form8-k.htm
 
 
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):  August 2, 2012
 
Generac Holdings Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
  
001-34627
  
20-5654756
(State or other jurisdiction
  
(Commission
  
(IRS Employer
of incorporation)
  
File Number)
  
Identification No.)
 
S45 W29290 Hwy. 59
    
Waukesha, Wisconsin
  
53189
(Address of principal executive offices)
  
(Zip Code)
 
(262) 544-4811
(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:
 
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

 
 
 

 



 
Item 2.02               Results of Operations and Financial Condition
 
On August 2, 2012, Generac Holdings Inc. (the “Company,” “we,” “us” or “our”) issued a press release (the “Earnings Release”) announcing its financial results for the second quarter 2012. A copy of the Earnings Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
The information contained in this Current Report on Form 8-K (including the exhibits) is being furnished and shall not be deemed “filed” for the 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. The information contained in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
 
Discussion of Non-GAAP Financial Measures
 
In the Earnings Release, we present certain financial information, specifically Adjusted EBITDA, Adjusted net income, free cash flow, Pro forma sales and Pro forma adjusted EBITDA, which are not in accordance with generally accepted accounting principles, or U.S. GAAP. We present Adjusted EBITDA, Adjusted net income, free cash flow, Pro forma sales and Pro forma adjusted EBITDA in the Earnings Release because these metrics assist us in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Our management uses Adjusted EBITDA, Adjusted net income, free cash flow, Pro forma sales and Pro forma adjusted EBITDA:
 
·  
for planning purposes, including the preparation of our annual operating budget and developing and refining our internal projections for future periods;

·  
to evaluate the effectiveness of our business strategies and as a supplemental tool in evaluating our performance against our budget for each period; and

·  
in communications with our board of directors and investors concerning our financial performance; and
 
·  
to evaluate prior acquisitions in relation to the existing business.
 
We also use Adjusted EBITDA as a benchmark for the determination of the bonus component of compensation for our senior executives under our management incentive plans.
 
We believe that the disclosure of Adjusted EBITDA, Adjusted net income, free cash flow, Pro forma sales and Pro forma adjusted EBITDA offers additional financial metrics which, when coupled with U.S. GAAP results and the reconciliation to U.S. GAAP results, provide a more complete understanding of our results of operations and the factors and trends affecting our business for securities analysts, investors and other interested parties in the evaluation of our company. We believe Adjusted EBITDA, Adjusted net income, free cash flow, Pro forma sales and Pro forma adjusted EBITDA are useful to investors for the following reasons:
 
·  
Adjusted EBITDA, Adjusted net income, free cash flow, Pro forma sales and Pro forma adjusted EBITDA and similar non-GAAP measures are widely used by investors to measure a company’s operating performance without regard to items that can vary substantially from company to company depending upon financing and accounting methods, book values of assets, tax jurisdictions, capital structures and the methods by which assets were acquired; and

·  
by comparing our Adjusted EBITDA, Adjusted net income, free cash flow, Pro forma sales and Pro forma adjusted EBITDA in different historical periods, our investors can evaluate our operating performance excluding the impact of certain items.
 
 
 
 
 
 
 
Item 9.01               Financial Statements and Exhibits
 
(d)
 
Exhibit No.
  
Description
     
 
Press Release, dated August 2, 2012.
 
SIGNATURES
 
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.
 
 
 
GENERAC HOLDINGS INC.
   
   
 
/s/ York Ragen
 
Name: 
York Ragen
Date: August 2, 2012
Title:
Chief Financial Officer
   
   
 

 
 
 
 
EXHIBIT INDEX
 
99.1
  
Press Release, dated August 2, 2012.