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): April 4, 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 |
(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number) |
2001 Bryan Street, Suite 1600, Dallas, Texas 75201
(Address of principal executive offices, including zip code)
(214) 880-3500
(Registrants 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 (see General Instruction
A.2. below):
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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 7.01. Regulation FD Disclosure
On April 4, 2011, Builders FirstSource, Inc. (the Company, we, us or our) provided the
following information to potential investors in connection with its previously announced offering
of senior secured notes. This report shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
RECENT DEVELOPMENTS
Recent financial results
Our sales for the two months ended February 28, 2011 were $95.7 million, a 4.2% increase over sales
of $91.8 million for the two months ended February 28, 2010. Actual single family housing starts in
the South Region, as defined by the U.S. Census Bureau, and which includes all of our markets,
declined 19.8% over these same periods. Lumber commodity prices were comparable over these same
periods. We believe our sales increased despite the challenging macro-economic environment due to
the strength of our competitive position, and that our financial results are indicative of market
share gains over this time period.
For the fiscal first quarter ending March 31, 2011, we anticipate that sales will be in the range
of approximately $160 million to $165 million; essentially flat with first quarter 2010 sales of
$161.4 million on significantly fewer housing starts and comparable lumber commodity prices. We
expect that our fiscal first quarter Adjusted EBITDA loss will be in the range of approximately $(9)
million to $(12) million, compared to $(15.3) million in the first quarter of 2010. A range of net
income (loss) and a reconciliation of Adjusted EBITDA to net income (loss) cannot be provided at
this time because the line items in our statement of operations have not been finalized with
sufficient certainty. We continue to face a challenging operating environment, driven largely by
conditions in the housing market and general economic conditions.
The estimates set forth above are based solely on currently available information. We have not
finalized our financial statement closing process for the first quarter ended March 31, 2011.
During the course of this process we may identify items that would require us to make adjustments
to our preliminary operating results described above. As a result, the discussion above constitutes
forward-looking statements and, therefore, we caution you that these statements are subject to
risks and uncertainties, including possible material adjustments to our preliminary operating
results and the risk factors highlighted in this offering memorandum. We do not intend to update or
otherwise revise this discussion to reflect future events and do not intend to disclose publicly
whether our actual results will vary from those discussed above other than through the release of
actual results in the ordinary course of business.
Cautionary Notice
Statements in this news release which are not purely historical facts or which necessarily depend
upon future events, including 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 and Section 27A of the Securities
Act.. 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 release was submitted. Builders FirstSource, Inc. undertakes no obligation to
publicly update or revise any forward-looking
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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. 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 annual report on Form 10-K filed
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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