505 Huntmar Park Drive | Suite 300
Herndon, VA 20170
571-323-3939 | www.BECN.com
June 21, 2019
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Manufacturing and Construction
100 F St. NW
Washington, DC 20549
Attn: | Dale Welcome |
Jeanne Baker
Re: | BEACON ROOFING SUPPLY INC. |
Form 10-K for the fiscal year ended September 30, 2018
Filed November 20, 2018
File No. 000-50924
Dear Mr. Welcome and Ms. Baker:
Further to James Mandich’s telephone conversation with Mr. Welcome on June 14, 2019, Beacon Roofing Supply, Inc. (the “Company”) respectfully submits an updated Exhibit A to supplement its initial response to comment No. 1 in the Staff’s April 25, 2019 letter regarding the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2018.
As the Staff has requested, we are providing the Adjusted Net Income (Loss)/Adjusted EPS reconciliation table for the periods presented in our 2018 Form 10-K. As the Staff further requested, we have removed the word “non-recurring” as the predicate to “acquisition costs” in the reconciliation table.
We understand that the Staff does not require anything further from Beacon at this time with regard to the April 25th comment letter. Please contact me or Mr. Mandich if you have further questions or require further information from Beacon.
Sincerely,
|
/s/ JOSEPH M. NOWICKI |
Joseph M. Nowicki |
Executive Vice President & Chief Financial Officer |
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The EXPERIENCE You Want | The SERVICE You Expect | The VALUE You Deserve
EXHIBIT A
Sample Revised Adjusted Net Income (Loss)/Adjusted EPS Disclosure:
Adjusted Net Income (Loss)/Adjusted EPS
The following table presents a reconciliation of net income, the most directly comparable financial measure as measured in accordance with GAAP, to Adjusted Net Income (Loss)/Adjusted EPS for each of the periods indicated (in thousands, except per share amounts):
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1 | The weighted-average share count utilized in the calculation of Adjusted EPS for the years ended September 30, 2018, 2017, and 2016, were 69,191,039, 61,344,263, and 60,418,067, respectively. |
2 | Selling, general, and administrative costs related to acquisitions include items such as professional fees, branch rationalization/integration expenses, travel expenses, employee severance and retention costs, and other personnel expenses. |
3 | Impact of Tax Cuts and Jobs Act of 2017. |
4 | 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 total adjustments for the years ended September 30, 2018, 2017, and 2016 were calculated using an effective tax rate of 28.9%, 38.6%, and 37.9%, respectively. |
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