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:
• Item 6. Selected Financial Data;
• Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
• 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.