UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): October 30, 2009
BUILDERS FIRSTSOURCE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
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| 0-51357
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52-2084569 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
2001 BRYAN STREET, SUITE 1600, DALLAS, TEXAS 75201
(Address of Principal Executive Offices, Including Zip Code)
(214) 880-3500
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
As previously disclosed in our Quarterly Report on Form 10-Q for the quarter ended September
30, 2009 (the “Form 10-Q”), we announced our intent to exit the entire Ohio market in the second
quarter of 2009 based upon several factors including the unfavorable conditions that affect our
industry and a poor competitive position which prevented us from generating profitable results. The
cessation of operations in this market has been treated as a discontinued operation as it had
distinguishable cash flow and operations that have been eliminated from our ongoing operations. As
a result, the operating results of the Ohio market for the current and prior years have been
aggregated and reclassified as discontinued operations in the consolidated statements of operations
for the years ended December 31, 2008, 2007 and 2006. We are required to reclassify previously
reported prior period financial statements to reflect the discontinued operations on a basis
comparable to the current presentation. Accordingly, we are required to update the financial
statements included in our Annual Report on Form 10-K for the year-ended December 31, 2008 to
reflect the discontinued operations and the impact of any financial accounting standards that were
adopted subsequent to our filing date which required retrospective application. We are providing
certain financial information that has been revised in advance of us filing a Registration
Statement on Form S-3 in connection with the proposed common stock rights offering and debt
exchange transaction previously announced on October 23, 2009. The historical financial information
included herein has been revised and updated from its original presentation to incorporate the
following:
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Item 6. Selected Financial Data; |
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 8. Financial Statements and Supplementary Data |
The updated information included in this Current Report on Form 8-K is presented in connection
with the transaction described above and does not constitute a restatement of previously issued
financial information. The information contained in this Current Report on Form 8-K is presented as
of December 31, 2008 and, except as indicated above, this information has not been updated to
reflect financial results subsequent to that date or any other changes since the date of our Annual
Report on Form 10-K for the year ended December 31, 2008. There is no change to our previously
reported consolidated financial condition or cash flows. This filing should be read together with
our other filings with the Securities and Exchange Commission subsequent to the filing of the
Annual Report on Form 10-K for the year ended December 31, 2008. Information in such reports and
documents updates and supersedes certain information contained in this document.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
See Exhibit Index.
CAUTIONARY NOTICE
Statements in this report which are not purely historical facts or which necessarily depend upon
future events, including statements about expected market share gains, plans to reduce costs,
future conditions in the housing or credit markets, forecasted financial performance or other
statements about anticipations, beliefs, expectations, hopes, intentions or strategies for the
future, may be forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on
forward-looking statements. All forward-looking statements are based upon information available to
Builders FirstSource, Inc. on the date this report was submitted. Builders FirstSource, Inc.
undertakes no obligation to publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. Any forward-looking statements involve risks
and uncertainties that could cause actual events or results to differ materially from the events or
results described in the forward-looking statements, including risks or uncertainties related to
the Company’s growth strategies, including market share gains, potential acquisitions, or the
Company’s revenues and operating results being highly dependent on, among other things, the
homebuilding industry, lumber prices, credit markets and the economy. Builders FirstSource, Inc.
may not succeed in addressing these and other risks. Further information regarding factors that
could affect our financial and other results can
be found in the risk factors section of Builders FirstSource, Inc.’s most recent filing on
Form 10-K with the Securities and Exchange Commission. Consequently, all forward-looking
statements in this report are qualified by the factors, risks and uncertainties contained therein.
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