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☑
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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 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
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Marietta
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GA
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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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Trading Symbol(s)
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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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BXC
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New York Stock Exchange
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Large accelerated filer
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☐
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Accelerated filer
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☑
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Non-accelerated filer
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☐
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Smaller reporting company
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☑
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Emerging growth company
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☐
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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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•
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limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, and other general corporate requirements;
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•
|
expose us to interest rate fluctuations because the interest rate on the debt under our revolving credit facility is variable;
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•
|
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;
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•
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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 more favorable credit terms.
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•
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economic and demand factors affecting the building products distribution industry;
|
•
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external factors affecting availability of credit;
|
•
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pricing pressures;
|
•
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increased operating costs;
|
•
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competitive conditions;
|
•
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operational disruption associated with the Cedar Creek integration; and
|
•
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other operating difficulties.
|
•
|
incur additional debt;
|
•
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grant liens on assets;
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•
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make investments;
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•
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sell or acquire assets, including certain real estate assets, outside the ordinary course of business;
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•
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engage in transactions with affiliates; and
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•
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make fundamental business changes.
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•
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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;
|
•
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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;
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•
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operational disruption associated with the integration of the Cedar Creek business;
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•
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supply chain disruptions, including those caused by the spread of contagious illness;
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•
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the highly competitive nature of our industry;
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•
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disintermediation;
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•
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the impact of actuarial assumptions and regulatory activity on pension costs and pension funding requirements;
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•
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the financial condition and creditworthiness of our customers;
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•
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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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•
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cost of compliance with government regulations;
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•
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adverse customs and tariff rulings including those relating to anti-dumping, countervailing duty, or circumvention investigations;
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•
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protectionist trade policies and import tariffs;
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•
|
labor disruptions, shortages of skilled and technical labor, or increased labor costs;
|
•
|
increased healthcare costs;
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•
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the need to successfully implement succession plans for our senior managers and other associates;
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•
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our ability to successfully complete potential acquisitions, achieve expected synergies from acquisitions, or efficiently integrate acquired operations;
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•
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disruption in our information technology systems;
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•
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significant maintenance issues or failures with respect to our tractors, trailers, forklifts, and other major equipment;
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•
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severe weather phenomena such as drought, hurricanes, tornadoes, and fire;
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•
|
condemnations of all or part of our real property; and
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•
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fluctuations in the market for our equity.
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Property Type
|
Number
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|
Owned
Facilities
(sq. ft.)
|
|
Leased
Facilities
(sq. ft.)
|
|||
Office Space (1)
|
1
|
|
|
—
|
|
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68,023
|
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Warehouses and other real property (2)
|
67
|
|
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1,451,861
|
|
|
9,630,915
|
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TOTAL
|
68
|
|
|
1,451,861
|
|
|
9,698,938
|
|
(1)
|
Consists of our corporate headquarters in Marietta, Georgia.
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(2)
|
Includes properties held for sale.
|
•
|
operational disruption associated with the integration of the Cedar Creek business with ours;
|
•
|
changes in the prices, supply, and/or demand for products that we distribute, including potential changes driven by the spread of contagious illnesses;
|
•
|
inventory management and commodities pricing;
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•
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new housing starts;
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•
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general economic and business conditions in the U.S.;
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•
|
disintermediation by our customers and suppliers;
|
•
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acceptance by our customers of our branded and privately branded products;
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•
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new or increased tariffs, duties (including anti-dumping and countervailing duties), and customs restrictions on the products we import;
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•
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financial condition and credit worthiness of our customers;
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•
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supply from key vendors;
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•
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reliability of the technologies we utilize;
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•
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activities of competitors;
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•
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changes in significant operating expenses;
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•
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fuel costs;
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•
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risk of losses associated with accidents;
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•
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exposure to product liability claims and other legal proceedings;
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•
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changes in the availability of capital and interest rates;
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•
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adverse weather patterns or conditions;
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•
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acts of cyber intrusion or other disruptions to our information technology systems;
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•
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variations in the performance of the financial markets, including the credit markets; and
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•
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the risk factors discussed under Item 1A Risk Factors and elsewhere in this Annual Report on Form 10-K.
|
|
Fiscal 2019
|
|
% of
Net
Sales
|
|
Fiscal 2018
|
|
% of
Net
Sales
|
||||
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(Dollars in thousands)
|
||||||||||
Net sales
|
$
|
2,637,268
|
|
|
100.0%
|
|
$
|
2,862,850
|
|
|
100.0%
|
Gross profit
|
356,915
|
|
|
13.5%
|
|
331,854
|
|
|
11.6%
|
||
Selling, general, and administrative
|
304,611
|
|
|
11.6%
|
|
319,314
|
|
|
11.2%
|
||
Gains from sales of property
|
(13,082
|
)
|
|
(0.5)%
|
|
—
|
|
|
—%
|
||
Depreciation and amortization
|
30,232
|
|
|
1.1%
|
|
25,826
|
|
|
0.9%
|
||
Operating income (loss)
|
35,154
|
|
|
1.3%
|
|
(13,286
|
)
|
|
(0.5)%
|
||
Interest expense, net
|
54,218
|
|
|
2.1%
|
|
47,301
|
|
|
1.7%
|
||
Other expense (income), net
|
2,544
|
|
|
0.1%
|
|
(380
|
)
|
|
—%
|
||
Loss before benefit from income taxes
|
(21,608
|
)
|
|
(0.8)%
|
|
(60,207
|
)
|
|
(2.1)%
|
||
Benefit from income taxes
|
(3,952
|
)
|
|
(0.1)%
|
|
(12,154
|
)
|
|
(0.4)%
|
||
Net loss
|
$
|
(17,656
|
)
|
|
(0.7)%
|
|
$
|
(48,053
|
)
|
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(1.7)%
|
|
Fiscal 2019
|
|
Fiscal 2018
|
||||
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(In thousands)
|
||||||
Sales by category
|
|
|
|
||||
Structural products
|
$
|
862,270
|
|
|
$
|
1,044,348
|
|
Specialty products
|
1,774,998
|
|
|
1,818,502
|
|
||
Total sales
|
$
|
2,637,268
|
|
|
$
|
2,862,850
|
|
Selected financial information
|
|||||||
|
December 28, 2019
|
|
December 29, 2018
|
||||
|
(In thousands)
|
||||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
11,643
|
|
|
$
|
8,939
|
|
Receivables, less allowance for doubtful accounts
|
192,872
|
|
|
208,434
|
|
||
Inventories, net
|
345,806
|
|
|
341,851
|
|
||
Other current assets
|
27,718
|
|
|
40,629
|
|
||
Total current assets
|
$
|
578,039
|
|
|
$
|
599,853
|
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
132,348
|
|
|
$
|
149,188
|
|
Accrued compensation
|
7,639
|
|
|
7,974
|
|
||
Current maturities of long-term debt, net of discount
|
2,176
|
|
|
1,736
|
|
||
Finance leases - short-term
|
6,385
|
|
|
7,555
|
|
||
Real estate deferred gains - short-term
|
3,935
|
|
|
5,330
|
|
||
Operating lease liabilities - short-term
|
7,317
|
|
|
—
|
|
||
Other current liabilities
|
11,323
|
|
|
24,985
|
|
||
Total current liabilities
|
$
|
171,123
|
|
|
$
|
196,768
|
|
|
|
|
|
||||
Operating working capital
|
$
|
409,092
|
|
|
$
|
404,821
|
|
|
|
|
|
December 28,
|
|
December 29,
|
||||
|
|
Maturity Date
|
|
2019
|
|
2018
|
||||
|
|
|
|
(In thousands)
|
||||||
Revolving Credit Facility (net of discounts and debt issuance costs of $4.5 million and $6.0 million at December 28, 2019 and December 29, 2018, respectively)
|
|
October 10, 2022
|
|
$
|
322,041
|
|
|
$
|
327,319
|
|
Term Loan Facility (net of discounts and debt issuance costs of $8.1 million and $6.7 million at December 28, 2019 and December 29, 2018, respectively)
|
|
October 13, 2023
|
|
138,574
|
|
|
172,356
|
|
||
Total debt
|
|
|
|
460,615
|
|
|
499,675
|
|
||
Less: current portion of long-term debt
|
|
|
|
(2,176
|
)
|
|
(1,736
|
)
|
||
Long-term debt, net
|
|
|
|
$
|
458,439
|
|
|
$
|
497,939
|
|
Change in Assumption
|
|
Effect on 2020 Pension Expense
|
|
Effect on Accrued Pension Liability at December 28, 2019
|
||||
|
|
(In thousands)
|
||||||
0.25% decrease in discount rate
|
|
$
|
(30
|
)
|
|
$
|
3,104
|
|
0.25% increase in discount rate
|
|
$
|
30
|
|
|
$
|
(2,890
|
)
|
0.25% decrease in expected long-term rate of return on assets
|
|
$
|
204
|
|
|
$
|
—
|
|
0.25% increase in expected long-term rate of return on assets
|
|
$
|
(204
|
)
|
|
$
|
—
|
|
|
|
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
|
December 28,
2019 |
|
December 29,
2018 |
||||
|
(In thousands, except share data)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
11,643
|
|
|
$
|
8,939
|
|
Receivables, less allowances of $3,236 and $3,656, respectively
|
192,872
|
|
|
208,434
|
|
||
Inventories, net
|
345,806
|
|
|
341,851
|
|
||
Other current assets
|
27,718
|
|
|
40,629
|
|
||
Total current assets
|
578,039
|
|
|
599,853
|
|
||
Property and equipment:
|
|
|
|
|
|
||
Land and land improvements
|
21,409
|
|
|
21,454
|
|
||
Buildings
|
167,249
|
|
|
174,138
|
|
||
Machinery and equipment
|
117,682
|
|
|
111,680
|
|
||
Construction in progress
|
1,727
|
|
|
1,126
|
|
||
Property and equipment, at cost
|
308,067
|
|
|
308,398
|
|
||
Accumulated depreciation
|
(112,299
|
)
|
|
(103,285
|
)
|
||
Property and equipment, net
|
195,768
|
|
|
205,113
|
|
||
Operating lease right-of-use assets
|
54,408
|
|
|
—
|
|
||
Goodwill
|
47,772
|
|
|
47,772
|
|
||
Intangible assets, net
|
26,384
|
|
|
35,222
|
|
||
Deferred tax assets
|
53,993
|
|
|
52,645
|
|
||
Other non-current assets
|
15,061
|
|
|
19,284
|
|
||
Total assets
|
$
|
971,425
|
|
|
$
|
959,889
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
132,348
|
|
|
$
|
149,188
|
|
Accrued compensation
|
7,639
|
|
|
7,974
|
|
||
Current maturities of long-term debt, net of discount and debt issuance
costs of $74 and $64, respectively |
2,176
|
|
|
1,736
|
|
||
Finance leases - short-term
|
6,385
|
|
|
7,555
|
|
||
Real estate deferred gains - short-term
|
3,935
|
|
|
5,330
|
|
||
Operating lease liabilities - short-term
|
7,317
|
|
|
—
|
|
||
Other current liabilities
|
11,323
|
|
|
24,985
|
|
||
Total current liabilities
|
171,123
|
|
|
196,768
|
|
||
Non-current liabilities:
|
|
|
|
|
|
||
Long-term debt, net of discount and debt issuance costs
of $12,481 and $12,665, respectively |
458,439
|
|
|
497,939
|
|
||
Finance leases - long-term
|
146,611
|
|
|
143,486
|
|
||
Real estate financing obligation
|
44,914
|
|
|
—
|
|
||
Real estate deferred gains - long-term
|
81,886
|
|
|
86,011
|
|
||
Operating lease liabilities - long-term
|
47,091
|
|
|
—
|
|
||
Pension benefit obligation
|
23,420
|
|
|
26,668
|
|
||
Other non-current liabilities
|
24,024
|
|
|
23,680
|
|
||
Total liabilities
|
997,508
|
|
|
974,552
|
|
||
Commitments and contingencies - Note 14
|
|
|
|
|
|
||
STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
||
Common Stock, $0.01 par value, Authorized - 20,000,000 shares,
Issued and Outstanding - 9,365,768 and 9,293,794, respectively |
94
|
|
|
92
|
|
||
Additional paid-in capital
|
260,974
|
|
|
258,596
|
|
||
Accumulated other comprehensive loss
|
(34,563
|
)
|
|
(37,129
|
)
|
||
Accumulated stockholders’ deficit
|
(252,588
|
)
|
|
(236,222
|
)
|
||
Total stockholders’ deficit
|
(26,083
|
)
|
|
(14,663
|
)
|
||
Total liabilities and stockholders’ deficit
|
$
|
971,425
|
|
|
$
|
959,889
|
|
|
Fiscal Year
Ended December 28, 2019 |
|
Fiscal Year
Ended December 29, 2018 |
||||
|
(In thousands, except per share data)
|
||||||
Net sales
|
$
|
2,637,268
|
|
|
$
|
2,862,850
|
|
Cost of sales
|
2,280,353
|
|
|
2,530,996
|
|
||
Gross profit
|
356,915
|
|
|
331,854
|
|
||
Operating expenses:
|
|
|
|
|
|
||
Selling, general, and administrative
|
304,611
|
|
|
319,314
|
|
||
Gains from sales of property
|
(13,082
|
)
|
|
—
|
|
||
Depreciation and amortization
|
30,232
|
|
|
25,826
|
|
||
Total operating expenses
|
321,761
|
|
|
345,140
|
|
||
Operating income (loss)
|
35,154
|
|
|
(13,286
|
)
|
||
Non-operating expenses (income):
|
|
|
|
|
|
||
Interest expense
|
54,218
|
|
|
47,301
|
|
||
Other expense (income), net
|
2,544
|
|
|
(380
|
)
|
||
Loss before benefit from income taxes
|
(21,608
|
)
|
|
(60,207
|
)
|
||
Benefit from income taxes
|
(3,952
|
)
|
|
(12,154
|
)
|
||
Net loss
|
$
|
(17,656
|
)
|
|
$
|
(48,053
|
)
|
|
|
|
|
||||
Basic loss per share
|
$
|
(1.89
|
)
|
|
$
|
(5.21
|
)
|
Diluted loss per share
|
$
|
(1.89
|
)
|
|
$
|
(5.21
|
)
|
|
|
|
|
||||
Comprehensive loss:
|
|
|
|
|
|
||
Net loss
|
$
|
(17,656
|
)
|
|
$
|
(48,053
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||
Foreign currency translation, net of tax
|
6
|
|
|
(14
|
)
|
||
Amortization of unrecognized pension gain (loss), net of tax
|
2,560
|
|
|
(608
|
)
|
||
Total other comprehensive income (loss)
|
2,566
|
|
|
(622
|
)
|
||
Comprehensive loss
|
$
|
(15,090
|
)
|
|
$
|
(48,675
|
)
|
|
Fiscal Year
Ended December 28, 2019 |
|
Fiscal Year
Ended December 29, 2018 |
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(17,656
|
)
|
|
$
|
(48,053
|
)
|
Adjustments to reconcile net loss to cash (used in) provided by operations:
|
|
|
|
|
|||
Benefit from income taxes
|
(3,952
|
)
|
|
(12,154
|
)
|
||
Depreciation and amortization
|
30,232
|
|
|
25,826
|
|
||
Amortization of debt issuance costs
|
3,323
|
|
|
2,884
|
|
||
Gains from sales of property
|
(13,082
|
)
|
|
—
|
|
||
Pension expense
|
3,011
|
|
|
7,660
|
|
||
Share-based compensation
|
2,592
|
|
|
8,474
|
|
||
Amortization of deferred gain
|
(3,960
|
)
|
|
(5,069
|
)
|
||
Other
|
243
|
|
|
835
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|||
Accounts receivable
|
15,562
|
|
|
60,007
|
|
||
Inventories
|
(3,955
|
)
|
|
4,887
|
|
||
Accounts payable
|
(15,493
|
)
|
|
24,982
|
|
||
Prepaid assets
|
6,282
|
|
|
3,515
|
|
||
Quarterly pension contributions
|
(1,791
|
)
|
|
(3,986
|
)
|
||
Other assets and liabilities
|
(10,921
|
)
|
|
(28,252
|
)
|
||
Net cash (used in) provided by operating activities
|
(9,565
|
)
|
|
41,556
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Acquisition of business, net of cash acquired
|
6,009
|
|
|
(348,060
|
)
|
||
Property and equipment investments
|
(4,791
|
)
|
|
(2,724
|
)
|
||
Proceeds from disposition of assets
|
19,931
|
|
|
108,051
|
|
||
Net cash provided by (used in) investing activities
|
21,149
|
|
|
(242,733
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Repurchase of shares to satisfy employee tax withholdings
|
(211
|
)
|
|
(3,020
|
)
|
||
Repayments on revolving credit facilities
|
(656,596
|
)
|
|
(729,423
|
)
|
||
Borrowings from revolving credit facilities
|
649,788
|
|
|
880,042
|
|
||
Repayments on term loan
|
(32,426
|
)
|
|
(900
|
)
|
||
Borrowings on term loan
|
—
|
|
|
180,000
|
|
||
Principal payments on mortgage
|
—
|
|
|
(97,847
|
)
|
||
Proceeds from real estate financing transactions
|
44,914
|
|
|
—
|
|
||
Payments on finance lease obligations (principal)
|
(9,853
|
)
|
|
(7,497
|
)
|
||
Change in outstanding payments
|
(1,347
|
)
|
|
(4,177
|
)
|
||
Debt financing costs
|
(3,149
|
)
|
|
(11,758
|
)
|
||
Net cash (used in) provided by financing activities
|
(8,880
|
)
|
|
205,420
|
|
||
Increase in cash
|
2,704
|
|
|
4,243
|
|
||
Cash, beginning of period
|
8,939
|
|
|
4,696
|
|
||
Cash, end of period
|
$
|
11,643
|
|
|
$
|
8,939
|
|
|
|
|
|
||||
Supplemental Cash Flow Information
|
|
|
|
|
|
||
Net income tax payments during the period
|
$
|
2,991
|
|
|
$
|
2,643
|
|
Interest paid during the period
|
$
|
47,321
|
|
|
$
|
37,326
|
|
Noncash transactions:
|
|
|
|
|
|
||
Property and equipment under finance leases
|
$
|
15,041
|
|
|
$
|
95,820
|
|
|
Common Stock
|
|
Additional
Paid-In Capital
|
|
Accumulated
Other
Comprehensive Loss
|
|
Accumulated Deficit
|
|
Stockholders’ Equity (Deficit) Total
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
|
(In thousands)
|
|||||||||||||||||||||
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 loss from pension plan, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(608
|
)
|
|
—
|
|
|
(608
|
)
|
|||||
Vesting of restricted stock units
|
287
|
|
|
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
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,656
|
)
|
|
(17,656
|
)
|
|||||
Adoption of ASC 842, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,291
|
|
|
1,291
|
|
|||||
Foreign currency translation, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||
Unrealized gain from pension plan, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
2,560
|
|
|
—
|
|
|
2,560
|
|
|||||
Vesting of restricted stock units
|
82
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Compensation related to share-based grants
|
—
|
|
|
—
|
|
|
2,592
|
|
|
—
|
|
|
—
|
|
|
2,592
|
|
|||||
Repurchase of shares to satisfy employee tax withholdings
|
(10
|
)
|
|
—
|
|
|
(211
|
)
|
|
—
|
|
|
—
|
|
|
(211
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(1
|
)
|
|
(4
|
)
|
|||||
Balance, December 28, 2019
|
9,366
|
|
|
$
|
94
|
|
|
$
|
260,974
|
|
|
$
|
(34,563
|
)
|
|
$
|
(252,588
|
)
|
|
$
|
(26,083
|
)
|
|
|
Pro Forma
|
||
|
|
Fiscal 2018
|
||
|
|
(In thousands, except per share data)
|
||
Net sales
|
|
$
|
3,262,433
|
|
Net loss
|
|
(18,129
|
)
|
|
Loss per common share:
|
|
|
||
Basic
|
|
$
|
(1.96
|
)
|
Diluted
|
|
(1.96
|
)
|
|
Allocation as of December 29, 2018
|
||
|
(In thousands)
|
||
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
|
||||||
|
December 28, 2019
|
|
December 29, 2018
|
||||
|
(In thousands)
|
||||||
Structural products
|
$
|
862,270
|
|
|
$
|
1,044,348
|
|
Specialty products
|
1,774,998
|
|
|
1,818,502
|
|
||
Total net sales
|
$
|
2,637,268
|
|
|
$
|
2,862,850
|
|
|
Fiscal Year Ended
|
||||||
|
December 28, 2019
|
|
December 29, 2018
|
||||
|
(In thousands)
|
||||||
Warehouse and reload
|
$
|
2,206,260
|
|
|
$
|
2,373,928
|
|
Direct
|
470,786
|
|
|
526,900
|
|
||
Cash discounts and rebates
|
(39,778
|
)
|
|
(37,978
|
)
|
||
Total net sales
|
$
|
2,637,268
|
|
|
$
|
2,862,850
|
|
|
|
Gross Carrying Amounts
|
|
Accumulated Amortization
|
(1)
|
Net Carrying Amounts
|
||||||
|
|
(In thousands)
|
||||||||||
Customer relationships
|
|
$
|
25,500
|
|
|
$
|
(6,770
|
)
|
|
$
|
18,730
|
|
Noncompete agreements
|
|
8,254
|
|
|
(3,532
|
)
|
|
4,722
|
|
|||
Trade names
|
|
6,826
|
|
|
(3,894
|
)
|
|
2,932
|
|
|||
Total
|
|
$
|
40,580
|
|
|
$
|
(14,196
|
)
|
|
$
|
26,384
|
|
|
|
Estimated Amortization
|
||
|
|
(In thousands)
|
||
2020
|
|
$
|
7,461
|
|
2021
|
|
4,973
|
|
|
2022
|
|
3,111
|
|
|
2023
|
|
1,807
|
|
|
2024
|
|
1,505
|
|
|
Fiscal Year
Ended December 28, 2019 |
|
Fiscal Year
Ended December 29, 2018 |
||||
|
(In thousands)
|
||||||
Federal income taxes:
|
|
|
|
||||
Current
|
$
|
35
|
|
|
$
|
(99
|
)
|
Deferred
|
(3,202
|
)
|
|
(13,092
|
)
|
||
State income taxes:
|
|
|
|
|
|||
Current
|
(403
|
)
|
|
3,786
|
|
||
Deferred
|
(382
|
)
|
|
(2,749
|
)
|
||
Benefit from income taxes
|
$
|
(3,952
|
)
|
|
$
|
(12,154
|
)
|
|
Fiscal Year
Ended December 28, 2019 |
|
Fiscal Year
Ended December 29, 2018 |
||||
|
(In thousands)
|
||||||
Benefit from income taxes computed at the federal statutory tax rate
|
$
|
(4,538
|
)
|
|
$
|
(12,643
|
)
|
Benefit from state income taxes, net of federal benefit
|
(1,752
|
)
|
|
(2,498
|
)
|
||
Valuation allowance change
|
4,256
|
|
|
1,974
|
|
||
Transaction costs
|
—
|
|
|
1,327
|
|
||
Nondeductible executive compensation
|
67
|
|
|
936
|
|
||
Share-based compensation - excess tax benefit
|
—
|
|
|
(1,494
|
)
|
||
Other nondeductible items
|
354
|
|
|
344
|
|
||
Prior period true-up
|
(382
|
)
|
|
—
|
|
||
Uncertain tax positions
|
(1,514
|
)
|
|
(951
|
)
|
||
Tax rate change used to measure deferred taxes
|
(433
|
)
|
|
681
|
|
||
Other
|
(10
|
)
|
|
170
|
|
||
Benefit from income taxes
|
$
|
(3,952
|
)
|
|
$
|
(12,154
|
)
|
•
|
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 28,
2019 |
|
December 29,
2018 |
||||
|
(In thousands)
|
||||||
Deferred income tax assets:
|
|
|
|
||||
Inventory reserves
|
$
|
2,525
|
|
|
$
|
2,826
|
|
Compensation-related accruals
|
3,523
|
|
|
4,717
|
|
||
Accruals and reserves
|
149
|
|
|
339
|
|
||
Accounts receivable
|
628
|
|
|
586
|
|
||
Interest expense limitation
|
4,767
|
|
|
3,169
|
|
||
Property and equipment
|
32,080
|
|
|
21,547
|
|
||
Operating lease liability
|
13,820
|
|
|
—
|
|
||
Pension
|
7,594
|
|
|
8,031
|
|
||
Benefit from NOL carryovers (1)
|
25,731
|
|
|
32,325
|
|
||
Other
|
540
|
|
|
418
|
|
||
Total gross deferred income tax assets
|
91,357
|
|
|
73,958
|
|
||
Less: valuation allowances
|
(16,194
|
)
|
|
(12,348
|
)
|
||
Total net deferred income tax assets
|
75,163
|
|
|
61,610
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Intangible assets
|
(7,107
|
)
|
|
(8,665
|
)
|
||
Operating lease asset
|
(13,820
|
)
|
|
—
|
|
||
Other
|
(243
|
)
|
|
(300
|
)
|
||
Total deferred income tax liabilities
|
(21,170
|
)
|
|
(8,965
|
)
|
||
Deferred income tax asset, net
|
$
|
53,993
|
|
|
$
|
52,645
|
|
(1)
|
Our federal NOL carryovers are $61.8 million, and will expire in 11 to 16 years. Our state NOL carryovers are $241.3 million, and will expire in 1 to 20 years.
|
|
Fiscal Year
Ended December 28, 2019 |
|
Fiscal Year
Ended December 29, 2018 |
||||
|
(In thousands)
|
||||||
Balance as of beginning of the year
|
$
|
12,348
|
|
|
$
|
10,415
|
|
Valuation allowance provided for taxes related to:
|
|
|
|
|
|||
Loss before income taxes
|
3,846
|
|
|
1,933
|
|
||
Balance as of end of the year
|
$
|
16,194
|
|
|
$
|
12,348
|
|
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Balance at beginning of fiscal year
|
$
|
5,843
|
|
|
$
|
184
|
|
Additions for tax positions in prior years
|
—
|
|
|
6,663
|
|
||
Reductions due to lapse of applicable statute of limitations
|
(1,598
|
)
|
|
(1,004
|
)
|
||
Balance at end of fiscal year
|
$
|
4,245
|
|
|
$
|
5,843
|
|
|
|
|
|
December 28,
|
|
December 29,
|
||||
|
|
Maturity Date
|
|
2019
|
|
2018
|
||||
|
|
|
|
(In thousands)
|
||||||
Revolving Credit Facility (net of discounts and debt issuance costs of $4.5 million and $6.0 million at December 28, 2019 and December 29, 2018, respectively)
|
|
October 10, 2022
|
|
$
|
322,041
|
|
|
$
|
327,319
|
|
Term Loan Facility (net of discounts and debt issuance costs of $8.1 million and $6.7 million at December 28, 2019 and December 29, 2018, respectively)
|
|
October 13, 2023
|
|
138,574
|
|
|
172,356
|
|
||
Total debt
|
|
|
|
460,615
|
|
|
499,675
|
|
||
Less: current portion of long-term debt
|
|
|
|
(2,176
|
)
|
|
(1,736
|
)
|
||
Long-term debt, net
|
|
|
|
$
|
458,439
|
|
|
$
|
497,939
|
|
|
December 28,
2019 |
|
December 29,
2018 |
||||
|
(In thousands)
|
||||||
Change in projected benefit obligation:
|
|
|
|
||||
Projected benefit obligation at beginning of period
|
$
|
107,909
|
|
|
$
|
118,812
|
|
Service cost
|
190
|
|
|
534
|
|
||
Interest cost
|
3,730
|
|
|
3,853
|
|
||
Actuarial loss (gain)
|
11,156
|
|
|
(9,732
|
)
|
||
Curtailment gain
|
(349
|
)
|
|
—
|
|
||
Benefits paid
|
(15,610
|
)
|
|
(5,558
|
)
|
||
Projected benefit obligation at end of period
|
107,026
|
|
|
107,909
|
|
||
Change in plan assets:
|
|
|
|
|
|
||
Fair value of assets at beginning of period
|
81,241
|
|
|
88,452
|
|
||
Actual return (loss) on plan assets
|
15,464
|
|
|
(6,321
|
)
|
||
Employer contributions
|
2,511
|
|
|
4,668
|
|
||
Benefits paid
|
(15,610
|
)
|
|
(5,558
|
)
|
||
Fair value of assets at end of period
|
83,606
|
|
|
81,241
|
|
||
Net unfunded status of plan
|
$
|
(23,420
|
)
|
|
$
|
(26,668
|
)
|
|
December 28,
2019 |
|
December 29,
2018 |
||||
|
(In thousands)
|
||||||
Unfunded status
|
$
|
(23,420
|
)
|
|
$
|
(26,668
|
)
|
Unrecognized actuarial loss
|
31,221
|
|
|
34,699
|
|
||
Net amount recognized
|
$
|
7,801
|
|
|
$
|
8,031
|
|
Amounts recognized on the balance sheet consist of:
|
|
|
|
|
|
||
Accrued pension liability
|
$
|
(23,420
|
)
|
|
$
|
(26,668
|
)
|
Accumulated other comprehensive loss (pre-tax)
|
31,221
|
|
|
34,699
|
|
||
Net amount recognized
|
$
|
7,801
|
|
|
$
|
8,031
|
|
|
Fiscal Year Ended
December 28, 2019 |
|
Fiscal Year Ended
December 29, 2018 |
||||
|
(In thousands)
|
||||||
Service cost
|
$
|
190
|
|
|
$
|
534
|
|
Interest cost on projected benefit obligation
|
3,730
|
|
|
3,853
|
|
||
Expected return on plan assets
|
(5,162
|
)
|
|
(5,309
|
)
|
||
Amortization of unrecognized loss
|
1,158
|
|
|
1,084
|
|
||
Net periodic pension cost (credit)
|
$
|
(84
|
)
|
|
$
|
162
|
|
|
December 28, 2019
|
|
December 29, 2018
|
||
Projected benefit obligation:
|
|
|
|
||
Discount rate
|
3.21
|
%
|
|
4.37
|
%
|
Average rate of increase in future compensation levels
|
Graded 5.5-2.5%
|
|
|
Graded 5.5-2.5%
|
|
Net periodic pension cost:
|
|
|
|
|
|
Discount rate
|
3.20
|
%
|
|
3.69
|
%
|
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
|
%
|
|
6.00
|
%
|
|
|
Current Target Allocation
|
|
Actual Allocation, December 29, 2019
|
||
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
|
|
|
|
|
|
|
|
|
||||||||
Collective investment trust (1)
|
|
$
|
—
|
|
|
$
|
57,966
|
|
|
$
|
—
|
|
|
$
|
57,966
|
|
Liability-matching securities
|
|
|
|
|
|
|
|
|
||||||||
Collective investment trusts (2)
|
|
—
|
|
|
24,801
|
|
|
—
|
|
|
24,801
|
|
||||
Cash and cash equivalents
|
|
888
|
|
|
—
|
|
|
—
|
|
|
888
|
|
||||
Total
|
|
$
|
888
|
|
|
$
|
82,767
|
|
|
$
|
—
|
|
|
$
|
83,655
|
|
|
|
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
|
|
|
|
|
|
|
|
|
||||||||
Collective investment trust (1)
|
|
$
|
—
|
|
|
$
|
55,766
|
|
|
$
|
—
|
|
|
$
|
55,766
|
|
Liability-matching securities
|
|
|
|
|
|
|
|
|
||||||||
Collective investment trusts (2)
|
|
—
|
|
|
24,649
|
|
|
—
|
|
|
24,649
|
|
||||
Cash and cash equivalents
|
|
853
|
|
|
—
|
|
|
—
|
|
|
853
|
|
||||
Total
|
|
$
|
853
|
|
|
$
|
80,415
|
|
|
$
|
—
|
|
|
$
|
81,268
|
|
Fiscal Year Ending
|
(In thousands)
|
||
2020
|
$
|
6,352
|
|
2021
|
6,465
|
|
|
2022
|
6,518
|
|
|
2023
|
6,557
|
|
|
2024
|
6,539
|
|
|
Thereafter
|
32,200
|
|
|
|
|
|
|
|
Contributions (in millions)
|
||||||
Pension Fund:
|
EIN/Pension Plan Number
|
Pension Act Zone Status
|
FIP/RP Status
|
Surcharge
|
|
2019
|
|
2018
|
||||
Central States, Southeast and Southwest Areas Pension Fund (1)
|
366044243
|
Critical and Declining
(January 1, 2019)
|
RP
|
No
|
|
0.3
|
|
|
0.4
|
|
||
Other
|
|
|
|
|
|
0.3
|
|
|
0.1
|
|
||
Total
|
|
|
|
|
|
$
|
0.6
|
|
|
$
|
0.5
|
|
|
Restricted Stock Units
|
|||||
|
Number of
Awards
|
|
Weighted
Average Fair
Value
|
|||
Outstanding as of December 29, 2018
|
194,222
|
|
|
$
|
33.29
|
|
Granted
|
389,940
|
|
|
19.96
|
|
|
Vested (1)
|
(82,570
|
)
|
|
22.92
|
|
|
Forfeited
|
(11,443
|
)
|
|
32.26
|
|
|
Outstanding as of December 28, 2019
|
490,149
|
|
|
$
|
24.45
|
|
(1)
|
The total fair value of restricted stock units vested in fiscal 2019 and 2018 was $1.9 million and $1.7 million, respectively.
|
|
December 28, 2019
|
|
December 29, 2018
|
||||
|
(In thousands)
|
||||||
Restricted Stock and Restricted Stock Units
|
$
|
2,592
|
|
|
$
|
1,350
|
|
Performance Shares
|
—
|
|
|
788
|
|
||
Cash-settled Stock Appreciation Rights
|
—
|
|
|
13,173
|
|
||
Total
|
$
|
2,592
|
|
|
$
|
15,311
|
|
|
Fiscal Year Ended
|
||||||
|
December 28, 2019(1)
|
|
December 29, 2018(1)
|
||||
|
(In thousands, except per share data)
|
||||||
Net loss
|
$
|
(17,656
|
)
|
|
$
|
(48,053
|
)
|
|
|
|
|
||||
Basic weighted average shares outstanding
|
9,355
|
|
|
9,230
|
|
||
Dilutive effect of share-based awards
|
—
|
|
|
—
|
|
||
Diluted weighted average shares outstanding
|
9,355
|
|
|
9,230
|
|
||
|
|
|
|
||||
Basic loss per share
|
$
|
(1.89
|
)
|
|
$
|
(5.21
|
)
|
Diluted loss per share
|
$
|
(1.89
|
)
|
|
$
|
(5.21
|
)
|
|
Fiscal Year Ended
|
||||
|
December 28, 2019
|
|
December 29, 2018
|
||
Performance shares
|
—
|
|
|
58,818
|
|
Restricted stock units
|
490,149
|
|
|
135,404
|
|
Total excluded from diluted earnings per share
|
490,149
|
|
|
194,222
|
|
|
Fiscal Year Ended December 28, 2019
|
|||
|
(In thousands)
|
|||
Operating lease cost:
|
$
|
12,115
|
|
|
Finance lease cost:
|
|
|||
Amortization of right-of-use assets
|
$
|
9,712
|
|
|
Interest on lease liabilities
|
15,303
|
|
||
Total finance lease costs
|
$
|
25,015
|
|
|
Fiscal Year Ended December 28, 2019
|
|||
|
(In thousands)
|
|||
Cash paid for amounts included in the measurement of lease liabilities
|
|
|||
Operating cash flows from operating leases
|
$
|
11,885
|
|
|
Operating cash flows from finance leases
|
15,303
|
|
||
Financing cash flows from finance leases
|
9,853
|
|
||
Right-of-use assets obtained in exchange for lease obligations
|
|
|||
Operating leases
|
$
|
775
|
|
|
Finance leases
|
15,041
|
|
|
December 28, 2019
|
|||
|
(In thousands)
|
|||
Finance leases
|
|
|||
Property and equipment
|
$
|
156,770
|
|
|
Accumulated depreciation
|
(23,364
|
)
|
||
Property and equipment, net
|
$
|
133,406
|
|
|
Weighted Average Remaining Lease Term (in years)
|
|
|||
Operating leases
|
11.71
|
|
||
Finance leases
|
17.9
|
|
||
Weighted Average Discount Rate
|
|
|||
Operating leases
|
9.34
|
%
|
||
Finance leases
|
10.33
|
%
|
|
December 28, 2019
|
|||
|
(In thousands)
|
|||
Equipment and vehicles
|
$
|
32,471
|
|
|
Real estate
|
120,525
|
|
||
Total finance leases
|
$
|
152,996
|
|
|
Operating leases
|
|
Finance leases
|
||||
|
(In thousands)
|
||||||
2020
|
$
|
11,348
|
|
|
$
|
20,291
|
|
2021
|
10,111
|
|
|
19,258
|
|
||
2022
|
8,048
|
|
|
18,350
|
|
||
2023
|
7,330
|
|
|
17,887
|
|
||
2024
|
6,413
|
|
|
17,324
|
|
||
Thereafter
|
50,901
|
|
|
284,277
|
|
||
Total lease payments
|
$
|
94,151
|
|
|
$
|
377,387
|
|
Less: imputed interest
|
(39,743
|
)
|
|
(224,391
|
)
|
||
Total
|
$
|
54,408
|
|
|
$
|
152,996
|
|
|
Foreign
currency translation, net
of tax
|
|
Amortization of unrecognized pension gain (loss), net of tax
|
|
Other, net of tax
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
December 30, 2017, ending balance, net of tax
|
$
|
674
|
|
|
$
|
(37,393
|
)
|
|
$
|
212
|
|
|
$
|
(36,507
|
)
|
Other comprehensive income (loss), net of tax (1)
|
(14
|
)
|
|
(608
|
)
|
|
—
|
|
|
(622
|
)
|
||||
December 29, 2018, ending balance, net of tax
|
$
|
660
|
|
|
$
|
(38,001
|
)
|
|
$
|
212
|
|
|
$
|
(37,129
|
)
|
Other comprehensive income (loss), net of tax (2)
|
6
|
|
|
2,560
|
|
|
—
|
|
|
2,566
|
|
||||
December 28, 2019, ending balance, net of tax
|
$
|
666
|
|
|
$
|
(35,441
|
)
|
|
$
|
212
|
|
|
$
|
(34,563
|
)
|
Exhibit Number
|
Item
|
|
2.1
|
|
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
4.1
|
|
|
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
|
|
Exhibit Number
|
Item
|
|
10.12
|
|
|
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
|
|
|
Exhibit Number
|
Item
|
|
10.46
|
|
|
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 11, 2020
|
Mitchell B. Lewis
|
|
|
|
|
|
/s/ Susan C. O’Farrell
|
Senior Vice President, Chief Financial Officer, Treasurer (Principal Accounting Officer)
|
March 11, 2020
|
Susan C. O’Farrell
|
|
|
|
|
|
/s/ Kim S. Fennebresque
|
Chairman
|
March 11, 2020
|
Kim S. Fennebresque
|
|
|
|
|
|
/s/ Karel K. Czanderna
|
Director
|
March 11, 2020
|
Karel K. Czanderna
|
|
|
|
|
|
/s/ Dominic DiNapoli
|
Director
|
March 11, 2020
|
Dominic DiNapoli
|
|
|
|
|
|
/s/ Alan H. Schumacher
|
Director
|
March 11, 2020
|
Alan H. Schumacher
|
|
|
|
|
|
/s/ J. David Smith
|
Director
|
March 11, 2020
|
J. David Smith
|
|
|
(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):
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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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March 11, 2020
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/s/ Mitchell B. Lewis
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Mitchell B. Lewis
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BlueLinx Holdings Inc.
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Chief Executive Officer
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(1)
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I have reviewed this annual report on Form 10-K 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.
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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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March 11, 2020
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/s/ Susan C. O’Farrell
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Susan C. O’Farrell
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BlueLinx Holdings Inc.
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Senior Vice President, 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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March 11, 2020
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By:
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/s/ Mitchell B. Lewis
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Mitchell B. Lewis
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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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March 11, 2020
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By:
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/s/ Susan C. O’Farrell
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Susan C. O’Farrell
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Senior Vice President,
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Chief Financial Officer, and Treasurer
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