siding and waterproofing. The Company operates over 500 branches throughout all 50 states in the U.S. and 6 provinces in Canada. Beacon serves an extensive base of nearly 100,000 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
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on the Nasdaq Global Select Market under the ticker symbol BECN. To learn more about Beacon, please visit www.becn.com.
INVESTOR CONTACTMEDIA CONTACT
Binit SanghviJennifer Lewis
VP, Capital Markets and TreasurerVP, Communications and Corporate Social Responsibility
Binit.Sanghvi@becn.comJennifer.Lewis@becn.com
972-369-8005571-752-1048
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BEACON ROOFING SUPPLY, INC.
Consolidated Statements of Operations
(Unaudited; in millions, except per share amounts)
Three Months Ended September 30,Nine Months Ended September 30,
2023% of
Net Sales
2022% of
Net Sales
2023% of
Net Sales
2022% of
Net Sales
Net sales$2,584.3 100.0 %$2,415.2 100.0 %$6,820.3 100.0 %$6,460.3 100.0 %
Cost of products sold1,911.7 74.0 %1,785.0 73.9 %5,069.6 74.3 %4,740.4 73.4 %
Gross profit672.6 26.0 %630.2 26.1 %1,750.7 25.7 %1,719.9 26.6 %
Operating expense:
Selling, general and administrative374.3 14.5 %357.9 14.8 %1,071.3 15.7 %1,022.6 15.8 %
Depreciation23.1 0.9 %19.0 0.8 %65.6 1.0 %55.4 0.9 %
Amortization21.4 0.8 %21.9 0.9 %65.1 0.9 %64.8 1.0 %
Total operating expense418.8 16.2 %398.8 16.5 %1,202.0 17.6 %1,142.8 17.7 %
Income (loss) from operations253.8 9.8 %231.4 9.6 %548.7 8.1 %577.1 8.9 %
Interest expense, financing costs and other35.2 1.3 %22.8 1.0 %89.0 1.4 %58.3 0.9 %
Income (loss) before provision for income taxes218.6 8.5 %208.6 8.6 %459.7 6.7 %518.8 8.0 %
Provision for (benefit from) income taxes57.3 2.2 %53.8 2.2 %119.8 1.8 %133.7 2.0 %
Net income (loss)$161.3 6.3 %$154.8 6.4 %$339.9 4.9 %$385.1 6.0 %
Reconciliation of net income (loss) to net income (loss) attributable to common stockholders:
Net income (loss)$161.3 6.2 %$154.8 6.4 %$339.9 5.0 %$385.1 6.0 %
Dividends on preferred stock(1.9)(0.1)%(6.0)(0.2)%(13.9)(0.2)%(18.0)(0.3)%
Undistributed income allocated to participating securities(7.6)(0.3)%(19.3)(0.8)%(34.3)(0.5)%(26.8)(0.4)%
Repurchase Premium(414.6)(16.0)%— 0.0 %(414.6)(6.1)%— 0.0 %
Net income (loss) attributable to common stockholders$(262.8)(10.2)%$129.5 5.4 %$(122.9)(1.8)%$340.3 5.3 %
Weighted-average common shares outstanding:
Basic63.2 65.0 63.7 67.7 
Diluted63.2 66.4 63.7 69.1 
Net income (loss) per common share:
Basic$(4.16)$1.99 $(1.93)$4.74 
Diluted$(4.16)$1.95 $(1.93)$4.65 

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BEACON ROOFING SUPPLY, INC.
Consolidated Balance Sheets
(Unaudited; in millions)
September 30,December 31,September 30,
202320222022
Assets
Current assets:
Cash and cash equivalents$69.7 $67.7 $84.9 
Accounts receivable, net1,415.7 1,009.1 1,352.5 
Inventories, net1,307.9 1,322.9 1,388.9 
Prepaid expenses and other current assets518.9 417.8 415.3 
Total current assets3,312.2 2,817.5 3,241.6 
Property and equipment, net396.3 337.0 306.2 
Goodwill1,933.6 1,916.3 1,782.7 
Intangibles, net410.5 447.7 361.4 
Operating lease assets483.0 467.6 432.1 
Deferred income taxes, net4.9 9.9 56.4 
Other assets, net12.5 7.5 4.0 
Total assets$6,553.0 $6,003.5 $6,184.4 
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable$1,179.9 $821.0 $1,062.2 
Accrued expenses601.3 448.0 512.9 
Current operating lease liabilities99.2 94.5 89.6 
Current finance lease liabilities21.9 16.1 14.0 
Current portion of long-term debt/obligations10.0 10.0 10.0 
Total current liabilities1,912.3 1,389.6 1,688.7 
Borrowings under revolving lines of credit, net218.3 254.9 246.1 
Long-term debt, net2,193.9 1,606.4 1,608.0 
Other long-term liabilities0.6 0.2 0.1 
Non-current operating lease liabilities395.9 382.1 349.8 
Non-current finance lease liabilities82.3 67.0 60.3 
Total liabilities4,803.3 3,700.2 3,953.0 
Convertible Preferred Stock— 399.2 399.2 
Stockholders' equity:
Common stock0.6 0.6 0.7 
Undesignated preferred stock— — — 
Additional paid-in capital1,220.3 1,187.2 1,133.6 
Retained earnings534.7 728.8 711.6 
Accumulated other comprehensive income (loss)(5.9)(12.5)(13.7)
Total stockholders' equity1,749.7 1,904.1 1,832.2 
Total liabilities and stockholders' equity$6,553.0 $6,003.5 $6,184.4 
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BEACON ROOFING SUPPLY, INC.
Consolidated Statements of Cash Flows
(Unaudited; in millions)
Nine Months Ended September 30,
20232022
Operating Activities
Net income (loss)$339.9 $385.1 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization130.7 120.2 
Stock-based compensation22.2 21.0 
Certain interest expense and other financing costs1.7 3.9 
Gain on sale of fixed assets and other(13.7)(4.3)
Deferred income taxes1.6 0.6 
Changes in operating assets and liabilities:
Accounts receivable(394.4)(500.0)
Inventories37.7 (228.3)
Prepaid expenses and other current assets(89.4)(28.4)
Accounts payable and accrued expenses491.2 305.6 
Other assets and liabilities(1.8)5.8 
Net cash provided by (used in) operating activities525.7 81.2 
Investing Activities
Purchases of property and equipment(85.5)(54.5)
Acquisition of business, net(73.7)(16.5)
Proceeds from the sale of assets15.3 4.5 
Purchases of investments(1.0)— 
Net cash provided by (used in) investing activities(144.9)(66.5)
Financing Activities
Borrowings under revolving lines of credit1,720.0 2,046.4 
Payments under revolving lines of credit(1,757.9)(1,793.9)
Payments under term loan(7.5)(7.5)
Borrowings under senior notes600.0 — 
Payments under equipment financing facilities and finance leases(14.3)(8.2)
Repurchase of convertible preferred stock(805.6)— 
Repurchase and retirement of common stock, net(100.5)(338.1)
Advance payment for equity forward contract— (50.0)
Proceeds from disgorgement of short-swing profits1
5.9 — 
Payment of dividends on Preferred Stock(18.9)(18.0)
Proceeds from issuance of common stock related to equity awards9.7 14.5 
Payment of taxes related to net share settlement of equity awards(3.1)(0.4)
Net cash provided by (used in) financing activities(378.8)(155.2)
Effect of exchange rate changes on cash and cash equivalents— (0.4)
Net increase (decrease) in cash and cash equivalents2.0 (140.9)
Cash and cash equivalents, beginning of period67.7 225.8 
Cash and cash equivalents, end of period$69.7 $84.9 
Supplemental Cash Flow Information
Cash paid during the period for:
Interest$73.1 $52.3 
Income taxes, net of refunds2
$76.2 $113.2 
1.During the nine months ended September 30, 2023, the Company received payments of $5.9 million from a shareholder related to short-swing trading profits disgorged pursuant to Section 16(b) of the Securities Exchange Act of 1934. The payments were recorded to additional paid-in capital on the condensed consolidated balance sheets.
2.Nine months ended September 30, 2022 amount includes $18.6 million related to the transition period from October 1, 2021 to December 31, 2021.
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BEACON ROOFING SUPPLY, INC.
Consolidated Sales by Line of Business
(Unaudited; in millions)
Sales by Line of Business
Three Months Ended September 30,Year-over-Year Change
20232022
Net SalesMix %Net SalesMix %$%
Residential roofing products$1,372.8 53.1 %$1,208.3 50.0 %$164.5 13.6 %
Non-residential roofing products675.2 26.1 %731.1 30.3 %(55.9)(7.6)%
Complementary building products536.3 20.8 %475.8 19.7 %60.5 12.7 %
$2,584.3 100.0 %$2,415.2 100.0 %$169.1 7.0 %
Sales by Business Day1,2
Three Months Ended September 30,Year-over-Year Change
20232022
Net SalesMix %Net SalesMix %$%
Residential roofing products$21.8 53.1 %$18.9 50.0 %$2.9 15.4 %
Non-residential roofing products10.7 26.1 %11.4 30.3 %(0.7)(6.2)%
Complementary building products8.5 20.8 %7.4 19.7 %1.1 14.5 %
$41.0 100.0 %$37.7 100.0 %$3.3 8.7 %
1.The three-month periods ended September 30, 2023 and 2022 had 63 and 64 business days, respectively.
2.Dollar and percentage changes may not recalculate due to rounding.


Sales by Line of Business
Nine Months Ended September 30,Year-over-Year Change
20232022
Net SalesMix %Net SalesMix %$%
Residential roofing products$3,521.5 51.6 %$3,250.9 50.3 %$270.6 8.3 %
Non-residential roofing products1,796.2 26.4 %1,901.5 29.4 %(105.3)(5.5)%
Complementary building products1,502.6 22.0 %1,307.9 20.3 %194.7 14.9 %
$6,820.3 100.0 %$6,460.3 100.0 %$360.0 5.6 %
Sales by Business Day1,2
Nine Months Ended September 30,Year-over-Year Change
20232022
Net SalesMix %Net SalesMix %$%
Residential roofing products$18.4 51.6 %$17.0 50.3 %$1.4 8.3 %
Non-residential roofing products9.4 26.4 %10.0 29.4 %(0.6)(5.5)%
Complementary building products7.9 22.0 %6.8 20.3 %1.1 14.9 %
$35.7 100.0 %$33.8 100.0 %$1.9 5.6 %
1.The nine-month periods ended September 30, 2023 and 2022 each had 191 business days.
2.Dollar and percentage changes may not recalculate due to rounding.
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BEACON ROOFING SUPPLY, INC.
Non-GAAP Financial Measures
(Unaudited; in millions)
Non-GAAP Financial Measures
To provide investors with additional information regarding our financial results, we prepare certain financial measures that are not calculated in accordance with GAAP, specifically:
Adjusted Operating Expense. We define Adjusted Operating Expense as operating expense, excluding the impact of the adjusting items (as described below).
Adjusted Net Income (Loss). We define Adjusted Net Income (Loss) as net income (loss), excluding the impact of the adjusting items (as described below).
Adjusted EBITDA. We define Adjusted EBITDA as net income (loss), excluding the impact of interest expense (net of interest income), income taxes, depreciation and amortization, stock-based compensation, and the adjusting items (as described below).
We use these supplemental non-GAAP measures 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 our non-GAAP financial measures consistently using the same methods each period.
We believe these non-GAAP measures are useful measures because they permit 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 that these non-GAAP measures are useful to investors when evaluating our business, they are not prepared and presented in accordance with GAAP, and therefore should be considered supplemental in nature. These non-GAAP measures should not be considered in isolation or as a substitute for other financial performance measures presented in accordance with GAAP. These non-GAAP financial measures 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 relate. In addition, these non-GAAP financial measures may differ from similarly titled measures presented by other companies.
-9-


BEACON ROOFING SUPPLY, INC.
Non-GAAP Financial Measures (continued)
(Unaudited; in millions)
Adjusting Items to Non-GAAP Financial Measures
The impact of the following expense (income) items is excluded from each of our non-GAAP measures (the “adjusting items”):
Acquisition costs. Represent certain costs related to historical acquisitions, including: amortization of intangible assets; professional fees, branch integration expenses, travel expenses, employee severance and retention costs, and other personnel expenses classified as selling, general and administrative; gains/losses related to changes in fair value of contingent consideration or holdback liabilities; and amortization of debt issuance costs. Acquisition costs are impacted by the timing and size of the acquisitions. We exclude acquisition costs from our non-GAAP financial measures to provide a useful comparison of our operating results to prior periods and to our peer companies because such amounts vary significantly based on the magnitude of the acquisition and do not reflect our core operations.
Restructuring costs. Represent costs stemming from headcount rationalization efforts and certain rebranding costs; impact of divestitures; costs related to changing our fiscal year end; amortization of debt issuance costs; debt refinancing and extinguishment costs; and abandoned lease costs. We exclude restructuring costs from our non-GAAP financial measures, as such items vary significantly based on the magnitude of the restructuring activity and also do not reflect expected future operating expenses. Additionally, these costs do not necessarily provide meaningful insight into the current or past core operations of our business.
COVID-19 impacts. Represent costs directly related to the COVID-19 pandemic. Beginning January 1, 2023, the Company determined COVID-19 impacts should no longer be considered an adjusting item. This change was applied prospectively.
The following table presents the impact and respective location of the adjusting items on our consolidated statements of operations for each of the periods indicated:
Operating ExpenseNon-Operating Expense
SG&A1
AmortizationInterest Expense
Income Taxes2
Total
Three Months Ended September 30, 2023
Acquisition costs$2.2 $21.4 $1.0 $— $24.6 
Restructuring costs— — 0.5 — 0.5 
Total adjusting items$2.2 $21.4 $1.5 $— $25.1 
Three Months Ended September 30, 2022
Acquisition costs$1.6 $21.9 $1.0 $— $24.5 
Restructuring costs1.4 — 0.3 — 1.7 
COVID-19 impacts0.2 — — — 0.2 
Total adjusting items$3.2 $21.9 $1.3 $— $26.4 
Nine Months Ended September 30, 2023
Acquisition costs$5.3 $65.1 $3.0 $— $73.4 
Restructuring costs2.0 — 1.0 — 3.0 
Total adjusting items$7.3 $65.1 $4.0 $— $76.4 
Nine Months Ended September 30, 2022
Acquisition costs$3.8 $64.8 $3.0 $— $71.6 
Restructuring costs6.0 — 0.9 — 6.9 
COVID-19 impacts1.7 — — — 1.7 
Total adjusting items$11.5 $64.8 $3.9 $— $80.2 
1.Selling, general and administrative expense (“SG&A”).
2.For tax impact of adjusting items, see Adjusted Net Income (Loss) table below.
-10-


BEACON ROOFING SUPPLY, INC.
Non-GAAP Financial Measures (continued)
(Unaudited; in millions)
Adjusted Operating Expense
The following table presents a reconciliation of operating expense, the most directly comparable financial measure as measured in accordance with GAAP, to Adjusted Operating Expense for each of the periods indicated:
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Operating expense$418.8 $398.8 $1,202.0 $1,142.8 
Acquisition costs(23.6)(23.5)(70.4)(68.6)
Restructuring costs— (1.4)(2.0)(6.0)
COVID-19 impacts
— (0.2)— (1.7)
Adjusted Operating Expense$395.2 $373.7 $1,129.6 $1,066.5 
Net sales$2,584.3 $2,415.2 $6,820.3 $6,460.3 
Operating expense as % of sales16.2 %16.5 %17.6 %17.7 %
Adjusted Operating Expense as % of sales15.3 %15.5 %16.6 %16.5 %


Adjusted Net Income (Loss)
The following table presents a reconciliation of net income (loss), the most directly comparable financial measure as measured in accordance with GAAP, to Adjusted Net Income (Loss) for each of the periods indicated:
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net income (loss)$161.3 $154.8 $339.9 $385.1 
Adjusting items:
Acquisition costs24.6 24.5 73.4 71.6 
Restructuring costs0.5 1.7 3.0 6.9 
COVID-19 impacts
— 0.2 — 1.7 
Total adjusting items25.1 26.4 76.4 80.2 
Less: tax impact of adjusting items1
(6.4)(6.7)(19.6)(20.6)
Total adjustments, net of tax18.7 19.7 56.8 59.6 
Adjusted Net Income (Loss)$180.0 $174.5 $396.7 $444.7 
Net sales$2,584.3 $2,415.2 $6,820.3 $6,460.3 
Net income (loss) as % of sales6.3 %6.4 %4.9 %6.0 %
Adjusted Net Income (Loss) as % of sales7.0 %7.2 %5.8 %6.9 %
1.Amounts represent tax impact on adjustments that are not included in our income tax provision (benefit) for the periods presented. The tax impact of adjustments for the three months ended September 30, 2023 and 2022 were calculated using a blended effective tax rate of 25.5% and 25.4%, respectively. The tax impact of adjustments for the nine months ended September 30, 2023 and 2022 were calculated using a blended effective tax rate of 25.7% for each period.

-11-


BEACON ROOFING SUPPLY, INC.
Non-GAAP Financial Measures (continued)
(Unaudited; in millions)
Adjusted EBITDA
The following table presents a reconciliation of net income (loss), the most directly comparable financial measure as measured in accordance with GAAP, to Adjusted EBITDA for each of the periods indicated:
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net income (loss)$161.3 $154.8 $339.9 $385.1 
Interest expense, net36.4 23.6 93.0 59.9 
Income taxes57.3 53.8 119.8 133.7 
Depreciation and amortization44.5 40.9 130.7 120.2 
Stock-based compensation7.9 7.9 22.2 21.0 
Acquisition costs1
2.2 1.6 5.3 3.8 
Restructuring costs1
— 1.4 2.0 6.0 
COVID-19 impacts
— 0.2 — 1.7 
Adjusted EBITDA$309.6 $284.2 $712.9 $731.4 
Net sales$2,584.3 $2,415.2 $6,820.3 $6,460.3 
Net income (loss) as % of sales6.3 %6.4 %4.9 %6.0 %
Adjusted EBITDA as % of sales12.0 %11.8 %10.5 %11.3 %
1.Amounts represent adjusting items included in SG&A and other income (expense); remaining adjusting item balances are embedded within the other line item balances reported in this table.
-12-
NOVEMBER 2, 2023 2023 Q3 2023 EARNINGS PRESENTATION Exhibit 99.2


 
becn.com2 Disclosure Notice This presentation 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. In addition, oral statements made by our directors, officers and employees to the investor and analyst communities, media representatives and others, depending upon their nature, may also constitute forward-looking statements. Forward-looking statements can be identified by the fact that they do not relate strictly to historic or current facts and often use words such as “anticipate,” “estimate,” “expect,” “believe,” “will likely result,” “outlook,” “project” and other words and expressions of similar meaning. Investors are cautioned not to place undue reliance on forward-looking statements. 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 December 31, 2022 and subsequent filings with the U.S. Securities and Exchange Commission. The Company may not succeed in addressing these and other risks. Consequently, all forward-looking statements in this presentation are qualified by the factors, risks and uncertainties contained therein. In addition, the forward-looking statements included in this presentation represent the Company's views as of the date of this presentation 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 presentation. This presentation contains references to certain financial measures that are not presented in accordance with United States Generally Accepted Accounting Principles (“GAAP"). The Company uses non-GAAP financial measures to evaluate financial performance, analyze underlying business trends and establish operational goals and forecasts that are used when allocating resources. The Company believes these non-GAAP financial measures permit 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 the Company believes these measures are useful to investors when evaluating performance, they are not prepared and presented in accordance with GAAP, and therefore should be considered supplemental in nature. The Company’s non-GAAP financial measures should not be considered in isolation or as a substitute for other financial performance measures presented in accordance with GAAP. These non-GAAP financial measures 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 relate. In addition, these non-GAAP financial measures may differ from similarly titled measures presented by other companies. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure can be found in the Appendix as well as the Company’s latest Form 8-K, filed with the SEC on November 2, 2023.


 
becn.com3 PRESIDENT & CHIEF EXECUTIVE OFFICER JULIAN FRANCIS


 
becn.com CEO Perspective *Year over year growth percentages adjusted for differences in selling days **Non-GAAP measure; see Appendix for definition and reconciliation Notes: Percentages within the Net Income ($M) and Adjusted EBITDA* ($M) bar charts represent each metric as a % of net sales. All quarterly information and comparisons reflect Continuing Operations. 2.5%1.4% Record quarterly sales driven by Ambition 2025 initiatives • Acquired branches and greenfields drove growth • Disciplined pricing execution, leveraged strong residential R&R Strong net income and record Adj. EBITDA** • Gross margin exceeded expectations • Bottom Quintile Branch initiative & branch productivity yielded benefits Balance sheet provided ability to invest in growth & returns • Inventory management supported sales growth & generated cash • Redeemed all preferred shares & maintained balance sheet capacity Expanded our industry leading waterproofing footprint • Acquired Garvin Construction Products in October 4 6.5%8.3%5.6%1.8% +1.1%+28.0%+11.8%+2.0% 20 26.0 +6.2% 6.1% 6.9% 8.4 12.3 13.0 11.6 7.4% 8.3% 13.0% 11.6%13.0% 11.6% +6.9% +28.8% +7.0% +6.9% +28.8% +7.0% $1,755 $1,875 $2,415 $2,584 Q3'20 Q3'21 Q3'22 Q3'23 Net Sales* ($M) / YoY (%) +6.9% +28.8% 8 7 $155 $175 $161 $180 GAAP Adj. NI Net Income ($M) Q3'22 Q3'23 6.4% 6.2% 7.2 7.0% $284 $310 Q3'22 Q3'23 Adjusted EBITDA** ($M) 11.8% 12.0%


 
becn.com5 • Designed “BUILD BETTER for the Environment” program to drive employee engagement in over 500 branches • Launched Green Hardhat program to enhance safety culture and provide important visibility to new employees and branch visitors Executing on Ambition 2025 Initiatives Ambition 2025 amplifies the resiliency of Beacon’s business model DRIVING OPERATIONAL EXCELLENCE BUILDING A WINNING CULTURE DRIVING ABOVE MARKET GROWTH CREATING SHAREHOLDER VALUE • Branch revitalization & OTC network optimization driving productivity & operating leverage • Bottom Quintile Branch initiative contributed ~$10M to the bottom-line in Q3 YoY • Sales per hour worked at record levels since tracking began in Q1’20 • Acquired 7 branches during Q3, acquisition portfolio delivering better than expected results • Opened 3 greenfields in Q3, increasing customer reach and enhancing service • Digital sales growth +22% Q3 YoY, achieving all-time quarterly high of ~22% of residential sales • Record quarterly net sales and Adjusted EBITDA* • Returned more than $900 million to shareholders YTD in preferred share redemption & stock buybacks • Retained financial flexibility, ample capacity to invest with net debt leverage* below 2.7x as of 9/30 *Non-GAAP measure; see Appendix for definition and reconciliation


 
becn.com6 EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER FRANK LONEGRO


 
becn.com7 Q3 2023 Sales and Mix Net sales per day* up 8.7% • Acquisitions added ~5% to the top-line growth • Investments in greenfield locations delivering top-line results • Average selling prices slightly higher YoY Residential sales per day* up 15.4% • Selling prices higher YoY, solid execution on August price increase • Volumes up LDD YoY, shingle volumes benefited from storm demand • Repair and reroofing continues to offset declines in new construction Non-residential sales per day* down 6.2% • Prices stable YoY and sequentially • Commercial contractor destocking weighed on volumes, tough comparable in the PYQ • Bidding and quoting activity up YoY, project cycle times lengthening Complementary sales per day* up 14.5% • Coastal acquisition accelerating waterproofing performance • Prices stable YoY with exception of lumber • Total siding volumes higher +1.1% $2,415 $2,584 Net Sales* ($M) Q3'22 Q3'23 +8.7% 53% 26% 21% Net Sales Mix Residential Non-residential Complementary $1,208 $731 $476 $1,373 $675 $536 Residential Non-residential Complementary Net Sales by Line of Business* (LOB) ($M) Q3'22 Q3'23 +15.4% -6.2% +14.5% *Percentages adjusted for one less selling day in Q3’23 as compared to Q3’22


 
becn.com8 100 145 137 139 121 148 146 152 144 171 173 156 135 186 186 Sales Per Hour Worked*** (Indexed to Q1’20) *Non-GAAP measure; see Appendix for definition and reconciliation **Quarter ending headcount does not include acquisitions completed in the last four quarters ***Hours worked reflect all company-wide hourly employees, but excludes salaried/commission-based personnel Notes: All quarterly information and comparisons reflect Continuing Operations. Percentages within the bar charts represent each metric as a % of net sales. Q3 2023 Margin and Expense Gross margin -10 bps YoY • August price increase execution better than expected • Price-cost down ~40 bps YoY primarily driven by inventory profit roll-off • Higher residential mix favorable to GM% Adjusted OpEx* 15.3% of sales, +$21M YoY • Focus on productivity showing results, strong OpEx percentage of sales ratio • Greenfield & acquired branches added ~$30M YoY • Inflation in wages, benefits and T&E offset by lower incentive comp YoY • Investments in strategic initiatives continued 6,894 7,303 7,289 7,245 7,149 7,469 7,624 Q1'22 Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Headcount** 25.1% 27.1% 26.1% 26.0% Q3'20 Q3'21 Q3'22 Q3'23 Gross Margin $399 $374 $419 $395 GAAP Adj. OpEx* Operating Expense ($M) Q3'22 Q3'23 15.5% 15.3%16.2%16.5%


 
becn.com9 Strong Balance Sheet, Capacity to Invest Solid Q3 cash flow generation • OCF of $167M, >50% of Adjusted EBITDA • Generated $845M in TTM OCF Balance sheet flexibility provides capacity to return capital to shareholders • Net debt leverage* 2.7x at 9/30 • Ample liquidity of $1.1B Financial flexibility to invest • Investing capex in fleet & facility modernization, growth and efficiency • Acquisition pipeline remains active *Non-GAAP measure; see Appendix for definition and reconciliation **Calculation for these periods include amounts derived from combined operations – see Appendix for further detail ***Maturities shown as of Q3’23; excl impact of debt issuance cost amortization & required $10M annual paydown of 2028 Term Loan $98 $50 ($162) ($25) $268 $320 $101 $257 $167 Q3'21 Q4'21 Q1'22 Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Operating Cash Flow ($M) GAAP $1,389 $1,323 $1,293 $1,353 $1,308 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Net Inventory ($M) 6.1 5.3 4.7 4.8 2.9 2.4 2.1 2.1 2.3 2.5 2.0 2.0 2.1 1.9 2.7 Net Debt Leverage* $600 2023 2024 2025 2026 2027 2028 2029 2030 Q3’23 Debt Maturity by Year ($M)*** ABL Term Loan Secured Notes Unsecured Notes $523 $350 $980 $0 $300 $223 $0 $0 $0


 
PRESIDENT & CHIEF EXECUTIVE OFFICER JULIAN FRANCIS


 
becn.com11 Near term market expectations • Non-discretionary R&R demand will continue to be a tailwind • Residential homebuilder permits and starts continues to indicate improving activity YoY • Non-residential market demand expected to be softer YoY Expect strong finish to the year • October 2023 net sales per day up ~13% YoY • Q4’23 net sales expected to be up 11-13% YoY, including announced acquisitions and lapping the 11/1/22 acquisition of Coastal Construction Products • Q4’23 gross margins expected to be ~25.5% with higher product costs YoY, partially offset by pricing, structural gains from margin enhancing initiatives and higher residential mix • Expect strong Q4 cash flow conversion Increasing 2023 full year Adjusted EBITDA* expectations to $910M – $930M • Focused on customer experience, operational excellence and pricing execution • Greenfield initiative now expected to yield ~25 new branches in 2023 Given current equity valuation, expect to resume share repurchases in Q4 Closing Thoughts * Non-GAAP measure; see Appendix for definition and reconciliation Expect to exceed Ambition 2025 revenue and shareholder return targets in 2023


 


 
APPENDIX


 
becn.com14 Reconciliations: Non-GAAP Financial Measures RESULTS BY QUARTER (CONTINUING OPERATIONS) We define Adjusted Operating Expense as operating expense (as reported on a GAAP basis) excluding the impact of amortization, acquisition costs, restructuring costs, and costs directly related to the COVID-19 pandemic. We define Adjusted EBITDA as net income (loss) from continuing operations excluding the impact of interest expense (net of interest income), income taxes, depreciation and amortization, stock- based compensation, acquisition costs, restructuring costs, and costs directly related to the COVID-19 pandemic. Beginning January 1, 2023, the Company determined that COVID-19 impacts should no longer be considered an adjusting item and the change was applied prospectively. * Three months ended 3/31/2020 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 Company’s rebranding efforts. For additional information see our latest Form 8-K, filed with the SEC on November 2, 2023.


 
becn.com15 NET DEBT LEVERAGE We define Net Debt Leverage as gross total debt less cash, divided by Adjusted EBITDA for the trailing four quarters. * Historical quarterly Adjusted EBITDA totals used in the calculation of Net Debt Leverage are presented on an as-reported basis, therefore the calculations for the periods ended March 31, June 30, and September 30, 2020 are based on Adjusted EBITDA from combined operations (see slide 16 for reconciliations). Beginning with the period ended December 31, 2020, the Company began presenting its Interior Products business as discontinued operations, therefore the calculations of Net Debt Leverage for the periods ended December 31, 2020 and forward are based on Adjusted EBITDA from continuing operations (see slide 14 for reconciliations). Reconciliations: Non-GAAP Financial Measures


 
becn.com16 CERTAIN 2019-2020 RESULTS BY FISCAL QUARTER (COMBINED OPERATIONS) Reconciliations: Non-GAAP Financial Measures ($M) 6/30/2019 9/30/2019 12/31/2019 3/31/2020 6/30/2020 9/30/2020 Net income (loss) 31.0$ 27.4$ (23.4)$ (122.6)$ (6.7)$ 71.9$ Interest expense, net 40.2 38.4 34.7 35.6 35.3 32.7 Income taxes 5.2 20.8 (9.6) (81.8) 46.6 18.1 Depreciation and amortization* 69.4 69.5 63.9 204.9 61.8 60.6 Stock-based compensation 4.6 3.5 5.2 4.7 3.5 3.8 Acquisition costs 5.7 3.8 3.8 (2.8) 1.6 1.8 Restructuring costs 1.7 5.7 19.7 0.9 2.0 1.2 COVID-19 impacts — — — — 3.4 0.8 Adjusted EBITDA (Combined) 157.8$ 169.1$ 94.3$ 38.9$ 147.5$ 190.9$ Three Months Ended This table is presented for purposes of reconciling Adjusted EBITDA amounts utilized in the calculation of Net Debt Leverage for historical periods presented on slide 15. We define Adjusted EBITDA as net income (loss) excluding the impact of interest expense (net of interest income), income taxes, depreciation and amortization, stock-based compensation, acquisition costs, restructuring costs, and costs directly related to the COVID-19 pandemic. * Three months ended 3/31/2020 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 Company’s rebranding efforts.


 
becn.com17 *Composed of Acquisition and Restructuring costs 2023 GUIDANCE: ADJUSTED EBITDA Reconciliations: Non-GAAP Financial Measures ($M) Low High Net income (loss) 421$ 436$ Income taxes 148 153 Interest expense, net Depreciation and amortization Stock-based compensation Adjusting items* Adjusted EBITDA 910$ 930$ Year Ending December 31, 2023 128 174 11 28


 
becn.com18 Ambition 2025 Strategy – Resilient Through the Cycle Accelerating value creation for our customers, employees and shareholders RELENTLESS CUSTOMER FOCUS DRIVING OPERATIONAL EXCELLENCE • Branch Optimization • Beacon OTC® Network Expansion • Continuous Improvement BUILDING A WINNING CULTURE • Winning the Best Talent • Building More in Our Communities • Doing the Right Thing • Values-Based ESG DRIVE ABOVE MARKET GROWTH • Enhanced Customer Experience • Go to Market Strategy • Footprint Expansion • Margin Initiatives • Reset Business Focus • Strong Growth & Margin Trajectory • Cash Flow & Liquidity Support Share Buybacks CREATING SHAREHOLDER VALUE


 
v3.23.3
Cover
Nov. 02, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 02, 2023
Entity Registrant Name BEACON ROOFING SUPPLY, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 000-50924
Entity Tax Identification Number 36-4173371
Entity Address, Address Line One 505 Huntmar Park Drive
Entity Address, Address Line Two Suite 300
Entity Address, City or Town Herndon
Entity Address, State or Province VA
Entity Address, Postal Zip Code 20170
City Area Code 571
Local Phone Number 323-3939
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol BECN
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001124941

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