8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 2, 2020

__________________________________

BMC STOCK HOLDINGS, INC.
(Exact Name Of Registrant As Specified In Its Charter)

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Delaware	1-36050	26-4687975
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4800 Falls of Neuse Rd, Suite 400
Raleigh, North Carolina 27609
(Address Of Principal Executive Offices) (Zip Code)

(919) 431-1000
(Registrant’s Telephone Number, Including Area Code)

8020 Arco Corporate Drive, Suite 400
Raleigh, North Carolina 27617
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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	BMCH	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD.

On June 2, 2020, BMC Stock Holdings, Inc. (the "Company") issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, in connection with presentations the Company’s executive management is to make to current and potential investors, investment analysts and others with an interest in the Company and its business. The Company intends to reference an investor presentation at these presentations (the "Presentation Materials"), and a copy of the Presentation Materials can be accessed in the "Events and Presentations" tab on the Company’s investor relations website - ir.buildwithbmc.com - under the heading “Presentation Archive.”

The information contained in the Presentation Materials is summary information that should be considered in the context of the Company’s filings with the Securities and Exchange Commission (the "SEC") and other public announcements that the Company may make by press release or otherwise from time to time. The Presentation Materials speak as of the date of this Current Report on Form 8-K. While the Company may elect to update the Presentation Materials in the future or reflect events and circumstances occurring or existing after the date of this Current Report on Form 8-K, the Company specifically disclaims any obligation to do so. By furnishing this Current Report on Form 8-K, the Company makes no admission as to the materiality of any information that is required to be disclosed solely by reason of Regulation FD.

The information included or incorporated by reference in this Item 7.01 is being furnished to the SEC and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of BMC Stock Holdings, Inc. dated June 2, 2020
104	Cover Page Interactive Data File - The cover page from the Company's Current Report on Form 8-K filed on June 2, 2020 is formatted in Inline XBRL (included as Exhibit 101).

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.

	BMC STOCK HOLDINGS, INC.
Date: June 2, 2020	By:	/s/ Timothy D. Johnson
		Executive Vice President, General Counsel and Corporate Secretary

EX-99.1

BMC Stock Holdings, Inc. To Present at Baird 2020 Virtual Global Consumer, Technology & Services Conference

2020 Second Quarter Net Sales Outlook Improves

Raleigh, NC - June 2, 2020 - BMC Stock Holdings, Inc. (Nasdaq: BMCH) (“BMC” or the “Company”), one of the nation’s leading providers of diversified building materials and solutions to new construction builders and professional remodelers in the U.S., announced today that it will hold virtual investor meetings on June 2, 2020 at Baird’s 2020 Virtual Global Consumer, Technology & Services Conference. A copy of the materials to be used at these meetings can be accessed at ir.buildwithbmc.com.

“We now believe our 2020 second quarter net sales outlook is estimated to be flat to down 5% compared to the second quarter of 2019 and versus our previously announced outlook of down 7% to 15%,” said Dave Flitman, President and CEO of BMC. “The near-term backlog of activity in the states that had previously curtailed new home construction across our geographic footprint coupled with our team’s continued strong execution of our growth strategies has driven our improved outlook for the quarter. We came into this year with very strong underlying momentum in our business so, as the economy recovers, we believe we are well positioned for continued growth for many years to come.”

About BMC Stock Holdings, Inc.

With $3.6 billion in 2019 net sales, BMC is one of the nation’s leading providers of diversified building materials and solutions to new construction builders and professional remodelers in the U.S.  Headquartered in Raleigh, North Carolina, the Company's comprehensive portfolio of products and services spans building materials, including millwork and structural component manufacturing capabilities, consultative showrooms and design centers, value-added installation management and an innovative eBusiness platform.  BMC serves 45 metropolitan areas across 18 states, principally in the South and West regions.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this document may include, without limitation, statements regarding sales growth, price changes, earnings performance, strategic direction and the demand for our products. Forward-looking statements are typically identified by words or phrases such as “may,” “might,” “predict,” “future,” “seek to,” “assume,” “goal,” “objective,” “continue,” “will,” “could,” “should,”

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“would,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “prospects,” “guidance,” “possible,” “predict,” “propose,” “potential” and “forecast,” or the negative of such terms and other words, terms and phrases of similar meaning. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties, many of which are outside BMC’s control. BMC cautions readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement; therefore, investors and shareholders should not place undue reliance on such statement. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication, and many of these risks and uncertainties are, and may continue to be, amplified by the COVID-19 pandemic.

A number of important factors could cause actual results to differ materially from those indicated by forward-looking statements. These factors include without limitation:

• the impact of the COVID-19 pandemic on our business operations and on local, national and global economies;

• the state of the homebuilding industry and repair and remodeling activity, the economy and the credit markets;

• fluctuation of commodity prices and prices of our products as a result of national and international economic and other conditions;

• the impact of potential changes in our customer or product sales mix;

• our concentration of business in the Texas, California and Georgia markets;

• the potential loss of significant customers or a reduction in the quantity of products they purchase;

• seasonality and cyclicality of the building products supply and services industry;

• competitive industry pressures and competitive pricing pressure from our customers and competitors;

• our exposure to product liability, warranty, casualty, construction defect, contract, tort, employment and other claims and legal proceedings;

• our ability to maintain profitability and positive cash flows;

• our ability to retain our key employees and to attract and retain new qualified employees, while controlling our labor costs;

• product shortages, loss of key suppliers or failure to develop relationships with qualified suppliers, and our dependence on third-party suppliers and manufacturers;

• the implementation of our supply chain and technology initiatives;

• the impact of long-term noncancellable leases at our facilities;

• our ability to effectively manage inventory and working capital;

• the credit risk from our customers;

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• our ability to identify or respond effectively to consumer needs, expectations, market conditions or trends;

• our ability to successfully implement our growth strategy;

• the impact of federal, state, local and other laws and regulations;

• the impact of changes in legislation and government policy;

• the impact of unexpected changes in our tax provisions and adoption of new tax legislation;

• our ability to utilize our net operating loss carryforwards;

• natural or man-made disruptions to our distribution and manufacturing facilities;

• our exposure to environmental liabilities and subjection to environmental laws and regulation;

• the impact of health and safety laws and regulations;

• the impact of disruptions to our information technology systems;

• cybersecurity risks;

• our exposure to losses if our insurance coverage is insufficient;

• our ability to operate on multiple Enterprise Resource Planning (“ERP”) information systems and convert multiple systems to a single system;

• the impact of our indebtedness;

• the impact of the various financial covenants in our secured credit agreement and senior secured notes indenture; and

• other factors discussed or referred to in the “Risk Factors” section of BMC's most recent Annual Report on Form 10-K filed with the SEC on February 27, 2020 as supplemented in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

All such factors are difficult to predict and are beyond BMC’s control. All forward-looking statements attributable to BMC or persons acting on BMC’s behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and BMC undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless otherwise required by law.

Investor Relations Contact

BMC Stock Holdings, Inc.

Michael Neese

(919) 431-1796

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XML

Cover Page Document	Jun. 02, 2020
Document Information [Line Items]
Document type	8-K
Period end date	Jun. 02, 2020
Registrant name	BMC STOCK HOLDINGS, INC.
State of incorporation	DE
Commission file number	1-36050
IRS employer ID number	26-4687975
Address	4800 Falls of Neuse Rd, Suite 400
City	Raleigh
State	NC
Zip code	27609
Area code	919
Telephone number	431-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	BMCH
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001574815
Amendment Flag	false
Former address
Document Information [Line Items]
Address	8020 Arco Corporate Drive, Suite 400
City	Raleigh
State	NC
Zip code	27617