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): March 3, 2014
STOCK BUILDING SUPPLY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-36050 | 26-4687975 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
8020 Arco Corporate Drive, Suite 400
Raleigh, North Carolina 27617
(Address of principal executive offices) (Zip Code)
(919) 431-1000
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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.
The information in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
On March 3, 2014, Stock Building Supply Holdings, Inc. (Nasdaq: STCK) filed a Registration Statement on Form S-1 containing the following information:
Recent Developments
During the first quarter of 2014 to the date of this prospectus, many of our customers and local operations were impacted by adverse weather events that slowed construction activity. For example, the U.S. Census Bureau reported that the seasonally-adjusted annual rate of new single-family housing starts in January 2014 slowed to 573,000 as compared to total 2013 U.S. single-family housing starts of 618,000. As a result, we expect the quarter-over-quarter decline in our first quarter 2014 net sales as compared to the fourth quarter of 2013 to be larger than the 1.4% quarter-over-quarter decline in our net sales that occurred in the first quarter of 2013 as compared to the fourth quarter of 2012. Despite this increased seasonality, we expect our first quarter 2014 net sales to increase by at least 10% as compared to the first quarter of 2013, assuming further adverse weather events do not occur.
We believe these weather impacts are temporary and that the ongoing recovery in residential construction markets will continue to provide us with significant increases in demand over the remaining months of 2014. As a result, we are continuing to make investments in our business to capture this market recovery and prepare for the seasonally stronger demand that generally arises in the spring. Some of these investments may cause us to incur incremental operating expenses in the first quarter of 2014. We believe, however, that these investments will benefit our operating results in subsequent periods by generating additional net sales and operating profit.
Forward-Looking Statements Disclosure
This Current Report on Form 8-K contains forward-looking statements, which are subject to substantial risks, uncertainties and assumptions. You should not place reliance on these statements. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may” or similar expressions. These risks include, but are not limited to, the following: (i) the state of the homebuilding industry and repair and remodel activity; (ii) seasonality and cyclicality of the building products supply and services industry; (iii) competitive industry pressures and competitive pricing pressure from our customers; (iv) inflation or deflation of commodity prices; (v) litigation or warranty claims relating to our products and services; (vi) our ability to maintain profitability; (vii) our ability to attract and retain key employees and (vii) product shortages and relationships with key suppliers. Further information regarding factors that could impact our financial and other results can be found in the Risk Factors section of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2014, and subsequent filings with the SEC. These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of expected future developments and other factors we believe are appropriate in these circumstances. As you read and consider this report, you should understand that these statements are not guarantees of performance or results. Many factors could affect our actual performance and results and could cause actual results to differ materially from those expressed in the forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
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SIGNATURE
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.
| STOCK BUILDING SUPPLY HOLDINGS, INC. | ||
| By | /s/ Bryan J. Yeazel | |
| Bryan J. Yeazel | ||
| Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | ||
Date: March 3, 2014
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