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BLDR > SEC Filings for BLDR > Form 8-K on 13-May-2013All Recent SEC Filings

Show all filings for BUILDERS FIRSTSOURCE, INC. | Request a Trial to NEW EDGAR Online Pro



Regulation FD Disclosure, Other Events, Financial Statements and Exhib

ITEM 7.01. Regulation FD Disclosure

Builders FirstSource, Inc. (the "Company") is electing to provide selected preliminary financial data for the month ended April 30, 2013. The Company does not generally release preliminary results and does not expect to provide similar information on a going forward basis. The Company expects to provide this data to prospective investors in connection with a debt issuance, which the Company intends, subject to market and other conditions, to enter into as part of the refinancing of substantially all of the Company's outstanding debt.

The selected financial data presented below are preliminary, based upon the Company's estimates, and are subject to revision based upon the Company's financial closing procedures and the completion of the Company's financial statements. The Company's actual results may be materially different from its estimates. In addition, these estimated results are not necessarily indicative of the Company's results for the second quarter, the full fiscal year or any future period. The preliminary financial data included in this Current Report has been prepared by, and is the responsibility of, the management of the Company. The Company's independent auditor has not audited, reviewed, compiled or performed any procedures with respect to the accompanying preliminary financial data. Accordingly, the Company's independent auditor does not express an opinion or any other form of assurance with respect thereto.

Selected Preliminary Financial Data for the Month Ended April 30, 2013

Based on the information available to the management of the Company as of the date of this Current Report, the Company estimates its April 2013 sales will be between $130.0 million and $135.0 million, as compared to approximately $85.0 million in April 2012, and April 2013 Adjusted EBITDA will be between $4.0 million and $5.0 million, as compared to an estimated $0.8 million in April 2012. The following table sets forth a reconciliation of the Company's net loss to the Company's April 2012 Adjusted EBITDA and the low and high end of the Company's estimated range for its April 2013 Adjusted EBITDA. For more information regarding the Company's presentation of Adjusted EBITDA, see "Appendix A".

                                                   Month Ended                 Month Ended
                                                 April 30,  2012             April 30, 2013
                                                                           Low            High
Net loss                                        $          (3,548 )      $ (1,550 )      $  (550 )
Depreciation and amortization expense                         852             888            888
Interest expense, net                                       3,169           4,497          4,497
Loss (gain) from discontinued operations,
net of tax                                                     24            (142 )         (142 )

EBITDA                                                        497           3,693          4,693
Stock compensation expense                                    304             329            329
Other                                                          14              17             17

Adjusted EBITDA                                 $             815        $  4,039        $ 5,039

ITEM 8.01. Other Events

On May 13, 2013, the Company issued a press release to announce that it intends to offer $350 million aggregate principal amount of its senior secured notes due 2021 (the "Notes"). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The Company intends to use the net proceeds from the offering of the Notes, together with cash on hand, to (i) redeem its $139.7 million aggregate principal amount of second priority senior secured floating rate notes due 2016 (the "2016 notes") at par plus accrued and unpaid interest thereon to the redemption date,
(ii) repay in full $225.0 million in term loan borrowings outstanding under its existing credit facility plus a prepayment premium of approximately $39.1 million and accrued and unpaid interest and terminate its existing credit facility and (iii) pay fees and expenses in connection therewith. This Current Report does not constitute an offer to purchase or a notice of redemption of the 2016 notes.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits.

99.1 News release announcing the offering of $350.0 million of senior secured notes due 2021, dated May 13, 2013.

The information furnished in Item 7.01 of this report and the accompanying appendix 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.

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