Current Report Filing (8-k)
October 28 2020 - 06:08AM
Edgar (US Regulatory)
false 0001474735 0001474735 2020-10-28
2020-10-28
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): October
28, 2020
Generac Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-34627
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20-5654756
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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S45 W29290 Hwy 59
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Waukesha, Wisconsin
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53189
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(Address of principal executive offices)
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(Zip Code)
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(262) 544-4811
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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GNRC
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New York Stock Exchange
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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:
☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or
Rule 12b-2 of the Securities Exchange Act of 1934.
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
2.02
Results of Operations and Financial Condition
On October 28, 2020, Generac Holdings Inc. (the “Company,” “we,”
“us” or “our”) issued a press release (the “Press Release”)
announcing its financial results for the third quarter ended
September 30, 2020. A copy of the Press 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 Press Release, we present certain financial information,
specifically Adjusted EBITDA, Adjusted Net Income, Free Cash Flow,
and Core Sales, which are not in accordance with generally accepted
accounting principles (“U.S. GAAP”). We present Adjusted EBITDA,
Adjusted Net Income, Free Cash Flow, and Core Sales in the Press
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, and Core Sales:
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for planning purposes, including the preparation of our annual
operating budget and developing and refining our internal
projections for future periods;
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to evaluate the effectiveness of our business strategies and as a
supplemental tool in evaluating our performance against our budget
for each period;
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in communications with our board of directors and investors
concerning our financial performance;
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to evaluate prior acquisitions in relation to the existing
business; and
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to evaluate comparative net sales performance in prior and future
periods.
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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, and Core Sales 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, and
Core Sales are useful to investors for the following reasons:
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Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, Core Sales,
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
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by comparing our Adjusted EBITDA, Adjusted Net Income, Free Cash
Flow, and Core Sales in different historical periods, our investors
can evaluate our operating performance excluding the impact of
certain items.
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Item
9.01
Financial Statements and Exhibits
(d)
Exhibit No.
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Description
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99.1
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104
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Cover Page Interactive Data File (embedded within the inline XBRL
document)
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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.
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GENERAC HOLDINGS INC.
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Name:
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Raj Kanuru
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Date: October 28, 2020
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Title:
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EVP, General Counsel & Secretary
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