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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 20, 2011
Builders FirstSource, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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0-51357
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52-2084569 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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2001 Bryan Street,
Suite 1600, Dallas, Texas
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75201 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (214) 880-3500
(Former name or former address, if changed since last report.)
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 2.02. Results of Operations and Financial Condition
On October 20, 2011, the Company issued the news release attached hereto as Exhibit 99.1 reporting
the financial results of the Company for the quarter ended September 30, 2011 (the Earnings
Release). In the Earnings Release, the Company utilized the non-GAAP financial measures and other
items discussed in Appendix A hereto. Appendix A hereto (incorporated herein by reference) also
contains certain statements of the Companys management regarding the use and purposes of the
non-GAAP financial measures utilized therein. A reconciliation of the non-GAAP financial measures
discussed in the Earnings Release to the comparable GAAP financial measures is included within the
Earnings Release.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
See Exhibit Index.
All of the information furnished in Items 2.02 and 9.01 of this report and the accompanying
appendix and Exhibit 99.1 shall not be deemed to be filed for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference in any
filing under the Securities Act of 1933, as amended.
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 Companys growth strategies, including market share gains, potential acquisitions, or the
Companys 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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BUILDERS FIRSTSOURCE, INC.
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By: |
/s/ Donald F. McAleenan
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Name: |
Donald F. McAleenan |
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Title: |
Senior Vice President,
General Counsel and Secretary |
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Dated: October 20, 2011
APPENDIX A
Use of Non-GAAP Financial Measures
We occasionally utilize financial measures and terms not calculated in accordance with accounting
principles generally accepted in the United States (GAAP) in order to provide investors with an
alternative method for assessing our operating results in a manner that enables investors to more
thoroughly evaluate our current performance as compared to past performance. We also believe these
non-GAAP measures provide investors with a better baseline for modeling our future earnings
expectations. Our management uses these non-GAAP measures for the same purpose. We believe that
our investors should have access to the same set of tools that we use in analyzing our results.
These non-GAAP measures should be considered in addition to results prepared in accordance with
GAAP, but should not be considered a substitute for or superior to GAAP results. Our calculations
of Adjusted EBITDA and Adjusted loss from continuing operations are not necessarily comparable to
similarly titled measures reported by other companies. We have provided a definition below for
these non-GAAP financial measures, together with an explanation of why management uses these
measures and why management believes that these non-GAAP financial measures are useful to
investors. In addition, we have provided a reconciliation within the Earnings Release to reconcile
these non-GAAP financial measures utilized therein to its equivalent GAAP financial measure.
Adjusted EBITDA
We define Adjusted EBITDA as GAAP net income (loss) before depreciation and amortization, interest
expense, income taxes, (gain) loss on sale of assets, (income) loss from discontinued operations,
and other non-cash or special items including asset impairments, facility closure costs, severance,
recapitalization costs, expensed acquisition costs, and stock compensation expense. Our management
uses Adjusted EBITDA as a supplemental measure in the evaluation of our business and believes that
Adjusted EBITDA provides a meaningful measure of our performance because it eliminates the effects
of period to period changes in taxes, costs associated with capital investments, interest expense,
stock compensation expense, and other non-cash and non-recurring items. Adjusted EBITDA is not a
financial measure calculated in accordance with GAAP. Accordingly, it should not be considered in
isolation or as a substitute for net income (loss) or other financial measures prepared in
accordance with GAAP. When evaluating Adjusted EBITDA, investors should consider, among other
factors, (i) increasing or decreasing trends in Adjusted EBITDA, (ii) whether Adjusted EBITDA has
remained at positive levels historically, and (iii) how Adjusted EBITDA compares to our debt
outstanding. We provide a reconciliation of Adjusted EBITDA to GAAP net income (loss). Because
Adjusted EBITDA excludes some, but not all, items that affect net income (loss) and may vary among
companies, Adjusted EBITDA presented by us may not be comparable to similarly titled measures of
other companies. Adjusted EBITDA does not give effect to the cash we must use to service our debt
or pay income taxes and thus does not reflect the funds generated from or used in operations or
actually available for capital investments.
Adjusted loss from continuing operations
We define adjusted loss from continuing operations as GAAP income (loss) from continuing operations
before non-cash or special items including tax valuation allowances. Our management uses adjusted
loss from continuing operations as a supplemental measure in the evaluation of our business and
believes that adjusted loss from continuing operations provides a meaningful measure of our
performance because it eliminates the effects of period to period non-cash and non-recurring items.
Adjusted loss from continuing operations is not a financial measure calculated in accordance with
GAAP. Accordingly, it should not be considered in isolation or as a substitute for income (loss)
from continuing operations or other financial measures prepared in accordance with GAAP. When
evaluating adjusted loss from continuing operations, investors should consider, among other
factors, (i) increasing or decreasing trends in adjusted loss from continuing operations, and (ii)
whether adjusted loss from continuing operations has remained at positive levels historically. We
provide a reconciliation of adjusted loss from continuing operations to GAAP income (loss) from
continuing operations. Because adjusted loss from continuing operations excludes some, but not
all, items that affect income (loss) from continuing operations and may vary among companies,
adjusted loss from continuing operations presented by us may not be comparable to similarly titled
measures of other companies.
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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News release reporting financial results for the quarter ended September 30, 2011, issued by
Builders FirstSource, Inc., on October 20, 2011. |