☑
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
BlueLinx Holdings Inc.
|
|
|
(Exact name of registrant as specified in its charter)
|
|
Delaware
|
77-0627356
|
|
(State of Incorporation)
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
1950 Spectrum Circle, Suite 300
|
|
|
Marietta
|
GA
|
30067
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
BXC
|
New York Stock Exchange
|
Large Accelerated Filer
|
☐
|
Accelerated Filer
|
☑
|
Non-accelerated Filer
|
☐
|
Smaller Reporting Company
|
☑
|
Emerging Growth Company
|
☐
|
|
|
|
|
|
|
|
PAGE
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 27, 2020
|
|
June 29, 2019
|
|
June 27, 2020
|
|
June 29, 2019
|
||||||||
Net sales
|
$
|
698,776
|
|
|
$
|
706,448
|
|
|
$
|
1,360,846
|
|
|
$
|
1,345,149
|
|
Cost of sales
|
597,956
|
|
|
612,281
|
|
|
1,166,817
|
|
|
1,164,937
|
|
||||
Gross profit
|
100,820
|
|
|
94,167
|
|
|
194,029
|
|
|
180,212
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|||||
Selling, general, and administrative
|
69,710
|
|
|
70,150
|
|
|
143,314
|
|
|
139,235
|
|
||||
Depreciation and amortization
|
7,063
|
|
|
7,503
|
|
|
14,698
|
|
|
14,831
|
|
||||
Gains from sales of property
|
—
|
|
|
(9,760
|
)
|
|
(525
|
)
|
|
(9,760
|
)
|
||||
Other operating expenses
|
1,962
|
|
|
3,951
|
|
|
6,127
|
|
|
9,276
|
|
||||
Total operating expenses
|
78,735
|
|
|
71,844
|
|
|
163,614
|
|
|
153,582
|
|
||||
Operating income
|
22,085
|
|
|
22,323
|
|
|
30,415
|
|
|
26,630
|
|
||||
Non-operating expenses (income):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net
|
11,535
|
|
|
13,717
|
|
|
25,915
|
|
|
27,118
|
|
||||
Other (income) expense, net
|
417
|
|
|
(45
|
)
|
|
180
|
|
|
105
|
|
||||
Income (loss) before provision for (benefit from) income taxes
|
10,133
|
|
|
8,651
|
|
|
4,320
|
|
|
(593
|
)
|
||||
Provision for (benefit from) income taxes
|
3,438
|
|
|
2,350
|
|
|
(1,588
|
)
|
|
(175
|
)
|
||||
Net income (loss)
|
$
|
6,695
|
|
|
$
|
6,301
|
|
|
$
|
5,908
|
|
|
$
|
(418
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic income (loss) per share
|
$
|
0.71
|
|
|
$
|
0.67
|
|
|
$
|
0.63
|
|
|
$
|
(0.04
|
)
|
Diluted income (loss) per share
|
$
|
0.71
|
|
|
$
|
0.67
|
|
|
$
|
0.63
|
|
|
$
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss)
|
$
|
6,695
|
|
|
$
|
6,301
|
|
|
$
|
5,908
|
|
|
$
|
(418
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation, net of tax
|
17
|
|
|
—
|
|
|
20
|
|
|
7
|
|
||||
Amortization of unrecognized pension loss, net of tax
|
114
|
|
|
208
|
|
|
310
|
|
|
431
|
|
||||
Pension curtailment, net of tax
|
—
|
|
|
(1,486
|
)
|
|
—
|
|
|
(632
|
)
|
||||
Other
|
2
|
|
|
1
|
|
|
(17
|
)
|
|
16
|
|
||||
Total other comprehensive income (loss)
|
133
|
|
|
(1,277
|
)
|
|
313
|
|
|
(178
|
)
|
||||
Comprehensive income (loss)
|
$
|
6,828
|
|
|
$
|
5,024
|
|
|
$
|
6,221
|
|
|
$
|
(596
|
)
|
|
June 27, 2020
|
|
December 28, 2019
|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
11,530
|
|
|
$
|
11,643
|
|
Receivables, less allowances of $3,911 and $3,236, respectively
|
264,642
|
|
|
192,872
|
|
||
Inventories, net
|
313,979
|
|
|
345,806
|
|
||
Other current assets
|
26,509
|
|
|
27,718
|
|
||
Total current assets
|
616,660
|
|
|
578,039
|
|
||
Property and equipment, at cost
|
308,616
|
|
|
308,067
|
|
||
Accumulated depreciation
|
(122,123
|
)
|
|
(112,299
|
)
|
||
Property and equipment, net
|
186,493
|
|
|
195,768
|
|
||
Operating lease right-of-use assets
|
50,802
|
|
|
54,408
|
|
||
Goodwill
|
47,772
|
|
|
47,772
|
|
||
Intangible assets, net
|
22,591
|
|
|
26,384
|
|
||
Deferred tax assets
|
54,494
|
|
|
53,993
|
|
||
Other non-current assets
|
20,292
|
|
|
15,061
|
|
||
Total assets
|
$
|
999,104
|
|
|
$
|
971,425
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
158,920
|
|
|
$
|
132,348
|
|
Accrued compensation
|
11,140
|
|
|
7,639
|
|
||
Current maturities of long-term debt, net of debt issuance costs of $74 and $74, respectively
|
2,176
|
|
|
2,176
|
|
||
Finance lease liabilities - short-term
|
5,958
|
|
|
6,486
|
|
||
Operating lease liabilities - short-term
|
6,633
|
|
|
7,317
|
|
||
Real estate deferred gains - short-term
|
4,040
|
|
|
3,935
|
|
||
Other current liabilities
|
11,011
|
|
|
11,222
|
|
||
Total current liabilities
|
199,878
|
|
|
171,123
|
|
||
Non-current liabilities:
|
|
|
|
|
|
||
Long-term debt, net of debt issuance costs of $10,915 and $12,481, respectively
|
377,880
|
|
|
458,439
|
|
||
Finance lease liabilities - long-term
|
266,622
|
|
|
191,525
|
|
||
Operating lease liabilities - long-term
|
44,169
|
|
|
47,091
|
|
||
Real estate deferred gains - long-term
|
79,984
|
|
|
81,886
|
|
||
Pension benefit obligation
|
22,109
|
|
|
23,420
|
|
||
Other non-current liabilities
|
26,710
|
|
|
24,024
|
|
||
Total liabilities
|
1,017,352
|
|
|
997,508
|
|
||
Commitments and Contingencies
|
|
|
|
|
|
||
STOCKHOLDERS’ DEFICIT:
|
|
|
|
|
|
||
Common Stock, $0.01 par value, 20,000,000 shares authorized,
9,461,412 and 9,365,768 outstanding on June 27, 2020 and December 28, 2019, respectively |
95
|
|
|
94
|
|
||
Additional paid-in capital
|
262,587
|
|
|
260,974
|
|
||
Accumulated other comprehensive loss
|
(34,250
|
)
|
|
(34,563
|
)
|
||
Accumulated stockholders’ deficit
|
(246,680
|
)
|
|
(252,588
|
)
|
||
Total stockholders’ deficit
|
(18,248
|
)
|
|
(26,083
|
)
|
||
Total liabilities and stockholders’ deficit
|
$
|
999,104
|
|
|
$
|
971,425
|
|
|
Six Months Ended
|
||||||
|
June 27, 2020
|
|
June 29, 2019
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
5,908
|
|
|
$
|
(418
|
)
|
Adjustments to reconcile net income (loss) to cash provided by (used in) operations:
|
|
|
|
||||
Benefit from income taxes
|
(1,588
|
)
|
|
(175
|
)
|
||
Depreciation and amortization
|
14,698
|
|
|
14,831
|
|
||
Amortization of debt issuance costs
|
1,903
|
|
|
1,614
|
|
||
Gains from sales of property
|
(525
|
)
|
|
(9,760
|
)
|
||
Amortization of deferred gain
|
(1,967
|
)
|
|
(1,902
|
)
|
||
Share-based compensation
|
1,858
|
|
|
1,341
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(71,770
|
)
|
|
(53,608
|
)
|
||
Inventories
|
31,827
|
|
|
(16,800
|
)
|
||
Accounts payable
|
26,572
|
|
|
25,672
|
|
||
Prepaid and other current assets
|
(3,200
|
)
|
|
(8,078
|
)
|
||
Other assets and liabilities
|
9,185
|
|
|
(5,766
|
)
|
||
Net cash provided by (used in) operating activities
|
12,901
|
|
|
(53,049
|
)
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|||
Acquisition of business, net of cash acquired
|
—
|
|
|
6,009
|
|
||
Proceeds from sale of assets
|
102
|
|
|
10,758
|
|
||
Property and equipment investments
|
(1,752
|
)
|
|
(1,784
|
)
|
||
Net cash (used in) provided by investing activities
|
(1,650
|
)
|
|
14,983
|
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|||
Borrowings on revolving credit facilities
|
350,236
|
|
|
365,519
|
|
||
Repayments on revolving credit facilities
|
(354,509
|
)
|
|
(329,683
|
)
|
||
Repayments on term loan
|
(77,852
|
)
|
|
(31,899
|
)
|
||
Proceeds from real estate financing transactions
|
78,263
|
|
|
44,822
|
|
||
Debt financing costs
|
(2,665
|
)
|
|
(2,359
|
)
|
||
Repurchase of shares to satisfy employee tax withholdings
|
(254
|
)
|
|
(208
|
)
|
||
Principal payments on finance lease liabilities
|
(4,583
|
)
|
|
(4,403
|
)
|
||
Net cash (used in) provided by financing activities
|
(11,364
|
)
|
|
41,789
|
|
||
|
|
|
|
||||
Net change in cash
|
(113
|
)
|
|
3,723
|
|
||
Cash at beginning of period
|
11,643
|
|
|
8,939
|
|
||
Cash at end of period
|
$
|
11,530
|
|
|
$
|
12,662
|
|
|
|
|
|
||||
Supplemental Cash Flow Information
|
|
|
|
||||
Net income tax (refunds) payments during the period
|
$
|
(223
|
)
|
|
$
|
3,057
|
|
Interest paid during the period
|
$
|
24,416
|
|
|
$
|
27,278
|
|
|
Common Stock
|
|
Additional
Paid-In Capital
|
|
Accumulated
Other
Comprehensive Loss
|
|
Accumulated Deficit
|
|
Stockholders’ Deficit Total
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance, December 28, 2019
|
9,366
|
|
|
$
|
94
|
|
|
$
|
260,974
|
|
|
$
|
(34,563
|
)
|
|
$
|
(252,588
|
)
|
|
$
|
(26,083
|
)
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(787
|
)
|
|
(787
|
)
|
|||||
Foreign currency translation, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Unrealized gain from pension plan, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
196
|
|
|
—
|
|
|
196
|
|
|||||
Vesting of restricted stock units
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Compensation related to share-based grants
|
—
|
|
|
—
|
|
|
1,004
|
|
|
—
|
|
|
—
|
|
|
1,004
|
|
|||||
Repurchase of shares to satisfy employee tax withholdings
|
(1
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
9
|
|
|
(19
|
)
|
|
—
|
|
|
(10
|
)
|
|||||
Balance, March 28, 2020
|
9,367
|
|
|
94
|
|
|
261,980
|
|
|
(34,383
|
)
|
|
(253,375
|
)
|
|
(25,684
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,695
|
|
|
6,695
|
|
|||||
Foreign currency translation, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|||||
Unrealized gain from pension plan, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
114
|
|
|
—
|
|
|
114
|
|
|||||
Vesting of restricted stock units
|
122
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Compensation related to share-based grants
|
—
|
|
|
—
|
|
|
854
|
|
|
—
|
|
|
—
|
|
|
854
|
|
|||||
Repurchase of shares to satisfy employee tax withholdings
|
(28
|
)
|
|
—
|
|
|
(247
|
)
|
|
—
|
|
|
—
|
|
|
(247
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Balance, June 27, 2020
|
9,461
|
|
|
$
|
95
|
|
|
$
|
262,587
|
|
|
$
|
(34,250
|
)
|
|
$
|
(246,680
|
)
|
|
$
|
(18,248
|
)
|
|
Common Stock
|
|
Additional
Paid-In Capital
|
|
Accumulated
Other
Comprehensive Loss
|
|
Accumulated Deficit
|
|
Stockholders’ Deficit Total
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance, December 29, 2018
|
9,294
|
|
|
$
|
92
|
|
|
$
|
258,596
|
|
|
$
|
(37,129
|
)
|
|
$
|
(236,222
|
)
|
|
$
|
(14,663
|
)
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,719
|
)
|
|
(6,719
|
)
|
|||||
Adoption of ASC 842, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,291
|
|
|
1,291
|
|
|||||
Foreign currency translation, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Unrealized gain from pension plan, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
1,077
|
|
|
—
|
|
|
1,077
|
|
|||||
Vesting of restricted stock units
|
49
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Compensation related to share-based grants
|
—
|
|
|
—
|
|
|
706
|
|
|
—
|
|
|
—
|
|
|
706
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|||||
Balance, March 30, 2019
|
9,343
|
|
|
93
|
|
|
259,302
|
|
|
(36,030
|
)
|
|
(241,650
|
)
|
|
(18,285
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,301
|
|
|
6,301
|
|
|||||
Foreign currency translation, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Unrealized loss from pension plan, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,278
|
)
|
|
—
|
|
|
(1,278
|
)
|
|||||
Vesting of restricted stock units
|
32
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Compensation related to share-based grants
|
—
|
|
|
—
|
|
|
635
|
|
|
—
|
|
|
—
|
|
|
635
|
|
|||||
Repurchase of shares to satisfy employee tax withholdings
|
(10
|
)
|
|
—
|
|
|
(208
|
)
|
|
—
|
|
|
—
|
|
|
(208
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|||||
Balance, June 29, 2019
|
9,365
|
|
|
$
|
94
|
|
|
$
|
259,727
|
|
|
$
|
(37,307
|
)
|
|
$
|
(235,349
|
)
|
|
$
|
(12,835
|
)
|
|
|
Gross carrying amounts
|
|
Accumulated
Amortization
|
(1)
|
Net carrying amounts
|
||||||
|
|
(In thousands)
|
||||||||||
Customer relationships
|
|
$
|
25,500
|
|
|
$
|
(8,393
|
)
|
|
$
|
17,107
|
|
Noncompete agreements
|
|
8,254
|
|
|
(4,564
|
)
|
|
3,690
|
|
|||
Trade names
|
|
6,826
|
|
|
(5,032
|
)
|
|
1,794
|
|
|||
Total
|
|
$
|
40,580
|
|
|
$
|
(17,989
|
)
|
|
$
|
22,591
|
|
|
|
Estimated Amortization
|
||
|
|
(In thousands)
|
||
2020
|
|
$
|
3,645
|
|
2021
|
|
4,973
|
|
|
2022
|
|
3,111
|
|
|
2023
|
|
1,807
|
|
|
2024
|
|
1,505
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 27, 2020
|
|
June 29, 2019
|
|
June 27, 2020
|
|
June 29, 2019
|
||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||
Structural products
|
$
|
249,571
|
|
|
$
|
224,528
|
|
|
$
|
490,349
|
|
|
$
|
421,314
|
|
Specialty products
|
449,205
|
|
|
481,920
|
|
|
870,497
|
|
|
923,835
|
|
||||
Total net sales
|
$
|
698,776
|
|
|
$
|
706,448
|
|
|
$
|
1,360,846
|
|
|
$
|
1,345,149
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 27, 2020
|
|
June 29, 2019
|
|
June 27, 2020
|
|
June 29, 2019
|
||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||
Warehouse and reload
|
$
|
601,279
|
|
|
$
|
594,024
|
|
|
$
|
1,163,472
|
|
|
$
|
1,117,250
|
|
Direct
|
107,848
|
|
|
121,856
|
|
|
217,129
|
|
|
245,212
|
|
||||
Customer discounts and rebates
|
(10,351
|
)
|
|
(9,432
|
)
|
|
(19,755
|
)
|
|
(17,313
|
)
|
||||
Total net sales
|
$
|
698,776
|
|
|
$
|
706,448
|
|
|
$
|
1,360,846
|
|
|
$
|
1,345,149
|
|
|
June 27, 2020
|
|
December 28, 2019
|
||||
(In thousands)
|
|||||||
Revolving Credit Facility (1)
|
$
|
322,223
|
|
|
$
|
326,496
|
|
Term Loan Facility (2)
|
68,822
|
|
|
146,674
|
|
||
Finance lease obligations (3)
|
272,580
|
|
|
198,011
|
|
||
|
663,625
|
|
|
671,181
|
|
||
Unamortized debt issuance costs
|
(10,989
|
)
|
|
(12,555
|
)
|
||
|
652,636
|
|
|
658,626
|
|
||
Less: current maturities of long-term debt
|
8,134
|
|
|
8,662
|
|
||
Long-term debt, net of current maturities
|
$
|
644,502
|
|
|
$
|
649,964
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 27, 2020
|
|
June 29, 2019
|
|
June 27, 2020
|
|
June 29, 2019
|
||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
161
|
|
Interest cost on projected benefit obligation
|
723
|
|
|
973
|
|
|
1,446
|
|
|
2,018
|
|
||||
Expected return on plan assets
|
(1,210
|
)
|
|
(1,295
|
)
|
|
(2,420
|
)
|
|
(2,489
|
)
|
||||
Amortization of unrecognized loss
|
263
|
|
|
279
|
|
|
526
|
|
|
580
|
|
||||
Net periodic pension (benefit) cost
|
$
|
(224
|
)
|
|
$
|
5
|
|
|
$
|
(448
|
)
|
|
$
|
270
|
|
|
June 27, 2020
|
|
December 28, 2019
|
|||||
(In thousands)
|
||||||||
Assets
|
Classification
|
|
|
|
||||
Operating lease right-of-use assets
|
Operating lease right of use assets
|
$
|
50,802
|
|
|
$
|
54,408
|
|
Finance lease right-of-use assets (1)
|
Property and equipment, net
|
153,176
|
|
|
141,922
|
|
||
Total lease right-of-use assets
|
|
$
|
203,978
|
|
|
$
|
196,330
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Current portion
|
|
|
|
|
||||
Operating lease liabilities
|
Operating lease liabilities - short term
|
$
|
6,633
|
|
|
$
|
7,317
|
|
Finance lease liabilities
|
Finance lease liabilities - short term
|
5,958
|
|
|
6,486
|
|
||
Non-current portion
|
|
|
|
|
||||
Operating lease liabilities
|
Operating lease liabilities - long term
|
44,169
|
|
|
47,091
|
|
||
Finance lease liabilities
|
Finance lease liabilities - long term
|
266,622
|
|
|
191,525
|
|
||
Total lease liabilities
|
|
$
|
323,382
|
|
|
$
|
252,419
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 27, 2020
|
|
June 29, 2019
|
June 27, 2020
|
|
June 29, 2019
|
|||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||
Operating lease cost:
|
$
|
2,977
|
|
|
$
|
2,991
|
|
|
$
|
6,098
|
|
|
$
|
6,135
|
|
Finance lease cost:
|
|
|
|
|
|
|
|
||||||||
Amortization of right-of-use assets
|
$
|
3,513
|
|
|
$
|
3,220
|
|
|
$
|
6,878
|
|
|
$
|
6,117
|
|
Interest on lease liabilities
|
6,557
|
|
|
4,130
|
|
|
12,721
|
|
|
7,378
|
|
||||
Total finance lease costs
|
$
|
10,070
|
|
|
$
|
7,350
|
|
|
$
|
19,599
|
|
|
$
|
13,495
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 27, 2020
|
|
June 29, 2019
|
|
June 27, 2020
|
|
June 29, 2019
|
||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
|
|
|
|
|
||||||||
Operating cash flows from operating leases
|
$
|
2,860
|
|
|
$
|
3,064
|
|
|
$
|
5,633
|
|
|
$
|
5,967
|
|
Operating cash flows from finance leases
|
6,557
|
|
|
3,236
|
|
|
12,721
|
|
|
6,484
|
|
||||
Financing cash flows from finance leases
|
2,403
|
|
|
2,216
|
|
|
4,583
|
|
|
4,403
|
|
||||
Right-of-use assets obtained in exchange for lease obligations
|
|
|
|
|
|
|
|
||||||||
Operating leases
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Finance leases
|
—
|
|
|
3,462
|
|
|
—
|
|
|
4,250
|
|
|
June 27, 2020
|
|
December 28, 2019
|
||||
|
(In thousands)
|
||||||
Finance leases
|
|
|
|
||||
Property and equipment
|
$
|
204,431
|
|
|
$
|
172,720
|
|
Accumulated depreciation
|
(51,255
|
)
|
|
(30,798
|
)
|
||
Property and equipment, net
|
$
|
153,176
|
|
|
$
|
141,922
|
|
Weighted Average Remaining Lease Term (in years)
|
|
|
|
||||
Operating leases
|
11.66
|
|
|
11.71
|
|
||
Finance leases
|
16.58
|
|
|
17.12
|
|
||
Weighted Average Discount Rate
|
|
|
|
||||
Operating leases
|
9.40
|
%
|
|
9.34
|
%
|
||
Finance leases
|
9.75
|
%
|
|
10.11
|
%
|
|
June 27, 2020
|
|
December 28, 2019
|
||||
|
(In thousands)
|
||||||
Equipment and vehicles
|
$
|
29,162
|
|
|
$
|
32,471
|
|
Real estate
|
243,418
|
|
|
165,540
|
|
||
Total finance leases
|
$
|
272,580
|
|
|
$
|
198,011
|
|
|
Operating leases
|
|
Finance leases
|
||||
|
(In thousands)
|
||||||
2020
|
$
|
11,109
|
|
|
$
|
15,385
|
|
2021
|
8,821
|
|
|
29,150
|
|
||
2022
|
7,876
|
|
|
28,449
|
|
||
2023
|
6,794
|
|
|
28,121
|
|
||
2024
|
6,441
|
|
|
27,793
|
|
||
Thereafter
|
47,514
|
|
|
408,524
|
|
||
Total lease payments
|
$
|
88,555
|
|
|
$
|
537,422
|
|
Less: imputed interest
|
(37,753
|
)
|
|
(264,842
|
)
|
||
Total
|
$
|
50,802
|
|
|
$
|
272,580
|
|
|
Operating leases
|
|
Finance leases
|
||||
|
(In thousands)
|
||||||
2020
|
$
|
11,348
|
|
|
$
|
24,002
|
|
2021
|
10,111
|
|
|
23,052
|
|
||
2022
|
8,048
|
|
|
22,230
|
|
||
2023
|
7,330
|
|
|
21,854
|
|
||
2024
|
6,413
|
|
|
21,380
|
|
||
Thereafter
|
50,901
|
|
|
327,439
|
|
||
Total lease payments
|
$
|
94,151
|
|
|
$
|
439,957
|
|
Less: imputed interest
|
(39,743
|
)
|
|
(241,946
|
)
|
||
Total
|
$
|
54,408
|
|
|
$
|
198,011
|
|
|
Foreign currency, net
of tax
|
|
Defined
benefit pension
plan, net of tax
|
|
Other,
net of tax
|
|
Total Accumulated Other Comprehensive Loss
|
||||||||
|
(In thousands)
|
||||||||||||||
December 28, 2019, beginning balance
|
$
|
666
|
|
|
$
|
(35,441
|
)
|
|
$
|
212
|
|
|
$
|
(34,563
|
)
|
Other comprehensive income, net of tax (1)
|
20
|
|
|
310
|
|
|
(17
|
)
|
|
313
|
|
||||
June 27, 2020, ending balance, net of tax
|
$
|
686
|
|
|
$
|
(35,131
|
)
|
|
$
|
195
|
|
|
$
|
(34,250
|
)
|
•
|
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.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 27, 2020
|
|
June 29, 2019
|
|
June 27, 2020
|
|
June 29, 2019
|
||||||||
|
(In thousands, except per share data)
|
|
(In thousands, except per share data)
|
||||||||||||
Net income (loss)
|
$
|
6,695
|
|
|
$
|
6,301
|
|
|
$
|
5,908
|
|
|
$
|
(418
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding - basic
|
9,395
|
|
|
9,351
|
|
|
9,381
|
|
|
9,344
|
|
||||
Dilutive effect of share-based awards
|
7
|
|
|
8
|
|
|
2
|
|
|
—
|
|
||||
Weighted-average shares outstanding - diluted
|
9,402
|
|
|
9,359
|
|
|
$
|
9,383
|
|
|
$
|
9,344
|
|
||
|
|
|
|
|
|
|
|
||||||||
Basic income (loss) per share
|
$
|
0.71
|
|
|
$
|
0.67
|
|
|
$
|
0.63
|
|
|
$
|
(0.04
|
)
|
Diluted income (loss) per share
|
$
|
0.71
|
|
|
$
|
0.67
|
|
|
$
|
0.63
|
|
|
$
|
(0.04
|
)
|
|
Second Quarter of Fiscal 2020
|
|
% of
Net Sales |
|
Second Quarter of Fiscal 2019
|
|
% of
Net Sales |
||||
|
(In thousands)
|
|
|
|
(In thousands)
|
|
|
||||
Net sales
|
$
|
698,776
|
|
|
100.0%
|
|
$
|
706,448
|
|
|
100.0%
|
Gross profit
|
100,820
|
|
|
14.4%
|
|
94,167
|
|
|
13.3%
|
||
Selling, general, and administrative
|
69,710
|
|
|
10.0%
|
|
70,150
|
|
|
9.9%
|
||
Depreciation and amortization
|
7,063
|
|
|
1.0%
|
|
7,503
|
|
|
1.1%
|
||
Gains from sales of property
|
—
|
|
|
0.0%
|
|
(9,760
|
)
|
|
(1.4)%
|
||
Other operating expenses
|
1,962
|
|
|
0.3%
|
|
3,951
|
|
|
0.6%
|
||
Operating income
|
22,085
|
|
|
3.2%
|
|
22,323
|
|
|
3.2%
|
||
Interest expense, net
|
11,535
|
|
|
1.7%
|
|
13,717
|
|
|
1.9%
|
||
Other expense (income), net
|
417
|
|
|
0.1%
|
|
(45
|
)
|
|
0.0%
|
||
Income before provision for income taxes
|
10,133
|
|
|
1.5%
|
|
8,651
|
|
|
1.2%
|
||
Provision for income taxes
|
3,438
|
|
|
0.5%
|
|
2,350
|
|
|
0.3%
|
||
Net income
|
$
|
6,695
|
|
|
1.0%
|
|
$
|
6,301
|
|
|
0.9%
|
|
First Six Months of Fiscal 2020
|
|
% of
Net
Sales
|
|
First Six Months of 2019
|
|
% of
Net
Sales
|
||||
|
(In thousands)
|
|
|
|
(In thousands)
|
|
|
||||
Net sales
|
$
|
1,360,846
|
|
|
100.0%
|
|
$
|
1,345,149
|
|
|
100.0%
|
Gross profit
|
194,029
|
|
|
14.3%
|
|
180,212
|
|
|
13.4%
|
||
Selling, general, and administrative
|
143,314
|
|
|
10.5%
|
|
139,235
|
|
|
10.4%
|
||
Depreciation and amortization
|
14,698
|
|
|
1.1%
|
|
14,831
|
|
|
1.1%
|
||
Gains from sales of property
|
(525
|
)
|
|
0.0%
|
|
(9,760
|
)
|
|
(0.7)%
|
||
Other operating expenses
|
6,127
|
|
|
0.5%
|
|
9,276
|
|
|
0.7%
|
||
Operating income
|
30,415
|
|
|
2.2%
|
|
26,630
|
|
|
2.0%
|
||
Interest expense, net
|
25,915
|
|
|
1.9%
|
|
27,118
|
|
|
2.0%
|
||
Other expense, net
|
180
|
|
|
0.0%
|
|
105
|
|
|
0.0%
|
||
Income (loss) before benefit from income taxes
|
4,320
|
|
|
0.3%
|
|
(593
|
)
|
|
0.0%
|
||
Benefit from income taxes
|
(1,588
|
)
|
|
(0.1)%
|
|
(175
|
)
|
|
0.0%
|
||
Net income (loss)
|
$
|
5,908
|
|
|
0.4%
|
|
$
|
(418
|
)
|
|
0.0%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 27, 2020
|
|
June 29, 2019
|
|
June 27, 2020
|
|
June 29, 2019
|
||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||
Structural products
|
$
|
249,571
|
|
|
$
|
224,528
|
|
|
$
|
490,349
|
|
|
$
|
421,314
|
|
Specialty products
|
449,205
|
|
|
481,920
|
|
|
870,497
|
|
|
923,835
|
|
||||
Net sales
|
$
|
698,776
|
|
|
$
|
706,448
|
|
|
$
|
1,360,846
|
|
|
$
|
1,345,149
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 27, 2020
|
|
June 29, 2019
|
|
June 27, 2020
|
|
June 29, 2019
|
||||||||
|
(Dollars in thousands)
|
|
(Dollars in thousands)
|
||||||||||||
Structural products
|
$
|
23,100
|
|
|
$
|
17,388
|
|
|
$
|
47,334
|
|
|
$
|
36,121
|
|
Specialty products
|
77,720
|
|
|
76,779
|
|
|
146,695
|
|
|
144,091
|
|
||||
Gross profit
|
$
|
100,820
|
|
|
$
|
94,167
|
|
|
$
|
194,029
|
|
|
$
|
180,212
|
|
Gross margin percentage by category
|
|
|
|
|
|
|
|
|
|
|
|
||||
Structural products
|
9.3
|
%
|
|
7.7
|
%
|
|
9.7
|
%
|
|
8.6
|
%
|
||||
Specialty products
|
17.3
|
%
|
|
15.9
|
%
|
|
16.9
|
%
|
|
15.6
|
%
|
||||
Total
|
14.4
|
%
|
|
13.3
|
%
|
|
14.3
|
%
|
|
13.4
|
%
|
Selected financial information
|
|||||||||||
|
June 27, 2020
|
|
December 28, 2019
|
|
June 29, 2019
|
||||||
|
(In thousands)
|
||||||||||
Current assets:
|
|
|
|
|
|
||||||
Cash
|
$
|
11,530
|
|
|
$
|
11,643
|
|
|
$
|
12,662
|
|
Receivables, less allowance for doubtful accounts
|
264,642
|
|
|
192,872
|
|
|
262,042
|
|
|||
Inventories, net
|
313,979
|
|
|
345,806
|
|
|
358,652
|
|
|||
|
$
|
590,151
|
|
|
$
|
550,321
|
|
|
$
|
633,356
|
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
|
||||
Accounts payable (2)
|
$
|
158,920
|
|
|
$
|
132,348
|
|
|
$
|
174,860
|
|
|
$
|
158,920
|
|
|
$
|
132,348
|
|
|
$
|
174,860
|
|
|
|
|
|
|
|
||||||
Operating working capital
|
$
|
431,231
|
|
|
$
|
417,973
|
|
|
$
|
458,496
|
|
|
|
|
|
|
|
BlueLinx Holdings Inc.
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date: August 3, 2020
|
By:
|
/s/ Kelly C. Janzen
|
|
|
|
Kelly C. Janzen
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
(1)
|
I have reviewed this quarterly report on Form 10-Q of BlueLinx Holdings Inc.;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5)
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(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.
|
August 3, 2020
|
/s/ Mitchell B. Lewis
|
|
Mitchell B. Lewis
|
|
President and Chief Executive Officer
|
(1)
|
I have reviewed this quarterly report on Form 10-Q of BlueLinx Holdings Inc.;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5)
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(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.
|
August 3, 2020
|
/s/ Kelly C. Janzen
|
|
Kelly C. Janzen
|
|
Senior Vice President and Chief Financial 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.
|
August 3, 2020
|
/s/ Mitchell B. Lewis
|
|
Mitchell B. Lewis
|
|
President and 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.
|
August 3, 2020
|
/s/ Kelly C. Janzen
|
|
Kelly C. Janzen
|
|
Senior Vice President and Chief Financial Officer
|