Form 11-K BEACON ROOFING SUPPLY For: Dec 31

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 11-K

 

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS

AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 000-50924

 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

BEACON SALES ACQUISITION, INC.

401(K) PROFIT SHARING PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

BEACON ROOFING SUPPLY, INC.

505 Huntmar Park Drive, Suite 300

Herndon, Virginia 20170

 

 

 

 

 

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BEACON SALES ACQUISITION, INC.

401(k) PROFIT SHARING PLAN

 

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

 

AS OF DECEMBER 31, 2021 AND 2020
AND FOR THE YEAR ENDED DECEMBER 31, 2021

 

 

 

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BEACON SALES ACQUISITION, INC. 401(k) PROFIT SHARING PLAN

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

 

TABLE OF CONTENTS

 

	Page
Report of Independent Registered Public Accounting Firm – BDO USA, LLP	1
Financial Statements:	2
Statements of Net Assets Available for Benefits	2
Statement of Changes in Net Assets Available for Benefits	3
Notes to Financial Statements	4
Supplemental Schedule:	8
Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)	8
Exhibit Index	10
Consent of BDO USA, LLP	10
Signature	11

 

 

 

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To Plan Participants and 401(k) Plan Investment Committee

Beacon Sales Acquisition, Inc. 401(k) Profit Sharing Plan

Herndon, Virginia

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the Beacon Sales Acquisition, Inc. 401(k) Profit Sharing Plan (the “Plan”) as of December 31, 2021 and 2020, the related statement of changes in net assets available for benefits for the year ended December 31, 2021, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2021 and 2020, and the changes in net assets available for benefits for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Information

The supplemental information in the accompanying Schedule of Assets (Held at End of Year) as of December 31, 2021 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but included supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ BDO USA, LLP

We have served as the Plan’s auditor since 2015.

 

Grand Rapids, Michigan

June 17, 2022

 

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BEACON SALES ACQUISITION, INC. 401(k) PROFIT SHARING PLAN

Statements of Net Assets Available for Benefits

 

 

	December 31,
	2021				2020
Assets
Investments at fair value:
Mutual funds	$	506,188,751			$	445,165,489
Common/collective trust		21,475,783				21,525,971
Employer securities		6,717,260				5,556,501
Total investments at fair value		534,381,794				472,247,961
Receivables:
Notes receivable from participants		8,683,619				9,451,988
Total receivables		8,683,619				9,451,988
Net assets available for benefits	$	543,065,413			$	481,699,949

 

 

 

See accompanying notes to financial statements

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BEACON SALES ACQUISITION, INC. 401(k) PROFIT SHARING PLAN

Statement of Changes in Net Assets Available for Benefits

 

	Year Ended December 31, 2021
Additions
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments	$	44,172,646
Interest and dividends		28,600,886
Total investment income		72,773,532
Interest income on notes receivable from participants		394,696
Contributions:
Employer		12,582,737
Participant		33,508,533
Rollover		2,455,470
Total contributions		48,546,740
Total additions		121,714,968
Deductions
Deductions from net assets attributed to:
Benefits paid to participants		59,718,737
Administrative expenses		630,767
Total deductions		60,349,504
Net increase		61,365,464
Net assets available for benefits:
Beginning of year		481,699,949
End of year	$	543,065,413

 

 

 

See accompanying notes to financial statements

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BEACON SALES ACQUISITION, INC. 401(k) PROFIT SHARING PLAN

Notes to Financial Statements

1. Description of Plan

The following description of Beacon Sales Acquisition, Inc. 401(k) Profit Sharing Plan (the “Plan”) provides only general information. Participants should refer to the Plan Document, including the Adoption Agreement, for more complete information. The Plan Sponsor is Beacon Sales Acquisition, Inc. (the “Company”).

 

General – The Plan is a defined contribution plan covering all non-union employees of the Company who have completed ninety (90) days of service with the Company and are age twenty-one (21) or older. Eligible participants are automatically enrolled in the Plan once they have attained 21 years of age and have completed 90 days of service unless they affirmatively decline to participate. Employees covered by a collective bargaining agreement are generally excluded from participation. All employees who are non-resident aliens are also excluded from participation. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

 

Contributions – Each year, participants may contribute up to one hundred percent (100%) of their pre-tax or after-tax annual compensation as defined in the Plan, subject to Internal Revenue Code (“IRC”) limitations ($19,500 for 2021). Individuals who are age fifty (50) or older, and who contribute the maximum federal limit, are eligible to make an additional contribution called a “catch-up contribution.” The allowed maximum catch-up contribution for 2021 was $6,500. The Plan has an automatic enrollment feature; if automatically enrolled, a participant’s deferral is set at 6% of eligible compensation until changed by the participant, or the participant elects not to participate in the Plan. Participants may also contribute amounts representing rollover distributions from other qualified plans.

 

All Company contributions are determined at the discretion of the Company’s board of directors. For the year ended December 31, 2021, the Company made matching contributions equal to fifty percent (50%) of the first 6% of a participant’s elective contribution based on pre-tax or after-tax eligible compensation. There were no profit-sharing contributions for the year ended December 31, 2021.

 

Participant Accounts – Each participant’s account is credited with the participant’s contributions and allocations of a) the Company’s contributions, b) Plan earnings, and c) Plan expenses. Allocations are based upon participant compensation, contributions and/or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

Investment Options – Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan offers thirty (30) mutual funds, one (1) common/collective trust, and the common stock of the Company as investment options. The investment options offered by the Plan provide for a range of investment objectives, including growth, growth and income, and income and capital stability. The Plan includes provisions for voting shares of Company common stock. Participants may invest up to a limit of 15% of their account balance in Company common stock.

 

Vesting – Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company’s contributed portion of their accounts, plus the earnings thereon, is based on years of service. A participant is one hundred percent (100%) vested in both the discretionary profit-sharing and matching Company contributions after six (6) years of credited service (minimum 1,000 hours per Plan year). Vesting is accelerated upon termination due to early or normal retirement, death or disability. The following represents the vesting schedules for both the discretionary profit-sharing and matching Company contributions as of December 31, 2021:

Years of Service		Vested Percentage
Less than two (2) years			0	%
Two (2) years			20	%
Three (3) years			40	%
Four (4) years			60	%
Five (5) years			80	%
Six (6) years			100	%

For additional information, see Note 8—Subsequent Events.

 

Notes Receivable from Participants – Participants may borrow from their accounts a minimum of $1,000, up to a maximum equal to the lesser of $50,000 (reduced by the highest outstanding balance of any prior loans from the Plan during the prior one-year period), or fifty percent (50%) of their vested account balance. For the year ended December 31, 2021, the interest rates charged on participant loans

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ranged from 3.25% to 9.25%. Principal and interest amounts are paid through payroll deductions. Participants are charged a fee when taking out a loan. For the year ended December 31, 2021, there were fees of $49,725 charged to loan recipients, which are included in administrative expenses on the statement of changes in net assets available for benefits.

 

Payment of Benefits – Benefits are payable in a lump sum or partial distributions upon separation from service, death or disability. Partial distributions are allowed but limited to two per calendar year with a minimum amount of $5,000 per distribution. In-service distributions are available for hardship, or attainment of age 59½. In any event, payment of benefits must commence at the later of when the participant reaches age 70½ or termination of employment (except benefit payments must commence at age 70½ if the participant owns 5% or more of the Company’s outstanding stock). Required minimum distributions (RMD) distributed after December 31, 2019 will follow the new RMD age rules. Participants with a date of birth prior to June 30, 1949 are subject to beginning their RMD at age 70½. Participants with a date of birth of July 1,1949 or later are subject to begin their RMD by 72. Participants may also receive distributions from rollovers of prior qualified plans.

 

The Plan also provides for involuntary distribution of account balances for terminated participants with account balances of less than $1,000. Participant accounts of terminated participants with balances between $1,000 and $5,000 are automatically rolled into an individual retirement account (“IRA”) if the participant does not elect payment.

 

On February 10, 2021, the Company completed the sale of its interior products and insulation businesses to Foundation Building Materials Holding Company LLC. Upon the date of the sale, the Plan participants affected became 100% vested in their participant accounts. All affected participants were allowed the option to roll over their accounts to the Foundation Building Materials 401(k) Profit Sharing Plan and Trust (“FBM 401k Plan”). Affected participants who had outstanding loans and chose to roll their loans over to the FBM 401k Plan were required to roll their account balances over as collateral. American Funds Service Company (American Funds) coordinated a one-time bulk transfer of these participants’ accounts, which resulted in $5,646,820 being transferred from the Plan to the FBM 401k Plan’s custodian, Charles Schwab & Co., Inc., which is included in benefits paid to participants on the accompanying statement of changes in net assets available for benefits for the year ended December 31, 2021.

 

Forfeitures – Forfeitures of the non-vested portion of participant accounts will be first used to reduce Company matching contributions and then discretionary profit-sharing contributions. Total forfeitures of $795,933 were used to reduce Company matching contributions for the year ended December 31, 2021. As of December 31, 2021 and 2020, the balances in the forfeitures account totaled $1,009,882 and $737,125, respectively.

 

Administrative Expenses – Expenses incurred in the administration of the Plan are paid directly by the Company, except those relating to recordkeeping fees on the participant loans and processing fees for certain benefit payments that are allocated to the respective individual participants’ accounts.

2. Summary of Significant Accounting Policies

Basis of Accounting – The financial statements and accompanying footnotes were prepared on the accrual basis of accounting in conformity with United States generally accepted accounting principles (“GAAP”). The Company has elected to file these financial statements with the Securities and Exchange Commission prepared in conformity with guidelines issued under ERISA, as amended.

 

Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes and supplemental schedule. Actual results could differ from those estimates.

 

Investments – Investments held by the Plan are stated at fair value. Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date (an exit price). See Note 3 for discussion of fair value measurements.

 

Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

 

Notes Receivable from Participant Accounts – Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as distributions based upon the terms of the Plan document.

 

Payment of Benefits – Benefits are recorded when paid.

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3. Fair Value Measurements

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting guidance establishes a defined three-tier hierarchy to classify and disclose the fair value of assets and liabilities on both the date of their initial measurement as well as all subsequent periods. The fair value hierarchy prioritizes the inputs used to measure fair value by the lowest level of input that is available and significant to the fair value measurement. The three levels are described as follows:

 

The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level of classification as of each reporting period.

 

The following is a description of the valuation methods used for Plan assets measured at fair value as of December 31, 2021 and 2020. There were no changes in the valuation methods used as of December 31, 2021 or 2020.

 

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methods or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets carried at fair value as of December 31, 2021 and 2020:

	Assets at Fair Value as of December 31, 2021
	Level 1				Level 2				Level 3				Other1				Total
Mutual funds	$	506,188,751			$	-			$	-			$	-			$	506,188,751
Employer securities		6,717,260				-				-				-				6,717,260
Common/collective trust		-				-				-				21,475,783				21,475,783
Total investments at fair value	$	512,906,011			$	-			$	-			$	21,475,783			$	534,381,794
	Assets at Fair Value as of December 31, 2020
	Level 1				Level 2				Level 3				Other1				Total
Mutual funds	$	445,165,489			$	-			$	-			$	-			$	445,165,489
Employer securities		5,556,501				-				-				-				5,556,501
Common/collective trust		-				-				-				21,525,971				21,525,971
Total investments at fair value	$	450,721,990			$	-			$	-			$	21,525,971			$	472,247,961

 

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______________________________________

4. Related Party and Party-in-Interest Transactions

The Company pays certain administrative expenses of the Plan. In addition, certain expenses are paid using the remaining balance from a former revenue sharing arrangement and are included in administrative expenses on the statement of changes in net assets available for benefits. Total investment advisory and other fees paid out of this revenue sharing arrangement were $62,852 for the year ended December 31, 2021. The total allocated to participants out of this revenue sharing arrangement was $0 for the year ended December 31, 2021.

 

The Plan holds shares of mutual funds managed by American Funds. Empower Retirement, LLC is the record keeper and Capital Bank & Trust Company (CB&T) is the trustee. CB&T and American Funds are affiliated entities. The Plan also invests in the common stock of the Company. These transactions qualify as party-in-interest transactions; however, they are exempt from the prohibited transactions rules under ERISA. Notes receivable from participants are also considered party-in-interest transactions.

5. Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become fully vested in their accounts.

6. Tax Status

The underlying non-standardized prototype plan has received an opinion letter from the Internal Revenue Service (IRS) dated June 30, 2020, stating that the form of the plan is qualified under Section 401(a) of the IRC, and therefore, the related trust is tax exempt. The Plan Sponsor has determined that it is eligible to and has chosen to rely on the current IRS prototype plan opinion letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. The Plan Sponsor has indicated that it will take the necessary steps, if any, to bring the Plan’s operations into compliance with the Code.

 

GAAP requires plan management to evaluate uncertain tax positions taken by defined contribution plans. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

7. Risks and Uncertainties

The Plan and its participants invest in various investment securities. Investment securities are exposed to various risks such as interest rate, market volatility and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

8. Subsequent Events

The Plan evaluated subsequent events from December 31, 2021 through June 17, 2022, the date these financial statements were available to be issued.

 

In January 2022 the Plan was restated, consistent with the normal six-year IRS restatement schedule. The Plan, as restated, includes an amendment to the vesting schedules for the discretionary profit-sharing and matching Company contributions. Effective beginning January 1, 2022, a participant will be one hundred percent (100%) vested in both the discretionary profit-sharing and matching Company contributions after three (3) years of credited service, and amounts will be one-third vested per year, as illustrated in the following table:

Years of Service		Vested Percentage
Less than one (1) year			0	%
One (1) year			33	%
Two (2) years			66	%
Three (3) years			100	%

 

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SUPPLEMENTAL SCHEDULE

 

BEACON SALES ACQUISITION, INC. 401(k) PROFIT SHARING PLAN

PLAN: 001

EIN: 36-4173366

Schedule H, Line 4(i) -

Schedule of Assets (Held at End of Year)

December 31, 2021

(a)		(b)		(c)						(e)
		Identity of issuer, borrower, lessor or similar party		Description of investment						Current value
		Mutual Funds:
*		AMERICAN FUNDS GROWTH FUND OF AMER R6			869,582			Shares		$	64,662,135
*		AMERICAN FUNDS 2030 TARGET DATE FUND R6			2,677,957			Shares			47,855,092
*		AMERICAN FUNDS 2035 TARGET DATE FUND R6			2,268,718			Shares			44,512,250
*		AMERICAN FUNDS 2040 TARGET DATE FUND R6			2,095,654			Shares			43,421,950
*		AMERICAN FUNDS 2025 TARGET DATE FUND R6			2,513,505			Shares			40,643,368
*		AMERICAN FUNDS 2045 TARGET DATE FUND R6			1,881,962			Shares			40,161,064
*		AMERICAN FUNDS 2050 TARGET DATE FUND R6			1,413,792			Shares			29,816,872
*		AMERICAN FUNDS FUNDAMENTAL INVESTORS R6			380,922			Shares			28,934,873
*		AMERICAN FUNDS 2055 TARGET DATE FUND R6			709,673			Shares			18,870,195
*		AMERICAN FUNDS CAPITAL INC BLDR R6			267,690			Shares			18,775,752
*		AMERICAN FUNDS 2020 TARGET DATE FUND R6			1,114,783			Shares			15,963,689
		VANGUARD SMALL CAP INDEX FUND - ADMIRAL			139,866			Shares			15,157,226
*		AMERICAN FUNDS NEW PERSPECTIVE R6			226,356			Shares			15,041,377
		VANGUARD LARGE CAP INDEX ADM			126,931			Shares			14,131,246
		VANGUARD MID CAP INDEX ADM			43,276			Shares			13,651,824
*		AMERICAN FUNDS EUROPACIFIC GR R6			196,204			Shares			12,700,277
*		AMERICAN FUNDS 2060 TARGET DATE FUND R6			483,599			Shares			8,646,750
		WESTERN ASSET CORE BOND IS			478,656			Shares			6,275,181
		INVESCO SMALL CAP VALUE R6			276,798			Shares			5,527,656
*		AMERICAN FUNDS WASHINGTON MUTUAL R6			71,544			Shares			4,329,151
*		AMERICAN FUNDS NEW WORLD R6			37,244			Shares			3,201,834
		ISHARES U.S. AGGREGATE BOND INDEX K			258,937			Shares			2,716,245
		FIDELITY GLOBAL EX US INDEX			142,591			Shares			2,180,215
		PGIM HIGH-YIELD R6			375,372			Shares			2,060,792
*		AMERICAN FUNDS 2015 TARGET DATE FUND R6			144,843			Shares			1,897,445
		PIMCO REAL RETURN INSTL			112,432			Shares			1,385,160
		INVESCO GLOBAL REAL ESTATE R6			97,830			Shares			1,242,447
		PIMCO INT BOND (UNHEDGED) INST			86,569			Shares			830,197
*		AMERICAN FUNDS 2065 TARGET DATE FUND R6			47,820			Shares			806,722
*		AMERICAN FUNDS 2010 TARGET DATE FUND R6			63,845			Shares			789,766
										$	506,188,751

 

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		Employer Securities:
*		Beacon Roofing Supply, Inc. Common Stock			117,127			Shares			6,717,260
		Common/Collective Trust:
		RelianceMetLife GAC Series 25157 Cls 0			102,110			Units			21,475,783
*		Participant loans		Interest rates ranging from 3.25% to 9.25%							8,683,619
										$	543,065,413

________________________________________

* Party-in-interest as defined by ERISA.

Column (d) for cost information has been omitted as all investments are participant-directed.

 

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EXHIBIT INDEX

 

Exhibit No.
23.1		Consent of BDO USA, LLP

 

 

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SIGNATURE

 

The Plan. Pursuant to the requirements of the Securities and Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		BEACON SALES ACQUISITION, INC.
		401(k) PROFIT SHARING PLAN
Date: June 17, 2022		/s/ FRANK A. LONEGRO
	By:	Frank A. Lonegro
		Executive Vice President & Chief Financial Officer

 

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Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

Beacon Sales Acquisition, Inc. 401(k) Profit Sharing Plan

Herndon, Virginia

 

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (333-128379) of Beacon Roofing Supply, Inc. of our report dated June 17, 2022, relating to the financial statements and supplemental schedule of Beacon Sales Acquisition, Inc. 401(k) Profit Sharing Plan which appear in this Form 11-K for the year ended December 31, 2021.

 

/s/ BDO USA, LLP

 

Grand Rapids, Michigan

June 17, 2022

 

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