Unassociated Document
Washington, D.C. 20549


For the Fiscal Year Ended September 30, 2010
For the Transition Period from                                to                                 
Commission File Number 000-50924

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
Address of principal executive offices: One Lakeland Park Drive, Peabody, MA 01960
Registrant's telephone number, including area code: (978) 535-7668
Securities registered pursuant to section 12(b) of the Act:

Title of each class
Common Stock, $.01 par value

Name of each exchange on which registered:
The NASDAQ Global Select Market
Securities registered pursuant to section 12(g) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x  No  ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨  No  x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x  No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  ¨ YES ¨ NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer," “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x
Accelerated filer  ¨
Non-accelerated filer ¨ (do not check if a smaller reporting company)
Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨  No  x
The aggregate market value of the voting stock (common stock) held by non-affiliates of the registrant as of the end of the second quarter ended March 31, 2010 was $852,470,917.
The number of shares of common stock outstanding as of November 1, 2010 was 45,676,520.
The information required by Part III (Items 10, 11, 12, 13 and 14) will be incorporated by reference from the Registrant's definitive proxy statement (to be filed pursuant to Regulation 14A).


Table of Contents

Index to Annual Report
on Form 10-K
Year Ended September 30, 2010

Item 1.
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Item 3.
Legal Proceedings
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6.
Selected Financial Data
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Item 9.
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
Item 15.
Exhibits and Financial Statement Schedules
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 Forward-looking statements
The matters discussed in this Form 10-K that are forward-looking statements are based on current management expectations that involve substantial risks and uncertainties, which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as "aim," "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "project," "should," "will be," "will continue," "will likely result," "would" and other words and terms of similar meaning in conjunction with a discussion of future operating or financial performance. You should read statements that contain these words carefully, because they discuss our future expectations, contain projections of our future results of operations or of our financial position or state other "forward-looking" information.
We believe that it is important to communicate our future expectations to our investors. However, there are events in the future that we are not able to accurately predict or control. The factors listed under Item 1A, Risk Factors, as well as any cautionary language in this Form 10-K, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Although we believe that our expectations are based on reasonable assumptions, actual results may differ materially from those in the forward looking statements as a result of various factors, including, but not limited to, those described under Item 1A, Risk Factors and elsewhere in this Form 10-K.
Forward-looking statements speak only as of the date of this Form 10-K. Except as required under federal securities laws and the rules and regulations of the SEC, we do not have any intention, and do not undertake, to update any forward-looking statements to reflect events or circumstances arising after the date of this Form 10-K, whether as a result of new information, future events or otherwise. As a result of these risks and uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements included in this Form 10-K or that may be made elsewhere from time to time by or on behalf of us. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

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We are one of the largest distributors of residential and non-residential roofing materials in the United States and Canada. We also distribute other complementary building materials, including siding, windows, specialty lumber products and waterproofing systems for residential and nonresidential building exteriors. We currently operate 179 branches in 37 states and 3 Canadian provinces, carrying up to 10,000 SKUs and serving approximately 40,000 customers. We are a leading distributor of roofing materials in key metropolitan markets in the Northeast, Mid-Atlantic, Midwest, Central Plains, South and Southwest regions of the United States and in Eastern Canada.
For the fiscal year ended September 30, 2010, residential roofing products comprised 46% of our sales, non-residential roofing products accounted for 39% of our sales, and siding, waterproofing systems, windows, specialty lumber and other exterior building products provided the remaining 15% of our sales.
We also provide our customers a comprehensive array of value-added services, including:

advice and assistance to contractors throughout the construction process, including product identification, specification and technical support;
job site delivery, rooftop loading and logistical services;
tapered insulation design and layout services;
metal fabrication and related metal roofing design and layout services;
trade credit; and
marketing support, including project leads for contractors.
We believe the additional services we provide strengthen our relationships with our customers and distinguish us from our competition. The vast majority of orders require at least some of these services. Our ability to provide these services efficiently and reliably can save contractors time and money. We also believe that our value-added services enable us to achieve attractive gross profit margins on our product sales. We have earned a reputation for a high level of product availability, excellent employees, professionalism and high-quality service, including timely, accurate and safe delivery of products.
Our diverse customer base represents a significant portion of the residential and non-residential roofing contractors in most of our markets. Reflecting the overall market for roofing products, we sell the majority of our products to roofing contractors that are involved on a local basis in the replacement, or re-roofing, component of the roofing industry. We utilize a branch-based operating model in which branches maintain local customer relationships but benefit from centralized functions such as information technology, accounting, financial reporting, credit, purchasing, legal and tax services. This allows us to provide customers with specialized products and personalized local services tailored to a geographic region, while benefiting from the resources and scale efficiencies of a national distributor.
We have achieved our growth through a combination of sixteen strategic and complementary acquisitions between fiscal years 2000 and 2010, opening new branch locations, acquiring branches and broadening our product offering. We have grown from $224.0 million in sales in fiscal year 2000 to $1.610 billion in sales in fiscal year 2010, which represents a compound annual growth rate of 21.8%.  Our internal growth, which includes growth from existing and newly opened branches but excludes growth from acquired branches, averaged 2.5% per annum over the same period. Acquired branches are excluded from internal growth measures until they have been under our ownership for at least four full fiscal quarters at the start of the reporting period. During this eleven-year period, we opened thirty-five new branch locations (of which we have only closed two), while our same store sales decreased an average of 0.9% per annum. Same store sales are defined as the aggregate sales from branches open for the entire comparable annual periods within the eleven-year period. Income from operations has increased from $10.4 million in fiscal year 2000 to $73.5 million in fiscal year 2010, which represents a compound annual growth rate of 21.6%. We believe that our proven business model can deliver industry-leading growth and operating profit margins.
  In fiscal year 2010, our sales and income from operations declined 7.2% and 32.7%, respectively, over fiscal year 2009. Both of these fiscal years contained 253 business days. We acquired nine new branches and closed two branches during fiscal year 2010.

Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge on our website at www.beaconroofingsupply.com as soon as reasonably practical after we electronically file such reports with, or furnish them to, the Securities and Exchange Commission.

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Our predecessor, Beacon Sales Company, Inc., was founded in Charlestown, Massachusetts (a part of Boston) in 1928. In 1984, when our former Chairman Andrew Logie acquired Beacon Sales Company with other investors, Beacon operated three distribution facilities and generated approximately $16 million in annual revenue. In August 1997, Code, Hennessy & Simmons III, L.P., a Chicago-based private equity fund, and certain members of management, purchased Beacon Sales Company to use it as a platform to acquire leading regional roofing materials distributors throughout the United States and Canada. At the time of the purchase by Code Hennessy and management, Beacon Sales Company operated seven branches in New England and generated approximately $72 million of revenue annually, primarily from the sale of non-residential roofing products. Since 1997, we have made twenty-two strategic and complementary acquisitions. Also since 1997, we have opened a total of thirty-six new branches (of which we have only closed two). We have also expanded our product offerings to offer more residential roofing products and complementary exterior building materials and related services. Our strategic acquisitions, branch expansions, and product line extensions have increased the diversity of both our customer base and local market focus and generated cost savings through increased purchasing power and reduced overhead expenses as a percentage of net sales. We completed an initial public offering ("IPO") and became a public company in September 2004, and completed a follow-on stock offering in December 2005.
We were incorporated in Delaware in 1997. Our principal executive offices are located at One Lakeland Park Drive, Peabody, MA 01960 and our telephone number is (978) 535-7668. Our Internet website address is www.beaconroofingsupply.com.
U.S. Industry Overview
The U.S. roofing market, based upon an early 2010 industry report and based upon manufacturer sales to distributors and others, was estimated to be approximately $15.0 billion in 2009 and is projected to grow 3.6% annually through 2014 to $17.9 billion. We believe this rate of growth is within the range of the stable long-term growth rates in the industry over the past 40 years.
The U.S. roofing market can be separated into two categories: the residential roofing market and the non-residential roofing market. The residential roofing market accounted for approximately 58% of the total U.S. market by unit volume (39% of total dollar demand) in 2009. Through 2014, residential roofing construction in dollars is expected to grow slightly faster than non-residential roofing construction as residential construction is projected to rebound from current low levels.
Traditionally, over 70% of expenditures in the roofing market are for re-roofing projects, with the balance being for new construction. Due to the current slow down in both residential and non-residential new construction, it is estimated that re-roofing represented over 85% of the expenditures for roofing in 2009.  Re-roofing projects are generally considered maintenance and repair expenditures and are less likely than new construction projects to be postponed during periods of recession or slow economic growth. As a result, demand for roofing products is less volatile than overall demand for construction products.
Regional variations in economic activity influence the level of demand for roofing products across the United States. Of particular importance are regional differences in the level of new home construction and renovation, because the residential market for roofing products accounts for approximately 58% of unit demand. Demographic trends, including population growth and migration, contribute to regional variations in residential demand for roofing products through their influence on regional housing starts and existing home sales.
Roofing distributors
Wholesale distribution is the dominant distribution channel for both residential and nonresidential roofing products. Wholesale roofing product distributors serve the important role of facilitating the purchasing relationships between roofing materials manufacturers and thousands of contractors. Wholesale distributors also maintain localized inventories, extend trade credit, give product advice and provide delivery and logistics services.
Despite some recent consolidation, the roofing materials distribution industry remains highly fragmented. The industry is characterized by a large number of small and local regional participants. As a result of their small size, many of these distributors lack the corporate, operating and IT infrastructure required to compete effectively.
Residential roofing market
Within the residential roofing market, the re-roofing market is more than twice the size of the new roofing market, accounting for approximately 90% of the residential roofing unit demand in 2009, compared to a historic rate of about 67%. Over the next five years, new roofing unit demand is expected to increase from 10% of total demand in 2009 to approximately 26% in 2014, indicating a 25% growth rate, while re-roofing demand is expected to remain flat.
Driving the demand for re-roofing is an aging U.S. housing stock. Over 60% of the U.S. housing stock was built prior to 1980, with the median age of U.S. homes being over 35 years. Asphalt shingles dominate the residential roofing market, with an approximate 85% share, and historically have had an expected useful life of 15 to 20 years A number of factors also generate re-roofing demand, including one-time weather damage (such as Hurricane Ike which increased demand in 2008), improvement expenditures and homeowners looking to upgrade their homes. Sales of existing homes can affect re-roofing demand, as some renovation decisions are made by sellers preparing their houses for sale and others are made by new owners within the first year or two of occupancy.

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 Within the new construction portion of the residential roofing market, housing starts together with larger average roof sizes have supported prior growth in new residential roofing demand. Although new housing starts are up slightly in 2010, they declined during 2006 through 2009, and the pace may continue at the lower levels or decline further again in the near future.
Non-residential roofing market
 Demand for roofing products used on non-residential buildings in dollars is forecast to continue to grow at historical rates, but slightly slower than the expected future growth of roofing products used in residential construction. In recent years up until 2009, new non-residential roofing was the fastest-growing portion of the U.S. roofing market. However, more challenging economic conditions, including tighter credit markets, caused a decline in 2009 in new commercial projects and, to a lesser extent, re-roofing projects, and will likely continue to influence expenditures for non-residential roofing in the near term.
 In 2009, re-roofing projects represented approximately 81% of the total non-residential demand. Re-roofing activity tends to be less cyclical than new construction and depends in part upon the types of materials on existing roofs, their expected lifespan and intervening factors such as wind or water damage.
The non-residential roofing market includes an office and commercial market, an industrial market and an institutional market. Office and commercial roofing projects is the single largest component of the non-residential roofing market at 53%. Industrial roofing projects represent 25% of non-residential roofing product sales, while institutional projects and other make up the remaining 22% of non-residential roofing demand.
Complementary building products
Demand for complementary building products such as siding, windows and doors for both the residential and non-residential markets has decreased along with the new residential construction market and the downturn in the economy. Unlike the roofing industry, demand for these products is more discretionary and influenced much greater by the new construction market.
These complementary products also significantly contribute to the overall building products market. The U.S. siding market was approximately $7.8 billion in 2009, while the U.S. window and door industry was approximately $34.9 billion in 2007, the most recent information available to us. Both of these markets have been negatively impacted by the decline in new housing starts in recent years but siding is expected to grow at higher rates than roofing, while windows and doors is expected to grow at a rate slightly below that of the roofing industry over the next several years.
Our Strengths
We believe the sales and earnings growth we have achieved over time has been and will continue to be driven by our primary competitive strengths, which include the following:
National scope combined with regional expertise.     We believe we are the second largest roofing materials distributor in the United States and Canada. We utilize a branch-based operating model in which branches maintain local customer relationships but benefit from centralized functions such as information technology, accounting, financial reporting, credit, purchasing, legal and tax services. This allows us to provide customers with specialized products and personalized local services tailored to a geographic region, while benefiting from the resources and scale efficiencies of a national distributor.
Diversified business model that reduces impact of economic downturns.     We believe that our business is meaningfully protected in an economic downturn because of our high concentration in re-roofing, the relative non-discretionary nature of re-roofing, the mix of our sales between residential and non-residential products, our geographic and customer diversity, and the financial and operational ability we have to expand our business and obtain market share.
Superior customer service.     We believe that our high level of customer service and support differentiates us from our competitors. We employ experienced salespeople who provide advice and assistance in properly identifying products for various applications. We also provide services such as safe and timely job site delivery, logistical support and marketing assistance. We believe that the services provided by our employees improve our customers' efficiency and profitability which, in turn, strengthens our customer relationships.

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Strong platform for growth and acquisition.     Over the period from 1997 through 2010, we have increased revenue at rates well in excess of the growth in the overall roofing materials distribution industry. We have expanded our business through strategic acquisitions, new branch openings, branch acquisitions and the diversification of our product offering. We have successfully acquired companies and, for most of them, improved their financial and operating performance after acquisition.
Sophisticated IT platform.     All of our locations, except for one fabrication facility, operate on the same management information systems. We have made a significant investment in our information systems, which we believe are among the most advanced in the roofing distribution industry. These systems provide us with a consistent platform across all of our operations that help us achieve additional cost reductions, greater operating efficiencies, improved purchasing, pricing and inventory management and a higher level of customer service. Our systems have substantial capacity to handle our future growth without requiring significant additional investment.

Industry-leading management team.     We believe that our key personnel, including branch managers, are among the most experienced in the roofing industry. Our executive officers, regional vice presidents and branch managers have an average of over 11 years of roofing industry experience.

Extensive product offering and strong supplier relationships.     We have a product offering of up to 10,000 SKUs, representing an extensive assortment of high-quality branded products. We believe that our extensive product offering has been a significant factor in attracting and retaining many of our customers. Because of our significant scale, product expertise and reputation in the markets that we serve, we have established strong ties to the major roofing materials manufacturers and are able to achieve substantial volume discounts.
Growth Strategies
Our objective is to become the preferred supplier of roofing and other exterior building product materials in the U.S. and Canadian markets while continuing to increase our revenue base and maximize our profitability. We plan to attain these goals by executing the following strategies:
Expand geographically through new branch openings.     Significant opportunities exist to expand our geographic focus by opening additional branches in existing or contiguous regions. Since 1997, we and our acquired companies have successfully entered numerous markets through greenfield expansion. Our strategy with respect to greenfield opportunities is to typically open branches: (1) within our existing markets; (2) where existing customers have expanded into new markets; or (3) in areas that have limited or no acquisition candidates and are a good fit with our business model. At times, we have acquired small distributors with one to three branches to fill in existing regions.

Pursue acquisitions of regional market-leading roofing materials distributors.     Acquisitions are an important component of our growth strategy. We believe that there are significant opportunities to grow our business through disciplined, strategic acquisitions. With only a few large, well-capitalized competitors in the industry, we believe we can continue to build on our distribution platform by successfully acquiring additional roofing materials distributors. Between 1998 and 2010, we successfully integrated seventeen strategic and complementary acquisitions.

Expand product and service offerings.     We believe that continuing to increase the breadth of our product line and customer services are effective methods of increasing sales to current customers and attracting new customers. We work closely with customers and suppliers to identify new building products and services, including windows, siding, waterproofing systems, insulation and metal fabrication. In addition, we believe we can expand our business by introducing products that we currently only offer in certain of our markets into some of our other markets. We also believe we can expand particular product sales that are stronger in certain of our markets into our markets where those products have not sold as well (e.g., expanding nonresidential roofing sales in markets that sell mostly residential roofing).
Products and Services
The ability to provide a broad range of products is essential in roofing materials distribution. We carry one of the most extensive arrays of high-quality branded products in the industry, enabling us to deliver products to our customers on a timely basis. We are able to fulfill approximately 97% of our warehouse orders through our in-stock inventory as a result of the breadth and depth of our inventory at our branches. Our product portfolio includes residential and non-residential roofing products as well as complementary building products such as siding, windows and specialty lumber products. Our product lines are designed primarily to meet the requirements of both residential and non-residential roofing contractors.

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Product Porfolio
Residential roofing
Non-residential roofing
Complementary building products
Asphalt shingles
Single-ply roofing
Vinyl siding
Vinyl windows
Synthetic slate and tile
Red, white and yellow
Aluminum windows
Clay tile
    cedar siding
Wood windows
Concrete tile
Modified bitumen
Fiber cement siding
Turn-key windows
Built-up roofing
Wood doors
Nail base insulation
Cements and coatings
House wraps
Patio doors
Metal roofing
Insulation—flat stock
Vapor barriers
    and tapered
Stone veneer
Wood shingles and
Commercial fasteners
Metal edges and
 Specialty Lumber
Nails and fasteners
Waterproofing systems
Metal edgings and
Skylights, smoke vents
Building insulation
Red cedar decking
    and roof hatches
Air barrier systems
Mahogany decking
Prefabricated flashings
Sheet metal, including
Pressure treated lumber
Ridges and soffit vents
    copper, aluminum
Fire treated plywood
Gutters and
        and steel
Patio covers
Synthetic decking
Other accessories
PVC trim boards
Other accessories
Custom millwork
The products that we distribute are supplied by the industry's leading manufacturers of high-quality roofing materials and related products, such as Alcoa, BPCO, Carlisle, CertainTeed, Dow, Firestone, GAF/Elk Materials, James Hardie, Johns Manville, Owens Corning, Simonton, Tamko, and Revere Copper.
In the residential market, asphalt shingles comprise the largest share of the products we sell. We believe that we have also developed a specialty niche in the residential roofing market by distributing products such as high-end shingles, copper gutters and metal roofing products, as well as specialty lumber products for residential applications, including redwood, white and red cedar shingles, and red cedar siding. Additionally, we distribute gutters, downspouts, tools, nails, vinyl siding, windows, decking and related exterior shelter products to meet the needs of our residential roofing customers.
In the non-residential market, single-ply roofing systems comprise the largest share of our products. Our single-ply roofing systems consist primarily of Ethylene Propylene Diene Monomer (synthetic rubber), or EPDM, and Thermoplastic Olefin, or TPO, roofing materials and related components. In addition to the broad range of single-ply roofing components, we sell the insulation that is required as part of most non-residential roofing applications. Our insulation products include tapered insulation, which has been a high-growth product line. Our remaining non-residential products include metal roofing and flashings, fasteners, fabrics, coatings, roof drains, modified bitumen, built-up roofing and asphalt.
We emphasize service to our customers. We employ a knowledgeable staff of salespeople. Our sales personnel possess in-depth technical knowledge of roofing materials and applications and are capable of providing advice and assistance to contractors throughout the construction process. In particular, we support our customers with the following value-added services:

advice and assistance throughout the construction process, including product identification, specification and technical support;
job site delivery, rooftop loading and logistical services;
tapered insulation design and layout services;
metal fabrication and related metal roofing design and layout services;
trade credit; and
marketing support, including project leads for contractors.

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Our diverse customer base consists of approximately 40,000 contractors, home builders, building owners, and other resellers primarily in the Southeast, Northeast, Central Plains, Midwest, Southwest and Mid-Atlantic regions of the United States, as well as in Eastern Canada. Our typical customer varies by end market, with relatively small contractors in the residential market and small to large-sized contractors in the non-residential market. To a lesser extent, our customer base includes general contractors, retailers and building materials suppliers.
As evidenced by the fact that a significant number of our customers have relied on us or our predecessors as their vendor of choice for decades, we believe that we have strong customer relationships that our competitors cannot easily displace or replicate. No single customer accounts for more than 1.50% of our revenues.
Sales and Marketing
Sales strategy
Our sales strategy is to provide a comprehensive array of high-quality products and superior value-added services to residential and non-residential roofing contractors reliably, accurately and on time. We fulfill approximately 97% of our warehouse orders through our in-stock inventory as a result of the breadth and depth of our inventory at our local branches. We believe that our focus on providing superior value-added services and our ability to fulfill orders accurately and rapidly enables us to attract and retain customers.
Sales organization
We have attracted and retained an experienced sales force of about 900 people who are responsible for generating revenue at the local branch level. The expertise of our salespeople helps us to increase sales to existing customers and add new customers.
Each of our branches is headed by a branch manager, who also functions as the branch's sales manager. In addition, each branch employs one to four outside salespeople and one to five inside salespeople who report to their branch manager. Branches that focus primarily on the residential market typically staff a larger number of outside salespeople.
The primary responsibilities of our outside salespeople are to prospect for new customers and increase sales to existing customers. One of the ways our outside salespeople accomplish these objectives is by reviewing information from our proprietary LogicTrack software system, which extracts job and bid information from construction reports and other industry news services.  The system extracts information on construction projects in our local markets from those industry services. Once a construction project is identified, our design and estimating team creates job quotes, which, along with pertinent bid and job information, are readily available to our salespeople through LogicTrack.  Our outside salespeople then contact potential customers in an effort to solicit their interest in participating with us in the project.  Throughout this process, LogicTrack maintains a record of quoting activity, due dates, and other data to allow tracking of the projects and efficient follow-up.   By seeking a contractor to "partner" with on a bid, we increase the likelihood that the contractor will purchase their roofing materials and related products from us in the event that the contractor is selected for the project.
To complement our outside sales force, we have built a strong and technically proficient inside sales staff. Our inside sales force is responsible for fielding incoming orders, providing pricing quotations and responding to customer inquiries. Our inside sales force provides vital product expertise to our customers.
In addition to our outside and inside sales forces, we represent certain manufacturers for particular manufacturers' products. Currently, we have developed relationships with Carlisle, Johns Manville, Owens Corning and Firestone on this basis. We currently employ 31 representatives who act as liaisons (on behalf of property owners, architects, specifiers and consultants) between these roofing materials manufacturers and professional contractors.
In order to capitalize on the local customer relationships that we have established and benefit from the brands developed by our regions, we have maintained the trade names of most of the businesses that we have acquired. These trade names, such as Alabama Roofing Supply, Beacon Roofing Supply Canada Company, Beacon Sales Company, Best Distributing Company, Coastal Metal Service, Dealer's Choice, GLACO, Groupe Bedard, Entrepot de la Toiture, JGA Beacon, Lafayette Wood Works, North Coast Commercial Roofing Systems, Mississippi Roofing Supply, Pacific Supply Company, Quality Roofing Supply Company, Roof Depot, RSM Supply, Roofing and Sheet Metal Supply, Shelter Distribution, Southern Roof Center, The Roof Center, West End Roofing Siding and Windows, West End Lumber Company, Independent Building Materials, Phoenix Sales, Louisiana Roofing Supply, Posi-Slope, Posi-Pentes, Lookout Supply Company and Wholesale Roofing Supply—are well-known in the local markets in which the respective branches compete and are associated with the provision of high-quality products and customer service.

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As a supplement to the efforts of our sales force, each of our branches communicates with residential and non-residential contractors in their local markets through newsletters, direct mail and the Internet. In order to build and strengthen relationships with customers and vendors, we sponsor and promote our own regional trade shows, which feature general business and roofing seminars for our customers and product demonstrations by our vendors. In addition, we attend numerous industry trade shows throughout the regions in which we compete, and we are an active member of the National Roofing Contractors Association, as well as regional contractors' associations.
Purchasing and Suppliers
Our status as a leader in our core geographic markets, as well as our reputation in the industry, has allowed us to forge strong relationships with numerous manufacturers of roofing materials and related products, including Alcoa, BPCO, Carlisle, CertainTeed, Dow, Firestone, GAF/Elk Materials, James Hardie, Johns Manville, Owens Corning, Simonton, Tamko and Revere Copper.
We are viewed by our suppliers as a key distributor due to our industry expertise, significant market share in our core geographic markets and the substantial volume of products that we distribute. We have significant relationships with more than 125 suppliers and maintain multiple supplier relationships for each product line.
We manage the procurement of products through our national headquarters and regional offices, allowing us to take advantage of both our scale and local market conditions. We believe this enables us to purchase products more economically than most of our competitors. Product is shipped directly by the manufacturers to our branches or customers.
Our network of 179 branches serves metropolitan areas in 37 states and 3 Canadian provinces. This network has enabled us to effectively and efficiently serve a broad customer base and to achieve a leading market position in each of our core geographic markets.
Our branch-based model provides each location with a significant amount of autonomy to operate within the parameters of our overall business model. Operations at each branch are tailored to meet the local needs of their customers. Depending on market needs, branches carry from about 1,000 to 10,000 SKUs.
Branch managers are responsible for sales, pricing and staffing activities, and have full operational control of customer service and deliveries. We provide our branch managers with significant incentives that allow them to share in the profitability of their respective branches as well as the company as a whole. Personnel at our corporate operations assist the branches with purchasing, procurement, credit services, information systems support, contract management, accounting and legal services, benefits administration and sales and use tax services.
Distribution/fulfillment process
Our distribution/fulfillment process is initiated upon receiving a request for a contract job order or direct product order from a contractor. Under a contract job order, a contractor typically requests roofing or other construction materials and technical support services. The contractor discusses the project's requirements with a salesperson and the salesperson provides a price quotation for the package of products and services. Subsequently, the salesperson processes the order and we deliver the products to the customer's job site.
Our distribution infrastructure supports over 400,000 deliveries annually. To accomplish this, we maintain a dedicated owned fleet of 594 straight trucks, 235 tractors and 388 trailers. Nearly all of our delivery vehicles are equipped with specialized equipment, including 674 truck-mounted forklifts, cranes, hydraulic booms and conveyors, which are necessary to deliver products to rooftop job sites in an efficient and safe manner.
Our branches focus on providing materials to customers who are located within a two-hour radius of their respective facilities. We typically make deliveries five days per week.
Management information systems
We have fully integrated management information systems. Our systems are consistently implemented across our branches and acquired businesses are promptly moved to our system following acquisition. Our systems support every major internal operational function, except payroll, providing complete integration of purchasing, receiving, order processing, shipping, inventory management, sales analysis and accounting. The same databases are shared within the systems, allowing our branches to easily acquire products from other branches or schedule deliveries by other branches, greatly enhancing our customer service. Our systems also include a sophisticated pricing matrix which allows us to refine pricing by region, branch, type of customer, customer, or even a specific customer project. In addition, our systems allow us to monitor all branch and regional performance centrally. We have centralized many functions to leverage our size, including accounts payable, insurance, employee benefits, vendor relations, and banking.

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All of our branches are connected to our IBM AS400 computer network by secure Internet connections or private data lines. We maintain a second IBM AS400 as a disaster recovery system, and information is backed up to this system throughout each business day. We have the capability of electronically switching our domestic operations to the disaster recovery system.
We have created a financial reporting package that allows us to send branches information they can use to compare branch by branch financial performance, which we believe is essential to operating each branch efficiently and more profitably. We have also developed a benchmarking report which enables us to compare all of our branches' performance in 12 critical areas.
We can place purchase orders electronically with some of our major vendors. The vendors then transmit their invoices electronically to us. Our system automatically matches these invoices with the related purchase orders and schedules payment. We have the capability to handle customer processing electronically, although most customers prefer ordering through our sales force.
Government Regulations
We are subject to regulation by various federal, state, provincial and local agencies. These agencies include the Environmental Protection Agency, Department of Transportation, Interstate Commerce Commission, Occupational Safety and Health Administration and Department of Labor and Equal Employment Opportunity Commission. We believe we are in compliance in all material respects with existing applicable statutes and regulations affecting environmental issues and our employment, workplace health and workplace safety practices.
Although we are one of the two largest roofing materials distributors in the United States and Canada, the U.S. roofing supply industry is highly competitive. The vast majority of our competition comes from local and regional roofing supply distributors, and, to a much lesser extent, other building supply distributors and "big box" retailers. Among distributors, we compete against a small number of large distributors and many small, local, privately-owned distributors. The principal competitive factors in our business include, but are not limited to, the availability of materials and supplies; technical product knowledge and expertise; advisory or other service capabilities; pricing of products; and availability of credit. We generally compete on the basis of the quality of our services, product quality, and, to a lesser extent, price. We compete not only for customers within the roofing supply industry but also for personnel.
As of September 30, 2010, we had 2,231 employees, consisting of 655 in sales and marketing, 266 in branch management, including supervisors, 1,001 warehouse workers, helpers and drivers, and 309 general and administrative personnel. We believe that our employee relations are good. Twenty-seven employees are currently represented by labor unions.
Order Backlog
Order backlog is not a material aspect of our business and no material portion of our business is subject to government contracts.
In general, sales and net income are highest during our first, third and fourth fiscal quarters, which represent the peak months of construction, especially in our branches in the northeastern U.S. and in Canada. Our sales are substantially lower during the second quarter, when we usually incur net losses. These quarterly fluctuations have diminished as we have diversified further into the southern regions of the United States.
Geographic Data
For geographic data about our business, please see Note 15 to our Consolidated Financial Statements included elsewhere in this Form 10-K.

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You should carefully consider the risks and uncertainties described below and other information included in this Form 10-K in evaluating us and our business. If any of the events described below occur, our business and financial results could be adversely affected in a material way. This could cause the trading price of our common stock to decline, perhaps significantly.
We may not be able to effectively integrate newly acquired businesses into our operations or achieve expected profitability from our acquisitions.
Our growth strategy includes acquiring other distributors of roofing materials and complementary products. Acquisitions involve numerous risks, including:

unforeseen difficulties in integrating operations, technologies, services, accounting and personnel;
diversion of financial and management resources from existing operations;
unforeseen difficulties related to entering geographic regions where we do not have prior experience;
potential loss of key employees;
unforeseen liabilities associated with businesses acquired; and
inability to generate sufficient revenue to offset acquisition or investment costs.
As a result, if we fail to evaluate and execute acquisitions properly, we might not achieve the anticipated benefits of these acquisitions, and we may incur costs in excess of what we anticipate. These risks may be greater in the case of larger acquisitions.
We may not be able to successfully identify acquisition candidates, which would slow our growth rate.
We continually seek additional acquisition candidates in selected markets and from time to time engage in exploratory discussions with potential candidates. If we are not successful in finding attractive acquisition candidates that we can acquire on satisfactory terms, or if we cannot complete acquisitions that we identify, it is unlikely that we will sustain the historical growth rates of our business.
An inability to obtain the products that we distribute could result in lost revenues and reduced margins and damage relationships with customers.
We distribute roofing and other exterior building materials that are manufactured by a number of major suppliers. Although we believe that our relationships with our suppliers are strong and that we would have access to similar products from competing suppliers should products be unavailable from current sources, any disruption in our sources of supply, particularly of the most commonly sold items, could result in a loss of revenues and reduced margins and damage relationships with customers. Supply shortages may occur as a result of unanticipated demand or production or delivery difficulties. When shortages occur, roofing material suppliers often allocate products among distributors.
Loss of key personnel or our inability to attract and retain new qualified personnel could hurt our ability to operate and grow successfully.
Our future success is highly dependent upon the services of Robert Buck, Chief Executive Officer and Chairman of the Board, Paul Isabella, President and Chief Operating Officer, and David Grace, Chief Financial Officer. Our success will continue to depend to a significant extent on our executive officers and key management personnel, including our regional vice presidents. We do not have key man life insurance covering any of our executive officers. We may not be able to retain our executive officers and key personnel or attract additional qualified management. The loss of any of our executive officers or other key management personnel, or our inability to recruit and retain qualified personnel, could hurt our ability to operate and make it difficult to execute our acquisition and internal growth strategies.
A change in vendor rebates could adversely affect our income and gross margins.
The terms on which we purchase product from many of our vendors entitle us to receive a rebate based on the volume of our purchases. These rebates effectively reduce our costs for products. If market conditions change, vendors may adversely change the terms of some or all of these programs. Although these changes would not affect the net recorded costs of product already purchased, it may lower our gross margins on products we sell or income we realize in future periods.
Cyclicality in our business could result in lower revenues and reduced profitability.
We sell a portion of our products for new residential and non-residential construction. The strength of these markets depends on new housing starts and business investment, which are a function of many factors beyond our control, including credit availability, interest rates, employment levels, and consumer confidence. Downturns in the regions and markets we serve could result in lower revenues and, since many of our expenses are fixed, lower profitability. Although new housing starts are up slightly thus far in 2010, they declined during 2006 through 2009 and the pace may continue at the lower levels or decline again further. Commercial construction activity declined in 2009 and 2010 and could continue to decline. Tougher economic conditions, including tighter availability of commercial credit, contributed to the recent decline in new commercial projects and, to a lesser extent, a decline in re-roofing projects, and may continue to have a negative effect on current and future levels of construction, especially new non-residential construction.

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Seasonality in the construction and re-roofing industry generally results in second quarter losses.
Our second quarter is typically adversely affected by winter construction cycles and weather patterns in colder climates as the level of activity in the new construction and re-roofing markets decreases. Because many of our expenses remain relatively fixed throughout the year, we generally record a loss during our second quarter. We expect that these seasonal variations will continue in the future.
If we encounter difficulties with our management information systems, we could experience problems with inventory, collections, customer service, cost control and business plan execution.
We believe our management information systems are a competitive advantage in maintaining our leadership position in the roofing distribution industry. If we experience problems with our management information systems, we could experience, among other things, product shortages and/or an increase in accounts receivable. Any failure by us to properly maintain our management information systems could adversely impact our ability to attract and serve customers and could cause us to incur higher operating costs and experience delays in the execution of our business plan.
An impairment of goodwill and/or other intangible assets could reduce net income.
Acquisitions frequently result in the recording of goodwill and other intangible assets. At September 30, 2010, goodwill represented approximately 35% of our total assets. Goodwill is not amortized for financial reporting purposes and is subject to impairment testing at least annually using a fair-value based approach.  The identification and measurement of goodwill impairment involves the estimation of the fair value of our reporting units. Our accounting for impairment contains uncertainty because management must use judgment in determining appropriate assumptions to be used in the measurement of fair value. We determine the fair values of our reporting units by using both a market and discounted cash flow approach.
We evaluate the recoverability of goodwill for impairment in between our annual tests when events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. Any impairment of goodwill will reduce net income in the period in which the impairment is recognized.
We might need to raise additional capital, which may not be available, thus limiting our growth prospects.
We may require additional equity or further debt financing in order to consummate an acquisition or for additional working capital for expansion or if we suffer losses. In the event additional equity or debt financing is unavailable to us, we may be unable to expand or make acquisitions and our stock price may decline as a result of the perception that we have more limited growth prospects.

Disruptions in the capital and credit markets may impact the availability of credit and business conditions.

If the financial institutions that have extended credit commitments to us are adversely affected by the conditions of the capital and credit markets, they may become unable to fund borrowings under those credit commitments, which could have an adverse impact on our financial condition and our ability to borrow funds, if needed, for working capital, acquisitions, capital expenditures and other corporate purposes.

Market disruptions could cause broader economic downturns, which may lead to lower demand for our products and increased incidence of customers’ inability to pay their accounts. Additional customer bankruptcies or similar events caused by such broader downturns may result in higher levels of bad debt expense than we have historically experienced. Also, our suppliers may potentially be impacted, causing potential disruptions or delays of product availability. These events would adversely impact our results of operations, cash flows and financial position.

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We lease 186 facilities, including our headquarters and other support facilities, throughout the United States and Eastern Canada. These leased facilities range in size from approximately 750 square feet to 137,000 square feet. In addition, we own thirteen sales/warehouse facilities located in Manchester, New Hampshire; Reading, Pennsylvania; Montreal, Quebec (2); Sainte-Foy, Quebec; Delson, Quebec; Salisbury, Maryland; Hartford, Connecticut; Cranston, Rhode Island; Lancaster, Pennsylvania; Jacksonville, Florida; Easton, Maryland; and Manassas, Virginia. These owned facilities range in size from 11,500 square feet to 68,000 square feet. All of the owned facilities are mortgaged to our senior lenders. We believe that our properties are in good operating condition and adequately serve our current business operations.
As of November 1, 2010, our 179 branches, a few with multiple leased facilities or combined facilities, and 8 other facilities were located in the following states and provinces:

Number of
New Hampshire
New Jersey
New Mexico
New York
North Carolina
Rhode Island
South Carolina
West Virginia
Canadian Provinces
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From time to time, we are involved in lawsuits that are brought against us in the normal course of business. We are not currently a party to any legal proceedings that would be expected, either individually or in the aggregate, to have a material adverse effect on our business or financial condition.

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Our common stock trades on The NASDAQ Global Select Market under the symbol "BECN". The following table lists quarterly information on the price range of our common stock based on the high and low reported sale prices for our common stock as reported by NASDAQ for the periods indicated below:

Year ended September 30, 2009:
First quarter
  $ 14.84     $ 9.72  
Second quarter
  $ 14.99     $ 10.57  
Third quarter
  $ 17.65     $ 13.08  
Fourth quarter
  $ 17.15     $ 14.05  
Year ended September 30, 2010:
First quarter
  $ 16.89     $ 14.31  
Second quarter
  $ 19.31     $ 16.00  
Third quarter
  $ 22.81     $ 18.02  
Fourth quarter
  $ 18.50     $ 13.76  
There were 33 holders of record of our common stock as of November 1, 2010.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
No purchases of our equity securities were made by us or any affiliated entity during the fourth quarter of the year ended September 30, 2010.
Recent Sales of Unregistered Securities
We have not paid cash dividends on our common stock and do not anticipate paying dividends in the foreseeable future. Our board of directors currently intends to retain any future earnings for reinvestment in our business. Our revolving credit facilities currently prohibit the payment of dividends without the prior written consent of our lender. Any future determination to pay dividends will be at the discretion of our board of directors and will be dependent upon our results of operations and cash flows, our financial position and capital requirements, general business conditions, legal, tax, regulatory and any contractual restrictions on the payment of dividends, and any other factors our board of directors deems relevant.

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Performance Graph
The following graph compares the cumulative total shareholder return (including reinvestment of dividends) of Beacon Roofing Supply, Inc.'s common stock based on its market prices, beginning with the start of fiscal year 2006 and each fiscal year thereafter, with (i) the Nasdaq Index and (ii) the S&P 1500 Building Products Index.
The line graph assumes that $100 was invested in our common stock, the Nasdaq Index and the S&P 1500 Building Products Index on September 24, 2005. The closing price of our common stock on September 30, 2010 was $14.57. The stock price performance of Beacon Roofing Supply, Inc.'s common stock depicted in the graph above represents past performance only and is not necessarily indicative of future performance.

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You should read the following selected financial information together with our financial statements and related notes and "Management's discussion and analysis of financial condition and results of operations" also included in this Form 10-K. We have derived the statement of operations data for the years ended September 30, 2010, September 30, 2009 and September 30, 2008, and the balance sheet information at September 30, 2010 and September 30, 2009, from our audited financial statements included in this Form 10-K. We have derived the statements of operations data for the years ended September 30, 2007 and September 30, 2006, and the balance sheet data at September 30, 2008, September 30, 2007 and September 30, 2006, from our audited financial statements not included in this Form 10-K.

Statement of operations data

(Dollars in Thousands)
Fiscal year ended September 30,
(53 weeks)
Net sales
  $ 1,609,969     $ 1,733,967     $ 1,784,495     $ 1,645,785     $ 1,500,637  
Cost of products sold
    1,249,869       1,322,845       1,364,487       1,271,868       1,136,500  
Gross profit
    360,100       411,122       420,008       373,917       364,137  
Operating expenses
    286,583       301,913       325,298       304,109       263,836  
Income from operations
    73,517       109,209       94,710       69,808       100,301  
Interest expense
    (18,210 )     (22,887 )     (25,904 )     (27,434 )     (19,461 )
Income taxes
    (20,781 )     (33,904 )     (28,500 )     (17,095 )     (31,529 )
Net income
  $ 34,526     $ 52,418     $ 40,306     $ 25,279     $ 49,311  
Net income per share
  $ 0.76     $ 1.16     $ 0.91     $ 0.57     $ 1.15  
  $ 0.75     $ 1.15     $ 0.90     $ 0.56     $ 1.12  
Weighted average shares outstanding
    45,480,922       45,007,313       44,346,293       44,083,915       42,903,279  
    46,031,593       45,493,786       44,959,357       44,971,932       44,044,769  
Other financial and operating data:
Depreciation and amortization
  $ 27,773     $ 30,389     $ 34,240     $ 32,863     $ 23,792  
Capital expenditures (excluding acquisitions)
  $ 10,107     $ 13,656     $ 5,739     $ 23,132     $ 19,063  
Number of branches at end of period
    179       172       175       178       155  

Balance sheet data

September 30,
(In Thousands)
Cash and cash equivalents
  $ 117,136     $ 82,742     $ 26,038     $ 6,469     $ 1,847  
Total assets
  $ 1,042,189     $ 1,040,786     $ 1,067,816     $ 1,006,660     $ 839,890  
Borrowings under revolving lines of credit, current portions of long-term debt and other obligations
  $ 15,734     $ 15,092     $ 19,926     $ 34,773     $ 6,657  
Long-term debt, net of current portions:
Borrowings under revolving lines of credit
  $ -     $ -     $ -     $ -     $ 229,752  
Senior notes payable and other obligations
    311,771       322,090       332,500       343,000       69,282  
Other long-term obligations
    11,910       16,257       25,143       31,270       10,610  
    $ 323,681     $ 338,347     $ 357,643     $ 374,270     $ 309,644  
Stockholders' equity
  $ 468,844     $ 423,573     $ 366,701     $ 323,850     $ 291,169  

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The following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Form 10-K. In addition to historical information, the following discussion and other parts of this Form 10-K contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by this forward-looking information due to the factors discussed under "Risk factors," "Forward-looking statements" and elsewhere in this Form 10-K. Certain tabular information will not foot due to rounding.
We are one of the largest distributors of residential and non-residential roofing materials in the United States and Canada. We are also a distributor of other building materials, including siding, windows, specialty lumber products and waterproofing systems for residential and nonresidential building exteriors. We purchase products from a large number of manufacturers and then distribute these goods to a customer base consisting of contractors and, to a lesser extent, general contractors, retailers and building material suppliers.
We carry up to 10,000 SKUs through 179 branches in the United States and Canada. In fiscal year 2010, approximately 93% of our net sales were in the United States. We stock one of the most extensive assortments of high-quality branded products in the industry, enabling us to deliver products to our customers on a timely basis.
Execution of the operating plan at each of our branches drives our financial results. Revenues are impacted by the relative strength of the residential and non-residential roofing markets we serve. We strive for an appropriate mix of residential, non-residential and complementary product sales in all of our regions but allow each of our branches to influence its own marketing plan and mix of products based upon its local market. We differentiate ourselves from the competition by providing customer services, including job site delivery, tapered insulation layouts and design and metal fabrication, and by providing credit. We consider customer relations and our employees' knowledge of roofing and exterior building materials to be important to our ability to increase customer loyalty and maintain customer satisfaction. We invest significant resources in training our employees in sales techniques, management skills and product knowledge. While we consider these attributes important drivers of our business, we continually pay close attention to controlling operating costs.
Our growth strategy includes both internal growth (opening new branches, growing sales with existing customers, adding new customers and introducing new products) and acquisition growth. Our main acquisition strategy is to target market leaders in geographic areas that we presently do not serve. Our April 2007 acquisition of North Coast Commercial Roofing Systems, Inc is an example of this approach. North Coast is a leading distributor of commercial roofing systems and related accessories, based in Twinsburg, Ohio, which had 16 locations in Ohio, Illinois, Indiana, Kentucky, Michigan, New York, Pennsylvania and West Virginia at the time of the acquisition. There was minimal branch overlap with our existing operations. We also have acquired smaller companies to supplement branch openings within an existing region. Our April 2010 acquisition of Louisiana Roofing Supply, a single location distributor of residential and commercial roofing products located in Baton Rouge, Louisiana, which we integrated into our West End Roofing Siding and Windows region in the Southwest, is an example of such an acquisition.
We sell all materials necessary to install, replace and repair residential and non-residential roofs, including:

single-ply roofing;
metal roofing and accessories;
modified bitumen;
built up roofing;
slate and tile;
fasteners, coatings and cements; and
other roofing accessories.
We also sell complementary building products such as:

vinyl siding;
doors, windows and millwork;
wood and fiber cement siding;
residential insulation; and
waterproofing systems.

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The following is a summary of our net sales by product group (in thousands) for the last three full fiscal years. Percentages may not total due to rounding.

Year Ended
September 30, 2010
September 30, 2009
September 30, 2008
Net Sales
Net Sales
Net Sales
Residential roofing products
  $ 745,560       46.3 %   $ 898,796       51.8 %   $ 758,491       42.5 %
Non-residential roofing products
    620,977       38.6 %     598,789       34.5 %     723,742       40.6 %
Complementary building products
    243,432       15.1 %     236,382       13.6 %     302,262       16.9 %
    $ 1,609,969       100.0 %   $ 1,733,967       100.0 %   $ 1,784,495       100.0 %
We have approximately 40,000 customers, none of which represents more than 1.50% of our net sales. Many of our customers are small to mid-size contractors with relatively limited capital resources. We maintain strict credit approval and review policies, which has helped to keep losses from customer receivables within our expectations. For the seven years prior to 2008, bad debts averaged approximately 0.3% of net sales. In 2010, bad debts were slightly lower than normal levels at 0.2% of net sales after we experienced increases to 0.4% and 0.6% of net sales in 2009 and 2008, respectively, which were still within our tolerances in consideration of the tougher economic and credit climate.
Our expenses consist primarily of the cost of products purchased for resale, labor, fleet, occupancy, and selling and administrative expenses. We compete for business and may respond to competitive pressures at times by lowering prices in order to maintain our market share.
Since 1997, we have made twenty-two strategic and complementary acquisitions and opened 36 new branches. We did not open any new branches in 2010. Three new branches were opened in 2009 and one in 2008. We slowed the pace of new branch openings beginning in 2008, mostly as a result of the slowdown in our business experienced since 2007. Typically, when we open a new branch, we transfer a certain level of existing business from an existing branch to the new branch. This allows the new branch to commence with a base business and also allows the existing branch to target other growth opportunities.
In managing our business, we consider all growth, including the opening of new branches, to be internal growth unless it is a result of an acquisition. In our management's discussion and analysis of financial condition and results of operations, when we refer to growth in existing markets, we include growth from existing and newly-opened branches but exclude growth from acquired branches until they have been under our ownership for at least four full fiscal quarters at the start of the reporting period. Our average annual internal sales growth over the six fiscal years since our IPO was 2.1%.
Results of operations
The following discussion compares our results of operations for 2010, 2009 and 2008.
The following table shows, for the periods indicated, information derived from our consolidated statements of operations expressed as a percentage of net sales for the periods presented. Percentages may not total due to rounding.

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Year ended
September 30,
September 30,
September 30,
Net sales
    100.0 %     100.0 %     100.0 %
Cost of products sold
    77.6       76.3       76.5  
Gross profit
    22.4       23.7       23.5  
Operating expenses
    17.8       17.4       18.2  
Income from operations
    4.6       6.3       5.3  
Interest expense
    (1.1 )     (1.3 )     (1.5 )
Income before income taxes
    3.4       5.0       3.9  
Income taxes
    (1.3 )     (2.0 )     (1.6 )
Net income
    2.1 %     3.0 %     2.3 %

2010 compared to 2009
The following table shows a summary of our results of operations for 2010 and 2009, broken down by existing markets and acquired markets.

Existing Markets
Acquired Markets
(in thousands)
Net sales
  $ 1,583,687     $ 1,733,967     $ 26,282     $ -     $ 1,609,969     $ 1,733,967  
Gross profit
    355,000       411,122       5,100       -       360,100       411,122  
Gross margin
    22.4 %     23.7 %     19.4 %             22.4 %     23.7 %
Operating expenses
    280,342       301,913       6,241       -       286,583       301,913  
Operating expenses as a % of net sales
    17.7 %     17.4 %     23.7 %             17.8 %     17.4 %
Operating income
  $ 74,658     $ 109,209     $ (1,141 )   $ -     $ 73,517     $ 109,209  
Operating margin
    4.7 %     6.3 %     -4.3 %             4.6 %     6.3 %
Net Sales
Consolidated net sales decreased $124.0 million, or 7.2%, to $1,610.0 million in 2010 from $1,734.0 million in 2009. Existing market sales decreased $150.3 million or 8.7%, while acquired markets contributed $26.3 million. We attribute the existing market sales decline primarily to the following factors:

a decrease in re-roofing activity in the areas affected by Hurricane Ike in 2009; and
continued general weakness in residential roofing activities in certain other regions;
partially offset by:
recent growth in non-residential roofing activity in most regions; and
a recent resurgence of growth in our complementary product sales.

We acquired nine branches in 2010 and closed two. We estimate that inflation in our product costs had no material impact on product costs in 2010 compared to 2009; however average selling prices were generally lower. We had 253 business days in both 2010 and 2009.  Net sales by geographical region, excluding acquired branches, grew or (declined) as follows: Northeast 2.8%; Mid-Atlantic 7.4%; Southeast (10.4%); Southwest (32.6%); Midwest (9.2%); West (15.2%); and Canada 10.3%. These variations were primarily caused by short-term factors such as local economic conditions, weather conditions and storm activity.

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The product group sales for our existing markets were as follows:
For the Fiscal Years Ended
Existing Markets

(dollars in millions)
Net Sales
Net Sales
Residential roofing products
  $ 736.7       46.5 %   $ 898.8       51.8 %   $ (162.1 )     -18.0 %
Non-residential roofing products
    605.7       38.2 %     598.8       34.5 %     6.9       1.2 %
Complementary building products
    241.3       15.2 %     236.4       13.6 %     4.9       2.1 %
    $ 1,583.7       100.0 %   $ 1,734.0       100.0 %   $ (150.3 )     -8.7 %

For 2010, our acquired markets had product group sales of $8.9, $15.3 and $2.1 million in residential roofing products, non-residential roofing products and complementary building products, respectively. Total 2010 existing market sales of $1,583.7 million plus 2010 sales from acquired markets of $26.3 million equals our reported 2010 sales of $1,610.0 million. Prior year sales by product group are presented in a manner consistent with the current year’s product classifications. We believe the existing market information is useful to investors because it helps explain organic growth or decline.
Gross Profit

(dollars in millions)
Gross profit
  $ 360.1     $ 411.1     $ (51.0 )           -12.4 %
Existing markets
    355.0       411.1       (56.1 )           -13.6 %
Gross margin
    22.4 %     23.7 %             -1.3 %        
Existing markets
    22.4 %     23.7 %             -1.3 %        

Our existing market gross profit decreased $56.1 million or 13.6% in 2010, while our acquired market gross profit contributed $5.1 million.  Our overall and existing market gross margin decreased to 22.4% in 2010 from 23.7% in 2009.  The margin rate decrease in our existing markets resulted primarily from approximately equal impacts generated by a more competitive market and a higher sales mix of non-residential roofing products, which typically have lower gross margins. These negative factors were partially offset by higher 2010 vendor incentive income, primarily from short-term buying programs. We currently expect our fiscal year 2011 overall annual gross margin to range from 22.0% to 23.5%, dependant mostly on product mix.

Direct sales (products shipped by our vendors directly to our customers), which typically have substantially lower gross margins than our warehouse sales, represented 20.3% and 19.0% of our net sales in 2010 and 2009, respectively. The slight increase in the percentage of direct sales was primarily attributable to the higher mix of non-residential roofing product sales. There were no material regional impacts from changes in the direct sales mix of our geographical regions.
Operating Expenses

(dollars in millions)
Operating expenses
  $ 286.6     $ 301.9     $ (15.3 )           -5.1 %
Existing markets
    280.3       301.9       (21.6 )           -7.1 %
Operating expenses as a % of sales
    17.8 %     17.4 %             0.4 %        
Existing markets
    17.7 %     17.4 %             0.3 %        
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Our existing market operating expenses decreased by $21.6 million or 7.1% in 2010 to $280.3 million from $301.9 million in 2009, while our acquired markets incurred $6.3 million in operating expenses. The following factors were the leading causes of our lower operating expenses in our existing markets:
savings of $9.8 million in payroll and related costs, due to a lower employee headcount, lower incentive-based pay, and lower related benefits (including a lower profit-sharing accrual);
savings of $6.9 million in other general & administrative expenses from a reduction in the provision for bad debts of $4.7 million, reduced claim costs in our self-insurance programs and certain cost saving actions;
reduced depreciation and amortization expense of $3.1 million due mostly to lower amortization of intangible assets;
savings of $1.1 million in various selling expenses, such as reduced credit card fees due to the lower sales volume and certain cost saving actions, partially offset by higher fuel costs; and
savings of $0.7 million in warehouse expenses mainly due to lower branch closing costs.

In 2010, we expensed a total of $9.9 million for the amortization of intangible assets recorded under purchase accounting compared to $12.2 million in 2009. Our existing market operating expenses as a percentage of net sales increased to 17.7% in 2010 from 17.4% in 2009 due to the reductions outlined above offset by a larger percentage decline in net sales.
Interest Expense

Interest expense decreased $4.7 million to $18.2 million in 2010 from $22.9 million in 2009. This decrease was primarily due to lower debt and the expiration of certain interest derivatives (see Item 7A) that carried higher interest rates than the rates on our current derivatives and lower variable interest rates on the unhedged components of our debt.  Interest expense would have been $8.9 and $8.3 million less in 2010 and 2009, respectively, without the impact of our derivatives.
Income Taxes

Income tax expense decreased to $20.8 million in 2010 from $33.9 million in 2009 and our effective income tax rate decreased to 37.6% from 39.3% in 2009. The 2010 income tax expense includes benefits from the reversals of certain discrete tax reserves and releases of valuation allowances on certain deferred tax assets totaling $1.4 million and from a higher percentage of Canadian income in 2010 than in 2009. We currently expect our full fiscal year 2011 effective income tax rate to be approximately 39.5%, excluding any future discrete items.
2009 compared to 2008    
Net Sales
Consolidated net sales decreased $50.5 million, or 2.8%, to $1,734.0 million in 2009 from $1,784.5 million in 2008.  For 2009, all of our sales were considered to be from existing market as we did not acquire any branches in 2009 or 2008.  The product group sales for 2009 and 2008 were as follows (percentages may not total due to rounding):

(dollars in millions)
Net Sales
Net Sales
Residential roofing products
  $ 897.4       51.8 %   $ 758.5       42.5 %   $ 138.9       18.3 %
Non-residential roofing products
    599.6       34.6 %     723.7       40.6 %     (124.1 )     -17.1 %
Complementary building products
    237.0       13.7 %     302.3       16.9 %     (65.3 )     -21.6 %
    $ 1,734.0       100.0 %   $ 1,784.5       100.0 %   $ (50.5 )     -2.8 %
Our 2009 sales were affected primarily by the following factors, most of which resulted from tougher economic conditions:

significant decline in non-residential roofing activity;
continued weakness in new residential roofing activity in most markets;
continued weak complementary product sales in most markets; and
six fewer branches for most of the year;
partially offset by the positive impact of:
higher average year-over-year prices, especially in residential roofing products; and
increased re-roofing activity in the areas affected by Hurricane Ike, primarily in our Southwest region.

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We estimate inflation increased 2009 sales by 7-9% over 2008, indicating a drop in volume of 10-12%, mostly in non-residential roofing and complementary product sales. We opened three new branches late in 2009 and closed six branches during the year.  We had 253 business days in both 2009 and 2008.  Net sales by geographical region grew or (declined) as follows: Northeast (12.6%); Mid-Atlantic (9.7%); Southeast 4.3%; Southwest 38.1%; Midwest (14.5%); West (21.6%); and Canada (10.8%). These variations were primarily caused by short-term factors such as local economic conditions and storm activity.
Gross Profit

(dollars in millions)
Gross profit
  $ 411.1     $ 420.0     $ (8.9 )           -2.1 %
Gross margin
    23.7 %     23.5 %             0.2 %        

In 2009, gross profit decreased $8.9 million or 2.1% as compared to 2008, while gross margin increased to 23.7% from 23.5%. The margin rate increase was largely the result of a product mix shift to more residential roofing products, which have substantially higher gross margins than the more competitive non-residential market, partially offset by margin rate pressures from increased competition for fewer orders.  In addition, the benefit of lower weighted-average costs of residential roofing products in comparison to the current prices of those products in the marketplace continued from the fourth quarter of fiscal year 2008 into the first quarter of this year.  This weighted-average cost effect ended during the second quarter of 2009.

Direct sales (products shipped by our vendors directly to our customers), which typically have substantially lower gross margins than our warehouse sales, represented 19.0% and 21.7% of our net sales for 2009 and 2008, respectively. The decrease in the percentage of direct sales was attributable to the lower mix of non-residential roofing product sales. There were no material changes in the direct sales mix of our geographical regions.
Operating Expenses

(dollars in millions)
Operating expenses
  $ 301.9     $ 325.3     $ (23.4 )           -7.2 %
Operating expenses as a % of sales
    17.4 %     18.2 %             -0.8 %        
Our operating expenses decreased by $23.4 million to $301.9 million in 2009 from $325.3 million in 2008. The following factors were the leading causes of our lower operating expenses:

savings of $7.8 million in payroll and related costs, primarily driven by a lower headcount, lower incentive-based pay, and reductions in overtime, partially offset by less favorable medical claims experience;
savings of $6.9 million in selling expenses, primarily from lower transportation costs resulting from lower fuel prices and the lower sales volumes, partially offset by an increase in credit card fees;
reductions of $2.9 million in various general & administrative expenses, mainly from decreases in workmen’s compensation and auto insurance costs;
a reduction of $2.9 million in the provision for bad debts primarily due to collections of aged receivables; and
reduced depreciation and amortization expense of $3.9 million due to lower amortization of intangible assets and the impact of very low capital expenditures in 2008;
partially offset by:
an increase of $0.9 million in warehouse expenses, mostly due to costs associated with the closing of the six branches.

In 2009, we expensed a total of $12.2 million for the amortization of intangible assets recorded under purchase accounting compared to $15.0 million in 2008. Our operating expenses as a percentage of net sales decreased to 17.4% in 2009 from 18.2% in 2008 as we were able to control our variable costs and reduce fixed costs.

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Interest Expense
Interest expense decreased $3.0 million to $22.9 million in 2009 from $25.9 million in 2008. This decrease was primarily due to a continued pay down of debt and lower average interest rates, which affected the unhedged portion of our variable-rate debt.  Interest expense would have been $8.3 and $2.8 million less in 2009 and 2008, respectively, without the impact of our derivatives.
Income Taxes
Income tax expense increased to $33.9 million in 2009 from $28.5 million in 2008. Our 2009 effective income tax rate was 39.3%, compared to our 2008 effective income tax rate of 41.4%. The rate decrease was primarily due to refunds for prior years’ tax credits and favorable state income tax audit results. We also experienced a reduction in our state income tax rate due to a higher apportionment in states with lower income tax rates.
Seasonality and quarterly fluctuations

In general, sales and net income are highest during our first, third and fourth fiscal quarters, which represent the peak months of construction and reroofing, especially in our branches in the northeastern U.S. and in Canada. Our sales are substantially lower during the second quarter, when we historically have incurred low net income levels or net losses.
We generally experience an increase in inventory, accounts receivable and accounts payable during the third and fourth quarters of the year as a result of the seasonality of our business. Our peak borrowing level generally occurs during the third quarter, primarily because accounts payable terms offered by our suppliers typically have due dates in April, May and June, while our peak accounts receivable collections typically occur from June through November. 
We generally experience a slowing of collections of our accounts receivable during our second quarter, mainly due to the inability of some of our customers to conduct their businesses effectively in inclement weather in certain of our regions. We continue to attempt to collect those receivables, which require payment under our standard terms. We do not provide any concessions to our customers during this quarter of the year.
Our vendors are also affected by the seasonality in the industry and are more likely to provide seasonal incentives in our second quarter as a result of the lower level of roofing activity. Also during the second quarter, we generally experience our lowest availability under our senior secured credit facilities, which are asset-based lending facilities.
Certain quarterly financial data
The following table sets forth certain unaudited quarterly data for the fiscal years 2010 and 2009 which, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of this data. Results of any one or more quarters are not necessarily indicative of results for an entire fiscal year or of continuing trends. Totals may not total due to rounding.

Fiscal year 2010
Fiscal year 2009
Qtr 1
Qtr 2
Qtr 3
Qtr 4
Qtr 1
Qtr 2
Qtr 3
Qtr 4
(dollars in millions, except per share data)
Net sales
  $ 367.7     $ 285.4     $ 474.3     $ 482.6     $ 463.3     $ 319.3     $ 463.6     $ 487.7  
Gross profit
    88.3       61.1       104.3       106.4       116.0       74.3       107.8       113.0  
Income (loss) from operations
    18.5       (6.0 )     30.2       30.8       37.7       1.5       33.6       36.5  
Net income (loss)
  $ 7.8     $ (6.5 )   $ 16.3     $ 16.9     $ 18.6     $ (2.4 )   $ 17.2     $ 19.0  
Earnings (loss) per share - basic
  $ 0.17     $ (0.14 )   $ 0.36     $ 0.37     $ 0.42     $ (0.05 )   $ 0.38     $ 0.42  
Earnings (loss) per share - fully diluted
  $ 0.17     $ (0.14 )   $ 0.35     $ 0.37     $ 0.41     $ (0.05 )   $ 0.38     $ 0.42  
Quarterly sales as % of year's sales
    22.8 %     17.7 %     29.5 %     30.0 %     26.7 %     18.4 %     26.7 %     28.1 %
Quarterly gross profit as % of year's gross profit
    24.5 %     17.0 %     29.0 %     29.5 %     28.2 %     18.1 %     26.2 %     27.5 %
Quarterly income (loss) from operations as % of
year's income from operations
    25.2 %     -8.1 %     41.1 %     41.9 %     34.5 %     1.3 %     30.8 %     33.4 %

Impact of inflation
We believe that our results of operations are not materially impacted by moderate changes in the inflation rate. In general, we have been able to pass on price increases from our vendors to our customers in a timely manner.  Inflation and changing prices did not have a material impact on our operations in 2010 or 2009. However, during the fourth quarter of 2008, we experienced unusual and frequent price increases in many our products that are derived from petroleum-based raw materials, especially asphalt shingles in our residential roofing products. We estimate that this unusual inflation increased our 2008 sales by approximately 2.1% and our fourth quarter 2008 sales by approximately 7% above historical annual inflation for our industry. We further estimate that this caused a temporary increase in our gross margin of approximately 60 basis points for the fourth quarter.  We also estimate that this inflation increased our 2008 gross profit by approximately $11.5 million, net income by $4.7 million and fully diluted earnings per share by $0.11.

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Liquidity and capital resources
We had cash and cash equivalents of $117.1 million at September 30, 2010 compared to $82.7 million at September 30, 2009. Our net working capital was $367.6 million at September 30, 2010 compared to $334.9 million at September 30, 2009.
2010 compared to 2009

Our net cash provided by operating activities was $74.5 million in 2010 compared to $87.6 million in 2009. The lower cash from operations was partially due to the drop of $17.9 million in our net income. The following mentioned changes in working capital exclude the impact of businesses acquired. Accounts payable and accrued expenses decreased $39.1 million in 2010, reflecting the impact from lower purchasing levels associated with our effort to decrease inventories in the fourth quarter.  Accounts receivable increased by $6.5 million in 2010 mostly due to the higher sales mix of non-residential roofing products that generally have longer payment terms (the number of days outstanding for accounts receivable increased due to the same factor). Inventories, with a decline of $41.0 million, was a favorable offset to the preceding negative influences on cash, as we curtailed the previously high level of special buys late in 2010 due to a more stable pricing climate from our asphalt shingle suppliers.  Inventory turns, based upon average inventory for the fourth quarter, were flat year over year.  Also, we saw a favorable decrease of $8.7 million in prepaid expenses and other assets, including the impact from a drop in escrows (associated with acquisitions) and lower rebates receivable resulting from the lower purchases in the fourth quarter.

Net cash used in investing activities was $29.4 million in 2010 compared to $13.7 million in 2009. This increase was mainly due to the cost of our acquisitions, partially offset by lower capital spending for transportation and material handling equipment. We continue to closely manage our capital expenditures during these challenging economic times and we expect fiscal year 2011 capital expenditures to total between 0.7% to 1.0% of net sales, mostly dependent upon our sales volume and exclusive of the impact of branch openings.
Net cash used by financing activities was $10.8 million in 2010 compared to $17.6 million in 2009. These amounts primarily reflected repayments under our credit facilities, partially offset by proceeds from the exercise of stock options.
2009 compared to 2008

Our net cash provided by operating activities was $87.6 million in 2009 compared to $49.6 million in 2008. In addition to the benefit from improved operating results, accounts receivable decreased by $56.1 million in 2009 due primarily to the collection of the high prior year-end receivables and the lower 2009 fourth quarter sales. In addition, inventories decreased by $14.2 million due to the lower sales and purchasing activity. The favorable impact from those changes was partially offset by a decrease of $67.5 million in accounts payable and accrued expenses, due to lower fourth quarter purchasing levels, voluntary accelerated payments to certain vendors in order to receive additional discounted terms, and the payment of previously accrued income taxes. An increase of $2.3 million in prepaid expenses and other assets was also an unfavorable impact on cash from operating activities. The number of days outstanding for accounts receivable, based upon sales for each year, decreased in 2009 from 2008 mainly from the favorable impact of a higher mix of residential roofing products (which have shorter payment terms), while inventory turns were up slightly in 2009 as compared to 2008.

Net cash used in investing activities increased by $8.0 million in 2009 to $13.7 million from $5.7 million in  2008, due primarily to increased capital spending for transportation and material handling equipment, and the purchase of the land and building at one of our prior leased facilities for approximately $2.0 million.
Net cash used by financing activities was $17.6 million in 2009 compared to $23.8 million in 2008. These amounts primarily reflect repayments under our credit facilities.
Capital Resources
Our principal source of liquidity at September 30, 2010 was our cash and cash equivalents of $117.1 million and our available borrowings of $159.9 million under revolving lines of credit. Our borrowing base availability is determined primarily by trade accounts receivable, less outstanding borrowings. Borrowings outstanding under the revolving lines of credit in the accompanying balance sheet at September 30, 2010 and 2009 were classified as short-term debt because we paid off those borrowings subsequent to the respective year-ends and there is no current expectation of a minimum level of outstanding revolver borrowings during the subsequent 12 months.
Liquidity is defined as the current amount of readily available cash and the ability to generate adequate amounts of cash to meet the current needs for cash. We assess our liquidity in terms of our cash and cash equivalents on hand and the ability to generate cash to fund our operating activities, taking into consideration the seasonal nature of our business.  Our cash equivalents are comprised of highly liquid money market funds which invest in commercial paper or bonds with a rating of A-1 or better.
Significant factors which could affect future liquidity include the following:

the adequacy of available bank lines of credit;
the ability to attract long-term capital with satisfactory terms;

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cash flows generated from operating activities;
acquisitions; and
capital expenditures.
Our primary capital needs are for working capital obligations and other general corporate purposes, including acquisitions and capital expenditures. Our primary sources of working capital are cash from operations and cash equivalents, supplemented by bank borrowings. In the past, we have paid for acquisitions from cash on hand or financed them initially through increased bank borrowings, the issuance of common stock and/or other borrowings. We then repay any such borrowings with cash flows from operations. We have funded our past capital expenditures through increased bank borrowings, including equipment financing, or through capital leases, and then have reduced these obligations with cash flows from operations.
We believe we have adequate current liquidity and availability of capital to fund our present operations, meet our commitments on our existing debt and fund anticipated growth, including expansion in existing and targeted market areas. We continually seek potential acquisitions and from time to time hold discussions with acquisition candidates. If suitable acquisition opportunities or working capital needs arise that would require additional financing, we believe that our financial position and earnings history provide a strong base for obtaining additional financing resources at competitive rates and terms, as we have in the past. We may also issue additional shares of common stock to raise funds, which we did in December 2005, or we may issue preferred stock.
We currently have the following credit facilities:

a senior secured credit facility in the U.S.;
a Canadian senior secured credit facility; and
an equipment financing facility.
Senior Secured Credit Facilities
On November 2, 2006, we entered into an amended and restated seven-year $500 million U.S. senior secured credit facility and a C$15 million senior secured Canadian credit facility with GE Antares Capital ("GE Antares") and a syndicate of other lenders (combined, the "Credit Facility"). The Credit Facility refinanced the prior $370 million credit facilities that also were provided through GE Antares. The Credit Facility provides us with lower interest rates and available funds for future acquisitions and ongoing working capital requirements. In addition, the Credit Facility increased the allowable total equipment financing and/or capital lease financing to $35 million. The Credit Facility provides for a cash receipts lock-box arrangement that gives us sole control over the funds in lock-box accounts, unless excess availability is less than $10 million or an event of default occurs, in which case the senior secured lenders would have the right to take control over such funds and to apply such funds to repayment of the senior debt.
The Credit Facility consists of a U.S. revolving credit facility of $150 million (the "US Revolver"), which includes a sub-facility of $20 million for letters of credit, and an initial $350 million term loan (the "Term Loan"). The Credit Facility also includes a C$15 million senior secured revolving credit facility provided by GE Canada Finance Holding Company (the "Canada Revolver"). There was a combined $159.9 million available for borrowings and less than $0.1 million was outstanding under the US Revolver and Canadian Revolver at September 30, 2010. There were $4.6 million of outstanding standby letters of credit at September 30, 2010. The Term Loan requires amortization of 1% per year, payable in quarterly installments of approximately $0.8 million, plus any required prepayments under the Excess Cash Flow, discussed below, and with the remainder due in 2013. The Credit Facility may also be expanded by up to an additional $200 million under certain conditions. There are mandatory prepayments under the Credit Facility under certain conditions, including the following cash flow condition:
Excess Cash Flow
On May 15 of each fiscal year, commencing on May 15, 2008, we must pay an amount equal to 50% of the Excess Cash Flow (as defined in the Credit Facility) for the prior fiscal year, not to exceed $7.0 million with respect to any fiscal year. Based on our results for 2010, we will be required to make a $7.0 million payment by May 15, 2011.  The amounts payable under this provision were classified as short-term debt at September 30, 2010 and 2009.
Interest on borrowings under the U.S. credit facility is payable at our election at either of the following rates:
the base rate (that is the higher of (a) the base rate for corporate loans quoted in The Wall Street Journal or (b) the Federal Reserve overnight rate plus 1 / 2 of 1%) plus a margin of 0.75% for the Term Loan.
the current LIBOR Rate plus a margin of 1.00% (for US Revolver loans) or 2.00% (for Term Loan).

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Interest under the Canadian credit facility is payable at our election at either of the following rates:
an index rate (that is the higher of (1) the Canadian prime rate as quoted in The Globe and Mail and (2) the 30-day BA Rate plus 0.75%), or
the BA rate as described in the Canadian facility plus 1.00%.
The US Revolver currently carries an interest rate at the base rate (3.25% at September 30, 2010), while the Canada revolver carries an interest rate of the Canadian prime rate plus 0.75% (3.00% at September 30, 2010), and the Term Loan carries an interest rate of LIBOR plus 2% (2.53% and 2.26% for two LIBOR arrangements under the Term Loan at September 30, 2010). Unused fees on the revolving credit facilities are 0.25% per annum. Availability under the revolving credit facilities is limited to 85% of eligible accounts receivable, increasing to 90% from January through April of each year. Financial covenants, which apply only to the Term Loan, are limited to a leverage ratio and a yearly capital expenditure limitation as follows:
Maximum Consolidated Leverage Ratio
On the last day of each fiscal quarter, our Consolidated Leverage Ratio, as defined, must not be greater than 4.00:1.0. At September 30, 2010, this ratio was 2.11:1.0.
Capital Expenditures
We cannot incur aggregate Capital Expenditures, as defined, in excess of three percent (3.00%) of consolidated gross revenue for any fiscal year.
As of September 30, 2010, we were in compliance with these covenants. Substantially all of our assets, including the capital stock and assets of wholly-owned subsidiaries, secure obligations under the Credit Facility.
Equipment Financing Facilities

As of September 30, 2010, there was $15.0 million outstanding under prior equipment financing facilities, with fixed interest rates ranging from 4.1% to 7.4% and payments due through September 2014. Our current equipment financing facility provides for financing up to $5.5 million of purchased transportation and material handling equipment through May 1, 2011 at an interest rate approximately 2% above the 5-year term swap rate at the time of the advances.  There were no amounts outstanding under this current facility at September 30, 2010.
Contractual Obligations
At September 30, 2010, our contractual obligations were as follows:

Fiscal years
Senior bank debt and revolver
  $ 10.4     $ 3.4     $ 308.4     $ -     $ -     $ -  
Equipment financing
    5.4       4.7       3.0       1.9       -       -  
Operating leases
    23.3       20.2       14.6       12.0       7.9       3.5  
Interest (1)
    13.8       13.6       11.0       0.5       -       -  
Non-cancelable purchase obligations (2)
    -       -       -       -       -       -  
  $ 52.9     $ 41.9     $ 337.0     $ 14.4     $ 7.9