EX-99.1 2 q313ex-991.htm EX-99.1 Q3'13 EX-99.1



Stock Building Supply Announces Third Quarter 2013 Results
Adjusted EBITDA of $10.4 million on Net Sales Increase of 28.4%
Raleigh, NC - October 30, 2013 - Stock Building Supply Holdings, Inc. (Nasdaq: STCK), a large, diversified lumber and building materials distributor and solutions provider that sells primarily to new construction and repair and remodel contractors, today reported its financial results for the third quarter ended September 30, 2013.

Third Quarter Financial Highlights
Net sales of $328.5 million, up 28.4%, compared to $255.8 million in the prior year period
Adjusted EBITDA of $10.4 million, compared to $4.3 million in the prior year period
Net loss of $5.5 million, including $9.3 million of initial public offering ("IPO") transaction-related costs, compared to net income of $0.04 million in the prior year period
Completed its IPO on August 14, 2013, yielding approximately $46.8 million of proceeds that were used to repay borrowings under the Company's revolver
Cash provided by operating activities of $4.2 million, including the payment of $9.3 million of IPO transaction-related costs, compared to cash used in operating activities of $5.4 million in the prior year period
Improved liquidity to approximately $92.0 million

"In the third quarter, our business performance continued its positive trend of strong revenue growth and increases in Adjusted EBITDA.  Additionally we completed our transition to a public company with a successful IPO on August 14th which helped improve our liquidity and strengthen our balance sheet," stated Jeff Rea, Chief Executive Officer of Stock Building Supply. "We believe our growth rate continues to outperform our industry benchmarks as revenues from new single-family construction increased approximately 31%, while repair and remodel revenues increased 28% compared to third quarter 2012."

Commenting on the third quarter results, Jim Major, Executive Vice President and Chief Financial Officer, added, "Our third quarter performance reflects significant improvements in our operating results and capital structure.  We once again leveraged our cost structure to reduce selling, general and administrative expenses as a percentage of net sales to 20.4% in the third quarter of 2013, compared to 21.9% in the third quarter of 2012.  The completion of our IPO in August combined with effective working capital management resulted in total debt, net of cash and cash equivalents, at September 30, 2013 of $57.2 million as compared to $116.6 million at the beginning of the quarter.  We believe our current capital structure will allow us to make the required investments in our business to support our anticipated future growth."






Third Quarter 2013 Financial Results Compared to Prior Year Period
Net sales for the third quarter of 2013 totaled $328.5 million, up $72.7 million, or 28.4%, compared to $255.8 million in the third quarter of 2012. We estimate our net sales increased 23.4% related to increased volume and 5.0% due to increased selling prices. The increase in sales volume was primarily driven by increased single-family housing starts and increased demand arising from higher repair and remodel activity.

Gross profit in the third quarter of 2013 was $75.4 million, up $16.9 million, or 28.8%, compared to $58.5 million in the third quarter of 2012, primarily as a result of increased sales volumes. The gross margin percentage of 22.9% was unchanged compared to the prior year period.

Selling, general and administrative ("SG&A") expenses during the third quarter of 2013 were $66.9 million, up $10.9 million, or 19.6%, from $56.0 million in the third quarter of 2012. This increase was primarily driven by variable costs to serve higher sales volumes, such as sales commissions, shipping and handling costs and other variable compensation, which increased by $5.8 million. Other increases in SG&A related to incremental expenses from acquired operations and other strategic investments to better serve our customers and support the growth of our business.

Operating loss in the third quarter of 2013 was $2.9 million, compared to operating income of $0.2 million in the third quarter of 2012. Net loss during the quarter totaled $5.5 million, or ($0.30) per diluted share, compared to net income of $0.04 million, or ($0.08) per diluted share, in the third quarter of 2012. During the three months ended September 30, 2013, the Company's operating loss and net loss were impacted by $9.3 million of IPO transaction-related costs, which included a $9.0 million fee for terminating our management services agreement with The Gores Group, LLC ("Gores"). Approximately $9.2 million of the IPO transaction-related costs were not deductible for tax purposes and this was one of the factors that resulted in an effective tax rate from continuing operations of (55.0)% for the third quarter of 2013.

Adjusted EBITDA in the third quarter of 2013 totaled $10.4 million, up $6.1 million, compared to $4.3 million in the third quarter of 2012. Adjusted income from continuing operations for the third quarter of 2013 increased $3.8 million to $4.2 million, compared to $0.4 million in the third quarter of 2012. A reconciliation of non-GAAP (adjusted) financial measures to comparable GAAP financial measures is provided as an appendix to this release.

Total liquidity as of September 30, 2013 was approximately $92.0 million, which includes cash and cash equivalents of $10.5 million and $81.5 million of borrowing availability under our existing revolver. Borrowings under the revolver decreased during the third quarter of 2013, primarily related to $46.8 million in IPO proceeds used to pay down the existing balance.

Outlook
Concluding, Mr. Rea said, "While we expect the normal seasonal and weather related slow-down in our business as we enter the winter months, we believe macroeconomic trends remain favorable for year-over-year improvement in our core markets. With the short- and mid-term objective of accelerating both our revenue growth and profitability, we plan to continue to invest in our strategic initiatives to better serve our core customers, expand our capacity and increase our operating capabilities."






Conference Call
Stock Building Supply will host a conference call on Wednesday, October 30, 2013 at 8:30 a.m. Eastern Time and will simultaneously broadcast it live over the Internet. To participate in the teleconference, please dial into the call a few minutes before the start time: 877-407-0784 (U.S.) and 201-689-8560 (international). A replay of the call will be available through November 5th. To access the replay, please dial 877-870-5176 (U.S.) and 858-384-5517 (international) and refer to pass code 10000618. The live webcast and archived replay can also be accessed on the Company's investor relations website at ir.stocksupply.com. The online archive of the webcast will be available for approximately 90 days.





About Stock Building Supply
Stock Building Supply operates in 20 metropolitan areas in 13 states primarily in the South and West regions of the United States (as defined by the U.S. Census Bureau). Today, we serve our customers from 66 strategically located facilities. We offer over 39,000 products including lumber and lumber sheet goods, millwork, doors, flooring, windows, structural components, engineered wood products, trusses, wall panels and other exterior products. Our customer base includes production homebuilders, custom homebuilders and repair and remodel contractors.

Non-GAAP Financial Measures
This press release presents Adjusted EBITDA and Adjusted income (loss) from continuing operations, which are non-GAAP financial measures within the meaning of applicable Securities and Exchange Commission rules and regulations. For a reconciliation of Adjusted EBITDA and Adjusted income (loss) from continuing operations under generally accepted accounting principles and for a discussion of the reasons why the Company believes that these non-GAAP financial measures provide information that is useful to investors, see the tables below under “Reconciliation of GAAP to Non-GAAP Measures.”

Forward-Looking Statements
This press release 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 Prospectus dated August 8, 2013 filed with the Securities and Exchange Commission. 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 press release, 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.

Investor Relations Contact
Stock Building Supply Holdings, Inc.
Mark Necaise

or

Solebury Communications Group LLC
Richard Zubek
(919) 431-1133





STOCK BUILDING SUPPLY HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(unaudited)

 
 
Three months ended September 30,
 
Nine months ended September 30,
(in thousands of dollars, except share and per share amounts)
 
2013
 
2012
 
2013
 
2012
Net sales
 
$
328,468

 
$
255,833

 
$
891,847

 
$
690,264

Cost of goods sold
 
253,087

 
197,317

 
691,166

 
533,263

Gross profit
 
75,381

 
58,516

 
200,681

 
157,001

Selling, general and administrative expenses
 
66,931

 
55,962

 
188,458

 
163,567

Depreciation expense
 
1,456

 
1,803

 
4,716

 
5,902

Amortization expense
 
563

 
364

 
1,672

 
1,093

IPO transaction-related costs
 
9,322

 

 
10,008

 

Restructuring expense
 
31

 
145

 
130

 
166

 
 
78,303

 
58,274

 
204,984

 
170,728

Income (loss) from operations
 
(2,922
)
 
242

 
(4,303
)
 
(13,727
)
Other income, net
 
 
 
 
 
 
 
 
Interest expense
 
(892
)
 
(1,022
)
 
(3,150
)
 
(3,070
)
Other income, net
 
200

 
137

 
596

 
36

Loss from continuing operations before income taxes
 
(3,614
)
 
(643
)
 
(6,857
)
 
(16,761
)
Income tax benefit (expense)
 
(1,989
)
 
394

 
(1,076
)
 
5,950

Loss from continuing operations
 
(5,603
)
 
(249
)
 
(7,933
)
 
(10,811
)
Income from discontinued operations, net of tax provision of ($54), ($168), ($237) and ($25), respectively
 
90

 
289

 
341

 
48

Net income (loss)
 
(5,513
)
 
40

 
(7,592
)
 
(10,763
)
Redeemable Class B Senior Preferred stock deemed dividend
 
(363
)
 
(1,144
)
 
(1,836
)
 
(3,366
)
Accretion of beneficial conversion feature on Convertible Class C Preferred stock
 

 

 

 
(5,000
)
Loss attributable to common stockholders
 
$
(5,876
)
 
$
(1,104
)
 
$
(9,428
)
 
$
(19,129
)
Weighted average common shares outstanding, basic and diluted
 
19,813,209

 
13,361,512

 
15,718,667

 
13,079,851

Basic and diluted income (loss) per share
 
 
 
 
 
 
 
 
Loss from continuing operations
 
$
(0.30
)
 
$
(0.10
)
 
$
(0.62
)
 
$
(1.46
)
Income from discontinued operations
 

 
0.02

 
0.02

 

Net loss per share
 
$
(0.30
)
 
$
(0.08
)
 
$
(0.60
)
 
$
(1.46
)







STOCK BUILDING SUPPLY HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(unaudited)

 
 
September 30,
2013
 
December 31,
2012
(in thousands of dollars, except share and per share amounts)
 
 
 
(as restated)
Assets
 
 
 
 
Current assets
 
 
 
 
Cash and cash equivalents
 
$
10,526

 
$
2,691

Restricted assets
 
567

 
3,821

Accounts receivable, net
 
125,413

 
90,297

Inventories, net
 
95,043

 
73,918

Costs in excess of billings on uncompleted contracts
 
9,059

 
5,176

Assets held for sale
 
2,795

 
6,198

Prepaid expenses and other current assets
 
8,902

 
8,682

Deferred income taxes
 
5,952

 
3,562

Total current assets
 
258,257

 
194,345

Property and equipment, net of accumulated depreciation
 
52,880

 
55,076

Intangible assets, net of accumulated amortization
 
25,353

 
25,865

Goodwill
 
7,186

 
6,511

Restricted assets
 
2,233

 
2,202

Other assets
 
2,160

 
2,013

Total assets
 
$
348,069

 
$
286,012

Liabilities and Stockholders' Equity
 
 
 
 
Current liabilities
 
 
 
 
Accounts payable
 
$
87,954

 
$
74,231

Accrued expenses and other liabilities
 
34,459

 
25,277

Revolving line of credit
 

 
72,218

Income taxes payable
 
6,100

 
2,939

Current portion of restructuring reserve
 
1,572

 
1,513

Current portion of capital lease obligation
 
1,343

 
1,329

Billings in excess of costs on uncompleted contracts
 
2,877

 
1,239

Total current liabilities
 
134,305

 
178,746

Revolving line of credit
 
60,073

 

Long-term portion of capital lease obligation
 
6,265

 
5,635

Deferred income taxes
 
15,650

 
16,983

Other long-term liabilities
 
7,528

 
9,007

Total liabilities
 
223,821

 
210,371

Commitments and contingencies
 
 
 
 
Redeemable Class A Junior Preferred stock, $.01 par value, 10,000 shares authorized and issued, 0 and 5,100 shares outstanding at September 30, 2013 and December 31, 2012, respectively
 

 

Redeemable Class B Senior Preferred stock, $.01 par value, 500,000 shares authorized, 75,000 shares issued, 0 and 36,388 shares outstanding at September 30, 2013 and December 31, 2012, respectively
 

 
36,477

Convertible Class C Preferred stock, $.01 par value, 5,000 shares authorized and issued, 0 and 5,000 shares outstanding at September 30, 2013 and December 31, 2012, respectively
 

 
5,000

Stockholders' equity
 
 
 
 
Class A common stock, $.01 par value, 22,725,500 shares authorized and issued, 0 and 11,590,005 shares outstanding at September 30, 2013 and December 31, 2012, respectively
 

 
116

Class B common stock, $.01 par value, 3,246,500 shares authorized, 2,870,712 shares issued, 0 and 2,870,712 shares outstanding at September 30, 2013 and December 31, 2012, respectively
 

 
29

Common stock, $.01 par value, 300,000,000 shares authorized, 26,107,231 and 0 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively
 
261

 

Additional paid-in capital
 
144,094

 
46,534

Retained deficit
 
(20,107
)
 
(12,515
)
Total stockholders' equity
 
124,248

 
34,164

Total liabilities and stockholders' equity
 
$
348,069

 
$
286,012






STOCK BUILDING SUPPLY HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(unaudited)
 
 
Nine months ended September 30,
(in thousands of dollars)
 
2013
 
2012
Cash flows from operating activities
 
 
 
 
Net loss
 
$
(7,592
)
 
$
(10,763
)
Adjustments to reconcile net loss to net cash used in operating activities
 
 
 
 
Depreciation expense
 
7,389

 
7,865

Amortization of intangible assets
 
1,672

 
1,093

Amortization of debt issuance costs
 
465

 
685

Change in deferred income taxes
 
(3,723
)
 
(3,196
)
Noncash stock compensation expense
 
573

 
1,069

Impairment of assets held for sale
 

 
101

Gain on sale of property, equipment and real estate held for sale
 
(270
)
 
(567
)
Bad debt expense
 
1,316

 
1,435

Change in assets and liabilities
 
 
 
 
Accounts receivable
 
(35,401
)
 
(34,319
)
Inventories, net
 
(20,598
)
 
(30,622
)
Accounts payable
 
14,735

 
25,761

Other assets and liabilities
 
6,904

 
16,774

Net cash used in operating activities
 
(34,530
)
 
(24,684
)
Cash flows from investing activities
 
 
 
 
Change in restricted assets
 
3,223

 
3,458

Purchase of business
 
(2,373
)
 

Proceeds from sale of property, equipment and real estate held for sale
 
3,070

 
922

Purchases of property and equipment
 
(2,574
)
 
(2,382
)
Net cash provided by investing activities
 
1,346

 
1,998

Cash flows from financing activities
 
 
 
 
Proceeds from revolving line of credit
 
961,160

 
753,580

Repayments of proceeds from revolving line of credit
 
(973,305
)
 
(726,120
)
Proceeds from issuance of common stock, net of offering costs
 
55,821

 

Other financing activities
 
(2,657
)
 
(1,277
)
Net cash provided by financing activities
 
41,019

 
26,183

Net increase in cash and cash equivalents
 
7,835

 
3,497

Cash and cash equivalents
 
 
 
 
Beginning of period
 
2,691

 
4,957

End of period
 
$
10,526

 
$
8,454






STOCK BUILDING SUPPLY HOLDINGS, INC. AND SUBSIDIARIES
Sales by Product Category
(unaudited)

 
Three months ended
September 30, 2013
 
Three months ended
September 30, 2012
 
 
(in thousands of dollars)
Sales
 
% of Sales
 
Sales
 
% of Sales
 
% Change
Structural components
$
46,335

 
14.1
%
 
$
28,978

 
11.3
%
 
59.9
%
Millwork & other interior products
58,215

 
17.7
%
 
47,956

 
18.7
%
 
21.4
%
Lumber & lumber sheet goods
114,147

 
34.8
%
 
91,394

 
35.7
%
 
24.9
%
Windows & other exterior products
71,463

 
21.8
%
 
54,803

 
21.4
%
 
30.4
%
Other building products & services
38,308

 
11.6
%
 
32,702

 
12.9
%
 
17.1
%
Total sales
$
328,468

 
100.0
%
 
$
255,833

 
100.0
%
 
28.4
%
 
Nine months ended
September 30, 2013
 
Nine months ended
September 30, 2012
 
 
(in thousands of dollars)
Sales
 
% of Sales
 
Sales
 
% of Sales
 
% Change
Structural components
$
117,367

 
13.2
%
 
$
77,818

 
11.3
%
 
50.8
%
Millwork & other interior products
161,213

 
18.1
%
 
130,793

 
18.9
%
 
23.3
%
Lumber & lumber sheet goods
329,744

 
37.0
%
 
240,884

 
34.9
%
 
36.9
%
Windows & other exterior products
182,062

 
20.4
%
 
150,335

 
21.8
%
 
21.1
%
Other building products & services
101,461

 
11.3
%
 
90,434

 
13.1
%
 
12.2
%
Total sales
$
891,847

 
100.0
%
 
$
690,264

 
100.0
%
 
29.2
%





STOCK BUILDING SUPPLY HOLDINGS, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Measures
(unaudited)

EBITDA is defined as net income (loss) before interest, income tax expense (benefit) and depreciation and amortization. Adjusted EBITDA is defined as EBITDA plus discontinued operations, net of taxes, restructuring expense, IPO transaction-related costs, management fees, non-cash compensation expense, acquisition costs, severance and other expenses related to store closures and business optimization and other expense resulting from the reduction of a tax indemnification asset. Adjusted income (loss) from continuing operations is defined as net income as adjusted for the same items deducted from EBITDA in calculating Adjusted EBITDA, and after tax effecting those items. Adjusted EBITDA and Adjusted income (loss) from continuing operations are intended as supplemental measures of our performance that are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). We believe that Adjusted EBITDA and Adjusted income (loss) from continuing operations provide useful information to management and investors regarding certain financial and business trends relating to our financial condition and operating results. Our management uses Adjusted EBITDA to compare our performance to that of prior periods for trend analyses, for purposes of determining management incentive compensation and for budgeting and planning purposes. Adjusted EBITDA is used in monthly financial reports prepared for management and our board of directors. We believe that the use of Adjusted EBITDA and Adjusted income (loss) from continuing operations provide additional tools for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with other distribution and retail companies, which may present similar non-GAAP financial measures to investors. However, our calculation of Adjusted EBITDA and Adjusted income (loss) from continuing operations are not necessarily comparable to similarly titled measures reported by other companies. Our management does not consider Adjusted EBITDA or Adjusted income (loss) from continuing operations in isolation or as alternatives to financial measures determined in accordance with GAAP. The principal limitation of Adjusted EBITDA is that it excludes significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements. Some of these limitations are: (i) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (ii) Adjusted EBITDA does not reflect our interest expense, or the requirements necessary to service interest or principal payments on our debt; (iii) Adjusted EBITDA does not reflect our income tax expenses or the cash requirements to pay our taxes; (iv) Adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditure or contractual commitments and (v) although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and Adjusted EBITDA does not reflect any cash requirements for such replacements. In order to compensate for these limitations, management presents Adjusted EBITDA in conjunction with GAAP results. You should review the reconciliation of net income (loss) to Adjusted EBITDA and to Adjusted income (loss) from continuing operations below, and should not rely on any single financial measure to evaluate our business.





STOCK BUILDING SUPPLY HOLDINGS, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Measures (continued)
(unaudited)

The following is a reconciliation of net income (loss) to EBITDA and Adjusted EBITDA.

 
 
Three months ended September 30,
 
Nine months ended September 30,
(in thousands of dollars)
 
2013
 
2012
 
2013
 
2012
Net income (loss), as reported
 
$
(5,513
)
 
$
40

 
$
(7,592
)
 
$
(10,763
)
Interest expense
 
892

 
1,022

 
3,150

 
3,070

Income tax expense (benefit)
 
1,989

 
(394
)
 
1,076

 
(5,950
)
Depreciation and amortization
 
3,032

 
2,778

 
9,058

 
8,839

EBITDA
 
$
400

 
$
3,446

 
$
5,692

 
$
(4,804
)
Discontinued operations, net of taxes
 
(90
)
 
(289
)
 
(341
)
 
(48
)
IPO transaction-related costs
 
9,322

 

 
10,008

 

Restructuring expense
 
31

 
145

 
130

 
166

Management fees (a)
 
239

 
330

 
1,205

 
1,097

Non-cash compensation expense
 
309

 
389

 
573

 
1,069

Acquisition costs (b)
 

 

 
257

 
46

Severance and other expenses related to store closures and business optimization (c)
 
229

 
231

 
721

 
1,035

Reduction of tax indemnification asset (d)
 

 

 

 
347

Adjusted EBITDA
 
$
10,440

 
$
4,252

 
$
18,245

 
$
(1,092
)






STOCK BUILDING SUPPLY HOLDINGS, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Measures (continued)
(unaudited)

The following is a reconciliation of net income (loss) to Adjusted income (loss) from continuing operations.

 
 
Three months ended September 30,
 
Nine months ended September 30,
(in thousands of dollars)
 
2013
 
2012
 
2013
 
2012
Net income (loss), as reported
 
$
(5,513
)
 
$
40

 
$
(7,592
)
 
$
(10,763
)
Discontinued operations, net of taxes
 
(90
)
 
(289
)
 
(341
)
 
(48
)
IPO transaction-related costs
 
9,322

 

 
10,008

 

Restructuring expense
 
31

 
145

 
130

 
166

Management fees (a)
 
239

 
330

 
1,205

 
1,097

Non-cash compensation expense
 
309

 
389

 
573

 
1,069

Acquisition costs (b)
 

 

 
257

 
46

Severance and other expenses related to store closures and business optimization (c)
 
229

 
231

 
721

 
1,035

Reduction of tax indemnification asset (d)
 

 

 

 
347

Tax effect of adjustments to continuing operations (e)
 
(297
)
 
(412
)
 
(1,218
)
 
(1,323
)
Adjusted income (loss) from continuing operations
 
$
4,230

 
$
434

 
$
3,743

 
$
(8,374
)
(a)
Represents the expense for management services provided by Gores and its affiliates.
(b)
Represents $0.2 million and $0.1 million related to the acquisitions of (i) Chesapeake Structural Systems, Inc., Creative Wood Products, LLC and Chestruc, LLC and (ii) Total Building Services Group, LLC, respectively, for the nine months ended September 30, 2013.
(c)
Represents (i) $0.0 million, $0.0 million, $0.2 million and $0.3 million of severance expense for the three months ended September 30, 2013 and 2012 and the nine months ended September 30, 2013 and 2012, respectively, and (ii) $0.2 million, $0.2 million, $0.5 million and $0.7 million related to closed locations, consisting of post-closure expenses for the three months ended September 30, 2013 and 2012 and the nine months ended September 30, 2013 and 2012, respectively.
(d)
Includes $0.3 million of expense related to the reduction of a tax indemnification asset, with a corresponding increase in income tax benefit, for the nine months ended September 30, 2012. This indemnification asset corresponds to the long-term liability related to uncertain tax positions for which Wolseley plc had indemnified the Company, which was reduced upon the expiration of the statute of limitations for certain tax periods.
(e)
The tax effect of adjustments to continuing operations, excluding approximately $9.2 million of non-deductible IPO transaction-related costs, was based on the respective transactions' income tax rate, which was 33.2%, 37.7%, 33.3% and 35.2% for the three months ended September 30, 2013 and 2012 and the nine months ended September 30, 2013 and 2012, respectively.