þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission file number: 1-32383
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BlueLinx Holdings Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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77-0627356
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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4300 Wildwood Parkway, Atlanta, Georgia
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30339
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ
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(Do not check if a smaller reporting company)
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Emerging growth company o
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(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. o
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PAGE
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Three Months Ended
|
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Six Months Ended
|
||||||||||||
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June 30, 2018
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July 1, 2017
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June 30, 2018
|
|
July 1, 2017
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||||||||
Net sales
|
$
|
892,952
|
|
|
$
|
474,001
|
|
|
$
|
1,330,439
|
|
|
$
|
902,609
|
|
Cost of sales
|
789,301
|
|
|
413,455
|
|
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1,171,463
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|
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787,629
|
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||||
Gross profit
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103,651
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|
|
60,546
|
|
|
158,976
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|
|
114,980
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||||
Operating expenses (income):
|
|
|
|
|
|
|
|
|
|
|
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||||
Selling, general, and administrative
|
91,723
|
|
|
49,151
|
|
|
150,963
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|
|
102,202
|
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||||
Gains from sales of property
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,700
|
)
|
||||
Depreciation and amortization
|
7,444
|
|
|
2,253
|
|
|
10,109
|
|
|
4,616
|
|
||||
Total operating expenses
|
99,167
|
|
|
51,404
|
|
|
161,072
|
|
|
100,118
|
|
||||
Operating income (loss)
|
4,484
|
|
|
9,142
|
|
|
(2,096
|
)
|
|
14,862
|
|
||||
Non-operating expenses (income):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
12,194
|
|
|
5,367
|
|
|
20,674
|
|
|
10,609
|
|
||||
Other income, net
|
(94
|
)
|
|
(139
|
)
|
|
(188
|
)
|
|
(278
|
)
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||||
Income (loss) before provision for
(benefit from) income taxes |
(7,616
|
)
|
|
3,914
|
|
|
(22,582
|
)
|
|
4,531
|
|
||||
Provision for (benefit from) income taxes
|
942
|
|
|
676
|
|
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(597
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)
|
|
709
|
|
||||
Net income (loss)
|
$
|
(8,558
|
)
|
|
$
|
3,238
|
|
|
$
|
(21,985
|
)
|
|
$
|
3,822
|
|
|
|
|
|
|
|
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||||||||
Basic earnings (loss) per share
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$
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(0.93
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)
|
|
$
|
0.36
|
|
|
$
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(2.40
|
)
|
|
$
|
0.42
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Diluted earnings (loss) per share
|
$
|
(0.93
|
)
|
|
$
|
0.35
|
|
|
$
|
(2.40
|
)
|
|
$
|
0.42
|
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss)
|
$
|
(8,558
|
)
|
|
$
|
3,238
|
|
|
$
|
(21,985
|
)
|
|
$
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3,822
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation, net of tax
|
(9
|
)
|
|
2
|
|
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(3
|
)
|
|
14
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||||
Amortization of unrecognized pension
loss, net of tax |
201
|
|
|
268
|
|
|
404
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|
|
536
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||||
Pension curtailment, net of tax
|
—
|
|
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(592
|
)
|
|
—
|
|
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(592
|
)
|
||||
Total other comprehensive income (loss)
|
192
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|
|
(322
|
)
|
|
401
|
|
|
(42
|
)
|
||||
Comprehensive income (loss)
|
$
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(8,366
|
)
|
|
$
|
2,916
|
|
|
$
|
(21,584
|
)
|
|
$
|
3,780
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|
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June 30, 2018
|
|
December 30, 2017
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||||
ASSETS
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|||||||
Current assets:
|
|
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||||
Cash
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$
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5,210
|
|
|
$
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4,696
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Receivables, less allowances of $4,554 and $2,761, respectively
|
329,980
|
|
|
134,072
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||
Inventories, net
|
409,713
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187,512
|
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||
Other current assets
|
43,734
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|
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17,124
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Total current assets
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788,637
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343,404
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Property and equipment:
|
|
|
|
|
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Land and land improvements
|
23,534
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|
30,802
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Buildings
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179,894
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|
84,781
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|
||
Machinery and equipment
|
113,278
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|
70,596
|
|
||
Construction in progress
|
742
|
|
|
570
|
|
||
Property and equipment, at cost
|
317,448
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|
|
186,749
|
|
||
Accumulated depreciation
|
(98,820
|
)
|
|
(102,977
|
)
|
||
Property and equipment, net
|
218,628
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|
83,772
|
|
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Goodwill and other intangibles, net
|
76,271
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|
|
—
|
|
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Deferred tax asset
|
43,763
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|
|
53,853
|
|
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Other non-current assets
|
17,818
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|
|
13,066
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Total assets
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$
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1,145,117
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$
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494,095
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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|||||||
Current liabilities:
|
|
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|
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|
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Accounts payable
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$
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156,068
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$
|
70,623
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Bank overdrafts
|
32,512
|
|
|
21,593
|
|
||
Accrued compensation
|
11,502
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|
|
9,229
|
|
||
Current maturities of long-term debt, net of
discount of $64 and $0, respectively |
1,736
|
|
|
—
|
|
||
Capital leases - short-term
|
8,239
|
|
|
3,552
|
|
||
Real estate deferred gains - short-term
|
5,330
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|
|
1,836
|
|
||
Other current liabilities
|
21,905
|
|
|
10,772
|
|
||
Total current liabilities
|
237,292
|
|
|
117,605
|
|
||
Non-current liabilities:
|
|
|
|
|
|
||
Long-term debt, net of discount of $12,311 and $3,792, respectively
|
615,055
|
|
|
276,677
|
|
||
Capital leases - long-term
|
147,073
|
|
|
14,007
|
|
||
Real estate deferred gains - long-term
|
88,355
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|
|
10,485
|
|
||
Pension benefit obligation
|
27,621
|
|
|
30,360
|
|
||
Other non-current liabilities
|
17,365
|
|
|
9,959
|
|
||
Total liabilities
|
1,132,761
|
|
|
459,093
|
|
||
|
|
|
|
||||
Commitments and Contingencies
|
|
|
|
|
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||
|
|
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|
||||
STOCKHOLDERS’ EQUITY:
|
|
|
|
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|
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Common Stock, $0.01 par value, Authorized - 20,000,000 shares,
Issued and Outstanding - 9,219,470 and 9,100,923, respectively |
92
|
|
|
91
|
|
||
Additional paid-in capital
|
258,525
|
|
|
259,588
|
|
||
Accumulated other comprehensive loss
|
(36,106
|
)
|
|
(36,507
|
)
|
||
Accumulated stockholders’ deficit
|
(210,155
|
)
|
|
(188,170
|
)
|
||
Total stockholders’ equity
|
12,356
|
|
|
35,002
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,145,117
|
|
|
$
|
494,095
|
|
|
Six Months Ended
|
||||||
|
June 30, 2018
|
|
July 1, 2017
|
||||
Net cash used in operating activities
|
$
|
(98,470
|
)
|
|
$
|
(53,892
|
)
|
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from sale of assets
|
107,960
|
|
|
27,598
|
|
||
Acquisition of business, net of cash acquired - see Note 2
|
(353,094
|
)
|
|
—
|
|
||
Property and equipment investments
|
(577
|
)
|
|
(189
|
)
|
||
Net cash provided by (used in) investing activities
|
(245,711
|
)
|
|
27,409
|
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Borrowings from revolving credit facilities
|
534,380
|
|
|
227,654
|
|
||
Repayments on revolving credit facilities
|
(267,449
|
)
|
|
(172,932
|
)
|
||
Borrowings from term loan
|
180,000
|
|
|
—
|
|
||
Repayments on term loan
|
(450
|
)
|
|
—
|
|
||
Principal payments on mortgage
|
(97,847
|
)
|
|
(28,976
|
)
|
||
Bank overdrafts
|
10,919
|
|
|
599
|
|
||
Debt financing costs
|
(9,775
|
)
|
|
—
|
|
||
Payments on capital lease obligations
|
(3,262
|
)
|
|
(1,889
|
)
|
||
Repurchase of shares to satisfy employee tax withholdings
|
(1,821
|
)
|
|
(226
|
)
|
||
Cash released from escrow related to the mortgage
|
—
|
|
|
1,490
|
|
||
Net cash provided by financing activities
|
344,695
|
|
|
25,720
|
|
||
|
|
|
|
||||
Net change in cash
|
514
|
|
|
(763
|
)
|
||
Cash at beginning of period
|
4,696
|
|
|
5,540
|
|
||
Cash at end of period
|
$
|
5,210
|
|
|
$
|
4,777
|
|
|
|
Proforma
|
||||||||||||||
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands, except per share data)
|
|
June 30, 2018
|
|
July 1, 2017
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||||
Net sales
|
|
$
|
948,555
|
|
|
$
|
848,644
|
|
|
$
|
1,732,822
|
|
|
$
|
1,618,383
|
|
Net income (loss)
|
|
9,180
|
|
|
5,963
|
|
|
(1,439
|
)
|
|
(30,290
|
)
|
||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
1.00
|
|
|
$
|
0.66
|
|
|
$
|
(0.16
|
)
|
|
$
|
(3.36
|
)
|
Diluted
|
|
0.98
|
|
|
0.65
|
|
|
(0.16
|
)
|
|
(3.36
|
)
|
[1]
|
Payments to Cedar Creek’s shareholders include the purchase of common stock and certain escrow adjustments.
|
[2]
|
The Cedar Creek note payable to a shareholder of $13.7 million was paid in full upon the acquisition of Cedar Creek and included $10 million in subordinated debt and $3.7 million in accrued interest.
|
[3]
|
To finance the acquisition of Cedar Creek, the Company amended and restated its Revolving Credit Facility to increase the availability thereunder to $600.0 million, with an uncommitted accordion feature of up to $150.0 million, and also entered into a new $180.0 million senior secured Term Loan Facility (See Note 6).
|
(In thousands)
|
|
Gross carrying amounts
|
|
Accumulated
Amortization
|
[2]
|
Net carrying amounts
|
||||||
Customer relationships
|
|
$
|
26,500
|
|
|
$
|
(934
|
)
|
|
$
|
25,566
|
|
Noncompete agreements
|
|
|
7,980
|
|
|
|
(450
|
)
|
|
|
7,530
|
|
Trade names
|
|
|
6,826
|
|
|
|
(480
|
)
|
|
|
6,346
|
|
Favorable leasehold interests[1]
|
|
|
800
|
|
|
|
(12
|
)
|
|
|
788
|
|
Total
|
|
$
|
42,106
|
|
|
$
|
(1,876
|
)
|
|
$
|
40,230
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands)
|
June 30, 2018
|
|
July 1, 2017
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||||
Structural products
|
$
|
422,464
|
|
|
$
|
213,986
|
|
|
$
|
628,861
|
|
|
$
|
404,699
|
|
Specialty products
|
473,410
|
|
|
263,749
|
|
|
704,891
|
|
|
502,868
|
|
||||
Other[1]
|
(2,922
|
)
|
|
(3,734
|
)
|
|
(3,313
|
)
|
|
(4,958
|
)
|
||||
Total net sales
|
$
|
892,952
|
|
|
$
|
474,001
|
|
|
$
|
1,330,439
|
|
|
$
|
902,609
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands)
|
June 30, 2018
|
|
July 1, 2017
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||||
Warehouse
|
$
|
704,328
|
|
|
$
|
353,157
|
|
|
$
|
1,037,633
|
|
|
$
|
672,588
|
|
Direct
|
165,630
|
|
|
97,729
|
|
|
248,572
|
|
|
185,240
|
|
||||
Reload and service revenue
|
34,914
|
|
|
31,515
|
|
|
63,184
|
|
|
59,902
|
|
||||
Variable consideration
|
(11,920
|
)
|
|
(8,400
|
)
|
|
(18,950
|
)
|
|
(15,121
|
)
|
||||
Total net sales
|
$
|
892,952
|
|
|
$
|
474,001
|
|
|
$
|
1,330,439
|
|
|
$
|
902,609
|
|
(In thousands)
|
June 30, 2018
|
|
December 30, 2017[2]
|
||||
Employee benefits[1]
|
$
|
7,750
|
|
|
$
|
2,169
|
|
Insurance reserves and retention
|
3,239
|
|
|
4,070
|
|
||
State income taxes payable
|
3,230
|
|
|
14
|
|
||
Property, sales, and other non-income taxes payable
|
5,270
|
|
|
3,226
|
|
||
Accrued interest and other
|
2,416
|
|
|
1,293
|
|
||
Total
|
$
|
21,905
|
|
|
$
|
10,772
|
|
LONG-TERM DEBT
|
|
|
|
|
|
|
|
|
||
|
|
|
|
June 30,
|
|
December 30,
|
||||
(In thousands)
|
|
Maturity Date
|
|
2018
|
|
2017
|
||||
Revolving Credit Facility (net of deferred financing
fees of $6.0 million and $3.1 million at June 30, 2018 and December 30, 2017, respectively) |
|
October 10, 2022
|
|
$
|
443,586
|
|
|
$
|
179,569
|
|
Mortgage Note Payable (net of deferred financing fees
of $0 million and $0.8 million at June 30, 2018 and December 30, 2017, respectively) |
|
NA
|
|
|
—
|
|
|
|
97,108
|
|
Term Loan Facility (net of deferred financing fees
of $6.4 million and $0 million at June 30, 2018 and December 30, 2017, respectively) |
|
October 13, 2023
|
|
|
173,205
|
|
|
|
—
|
|
Total debt
|
|
|
|
|
616,791
|
|
|
|
276,677
|
|
Less: current portion of long-term debt
|
|
|
|
|
(1,736
|
)
|
|
|
—
|
|
Long-term debt, net
|
|
|
|
$
|
615,055
|
|
|
$
|
276,677
|
|
(In thousands)
|
|
|
||
2018
|
|
$
|
900
|
|
2019
|
|
|
1,800
|
|
2020
|
|
|
1,800
|
|
2021
|
|
|
1,800
|
|
2022
|
|
|
1,800
|
|
Thereafter
|
|
|
171,450
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands)
|
June 30, 2018
|
|
July 1, 2017
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||||
Service cost
|
$
|
133
|
|
|
$
|
183
|
|
|
$
|
266
|
|
|
$
|
366
|
|
Interest cost on projected benefit obligation
|
963
|
|
|
1,178
|
|
|
1,926
|
|
|
2,356
|
|
||||
Expected return on plan assets
|
(1,327
|
)
|
|
(1,584
|
)
|
|
(2,654
|
)
|
|
(3,168
|
)
|
||||
Amortization of unrecognized loss
|
271
|
|
|
268
|
|
|
542
|
|
|
536
|
|
||||
Net periodic pension cost
|
$
|
40
|
|
|
$
|
45
|
|
|
$
|
80
|
|
|
$
|
90
|
|
|
|
June 30, 2018[1]
|
|
December 30, 2017[2]
|
||||
Stock price
|
|
$
|
37.44
|
|
|
$
|
9.76
|
|
Expected volatility
|
|
65.04
|
%
|
|
33.80
|
%
|
||
Risk-free interest rate
|
|
1.73
|
%
|
|
1.55
|
%
|
||
Expected term (in years)
|
|
0.04
|
|
|
0.54
|
|
||
Expected dividend yield
|
|
Not applicable
|
|
|
Not applicable
|
|
(In thousands)
|
Principal[1]
|
|
Interest
|
||||
2018
|
$
|
4,553
|
|
|
$
|
7,244
|
|
2019
|
7,464
|
|
|
13,801
|
|
||
2020
|
6,758
|
|
|
13,425
|
|
||
2021
|
4,446
|
|
|
13,129
|
|
||
2022
|
3,782
|
|
|
12,923
|
|
||
Thereafter
|
128,309
|
|
|
182,819
|
|
||
Total
|
$
|
155,312
|
|
|
$
|
243,341
|
|
(In thousands)
|
Foreign currency, net
of tax
|
|
Defined
benefit pension
plan, net of tax
|
|
Other,
net of tax
|
|
Total Accumulated Other Comprehensive Loss
|
||||||||
December 30, 2017, beginning balance
|
$
|
674
|
|
|
$
|
(37,393
|
)
|
|
$
|
212
|
|
|
$
|
(36,507
|
)
|
Other comprehensive income (loss), net of tax [1]
|
(3
|
)
|
|
404
|
|
|
—
|
|
|
401
|
|
||||
June 30, 2018, ending balance, net of tax
|
$
|
671
|
|
|
$
|
(36,989
|
)
|
|
$
|
212
|
|
|
$
|
(36,106
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(in thousands, except per share data)
|
June 30, 2018
|
|
July 1, 2017
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||||
Net income (loss)
|
$
|
(8,558
|
)
|
|
$
|
3,238
|
|
|
$
|
(21,985
|
)
|
|
$
|
3,822
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted shares outstanding
|
9,215
|
|
|
9,055
|
|
|
9,176
|
|
|
9,011
|
|
||||
Dilutive effect of share-based awards
|
—
|
|
|
135
|
|
|
—
|
|
|
130
|
|
||||
Diluted weighted average shares outstanding
|
9,215
|
|
|
9,190
|
|
|
9,176
|
|
|
9,141
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share
|
$
|
(0.93
|
)
|
|
$
|
0.36
|
|
|
$
|
(2.40
|
)
|
|
$
|
0.42
|
|
Diluted earnings (loss) per share
|
$
|
(0.93
|
)
|
|
$
|
0.35
|
|
|
$
|
(2.40
|
)
|
|
$
|
0.42
|
|
•
|
the imposition or threat of protectionist trade policies or import or export tariffs;
|
•
|
modified or new global or regional trade agreements;
|
•
|
changes in the prices, supply and/or demand for products which we distribute;
|
•
|
inventory management and commodities pricing;
|
•
|
new housing starts and inventory levels of existing homes for sale;
|
•
|
general economic and business conditions in the U.S.;
|
•
|
acceptance by our customers of our privately branded products;
|
•
|
financial condition and creditworthiness of our customers;
|
•
|
supply from our key vendors;
|
•
|
reliability of the technologies we utilize;
|
•
|
activities of competitors;
|
•
|
changes in significant operating expenses;
|
•
|
fuel costs;
|
•
|
risk of losses associated with accidents;
|
•
|
exposure to product liability claims;
|
•
|
changes in the availability of capital and interest rates;
|
•
|
adverse weather patterns or conditions;
|
•
|
acts of cyber intrusion;
|
•
|
our ability to realize anticipated synergies from the acquisition of Cedar Creek and to integrate Cedar Creek’s business;
|
•
|
risk of loss of material customers, suppliers, or product lines in connection with the acquisition;
|
•
|
the significant indebtedness that we have incurred in connection with the Cedar Creek acquisition;
|
•
|
charges or other liabilities relating to the Cedar Creek acquisition;
|
•
|
variations in the performance of the financial markets, including the credit markets; and
|
•
|
other factors described herein and in Item 1A of our Annual Report on Form 10-K for the year ended December 30, 2017, as filed with the SEC and as supplemented in the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2018.
|
(Dollars in thousands)
|
Second Quarter of Fiscal 2018[1]
|
|
% of
Net Sales |
|
Second Quarter of Fiscal 2017
|
|
% of
Net Sales |
||||
Net sales
|
$
|
892,952
|
|
|
100.0%
|
|
$
|
474,001
|
|
|
100.0%
|
|
|
|
|
|
|
|
|
||||
Gross profit
|
103,651
|
|
|
11.6%
|
|
60,546
|
|
|
12.8%
|
||
Selling, general, and administrative
|
91,723
|
|
|
10.3%
|
|
49,151
|
|
|
10.4%
|
||
Gains from sales of property
|
—
|
|
|
—%
|
|
—
|
|
|
—%
|
||
Depreciation and amortization
|
7,444
|
|
|
0.8%
|
|
2,253
|
|
|
0.5%
|
||
Operating income (loss)
|
4,484
|
|
|
0.5%
|
|
9,142
|
|
|
1.9%
|
||
Interest expense
|
12,194
|
|
|
1.4%
|
|
5,367
|
|
|
1.1%
|
||
Other income, net
|
(94
|
)
|
|
—%
|
|
(139
|
)
|
|
—%
|
||
Income (loss) before provision for
(benefit from) income taxes |
(7,616
|
)
|
|
(0.9)%
|
|
3,914
|
|
|
0.8%
|
||
Provision for (benefit from) income taxes
|
942
|
|
|
0.1%
|
|
676
|
|
|
0.1%
|
||
Net income (loss)
|
$
|
(8,558
|
)
|
|
(1.0)%
|
|
$
|
3,238
|
|
|
0.7%
|
(Dollars in thousands)
|
First Six Months of Fiscal 2018[1]
|
|
% of
Net Sales |
|
First Six Months of Fiscal 2017
|
|
% of
Net Sales |
||||
Net sales
|
$
|
1,330,439
|
|
|
100.0%
|
|
$
|
902,609
|
|
|
100.0%
|
|
|
|
|
|
|
|
|
||||
Gross profit
|
158,976
|
|
|
11.9%
|
|
114,980
|
|
|
12.7%
|
||
Selling, general, and administrative
|
150,963
|
|
|
11.3%
|
|
102,202
|
|
|
11.3%
|
||
Gains from sales of property
|
—
|
|
|
—%
|
|
(6,700
|
)
|
|
(0.7)%
|
||
Depreciation and amortization
|
10,109
|
|
|
0.8%
|
|
4,616
|
|
|
0.5%
|
||
Operating income (loss)
|
(2,096
|
)
|
|
(0.2)%
|
|
14,862
|
|
|
1.6%
|
||
Interest expense
|
20,674
|
|
|
1.6%
|
|
10,609
|
|
|
1.2%
|
||
Other income, net
|
(188
|
)
|
|
—%
|
|
(278
|
)
|
|
—%
|
||
Income (loss) before provision for
(benefit from) income taxes |
(22,582
|
)
|
|
(1.7)%
|
|
4,531
|
|
|
0.5%
|
||
Provision for (benefit from) income taxes
|
(597
|
)
|
|
—%
|
|
709
|
|
|
0.1%
|
||
Net income (loss)
|
$
|
(21,985
|
)
|
|
(1.7)%
|
|
$
|
3,822
|
|
|
0.4%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In millions)
|
June 30, 2018
|
[1]
|
July 1, 2017
|
|
June 30, 2018
|
[1]
|
July 1, 2017
|
||||||||
Structural products
|
$
|
423
|
|
|
$
|
214
|
|
|
$
|
629
|
|
|
$
|
405
|
|
Specialty products
|
473
|
|
|
264
|
|
|
704
|
|
|
503
|
|
||||
Other[2]
|
(3
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|
(5
|
)
|
||||
Net sales
|
$
|
893
|
|
|
$
|
474
|
|
|
$
|
1,330
|
|
|
$
|
903
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In millions)
|
June 30, 2018 [1]
|
|
July 1, 2017
|
|
June 30, 2018 [1]
|
|
July 1, 2017
|
||||||||
Structural products
|
$
|
41
|
|
|
$
|
19
|
|
|
$
|
61
|
|
|
$
|
37
|
|
Specialty products
|
63
|
|
|
40
|
|
|
98
|
|
|
75
|
|
||||
Other[2]
|
—
|
|
|
2
|
|
|
—
|
|
|
3
|
|
||||
Gross profit
|
$
|
104
|
|
|
$
|
61
|
|
|
$
|
159
|
|
|
$
|
115
|
|
Gross margin percentage by category
|
|
|
|
|
|
|
|
|
|
|
|
||||
Structural products
|
9.7
|
%
|
|
8.7
|
%
|
|
9.8
|
%
|
|
9.2
|
%
|
||||
Specialty products
|
14.0
|
%
|
|
15.3
|
%
|
|
13.8
|
%
|
|
14.9
|
%
|
||||
Total gross margin percentage
|
11.6
|
%
|
|
12.8
|
%
|
|
12.0
|
%
|
|
12.7
|
%
|
|
|
|
|
June 30,
|
|
December 30,
|
||||
(In thousands)
|
|
Maturity Date
|
|
2018
|
|
2017
|
||||
Revolving Credit Facility (net of deferred financing
fees of $6.0 million and $3.1 million at June 30, 2018 and December 30, 2017, respectively) |
|
October 10, 2022
|
|
$
|
443,586
|
|
|
$
|
179,569
|
|
Mortgage Note Payable (net of deferred financing fees
of $0 million and $0.8 million at June 30, 2018 and December 30, 2017, respectively) |
|
NA
|
|
|
—
|
|
|
|
97,108
|
|
Term Loan Facility (net of deferred financing fees
of $6.4 million and $0 million at June 30, 2018 and December 30, 2017, respectively) |
|
October 13, 2023
|
|
|
173,205
|
|
|
|
—
|
|
Total debt
|
|
|
|
|
616,791
|
|
|
|
276,677
|
|
Less: current portion of long-term debt
|
|
|
|
|
(1,736
|
)
|
|
|
—
|
|
Long-term debt, net
|
|
|
|
$
|
615,055
|
|
|
$
|
276,677
|
|
Selected financial information (in thousands)
|
|||||||||||
|
June 30, 2018
|
|
December 30, 2017
|
|
July 1, 2017
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash
|
$
|
5,210
|
|
|
$
|
4,696
|
|
|
$
|
4,777
|
|
Receivables, less allowance for doubtful accounts
|
329,980
|
|
|
134,072
|
|
|
167,570
|
|
|||
Inventories, net
|
409,713
|
|
|
187,512
|
|
|
220,677
|
|
|||
Other current assets
|
43,734
|
|
|
17,124
|
|
|
20,228
|
|
|||
Total current assets
|
$
|
788,637
|
|
|
$
|
343,404
|
|
|
$
|
413,252
|
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
|
||||
Accounts payable
|
$
|
156,068
|
|
|
$
|
70,623
|
|
|
$
|
96,363
|
|
Bank overdrafts
|
32,512
|
|
|
21,593
|
|
|
22,296
|
|
|||
Accrued compensation
|
11,502
|
|
|
9,229
|
|
|
6,047
|
|
|||
Current maturities of long-term debt, net of discount
|
1,736
|
|
|
—
|
|
|
56,585
|
|
|||
Capital leases - short-term
|
8,239
|
|
|
3,552
|
|
|
3,482
|
|
|||
Real estate deferred gains - short-term
|
5,330
|
|
|
1,836
|
|
|
1,811
|
|
|||
Other current liabilities
|
21,905
|
|
|
10,772
|
|
|
8,599
|
|
|||
Total current liabilities
|
$
|
237,292
|
|
|
$
|
117,605
|
|
|
$
|
195,183
|
|
|
|
|
|
|
|
||||||
Operating working capital
|
$
|
553,081
|
|
|
$
|
225,799
|
|
|
$
|
274,654
|
|
Exhibit
Number
|
|
Description
|
10.1
|
|
Amended and Restated Credit Agreement, dated April 13, 2018, by and among BlueLinx Holdings Inc., certain of subsidiaries of BlueLinx Holdings Inc. as borrowers or guarantors thereunder, Wells Fargo Bank, National Association, as administrative agent, and certain other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 16, 2018 (the “April 16, 2018 Form 8-K”)).
|
10.2
|
|
Amended and Restated Guaranty and Security Agreement, dated April 13, 2018, by and among BlueLinx Holdings Inc., certain of subsidiaries of BlueLinx Holdings Inc., and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 to the April 16, 2018 Form 8-K).
|
10.3
|
|
Credit and Guaranty Agreement, dated April 13, 2018, by and among BlueLinx Holdings Inc., certain of subsidiaries of BlueLinx Holdings Inc. as guarantors thereunder, HPS Investment Partners, LLC, as administrative agent and collateral agent, and certain other financial institutions party thereto (incorporated by reference to Exhibit 10.3 to the April 16, 2018 Form 8-K).
|
10.4
|
|
Pledge and Security Agreement, dated April 13, 2018, by and among BlueLinx Holdings Inc., certain subsidiaries of BlueLinx Holdings Inc., and HPS Investment Partners, LLC (incorporated by reference to Exhibit 10.4 to the April 16, 2018 Form 8-K).
|
10.5
|
w
|
Employment Agreement, dated as of April 13, 2018, between BlueLinx Corporation and Alex Averitt (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 19, 2018 (the “April 19, 2018 Form 8-K”)).
|
10.6
|
w
|
BlueLinx Corporation Integration Incentive Plan (incorporated by reference to Exhibit 10.2 to the April 19, 2018 Form 8-K).
|
10.7
|
w
|
BlueLinx Corporation Integration Incentive Plan Form of Participation Agreement (incorporated by reference to Exhibit 10.3 to the April 19, 2018 Form 8-K).
|
10.8
|
w
|
First Amendment to BlueLinx Holdings Inc. 2016 Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 18, 2018).
|
10.9
|
* w
|
|
10.10
|
* w
|
|
10.11
|
* w
|
|
10.12
|
* w
|
|
10.13
|
* w
|
|
10.14
|
* w
|
|
31.1
|
*
|
|
31.2
|
*
|
|
32.1
|
**
|
|
32.2
|
**
|
|
101.Def
|
|
Definition Linkbase Document.
|
|
|
|
|
|
|
BlueLinx Holdings Inc.
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date: August 9, 2018
|
By:
|
/s/ Susan C. O’Farrell
|
|
|
|
Susan C. O’Farrell
|
|
|
|
Senior Vice President, Chief Financial Officer, Treasurer, and Principal Accounting Officer
|
(1)
|
I have reviewed this quarterly report on Form 10-Q of BlueLinx Holdings Inc.;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5)
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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August 9, 2018
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/s/ Mitchell B. Lewis
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Mitchell B. Lewis
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President and Chief Executive Officer
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(1)
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I have reviewed this quarterly report on Form 10-Q of BlueLinx Holdings Inc.;
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(2)
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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(3)
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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(4)
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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(5)
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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August 9, 2018
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/s/ Susan C. O’Farrell
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Susan C. O’Farrell
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Chief Financial Officer and Treasurer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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August 9, 2018
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/s/ Mitchell B. Lewis
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Mitchell B. Lewis
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President and Chief Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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August 9, 2018
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/s/ Susan C. O’Farrell
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Susan C. O’Farrell
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Chief Financial Officer and Treasurer
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