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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 29, 2018
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OR
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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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Delaware
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77-0627356
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1950 Spectrum Circle, Suite 300, Marietta, Georgia
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30067
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common stock, par value $0.01 per share
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New York Stock Exchange
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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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Emerging growth company o
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•
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providing “less-than-truckload” delivery services;
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•
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pre-negotiated program pricing plans;
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•
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inventory stocking;
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•
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automated order processing through an electronic data interchange, or “EDI”, that provides a direct link between us and our customers;
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•
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intermodal distribution services, including railcar unloading and cargo reloading onto customers’ trucks;
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•
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milling and fabrication services; and
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•
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backhaul services, when otherwise empty trucks are returning from customer deliveries.
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•
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make us more vulnerable to general adverse economic and industry conditions;
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•
|
limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, and other general corporate requirements;
|
•
|
expose us to interest rate fluctuations because the interest rate on the debt under our revolving credit facility is variable;
|
•
|
require us to dedicate a substantial portion of our cash flows to payments on our debt, thereby reducing the availability of our cash flows for operations and other purposes;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business, and the industry in which we operate; and
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•
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place us at a competitive disadvantage compared to competitors that may have proportionately less debt, and therefore may be in a better position to obtain favorable credit terms.
|
•
|
economic and demand factors affecting the building products distribution industry;
|
•
|
external factors affecting availability of credit;
|
•
|
pricing pressures;
|
•
|
increased operating costs;
|
•
|
competitive conditions; and
|
•
|
other operating difficulties.
|
•
|
incur additional debt;
|
•
|
grant liens on assets;
|
•
|
make investments;
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•
|
sell or acquire assets, including certain real estate assets, outside the ordinary course of business;
|
•
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engage in transactions with affiliates; and
|
•
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make fundamental business changes.
|
•
|
the commodity nature of many of our products and their price movements, which are driven largely by capacity utilization rates and industry cycles that affect supply and demand;
|
•
|
general economic conditions, including but not limited to housing starts, construction labor shortages, repair and remodel activity and commercial construction, foreclosure rates, interest rates, unemployment rates, and mortgage availability and pricing, as well as other consumer financing mechanisms, that ultimately affect demand for our products;
|
•
|
supply chain disruptions;
|
•
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the highly competitive nature of our industry;
|
•
|
disintermediation;
|
•
|
the impact of actuarial assumptions and regulatory activity on pension costs and pension funding requirements;
|
•
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the financial condition and creditworthiness of our customers;
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•
|
our substantial indebtedness, including the possibility that we may not generate sufficient cash flows from operations or that future borrowings may not be available in amounts sufficient to fulfill our debt obligations and fund other liquidity needs;
|
•
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cost of compliance with government regulations;
|
•
|
adverse customs and tariff rulings;
|
•
|
protectionist trade policies and import tariffs;
|
•
|
labor disruptions, shortages of skilled and technical labor, or increased labor costs;
|
•
|
increased healthcare costs;
|
•
|
the need to successfully implement succession plans for our senior managers and other associates;
|
•
|
our ability to successfully complete potential acquisitions, achieve expected synergies from acquisitions or integrate efficiently acquired operations;
|
•
|
disruption in our information technology systems;
|
•
|
significant maintenance issues or failures with respect to our tractors, trailers, forklifts, and other major equipment;
|
•
|
severe weather phenomena such as drought, hurricanes, tornadoes, and fire;
|
•
|
condemnations of all or part of our real property; and
|
•
|
fluctuations in the market for our equity.
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Property Type
|
Number
|
|
Owned
Facilities
(sq. ft.)
|
|
Leased
Facilities
(sq. ft.)
|
|||
Office Space (1)
|
2
|
|
|
15,423
|
|
|
68,023
|
|
Warehouses and other real property (2)
|
69
|
|
|
5,362,813
|
|
|
9,015,465
|
|
TOTAL
|
71
|
|
|
5,378,236
|
|
|
9,083,488
|
|
(1)
|
Consists of our corporate headquarters in Marietta, Georgia and a sales center in Denver, Colorado.
|
(2)
|
Includes properties held for sale.
|
•
|
the integration of the Cedar Creek business with ours;
|
•
|
changes in the prices, supply and/or demand for products which we distribute;
|
•
|
inventory management and commodities pricing;
|
•
|
new housing starts;
|
•
|
general economic and business conditions in the U.S.;
|
•
|
disintermediation by our customers and suppliers;
|
•
|
acceptance by our customers of our branded and privately branded products;
|
•
|
financial condition and credit worthiness of our customers;
|
•
|
supply from 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 and other legal proceedings;
|
•
|
changes in the availability of capital and interest rates;
|
•
|
adverse weather patterns or conditions;
|
•
|
acts of cyber intrusion or other disruptions to our information technology systems;
|
•
|
variations in the performance of the financial markets, including the credit markets; and
|
•
|
the risk factors discussed under Item 1A Risk Factors and elsewhere in this Annual Report on Form 10-K.
|
|
Fiscal 2018
|
|
% of
Net
Sales
|
|
Fiscal 2017
|
|
% of
Net
Sales
|
||||
|
(Dollars in thousands)
|
||||||||||
Net sales
|
$
|
2,862,850
|
|
|
100.0%
|
|
$
|
1,815,535
|
|
|
100.0%
|
Gross profit
|
331,854
|
|
|
11.6%
|
|
231,029
|
|
|
12.7%
|
||
Selling, general, and administrative
|
319,314
|
|
|
11.2%
|
|
198,709
|
|
|
10.9%
|
||
Gains from sales of property
|
—
|
|
|
—%
|
|
(6,700
|
)
|
|
(0.4)%
|
||
Depreciation and amortization
|
25,826
|
|
|
0.9%
|
|
9,032
|
|
|
0.5%
|
||
Operating (loss) income
|
(13,286
|
)
|
|
(0.5)%
|
|
29,988
|
|
|
1.7%
|
||
Interest expense, net
|
47,301
|
|
|
1.7%
|
|
21,225
|
|
|
1.2%
|
||
Other income, net
|
(380
|
)
|
|
—%
|
|
(822
|
)
|
|
—%
|
||
(Loss) income before benefit from income taxes
|
(60,207
|
)
|
|
(2.1)%
|
|
9,585
|
|
|
0.5%
|
||
Benefit from income taxes
|
(12,154
|
)
|
|
(0.4)%
|
|
(53,409
|
)
|
|
(2.9)%
|
||
Net (loss) income
|
$
|
(48,053
|
)
|
|
(1.7)%
|
|
$
|
62,994
|
|
|
3.5%
|
|
Fiscal 2018
|
|
Fiscal 2017
|
||||
|
(In thousands)
|
||||||
Sales by category
|
|
|
|
||||
Structural products
|
$
|
1,286,119
|
|
|
$
|
841,862
|
|
Specialty products
|
1,593,969
|
|
|
988,824
|
|
||
Other (1)
|
(17,238
|
)
|
|
(15,151
|
)
|
||
Total sales
|
$
|
2,862,850
|
|
|
$
|
1,815,535
|
|
|
Fiscal 2017
|
|
% of
Net
Sales
|
|
Fiscal 2016
|
|
% of
Net
Sales
|
||||
|
(Dollars in thousands)
|
||||||||||
Net sales
|
$
|
1,815,535
|
|
|
100.0%
|
|
$
|
1,881,043
|
|
|
100.0%
|
Gross profit
|
231,029
|
|
|
12.7%
|
|
227,406
|
|
|
12.1%
|
||
Selling, general, and administrative
|
198,709
|
|
|
10.9%
|
|
204,509
|
|
|
10.9%
|
||
Gains from sales of property
|
(6,700
|
)
|
|
(0.4)%
|
|
(28,097
|
)
|
|
(1.5)%
|
||
Depreciation and amortization
|
9,032
|
|
|
0.5%
|
|
9,342
|
|
|
0.5%
|
||
Operating income
|
29,988
|
|
|
1.7%
|
|
41,652
|
|
|
2.2%
|
||
Interest expense, net
|
21,225
|
|
|
1.2%
|
|
24,898
|
|
|
1.3%
|
||
Other income, net
|
(822
|
)
|
|
—%
|
|
(452
|
)
|
|
—%
|
||
Income before (benefit from) provision for income taxes
|
9,585
|
|
|
0.5%
|
|
17,206
|
|
|
0.9%
|
||
(Benefit from) provision for income taxes
|
(53,409
|
)
|
|
(2.9)%
|
|
1,121
|
|
|
0.1%
|
||
Net income
|
$
|
62,994
|
|
|
3.5%
|
|
$
|
16,085
|
|
|
0.9%
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||
|
(Dollars in thousands)
|
||||||
Sales by category
|
|
|
|
||||
Structural products
|
$
|
842,182
|
|
|
$
|
775,425
|
|
Specialty products
|
985,902
|
|
|
1,122,731
|
|
||
Other (1)
|
(12,549
|
)
|
|
(17,113
|
)
|
||
Total sales
|
$
|
1,815,535
|
|
|
$
|
1,881,043
|
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||
|
(Dollars in thousands)
|
||||||
Net sales
|
$
|
1,815,535
|
|
|
$
|
1,881,043
|
|
Less: non-GAAP adjustments
|
—
|
|
|
129,184
|
|
||
Adjusted same-center net sales
|
$
|
1,815,535
|
|
|
$
|
1,751,859
|
|
Adjusted year-over-year percentage increase
|
3.6%
|
|
|
|
|||
|
|
|
|
||||
Gross profit
|
$
|
231,029
|
|
|
$
|
227,406
|
|
Less: non-GAAP adjustments
|
50
|
|
|
7,617
|
|
||
Adjusted same-center gross profit
|
$
|
230,979
|
|
|
$
|
219,789
|
|
(1)
|
The above schedule is not a presentation made in accordance with GAAP, and is not intended to present a superior measure of the financial condition from those determined under GAAP. Adjusted net sales and adjusted gross profit as used herein, are not necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation.
|
|
|
|
|
December 29,
|
|
December 30,
|
||||
(In thousands)
|
|
Maturity Date
|
|
2018
|
|
2017
|
||||
Revolving Credit Facility (net of discounts and debt issuance costs of $6.0 million and $3.1 million at December 29, 2018 and December 30, 2017, respectively)
|
|
October 10, 2022
|
|
$
|
327,319
|
|
|
$
|
179,569
|
|
Mortgage Note Payable (net of discounts and debt issuance costs of $0.8 million at December 30, 2017)
|
|
|
|
—
|
|
|
97,108
|
|
||
Term Loan Facility (net of discounts and debt issuance costs of $6.7 million at December 29, 2018)
|
|
October 13, 2023
|
|
172,356
|
|
|
—
|
|
||
Total debt
|
|
|
|
499,675
|
|
|
276,677
|
|
||
Less: current portion of long-term debt
|
|
|
|
(1,736
|
)
|
|
—
|
|
||
Long-term debt, net
|
|
|
|
$
|
497,939
|
|
|
$
|
276,677
|
|
Change in Assumption
|
|
Effect on 2019 Pension Expense
|
|
Effect on Accrued Pension Liability at December 29, 2018
|
||||
|
|
(In thousands)
|
||||||
0.25% decrease in discount rate
|
|
$
|
3
|
|
|
$
|
3,011
|
|
0.25% increase in discount rate
|
|
$
|
(20
|
)
|
|
$
|
(2,881
|
)
|
0.25% decrease in expected long-term rate of return on assets
|
|
$
|
199
|
|
|
$
|
—
|
|
0.25% increase in expected long-term rate of return on assets
|
|
$
|
(199
|
)
|
|
$
|
—
|
|
|
|
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
|
December 29,
2018 |
|
December 30,
2017 |
||||
|
(In thousands, except share data)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
8,939
|
|
|
$
|
4,696
|
|
Receivables, less allowances of $3,656 and $2,762, respectively
|
208,434
|
|
|
134,072
|
|
||
Inventories
|
341,851
|
|
|
187,512
|
|
||
Other current assets
|
40,629
|
|
|
17,124
|
|
||
Total current assets
|
599,853
|
|
|
343,404
|
|
||
Property and equipment:
|
|
|
|
|
|
||
Land and improvements
|
21,454
|
|
|
30,802
|
|
||
Buildings
|
174,138
|
|
|
84,781
|
|
||
Machinery and equipment
|
111,680
|
|
|
70,596
|
|
||
Construction in progress
|
1,126
|
|
|
570
|
|
||
Property and equipment, at cost
|
308,398
|
|
|
186,749
|
|
||
Accumulated depreciation
|
(103,285
|
)
|
|
(102,977
|
)
|
||
Property and equipment, net
|
205,113
|
|
|
83,772
|
|
||
Goodwill
|
47,772
|
|
|
—
|
|
||
Intangible assets, net
|
35,222
|
|
|
—
|
|
||
Deferred tax asset
|
52,645
|
|
|
53,853
|
|
||
Other non-current assets
|
19,284
|
|
|
13,066
|
|
||
Total assets
|
$
|
959,889
|
|
|
$
|
494,095
|
|
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
131,771
|
|
|
$
|
70,623
|
|
Bank overdrafts
|
17,417
|
|
|
21,593
|
|
||
Accrued compensation
|
7,974
|
|
|
9,229
|
|
||
Current maturities of long-term debt, net of discount of $64 and $0, respectively
|
1,736
|
|
|
—
|
|
||
Capital leases - short-term
|
7,555
|
|
|
3,552
|
|
||
Real estate deferred gains - short-term
|
5,330
|
|
|
1,836
|
|
||
Other current liabilities
|
24,985
|
|
|
10,772
|
|
||
Total current liabilities
|
196,768
|
|
|
117,605
|
|
||
Non-current liabilities:
|
|
|
|
|
|
||
Long-term debt, net of discount of $12,665 and $3,792, respectively
|
497,939
|
|
|
276,677
|
|
||
Capital leases - long-term
|
143,486
|
|
|
14,007
|
|
||
Real estate deferred gains - long-term
|
86,011
|
|
|
10,485
|
|
||
Pension benefit obligation
|
26,668
|
|
|
30,360
|
|
||
Other non-current liabilities
|
23,680
|
|
|
9,959
|
|
||
Total liabilities
|
974,552
|
|
|
459,093
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
|
|
||
STOCKHOLDERS’ (DEFICIT) EQUITY
|
|
|
|
|
|
||
Common Stock, $0.01 par value, Authorized - 20,000,000 shares, Issued and Outstanding - 9,293,794 and 9,100,923, respectively
|
92
|
|
|
91
|
|
||
Additional paid-in capital
|
258,596
|
|
|
259,588
|
|
||
Accumulated other comprehensive loss
|
(37,129
|
)
|
|
(36,507
|
)
|
||
Accumulated deficit
|
(236,222
|
)
|
|
(188,170
|
)
|
||
Total stockholders’ (deficit) equity
|
(14,663
|
)
|
|
35,002
|
|
||
Total liabilities and stockholders’ (deficit) equity
|
$
|
959,889
|
|
|
$
|
494,095
|
|
|
Fiscal Year
Ended December 29, 2018 |
|
Fiscal Year
Ended December 30, 2017 |
|
Fiscal Year
Ended December 31, 2016 |
||||||
|
(In thousands, except per share data)
|
||||||||||
Net sales
|
$
|
2,862,850
|
|
|
$
|
1,815,535
|
|
|
$
|
1,881,043
|
|
Cost of sales
|
2,530,996
|
|
|
1,584,506
|
|
|
1,653,637
|
|
|||
Gross profit
|
331,854
|
|
|
231,029
|
|
|
227,406
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Selling, general, and administrative
|
319,314
|
|
|
198,709
|
|
|
204,509
|
|
|||
Gains from sales of property
|
—
|
|
|
(6,700
|
)
|
|
(28,097
|
)
|
|||
Depreciation and amortization
|
25,826
|
|
|
9,032
|
|
|
9,342
|
|
|||
Total operating expenses
|
345,140
|
|
|
201,041
|
|
|
185,754
|
|
|||
Operating (loss) income
|
(13,286
|
)
|
|
29,988
|
|
|
41,652
|
|
|||
Non-operating expenses:
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
47,301
|
|
|
21,225
|
|
|
24,898
|
|
|||
Other (income) expense, net
|
(380
|
)
|
|
(822
|
)
|
|
(452
|
)
|
|||
(Loss) income before (benefit from) provision for income taxes
|
(60,207
|
)
|
|
9,585
|
|
|
17,206
|
|
|||
(Benefit from) provision for income taxes
|
(12,154
|
)
|
|
(53,409
|
)
|
|
1,121
|
|
|||
Net (loss) income
|
$
|
(48,053
|
)
|
|
$
|
62,994
|
|
|
$
|
16,085
|
|
|
|
|
|
|
|
||||||
Basic (loss) earnings per share
|
$
|
(5.21
|
)
|
|
$
|
6.96
|
|
|
$
|
1.80
|
|
Diluted (loss) earnings per share
|
$
|
(5.21
|
)
|
|
$
|
6.81
|
|
|
$
|
1.77
|
|
|
|
|
|
|
|
||||||
Comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|||
Net (loss) income
|
$
|
(48,053
|
)
|
|
$
|
62,994
|
|
|
$
|
16,085
|
|
Other comprehensive (loss) income :
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation, net of tax
|
(14
|
)
|
|
14
|
|
|
264
|
|
|||
Amortization of unrecognized pension (loss) gain, net of tax
|
(608
|
)
|
|
130
|
|
|
(2,141
|
)
|
|||
Total other comprehensive (loss) income
|
(622
|
)
|
|
144
|
|
|
(1,877
|
)
|
|||
Comprehensive (loss) income
|
$
|
(48,675
|
)
|
|
$
|
63,138
|
|
|
$
|
14,208
|
|
|
Fiscal Year
Ended December 29, 2018 |
|
Fiscal Year
Ended December 30, 2017 |
|
Fiscal Year
Ended December 31, 2016 |
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(48,053
|
)
|
|
$
|
62,994
|
|
|
$
|
16,085
|
|
Adjustments to reconcile net income (loss) to cash provided by (used in) operations:
|
|
|
|
|
|
|
|
|
|||
(Benefit from) provision for income taxes
|
(12,154
|
)
|
|
(53,409
|
)
|
|
1,121
|
|
|||
Depreciation and amortization
|
25,826
|
|
|
9,032
|
|
|
9,342
|
|
|||
Amortization of debt issuance costs
|
2,884
|
|
|
1,990
|
|
|
2,688
|
|
|||
Gains from sales of property
|
—
|
|
|
(6,700
|
)
|
|
(28,097
|
)
|
|||
Pension expense (credit)
|
7,660
|
|
|
4,814
|
|
|
799
|
|
|||
Share-based compensation
|
8,474
|
|
|
2,480
|
|
|
2,339
|
|
|||
Capital lease interest expense
|
12,893
|
|
|
1,417
|
|
|
608
|
|
|||
Amortization of deferred gain
|
(5,069
|
)
|
|
(1,389
|
)
|
|
—
|
|
|||
Other
|
835
|
|
|
(378
|
)
|
|
(508
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
60,007
|
|
|
(8,214
|
)
|
|
12,687
|
|
|||
Inventories
|
4,887
|
|
|
3,775
|
|
|
35,374
|
|
|||
Accounts payable
|
24,982
|
|
|
(12,112
|
)
|
|
(5,352
|
)
|
|||
Prepaid assets
|
3,515
|
|
|
(1,058
|
)
|
|
632
|
|
|||
Quarterly pension contributions
|
(3,986
|
)
|
|
(2,996
|
)
|
|
(4,666
|
)
|
|||
Payments on operational efficiency initiatives and/or restructuring
|
—
|
|
|
—
|
|
|
(4,812
|
)
|
|||
Other assets and liabilities
|
(41,145
|
)
|
|
(2,749
|
)
|
|
3,157
|
|
|||
Net cash provided by (used in) operating activities
|
41,556
|
|
|
(2,503
|
)
|
|
41,397
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Acquisition of business, net of cash acquired
|
(348,060
|
)
|
|
—
|
|
|
—
|
|
|||
Property and equipment investments
|
(2,724
|
)
|
|
(797
|
)
|
|
(631
|
)
|
|||
Proceeds from disposition of assets
|
108,051
|
|
|
27,635
|
|
|
37,476
|
|
|||
Net cash (used in) provided by investing activities
|
(242,733
|
)
|
|
26,838
|
|
|
36,845
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Repurchase of shares to satisfy employee tax withholdings
|
(3,020
|
)
|
|
(226
|
)
|
|
(178
|
)
|
|||
Repayments on revolving credit facilities
|
(729,423
|
)
|
|
(435,708
|
)
|
|
(519,873
|
)
|
|||
Borrowings from revolving credit facilities
|
880,042
|
|
|
441,779
|
|
|
475,112
|
|
|||
Repayments on term loan
|
(900
|
)
|
|
—
|
|
|
—
|
|
|||
Borrowings on term loan
|
180,000
|
|
|
—
|
|
|
—
|
|
|||
Principal payments on mortgage
|
(97,847
|
)
|
|
(28,976
|
)
|
|
(41,377
|
)
|
|||
Payments on capital lease obligations
|
(7,497
|
)
|
|
(3,429
|
)
|
|
(2,908
|
)
|
|||
Decrease in bank overdrafts
|
(4,177
|
)
|
|
(103
|
)
|
|
4,409
|
|
|||
Increase in cash in escrow related to the mortgage
|
—
|
|
|
1,490
|
|
|
7,628
|
|
|||
Debt financing costs
|
(11,758
|
)
|
|
—
|
|
|
(602
|
)
|
|||
Other
|
—
|
|
|
(6
|
)
|
|
279
|
|
|||
Net cash provided by (used in) financing activities
|
205,420
|
|
|
(25,179
|
)
|
|
(77,510
|
)
|
|||
Increase (decrease) in cash
|
4,243
|
|
|
(844
|
)
|
|
732
|
|
|||
Cash, beginning of period
|
4,696
|
|
|
5,540
|
|
|
4,808
|
|
|||
Cash, end of period
|
$
|
8,939
|
|
|
$
|
4,696
|
|
|
$
|
5,540
|
|
|
|
|
|
|
|
||||||
Supplemental Cash Flow Information
|
|
|
|
|
|
|
|
|
|||
Net income tax payments during the period
|
$
|
2,643
|
|
|
$
|
1,577
|
|
|
$
|
627
|
|
Interest paid during the period
|
$
|
37,326
|
|
|
$
|
19,825
|
|
|
$
|
21,236
|
|
Noncash transactions:
|
|
|
|
|
|
|
|
|
|||
Property and equipment under capital leases
|
$
|
95,820
|
|
|
$
|
11,828
|
|
|
$
|
3,433
|
|
|
Common Stock
|
|
Additional
Paid-In Capital
|
|
Accumulated
Other
Comprehensive Loss
|
|
Accumulated Deficit
|
|
Stockholders’ (Deficit) Equity Total
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
|
(In thousands)
|
|||||||||||||||||||||
Balance, January 2, 2016
|
8,943
|
|
|
$
|
89
|
|
|
$
|
255,905
|
|
|
$
|
(34,774
|
)
|
|
$
|
(267,116
|
)
|
|
$
|
(45,896
|
)
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,085
|
|
|
16,085
|
|
|||||
Foreign currency translation, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
264
|
|
|
—
|
|
|
264
|
|
|||||
Unrealized gain from pension plan, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,141
|
)
|
|
—
|
|
|
(2,141
|
)
|
|||||
Issuance of restricted stock, net of forfeitures
|
66
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Vesting of performance shares
|
55
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Compensation related to share-based grants
|
—
|
|
|
—
|
|
|
1,818
|
|
|
—
|
|
|
—
|
|
|
1,818
|
|
|||||
Repurchase of shares to satisfy employee tax withholdings
|
(31
|
)
|
|
—
|
|
|
(178
|
)
|
|
—
|
|
|
—
|
|
|
(178
|
)
|
|||||
Other
|
(2
|
)
|
|
—
|
|
|
427
|
|
|
—
|
|
|
(221
|
)
|
|
206
|
|
|||||
Balance, December 31, 2016
|
9,031
|
|
|
90
|
|
|
257,972
|
|
|
(36,651
|
)
|
|
(251,252
|
)
|
|
(29,841
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62,994
|
|
|
62,994
|
|
|||||
Foreign currency translation, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|||||
Unrealized loss from pension plan, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
130
|
|
|
—
|
|
|
130
|
|
|||||
Vesting of restricted stock units
|
100
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Vesting of performance shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Compensation related to share-based grants
|
—
|
|
|
—
|
|
|
1,842
|
|
|
—
|
|
|
—
|
|
|
1,842
|
|
|||||
Repurchase of shares to satisfy employee tax withholdings
|
(30
|
)
|
|
—
|
|
|
(226
|
)
|
|
—
|
|
|
—
|
|
|
(226
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88
|
|
|
88
|
|
|||||
Balance, December 30, 2017
|
9,101
|
|
|
91
|
|
|
259,588
|
|
|
(36,507
|
)
|
|
(188,170
|
)
|
|
35,002
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,053
|
)
|
|
(48,053
|
)
|
|||||
Foreign currency translation, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|||||
Unrealized gain from pension plan, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(608
|
)
|
|
—
|
|
|
(608
|
)
|
|||||
Vesting of restricted stock units
|
287
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Vesting of performance shares
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Compensation related to share-based grants
|
—
|
|
|
—
|
|
|
1,900
|
|
|
—
|
|
|
—
|
|
|
1,900
|
|
|||||
Repurchase of shares to satisfy employee tax withholdings
|
(94
|
)
|
|
—
|
|
|
(2,879
|
)
|
|
—
|
|
|
—
|
|
|
(2,879
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
1
|
|
|
(12
|
)
|
|||||
Balance, December 29, 2018
|
9,294
|
|
|
$
|
92
|
|
|
$
|
258,596
|
|
|
$
|
(37,129
|
)
|
|
$
|
(236,222
|
)
|
|
$
|
(14,663
|
)
|
|
|
Pro forma
|
||||||
(In thousands, except per share data)
|
|
Fiscal 2018
|
|
Fiscal 2017
|
||||
Net sales
|
|
$
|
3,262,433
|
|
|
$
|
3,235,923
|
|
Net income (loss)
|
|
(18,129
|
)
|
|
32,690
|
|
||
Earnings (loss) per common share:
|
|
|
|
|
||||
Basic
|
|
$
|
(1.83
|
)
|
|
$
|
3.61
|
|
Diluted
|
|
(1.83
|
)
|
|
3.54
|
|
[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 and also entered into a new $180.0 million senior secured Term Loan Facility (See Note 9).
|
(In thousands)
|
Preliminary Allocation as of December 29, 2018
|
||
Cash and net working capital assets
(excluding inventory) |
$
|
88,318
|
|
Inventory
|
159,227
|
|
|
Property and equipment
|
71,203
|
|
|
Other, net
|
(1,395
|
)
|
|
Intangible assets and goodwill:
|
|
||
Customer relationships
|
25,500
|
|
|
Non-compete agreements
|
8,254
|
|
|
Trade names
|
6,826
|
|
|
Favorable leasehold interests
|
800
|
|
|
Goodwill
|
47,772
|
|
|
Capital leases and other liabilities
|
(44,753
|
)
|
|
Cash purchase price
|
$
|
361,752
|
|
|
Fiscal Year Ended
|
||||||
(In thousands)
|
December 29, 2018
|
|
December 30, 2017
|
||||
Structural products
|
$
|
1,286,119
|
|
|
$
|
841,862
|
|
Specialty products
|
1,593,969
|
|
|
988,824
|
|
||
Other[1]
|
(17,238
|
)
|
|
(15,151
|
)
|
||
Total net sales
|
$
|
2,862,850
|
|
|
$
|
1,815,535
|
|
|
Fiscal Year Ended
|
||||||
(In thousands)
|
December 29, 2018
|
|
December 30, 2017
|
||||
Warehouse
|
$
|
2,239,883
|
|
|
$
|
1,366,241
|
|
Direct
|
526,900
|
|
|
354,278
|
|
||
Reload and service revenue
|
134,045
|
|
|
125,108
|
|
||
Cash discounts and rebates
|
(37,978
|
)
|
|
(30,092
|
)
|
||
Total net sales
|
$
|
2,862,850
|
|
|
$
|
1,815,535
|
|
(In thousands)
|
|
Gross Carrying Amounts
|
|
Accumulated Amortization
|
[2]
|
Net Carrying Amounts
|
||||||
Customer relationships
|
|
$
|
25,500
|
|
|
$
|
(3,024
|
)
|
|
$
|
22,476
|
|
Noncompete agreements
|
|
8,254
|
|
|
(1,468
|
)
|
|
6,786
|
|
|||
Trade names
|
|
6,826
|
|
|
(1,619
|
)
|
|
5,207
|
|
|||
Favorable leasehold interests[1]
|
|
800
|
|
|
(47
|
)
|
|
753
|
|
|||
Total
|
|
$
|
41,380
|
|
|
$
|
(6,158
|
)
|
|
$
|
35,222
|
|
(In thousands)
|
|
Estimated Amortization
|
||
2019
|
|
$
|
8,152
|
|
2020
|
|
7,527
|
|
|
2021
|
|
5,035
|
|
|
2022
|
|
3,183
|
|
|
2023
|
|
1,873
|
|
|
December 29, 2018
|
|
December 30, 2017
|
||||
|
(In thousands)
|
||||||
Cash in escrow
|
|
|
|
||||
Workers compensation insurance
|
$
|
10,194
|
|
|
$
|
8,074
|
|
Acquisition-related
|
6,009
|
|
|
—
|
|
||
Property taxes and insurance
|
—
|
|
|
2,904
|
|
||
Benefits-related
|
358
|
|
|
240
|
|
||
Total
|
$
|
16,561
|
|
|
$
|
11,218
|
|
|
December 29, 2018
|
|
December 30, 2017
|
||||
|
(In thousands)
|
||||||
Stock compensation liability awards
|
$
|
7,286
|
|
|
$
|
495
|
|
Property, sales, and other non-income taxes payable
|
4,909
|
|
|
3,226
|
|
||
Insurance reserves and retention
|
3,429
|
|
|
4,070
|
|
||
401(k) match
|
2,485
|
|
|
1,674
|
|
||
State income taxes payable
|
1,281
|
|
|
14
|
|
||
Accrued interest and other
|
5,595
|
|
|
1,293
|
|
||
Total
|
$
|
24,985
|
|
|
$
|
10,772
|
|
|
Fiscal Year
Ended December 29, 2018 |
|
Fiscal Year
Ended December 30, 2017 |
|
Fiscal Year
Ended December 31, 2016 |
||||||
|
(In thousands)
|
||||||||||
Federal income taxes:
|
|
|
|
|
|
||||||
Current
|
$
|
(99
|
)
|
|
$
|
(659
|
)
|
|
$
|
232
|
|
Deferred
|
(13,092
|
)
|
|
(45,868
|
)
|
|
—
|
|
|||
State income taxes:
|
|
|
|
|
|
|
|
||||
Current
|
3,786
|
|
|
1,054
|
|
|
962
|
|
|||
Deferred
|
(2,749
|
)
|
|
(7,985
|
)
|
|
—
|
|
|||
Foreign income taxes:
|
|
|
|
|
|
|
|
||||
Current
|
—
|
|
|
49
|
|
|
(70
|
)
|
|||
Deferred
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
(Benefit from) provision for income taxes
|
$
|
(12,154
|
)
|
|
$
|
(53,409
|
)
|
|
$
|
1,121
|
|
|
Fiscal Year
Ended December 29, 2018 |
|
Fiscal Year
Ended December 30, 2017 |
|
Fiscal Year
Ended December 31, 2016 |
||||||
|
(In thousands)
|
||||||||||
Expense (benefit) from income taxes computed at the federal statutory tax rate
|
$
|
(12,643
|
)
|
|
$
|
3,355
|
|
|
$
|
6,022
|
|
Expense (benefit) from state income taxes, net of federal benefit
|
(2,498
|
)
|
|
253
|
|
|
595
|
|
|||
Valuation allowance change
|
1,974
|
|
|
(87,137
|
)
|
|
(6,319
|
)
|
|||
Transaction costs
|
1,327
|
|
|
—
|
|
|
—
|
|
|||
Nondeductible executive compensation
|
936
|
|
|
280
|
|
|
132
|
|
|||
Share-based compensation - excess tax benefit
|
(1,494
|
)
|
|
(47
|
)
|
|
—
|
|
|||
Other nondeductible items
|
344
|
|
|
431
|
|
|
271
|
|
|||
Uncertain tax positions
|
(951
|
)
|
|
—
|
|
|
—
|
|
|||
Tax rate change used to measure deferred taxes
|
681
|
|
|
—
|
|
|
—
|
|
|||
Alternative minimum tax
|
—
|
|
|
—
|
|
|
232
|
|
|||
Tax Cuts and Jobs Act of 2017
|
—
|
|
|
29,387
|
|
|
—
|
|
|||
Other
|
170
|
|
|
69
|
|
|
188
|
|
|||
(Benefit from) provision for income taxes
|
$
|
(12,154
|
)
|
|
$
|
(53,409
|
)
|
|
$
|
1,121
|
|
•
|
future reversals of existing taxable temporary differences;
|
•
|
future taxable income exclusive of reversing temporary differences and carryforwards;
|
•
|
taxable income in prior carryback years, if carryback is permitted under the tax law; and
|
•
|
tax planning strategies.
|
|
December 29,
2018 |
|
December 30,
2017 |
||||
|
(In thousands)
|
||||||
Deferred income tax assets:
|
|
|
|
||||
Inventory reserves
|
$
|
2,826
|
|
|
$
|
1,654
|
|
Compensation-related accruals
|
4,717
|
|
|
3,692
|
|
||
Accruals and reserves
|
339
|
|
|
72
|
|
||
Accounts receivable
|
586
|
|
|
443
|
|
||
Interest expense limitation
|
3,169
|
|
|
—
|
|
||
Property and equipment
|
21,547
|
|
|
4,614
|
|
||
Pension
|
8,031
|
|
|
7,011
|
|
||
Benefit from NOL carryovers (1)
|
32,325
|
|
|
46,873
|
|
||
Other
|
418
|
|
|
285
|
|
||
Total gross deferred income tax assets
|
73,958
|
|
|
64,644
|
|
||
Less: valuation allowances
|
(12,348
|
)
|
|
(10,415
|
)
|
||
Total net deferred income tax assets
|
61,610
|
|
|
54,229
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Intangible assets
|
(8,665
|
)
|
|
—
|
|
||
Other
|
(300
|
)
|
|
(376
|
)
|
||
Total deferred income tax liabilities
|
(8,965
|
)
|
|
(376
|
)
|
||
Deferred income tax asset, net
|
$
|
52,645
|
|
|
$
|
53,853
|
|
(1)
|
Our federal NOL carryovers are $90.9 million and will expire in 12 to 17 years. Our state NOL carryovers are $249.3 million and will expire in 1 to 20 years.
|
|
Fiscal Year
Ended December 29, 2018 |
|
Fiscal Year
Ended December 30, 2017 |
||||
|
(In thousands)
|
||||||
Balance as of beginning of the year
|
$
|
10,415
|
|
|
$
|
97,552
|
|
Valuation allowance provided for taxes related to:
|
|
|
|
|
|||
Loss (income) before income taxes
|
1,933
|
|
|
(4,300
|
)
|
||
Tax Cuts and Jobs Act of 2017
|
—
|
|
|
(29,387
|
)
|
||
Release of valuation allowance
|
—
|
|
|
(53,450
|
)
|
||
Balance as of end of the year
|
$
|
12,348
|
|
|
$
|
10,415
|
|
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of fiscal year
|
$
|
184
|
|
|
$
|
184
|
|
|
$
|
184
|
|
Additions for tax positions in prior years
|
6,663
|
|
|
—
|
|
|
—
|
|
|||
Reductions due to lapse of applicable statute of limitations
|
(1,004
|
)
|
|
—
|
|
|
—
|
|
|||
Balance at end of fiscal year
|
$
|
5,843
|
|
|
$
|
184
|
|
|
$
|
184
|
|
|
|
|
|
December 29,
|
|
December 30,
|
||||
(In thousands)
|
|
Maturity Date
|
|
2018
|
|
2017
|
||||
Revolving Credit Facility (net of discounts and debt issuance costs of $6.0 million and $3.1 million at December 29, 2018 and December 30, 2017, respectively)
|
|
October 10, 2022
|
|
$
|
327,319
|
|
|
$
|
179,569
|
|
Mortgage Note Payable (net of discounts and debt issuance costs of $0.8 million at December 30, 2017)
|
|
|
|
—
|
|
|
97,108
|
|
||
Term Loan Facility (net of discounts and debt issuance costs of $6.7 million at December 29, 2018)
|
|
October 13, 2023
|
|
172,356
|
|
|
—
|
|
||
Total debt
|
|
|
|
499,675
|
|
|
276,677
|
|
||
Less: current portion of long-term debt
|
|
|
|
(1,736
|
)
|
|
—
|
|
||
Long-term debt, net
|
|
|
|
$
|
497,939
|
|
|
$
|
276,677
|
|
|
December 29,
2018 |
|
December 30,
2017 |
||||
|
(In thousands)
|
||||||
Change in projected benefit obligation:
|
|
|
|
||||
Projected benefit obligation at beginning of period
|
$
|
118,812
|
|
|
$
|
113,436
|
|
Service cost
|
534
|
|
|
633
|
|
||
Interest cost
|
3,853
|
|
|
4,663
|
|
||
Actuarial (gain) loss
|
(9,732
|
)
|
|
5,808
|
|
||
Curtailment gain
|
—
|
|
|
(310
|
)
|
||
Benefits paid
|
(5,558
|
)
|
|
(5,418
|
)
|
||
Projected benefit obligation at end of period
|
107,909
|
|
|
118,812
|
|
||
Change in plan assets:
|
|
|
|
|
|
||
Fair value of assets at beginning of period
|
88,452
|
|
|
79,087
|
|
||
Actual (loss) return on plan assets
|
(6,321
|
)
|
|
11,109
|
|
||
Employer contributions
|
4,668
|
|
|
3,674
|
|
||
Benefits paid
|
(5,558
|
)
|
|
(5,418
|
)
|
||
Fair value of assets at end of period
|
81,241
|
|
|
88,452
|
|
||
Net unfunded status of plan
|
$
|
(26,668
|
)
|
|
$
|
(30,360
|
)
|
|
December 29,
2018 |
|
December 30,
2017 |
||||
|
(In thousands)
|
||||||
Unfunded status
|
$
|
(26,668
|
)
|
|
$
|
(30,360
|
)
|
Unrecognized prior service cost
|
—
|
|
|
—
|
|
||
Unrecognized actuarial loss
|
34,699
|
|
|
33,884
|
|
||
Net amount recognized
|
$
|
8,031
|
|
|
$
|
3,524
|
|
Amounts recognized on the balance sheet consist of:
|
|
|
|
|
|
||
Accrued pension liability
|
$
|
(26,668
|
)
|
|
$
|
(30,360
|
)
|
Accumulated other comprehensive loss (pre-tax)
|
34,699
|
|
|
33,884
|
|
||
Net amount recognized
|
$
|
8,031
|
|
|
$
|
3,524
|
|
|
Fiscal Year Ended
December 29, 2018 |
|
Fiscal Year Ended
December 30, 2017 |
|
Fiscal Year Ended
December 31, 2016 |
||||||
|
(In thousands)
|
||||||||||
Service cost
|
$
|
534
|
|
|
$
|
633
|
|
|
$
|
996
|
|
Interest cost on projected benefit obligation
|
3,853
|
|
|
4,663
|
|
|
4,901
|
|
|||
Expected return on plan assets
|
(5,309
|
)
|
|
(6,538
|
)
|
|
(6,224
|
)
|
|||
Amortization of unrecognized loss
|
1,084
|
|
|
1,056
|
|
|
1,126
|
|
|||
Net periodic pension cost (credit)
|
$
|
162
|
|
|
$
|
(186
|
)
|
|
$
|
799
|
|
|
December 29, 2018
|
|
December 30, 2017
|
||
Projected benefit obligation:
|
|
|
|
||
Discount rate
|
4.37
|
%
|
|
3.69
|
%
|
Average rate of increase in future compensation levels
|
Graded 5.5-2.5%
|
|
|
Graded 5.5-2.5%
|
|
Net periodic pension cost:
|
|
|
|
|
|
Discount rate
|
3.69
|
%
|
|
4.26
|
%
|
Average rate of increase in future compensation levels
|
Graded 5.5-2.5%
|
|
|
Graded 5.5-2.5%
|
|
Expected long-term rate of return on plan assets
|
6.00
|
%
|
|
8.10
|
%
|
|
|
Current Target Allocation
|
|
Actual Allocation, December 29, 2018
|
||
Return-seeking securities
|
|
70
|
%
|
|
69
|
%
|
Liability-matching securities
|
|
28
|
%
|
|
30
|
%
|
Cash and cash equivalents
|
|
2
|
%
|
|
1
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
|
Quoted prices in active markets of identical assets
(Level 1)
|
|
Significant other observable inputs
(Level 2)
|
|
Significant other unobservable inputs
(Level 3)
|
|
Total
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Return-seeking securities
|
|
|
|
|
|
|
|
|
||||||||
Corporate bonds (a)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Global equity securities (b)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Collective investment trust (c)
|
|
—
|
|
|
55,766
|
|
|
—
|
|
|
55,766
|
|
||||
Liability-matching securities
|
|
|
|
|
|
|
|
|
||||||||
Corporate bonds (d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Collective investment trusts (e)
|
|
—
|
|
|
24,649
|
|
|
—
|
|
|
24,649
|
|
||||
Cash and cash equivalents
|
|
853
|
|
|
—
|
|
|
—
|
|
|
853
|
|
||||
Total
|
|
$
|
853
|
|
|
$
|
80,415
|
|
|
$
|
—
|
|
|
$
|
81,268
|
|
|
|
Quoted prices in active markets of identical assets
(Level 1)
|
|
Significant other observable inputs
(Level 2)
|
|
Significant other unobservable inputs
(Level 3)
|
|
Total
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Return-seeking securities
|
|
|
|
|
|
|
|
|
||||||||
Corporate bonds (a)
|
|
$
|
10,393
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,393
|
|
Global equity securities (b)
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
||||
Collective investment trust (c)
|
|
—
|
|
|
43,910
|
|
|
—
|
|
|
43,910
|
|
||||
Liability-matching securities
|
|
|
|
|
|
|
|
|
||||||||
Corporate bonds (d)
|
|
20,711
|
|
|
—
|
|
|
—
|
|
|
20,711
|
|
||||
Collective investment trusts (e)
|
|
—
|
|
|
11,739
|
|
|
—
|
|
|
11,739
|
|
||||
Cash and cash equivalents
|
|
1,674
|
|
|
—
|
|
|
—
|
|
|
1,674
|
|
||||
Total
|
|
$
|
32,803
|
|
|
$
|
55,649
|
|
|
$
|
—
|
|
|
$
|
88,452
|
|
Fiscal Year Ending
|
(In thousands)
|
||
2019
|
$
|
6,345
|
|
2020
|
6,585
|
|
|
2021
|
6,844
|
|
|
2022
|
6,965
|
|
|
2023
|
7,080
|
|
|
Thereafter
|
35,800
|
|
|
|
|
|
|
|
Contributions (in millions)
|
||||||||||
Pension Fund:
|
EIN/Pension Plan Number
|
Pension Act Zone Status
|
FIP/RP Status
|
Surcharge
|
|
2018
|
|
2017
|
|
2016
|
||||||
Lumber Employees Local 786 Retirement Fund (1)
|
516067407
|
Green
(September 1, 2015)
|
N/A
|
No
|
|
n/a
|
|
|
n/a
|
|
|
$
|
0.4
|
|
||
Central States, Southeast and Southwest Areas Pension Fund (2)
|
366044243
|
Critical and Declining
(January 1, 2018)
|
RP
|
No
|
|
0.4
|
|
|
0.7
|
|
|
0.6
|
|
|||
Other
|
|
|
|
|
|
0.1
|
|
|
0.2
|
|
|
0.4
|
|
|||
Total
|
|
|
|
|
|
$
|
0.5
|
|
|
$
|
0.9
|
|
|
$
|
1.4
|
|
|
|
December 29, 2018
|
|
December 30, 2017
|
|
Expected volatility
|
|
Not applicable
|
|
33.80
|
%
|
Risk-free interest rate
|
|
Not applicable
|
|
1.55
|
%
|
Expected term (in years)
|
|
Not applicable
|
|
0.54
|
|
Expected dividend yield
|
|
Not applicable
|
|
Not applicable
|
|
|
Restricted Stock Awards
|
|||||
|
Number of
Awards
|
|
Weighted
Average Fair
Value
|
|||
Outstanding as of December 30, 2017
|
16,667
|
|
|
$
|
9.90
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested (1)
|
(16,667
|
)
|
|
9.90
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Outstanding as of December 29, 2018
|
—
|
|
|
$
|
—
|
|
(1)
|
The total fair value vested in fiscal 2018, fiscal 2017, and fiscal 2016 was $0.2 million, $1.2 million, and $1.1 million, respectively.
|
|
Restricted Stock Units
|
|||||
|
Number of
Awards
|
|
Weighted
Average Fair
Value
|
|||
Outstanding as of December 30, 2017
|
242,362
|
|
|
$
|
7.41
|
|
Granted
|
198,487
|
|
|
33.46
|
|
|
Vested (1)
|
(228,029
|
)
|
|
7.42
|
|
|
Forfeited
|
(18,598
|
)
|
|
15.06
|
|
|
Outstanding as of December 29, 2018
|
194,222
|
|
|
$
|
33.29
|
|
(1)
|
The total fair value of restricted stock units vested in fiscal 2018, 2017, and 2016 was $1.7 million, $0.7 million and $0.6 million, respectively.
|
|
Performance Shares
|
|||||
|
Number of
Awards
|
|
Weighted
Average Fair
Value
|
|||
Outstanding as of December 30, 2017
|
60,000
|
|
|
$
|
9.29
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested (1)
|
(59,000
|
)
|
|
9.28
|
|
|
Forfeited
|
(1,000
|
)
|
|
9.80
|
|
|
Outstanding at December 29, 2018
|
—
|
|
|
$
|
—
|
|
(1)
|
No performance share awards vested in fiscal 2017. The total fair value vested in fiscal 2018 and 2016 was $0.5 million and $1.6 million, respectively.
|
|
Options
|
|||||
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|||
Outstanding as of December 30, 2017
|
75,000
|
|
|
$
|
46.60
|
|
Granted
|
—
|
|
|
—
|
|
|
Exercised
|
—
|
|
|
—
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Expired
|
(75,000
|
)
|
|
46.60
|
|
|
Outstanding and exercisable as of December 29, 2018
|
—
|
|
|
$
|
—
|
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 31, 2016
|
||||||
|
(In thousands)
|
||||||||||
Restricted Stock and Restricted Stock Units
|
$
|
1,350
|
|
|
$
|
1,406
|
|
|
$
|
1,872
|
|
Performance Shares
|
788
|
|
|
452
|
|
|
92
|
|
|||
Cash-settled Stock Appreciation Rights
|
13,173
|
|
|
622
|
|
|
375
|
|
|||
Stock Options
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
15,311
|
|
|
$
|
2,480
|
|
|
$
|
2,339
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 29, 2018(1)
|
|
December 30, 2017
|
|
December 31, 2016
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Net income (loss)
|
$
|
(48,053
|
)
|
|
$
|
62,994
|
|
|
$
|
16,085
|
|
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
9,230
|
|
|
9,045
|
|
|
8,913
|
|
|||
Dilutive effect of share-based awards
|
—
|
|
|
201
|
|
|
156
|
|
|||
Diluted weighted average shares outstanding
|
9,230
|
|
|
9,246
|
|
|
9,069
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings (loss) per share
|
$
|
(5.21
|
)
|
|
$
|
6.96
|
|
|
$
|
1.80
|
|
Diluted earnings (loss) per share
|
$
|
(5.21
|
)
|
|
$
|
6.81
|
|
|
$
|
1.77
|
|
|
Fiscal Year Ended
|
|||||||
|
December 29, 2018
|
|
December 30, 2017
|
|
December 31, 2016
|
|||
Unvested restricted stock awards
|
—
|
|
|
—
|
|
|
78,333
|
|
Performance shares
|
58,818
|
|
|
—
|
|
|
67,000
|
|
Restricted stock units
|
135,404
|
|
|
5,000
|
|
|
69,000
|
|
Unexercised stock options outstanding
|
—
|
|
|
75,000
|
|
|
75,000
|
|
Total excluded from diluted earnings per share
|
194,222
|
|
|
80,000
|
|
|
289,333
|
|
|
(In thousands)
|
||
2019
|
$
|
11,980
|
|
2020
|
9,928
|
|
|
2021
|
8,435
|
|
|
2022
|
8,066
|
|
|
2023
|
7,539
|
|
|
Thereafter
|
60,847
|
|
|
Total
|
$
|
106,795
|
|
|
Principal
|
|
Interest
|
||||
|
(In thousands)
|
||||||
2019
|
$
|
7,487
|
|
|
$
|
13,803
|
|
2020
|
6,741
|
|
|
13,426
|
|
||
2021
|
4,403
|
|
|
13,129
|
|
||
2022
|
3,602
|
|
|
12,920
|
|
||
2023
|
3,206
|
|
|
12,727
|
|
||
Thereafter
|
125,602
|
|
|
170,028
|
|
||
Total
|
$
|
151,041
|
|
|
$
|
236,033
|
|
|
Foreign
currency translation, net
of tax
|
|
Amortization of unrecognized pension gain (loss), net of tax
|
|
Other, net of tax
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
January 2, 2016, beginning balance
|
$
|
396
|
|
|
$
|
(35,382
|
)
|
|
$
|
212
|
|
|
$
|
(34,774
|
)
|
Other comprehensive income (loss), net of tax (1)
|
264
|
|
|
(2,927
|
)
|
|
—
|
|
|
(2,663
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax (1)
|
—
|
|
|
786
|
|
|
—
|
|
|
786
|
|
||||
December 31, 2016, ending balance, net of tax
|
$
|
660
|
|
|
$
|
(37,523
|
)
|
|
$
|
212
|
|
|
$
|
(36,651
|
)
|
Other comprehensive income (loss), net of tax (2)
|
14
|
|
|
1,186
|
|
|
—
|
|
|
1,200
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax (2)
|
—
|
|
|
(1,056
|
)
|
|
—
|
|
|
(1,056
|
)
|
||||
December 30, 2017, ending balance, net of tax
|
$
|
674
|
|
|
$
|
(37,393
|
)
|
|
$
|
212
|
|
|
$
|
(36,507
|
)
|
Other comprehensive income (loss), net of tax (3)
|
(14
|
)
|
|
(608
|
)
|
|
—
|
|
|
(622
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax (3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
December 29, 2018, ending balance, net of tax
|
$
|
660
|
|
|
$
|
(38,001
|
)
|
|
$
|
212
|
|
|
$
|
(37,129
|
)
|
•
|
We are permitted to enter into up to $50 million in real estate sale leaseback transactions prior to the nine-month anniversary of the date of the amendment, with the first $30 million in net proceeds therefrom to be used for repayment of indebtedness under the Term Loan Facility, and the remaining net proceeds to be used to repay indebtedness under the Revolving Credit Facility;
|
•
|
Repayment of indebtedness from net proceeds of the sale leaseback transactions described above made prior to the deadline for delivery of our first and second quarter 2019 financial statements to the lenders under the Term Loan Facility will be deemed to have been made as of the end of our fiscal first and second quarters, respectively;
|
•
|
The total net leverage ratio was increased beginning in the first quarter of 2019, and subsequent quarterly reductions in the covenant level were modified over the term of the Term Loan Facility; and
|
•
|
The “Prepayment Premium” and related breakage costs applicable to certain prepayments of the Term Loan Facility were modified to extend until the fourth anniversary of the date of the Amendment, and to exclude from the “Applicable Make-Whole Amount” any prepayments made after the first anniversary of the date of the Term Loan Facility from the proceeds of the sale of “Specified Properties” (as such terms are defined under the Term Loan Facility).
|
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Plan Category
|
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
|
|
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
|
|
Number of Securities Remaining
Available for Future Issuance Under
Equity Compensation Plans
(Excluding Securities Reflected in
Column (a))
|
||||
Equity compensation plans approved by security holders
|
|
—
|
|
|
$
|
—
|
|
|
798,936
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
n/a
|
|
|
—
|
|
|
Total
|
|
—
|
|
|
$
|
—
|
|
|
798,936
|
|
Exhibit Number
|
Item
|
|
2.1
|
|
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
4.1
|
|
Registration Rights Agreement, dated as of May 7, 2004, by and among BlueLinx and the initial holders specified on the signature pages thereto (A)
|
10.1
|
|
Asset Purchase Agreement, dated as of March 12, 2004, by and among Georgia-Pacific Corporation, Georgia-Pacific Building Materials Sales, Ltd. and BlueLinx Corporation (A)
|
10.2
|
|
First Amendment to Asset Purchase Agreement, dated as of May 6, 2004, by and among Georgia-Pacific Corporation, Georgia-Pacific Building Materials Sales, Ltd. and BlueLinx Corporation (A)
|
10.3
|
|
|
10.4
|
|
BlueLinx Holdings Inc. 2004 Long Term Equity Incentive Plan (A) ±
|
10.5
|
|
Amended and Restated BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan (as amended through May 17, 2012 and restated solely for purposes of filing pursuant to Item 601 of Regulation S-K) (incorporated by reference to Appendix A to the Definitive Proxy Statement for the 2012 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 16, 2012) ±
|
10.6
|
|
|
10.7
|
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
|
10.12
|
|
Exhibit Number
|
Item
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17†
|
|
|
10.18
|
|
|
10.19
|
|
|
10.20
|
|
|
10.21
|
|
|
10.22
|
|
|
10.23
|
|
|
10.24
|
|
|
10.25
|
|
|
10.26
|
|
|
10.27
|
|
|
10.28
|
|
|
10.29
|
|
Exhibit Number
|
Item
|
|
10.30
|
|
|
10.31
|
|
|
10.32
|
|
|
10.33
|
|
|
10.34
|
|
|
10.35
|
|
|
10.36
|
|
|
10.37
|
|
|
10.38
|
|
|
10.39
|
|
|
10.40
|
|
|
10.41
|
|
|
10.42
|
|
|
10.43
|
|
|
10.44
|
|
|
10.45
|
|
|
10.46
|
|
Exhibit Number
|
Item
|
|
10.47
|
|
|
21.1
|
|
|
23.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
|
101.Def
|
|
Definition Linkbase Document*
|
101.Pre
|
|
Presentation Linkbase Document*
|
101.Lab
|
|
Labels Linkbase Document*
|
101.Cal
|
|
Calculation Linkbase Document*
|
101.Sch
|
|
Schema Document*
|
101.Ins
|
|
Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
†
|
Portions of this document were omitted and filed separately with the SEC pursuant to a request for confidential treatment in accordance with Rule 24b-2 of the Exchange Act.
|
|
|
*
|
Filed herewith.
|
|
|
**
|
Exhibit is being furnished and shall not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subjected to liability under that Section. this exhibit shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference.
|
|
|
±
|
Management contract or compensatory plan or arrangement.
|
|
|
(A)
|
Previously filed as an exhibit to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-118750) filed with the Securities and Exchange Commission on October 1, 2004.
|
Signature
|
Capacity
|
Date
|
Name
|
|
|
|
|
|
/s/ Mitchell B. Lewis
|
President, Chief Executive Officer, and Director
|
March 13, 2019
|
Mitchell B. Lewis
|
|
|
|
|
|
/s/ Susan C. O’Farrell
|
Senior Vice President, Chief Financial Officer, Treasurer (Principal Accounting Officer)
|
March 13, 2019
|
Susan C. O’Farrell
|
|
|
|
|
|
/s/ Kim S. Fennebresque
|
Chairman
|
March 13, 2019
|
Kim S. Fennebresque
|
|
|
|
|
|
/s/ Karel K. Czanderna
|
Director
|
March 13, 2019
|
Karel K. Czanderna
|
|
|
|
|
|
/s/ Dominic DiNapoli
|
Director
|
March 13, 2019
|
Dominic DiNapoli
|
|
|
|
|
|
/s/ Alan H. Schumacher
|
Director
|
March 13, 2019
|
Alan H. Schumacher
|
|
|
|
|
|
/s/ J. David Smith
|
Director
|
March 13, 2019
|
J. David Smith
|
|
|
LIST OF SUBSIDIARIES
|
||||
|
|
|
|
Jurisdiction of
|
|
|
Name of Subsidiary
|
|
Organization
|
1.
|
|
BLUELINX CORPORATION
|
|
Georgia
|
|
|
|
|
|
2.
|
|
BLUELINX FLORIDA LP
|
|
Florida
|
|
|
|
|
|
3.
|
|
BLUELINX FLORIDA HOLDING NO. 1 INC.
|
|
Georgia
|
|
|
|
|
|
4.
|
|
BLUELINX FLORIDA HOLDING NO. 2 INC.
|
|
Georgia
|
|
|
|
|
|
5.
|
|
BLUELINX BUILDING PRODUCTS CANADA LTD.
|
|
British Columbia, Canada
|
|
|
|
|
|
6.
|
|
BLX REAL ESTATE LLC
|
|
Delaware
|
|
|
|
|
|
7.
|
|
CEDAR CREEK HOLDINGS, INC.
|
|
Delaware
|
|
|
|
|
|
8.
|
|
CEDAR CREEK LLC
|
|
Delaware
|
|
|
|
|
|
9.
|
|
CEDAR CREEK CORP.
|
|
Delaware
|
|
|
|
|
|
10.
|
|
ASTRO BUILDINGS, INC.
|
|
Delaware
|
|
|
|
|
|
11.
|
|
LAKE STATES LUMBER, INC.
|
|
Minnesota
|
|
|
|
|
|
12.
|
|
VENTURE DEVELOPMENT & CONSTRUCTION, LLC
|
|
Oklahoma
|
|
|
|
|
|
13.
|
|
ABP AL (MIDFIELD) LLC
|
|
Delaware
|
|
|
|
|
|
14.
|
|
ABP CO II (DENVER) LLC
|
|
Delaware
|
|
|
|
|
|
15.
|
|
ABP FL (LAKE CITY) LLC
|
|
Delaware
|
|
|
|
|
|
16.
|
|
ABP FL (MIAMI) LLC
|
|
Delaware
|
|
|
|
|
|
17.
|
|
ABP FL (PENSACOLA) LLC
|
|
Delaware
|
|
|
|
|
|
18.
|
|
ABP FL (TAMPA) LLC
|
|
Delaware
|
|
|
|
|
|
19.
|
|
ABP FL (YULEE) LLC
|
|
Delaware
|
|
|
|
|
|
20.
|
|
ABP GA (LAWRENCEVILLE) LLC
|
|
Delaware
|
|
|
|
|
|
21.
|
|
ABP IA (DES MOINES) LLC
|
|
Delaware
|
|
|
|
|
|
22.
|
|
ABP IL (UNIVERSITY PARK) LLC
|
|
Delaware
|
|
|
|
|
|
23.
|
|
ABP IN (ELKHART) LLC
|
|
Delaware
|
|
|
|
|
|
24.
|
|
ABP KY (INDEPENDENCE) LLC
|
|
Delaware
|
|
|
|
|
|
25.
|
|
ABP LA (NEW ORLEANS) LLC
|
|
Delaware
|
|
|
|
|
|
26.
|
|
ABP MA (BELLINGHAM) LLC
|
|
Delaware
|
|
|
|
|
|
27.
|
|
ABP MD (BALTIMORE) LLC
|
|
Delaware
|
|
|
|
|
|
28.
|
|
ABP ME (PORTLAND) LLC
|
|
Delaware
|
|
|
|
|
|
29.
|
|
ABP MI (DETROIT) LLC
|
|
Delaware
|
|
|
|
|
|
30.
|
|
ABP MI (GRAND RAPIDS) LLC
|
|
Delaware
|
|
|
|
|
|
31.
|
|
ABP MN (MAPLE GROVE) LLC
|
|
Delaware
|
|
|
|
|
|
32.
|
|
ABP MO (BRIDGETON) LLC
|
|
Delaware
|
|
|
|
|
|
33.
|
|
ABP MO (KANSAS CITY) LLC
|
|
Delaware
|
|
|
|
|
|
34.
|
|
ABP MO (SPRINGFIELD) LLC
|
|
Delaware
|
|
|
|
|
|
35.
|
|
ABP NC (BUTNER) LLC
|
|
Delaware
|
|
|
|
|
|
36.
|
|
ABP NC (CHARLOTTE) LLC
|
|
Delaware
|
|
|
|
|
|
37.
|
|
ABP NJ (DENVILLE) LLC
|
|
Delaware
|
|
|
|
|
|
38.
|
|
ABP NY (YAPHANK) LLC
|
|
Delaware
|
|
|
|
|
|
39.
|
|
ABP OH (TALMADGE) LLC
|
|
Delaware
|
|
|
|
|
|
40.
|
|
ABP OK (TULSA) LLC
|
|
Delaware
|
|
|
|
|
|
41.
|
|
ABP PA (ALLENTOWN) LLC
|
|
Delaware
|
|
|
|
|
|
42.
|
|
ABP PA (STANTON) LLC
|
|
Delaware
|
|
|
|
|
|
43.
|
|
ABP SC (CHARLESTON) LLC
|
|
Delaware
|
|
|
|
|
|
44.
|
|
ABP TN (ERWIN) LLC
|
|
Delaware
|
|
|
|
|
|
45.
|
|
ABP TN (MEMPHIS) LLC
|
|
Delaware
|
|
|
|
|
|
46.
|
|
ABP TN (MADISON) LLC
|
|
Delaware
|
|
|
|
|
|
47.
|
|
ABP TX (SAN ANTONIO) LLC
|
|
Delaware
|
|
|
|
|
|
48.
|
|
ABP VA (RICHMOND) LLC
|
|
Delaware
|
|
|
|
|
|
49.
|
|
ABP VA (VIRGINIA BEACH) LLC
|
|
Delaware
|
|
|
|
|
|
50.
|
|
ABP VT (SHELBURNE) LLC
|
|
Delaware
|
|
|
|
|
|
51.
|
|
ABP WI (WAUSAU) LLC
|
|
Delaware
|
|
|
|
|
|
52.
|
|
ELKHART IMH LLC
|
|
Georgia
|
|
|
|
|
|
53.
|
|
INDUSTRIAL REDEVELOPMENT FUND LLC
|
|
Georgia
|
(1)
|
I have reviewed this annual report on Form 10-K 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):
|
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
|
b.
|
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.
|
March 13, 2019
|
|
|
|
|
|
|
|
|
|
/s/ Mitchell B. Lewis
|
|
|
|
Mitchell B. Lewis
|
|
|
|
BlueLinx Holdings Inc.
|
|
|
|
Chief Executive Officer
|
|
(1)
|
I have reviewed this annual report on Form 10-K 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):
|
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
|
b.
|
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.
|
March 13, 2019
|
|
|
|
|
|
|
|
/s/ Susan C. O’Farrell
|
|
|
Susan C. O’Farrell
|
|
|
BlueLinx Holdings Inc.
|
|
|
Senior Vice President, Chief Financial Officer, and Treasurer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
March 13, 2019
|
By:
|
/s/ Mitchell B. Lewis
|
|
|
Mitchell B. Lewis
|
|
|
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
March 13, 2019
|
By:
|
/s/ Susan C. O’Farrell
|
|
|
Susan C. O’Farrell
|
|
|
Senior Vice President,
|
|
|
Chief Financial Officer, and Treasurer
|