BlueLinx Holdings Inc. (Form: 10-Q, Received: 08/03/2021 16:36:19)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 3, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-32383


			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)

(770) 953-7000

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically (Section 232.405 of this chapter) every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☐

Accelerated Filer

☑

Non-accelerated Filer

☐

Smaller Reporting Company

☑

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of July 30, 2021, there were 9,723,697 shares of BlueLinx Holdings Inc. common stock, par value $0.01, outstanding.

BLUELINX HOLDINGS INC.

Form 10-Q

For the Quarterly Period Ended July 3, 2021

INDEX


			PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements — BlueLinx Holdings Inc. (Unaudited)			1
Condensed Consolidated Statements of Operations and Comprehensive Income			1
Condensed Consolidated Balance Sheets			2
Condensed Consolidated Statements of Stockholders' Equity (Deficit)			3
Condensed Consolidated Statements of Cash Flows			5
Notes to Condensed Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			18
Item 3. Quantitative and Qualitative Disclosures About Market Risk			29
Item 4. Controls and Procedures			29

PART II. OTHER INFORMATION
Item 1. Legal Proceedings			30
Item 1A. Risk Factors			30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			31
Item 3. Defaults Upon Senior Securities			31
Item 4. Mine Safety Disclosures			31
Item 5. Other Information			31
Item 6. Exhibits			32

Signature			33

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BLUELINX HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME

(In thousands, except per share data)

(Unaudited)


	Three Months Ended				Six Months Ended
	July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
Net sales	$	1,307,913	$	698,776	$	2,333,382	$	1,360,846
Cost of sales	1,056,741		597,956		1,901,818		1,166,817
Gross profit	251,172		100,820		431,564		194,029
Operating expenses (income):
Selling, general, and administrative	87,010		70,694		162,569		145,281
Depreciation and amortization	7,080		7,063		14,545		14,698
Amortization of deferred gains on real estate	(984)		(984)		(1,967)		(1,967)
Gains from sales of property	—		—		(1,287)		(525)
Other operating expenses	871		1,962		983		6,127
Total operating expenses	93,977		78,735		174,843		163,614
Operating income	157,195		22,085		256,721		30,415
Non-operating expenses (income):
Interest expense, net	9,143		11,535		25,377		25,915
Other expense (income), net	(314)		417		(628)		180
Income before provision for (benefit from) income taxes	148,366		10,133		231,972		4,320
Provision for (benefit from) income taxes	34,908		3,438		56,654		(1,588)
Net income	$	113,458	$	6,695	$	175,318	$	5,908

Basic income per share	$	11.88	$	0.71	$	18.44	$	0.63
Diluted income per share	$	11.61	$	0.71	$	18.15	$	0.63

Comprehensive income:
Net income	$	113,458	$	6,695	$	175,318	$	5,908
Other comprehensive income:
Amortization of unrecognized pension gain, net of tax	246		114		485		310
Other	6		19		17		3
Total other comprehensive income	252		133		502		313
Comprehensive income	$	113,710	$	6,828	$	175,820	$	6,221

See accompanying Notes.

BLUELINX HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)


	July 3, 2021		January 2, 2021
ASSETS
Current assets:
Cash	$	179	$	82
Receivables, less allowances of $5,140 and $4,123, respectively	437,217		293,643
Inventories, net	425,714		342,108
Other current assets	36,280		32,581
Total current assets	899,390		668,414
Property and equipment, at cost	307,728		299,935
Accumulated depreciation	(127,252)		(121,223)
Property and equipment, net	180,476		178,712
Operating lease right-of-use assets	49,478		51,142
Goodwill	47,772		47,772
Intangible assets, net	15,830		18,889
Deferred tax assets	68,743		62,899
Other non-current assets	19,093		20,302
Total assets	$	1,280,782	$	1,048,130
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	227,100	$	165,163
Accrued compensation	16,267		24,751
Taxes payable	17,941		7,847
Current maturities of long-term debt, net of debt issuance costs of $0 and $74, respectively	—		1,171
Finance lease liabilities - short-term	6,379		5,675
Operating lease liabilities - short-term	4,936		6,076
Real estate deferred gains - short-term	4,040		4,040
Other current liabilities	13,035		14,309
Total current liabilities	289,698		229,032
Non-current liabilities:
Long-term debt, net of debt issuance costs of $2,184 and $8,936, respectively	318,226		321,270
Finance lease liabilities - long-term	272,817		267,443
Operating lease liabilities - long-term	44,897		44,965
Real estate deferred gains - long-term	76,108		78,009
Pension benefit obligation	20,878		22,684
Other non-current liabilities	24,976		25,635
Total liabilities	1,047,600		989,038
Commitments and Contingencies
STOCKHOLDERS’ EQUITY:
Common Stock, $0.01 par value, 20,000,000 shares authorized, 9,709,613 and 9,462,774 outstanding on July 3, 2021 and January 2, 2021, respectively	97		95
Additional paid-in capital	264,963		266,695
Accumulated other comprehensive loss	(35,490)		(35,992)
Accumulated stockholders’ equity (deficit)	3,612		(171,706)
Total stockholders’ equity	233,182		59,092
Total liabilities and stockholders’ equity	$	1,280,782	$	1,048,130

See accompanying Notes.

BLUELINX HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands)

(Unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Equity (Deficit)		Stockholders’ Equity Total
	Shares	Amount
Balance, January 2, 2021	9,463	$	95	$	266,695	$	(35,992)	$	(171,706)	$	59,092
Net income	—	—		—		—		61,860		61,860
Foreign currency translation, net of tax	—	—		—		(6)		—		(6)
Impact of pension plan, net of tax	—	—		—		239		—		239
Vesting of restricted stock units	8	—		—		—		—		—
Compensation related to share-based grants	—	—		1,410		—		—		1,410
Repurchase of shares to satisfy employee tax withholdings	(3)	—		(99)		—		—		(99)
Other	—	—		—		17		—		17
Balance, April 3, 2021	9,468	95		268,006		(35,742)		(109,846)		122,513
Net income	—	—		—		—		113,458		113,458
Foreign currency translation, net of tax	—	—		—		6		—		6
Impact of pension plan, net of tax	—	—		—		246		—		246
Vesting of restricted stock units	355	2		—		—		—		2
Compensation related to share-based grants	—	—		1,992		—		—		1,992
Repurchase of shares to satisfy employee tax withholdings	(113)	—		(5,033)		—		—		(5,033)
Other	—	—		(2)		—		—		(2)
Balance, July 3, 2021	9,710	$	97	$	264,963	$	(35,490)	$	3,612	$	233,182

See accompanying Notes.

BLUELINX HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands)

(Unaudited)


	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
Impact of 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
Impact of 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)

See accompanying Notes.

BLUELINX HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended
	July 3, 2021		June 27, 2020
Cash flows from operating activities:
Net income	$	175,318	$	5,908
Adjustments to reconcile net income to cash provided by operations:
Provision for (benefit from) income taxes	56,654		(1,588)
Depreciation and amortization	14,545		14,698
Amortization of debt issuance costs	1,032		1,903
Adjustments to debt issuance costs associated with term loan	5,791		—
Gains from sales of property	(1,287)		(525)
Amortization of deferred gains from real estate	(1,967)		(1,967)
Share-based compensation	3,402		1,858
Changes in operating assets and liabilities:
Accounts receivable	(143,574)		(71,770)
Inventories	(83,606)		31,827
Accounts payable	61,937		26,572
Prepaid and other current assets	(4,509)		(3,200)
Other assets and liabilities	(61,135)		9,185
Net cash provided by operating activities	22,601		12,901

Cash flows from investing activities:
Proceeds from sale of assets	2,100		102
Property and equipment investments	(2,900)		(1,752)
Net cash used in investing activities	(800)		(1,650)

Cash flows from financing activities:
Borrowings on revolving credit facilities	638,183		350,236
Repayments on revolving credit facilities	(606,019)		(354,509)
Repayments on term loan	(43,204)		(77,852)
Proceeds from real estate financing transactions	—		78,263
Debt financing costs	(861)		(2,665)
Repurchase of shares to satisfy employee tax withholdings	(5,132)		(254)
Principal payments on finance lease liabilities	(4,671)		(4,583)
Net cash used in financing activities	(21,704)		(11,364)

Net change in cash	97		(113)
Cash at beginning of period	82		11,643
Cash at end of period	$	179	$	11,530

Supplemental Cash Flow Information
Net income tax payment (refunds) during the period	$	52,615	$	(223)
Interest paid during the period	$	18,744	$	24,416

See accompanying Notes.

BLUELINX HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 3, 2021

(Unaudited)

1. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim Condensed Consolidated Financial Statements include the accounts of BlueLinx Holdings Inc. and its wholly owned subsidiaries (the “Company”). We derived the condensed consolidated balance sheet at July 3, 2021, from the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2021 (the “Fiscal 2020 Form 10-K”), as filed with the Securities and Exchange Commission on March 3, 2021. In the opinion of our management, the condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of our statements of operations and comprehensive income for the three- and six-months ended July 3, 2021, and June 27, 2020, our balance sheets at July 3, 2021, and January 2, 2021, our statements of stockholders’ equity (deficit) for the six months ended July 3, 2021, and June 27, 2020, and our statements of cash flows for the six months ended July 3, 2021, and June 27, 2020.

We have condensed or omitted certain notes and other information from the interim condensed consolidated financial statements presented in this report. Therefore, these condensed consolidated interim financial statements should be read in conjunction with the Fiscal 2020 Form 10-K. In addition, certain prior period amounts have been reclassified to conform to the current period's presentation. These reclassifications did not impact operating income or consolidated net income. The results for the three- and six-months ended July 3, 2021 are not necessarily indicative of results that may be expected for the full year ending January 1, 2022, or any other interim period.

We operate on a 5-4-4 fiscal calendar. Our fiscal year ends on the Saturday closest to December 31 of that fiscal year and may comprise 53 weeks in certain years. Our 2021 fiscal year contains 52 weeks and ends on January 1, 2022. Fiscal 2020 contained 53 weeks and ended on January 2, 2021.

Our financial statements are prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which requires us to make estimates based on assumptions about current and, for some estimates, future economic and market conditions, which affect reported amounts and related disclosures in our financial statements. Although our current estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from our expectations, which could materially affect our results of operations and financial position. Some of our estimates may be affected by the ongoing novel coronavirus (“COVID-19”) pandemic. The severity, magnitude, and duration, as well as the economic consequences of the COVID-19 pandemic, are uncertain, rapidly changing, and difficult to predict. As a result, our accounting estimates and assumptions may change over time in response to the continuing COVID-19 pandemic.

On April 13, 2018, we completed the acquisition of Cedar Creek Holdings, Inc. (“Cedar Creek”). Results for Cedar Creek are included in the consolidated financial information presented herein.

Reclassification of Prior Period Presentation

We have reclassified certain costs within the Condensed Consolidated Statements of Operations and Comprehensive Income for the three- and six-months ended June 27, 2020, from selling, general and administrative to amortization of deferred gains on real estate. These amounts relate to the amortization of deferred gains from real estate transactions in 2017 and 2018. Refer to Note 9, Leases. Additionally, we reclassified amounts in other comprehensive income from foreign currency translation, net of tax, to other, for the six-months ended July 3, 2021, and three- and six-months ended June 27, 2020.

We have reclassified certain payables within the Condensed Consolidated Balance Sheets for the year ended January 2, 2021, from other current liabilities to taxes payable. These payables relate to amounts due to various tax authorities.

Recently Adopted Accounting Standards

Income Taxes. In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “Income taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Accounting Standards

Codification (“ASC”) 740 and also clarifies and amends existing guidance to improve consistent application. The amendments in this standard are effective for interim periods and fiscal years beginning after December 15, 2020. Early adoption is permitted. We adopted this standard for the first fiscal quarter of 2021. The adoption of this standard did not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

Defined Benefit Pension Plan. In August 2018, the FASB issued ASU No. 2018-14, “Compensation-Retirement-Benefits-Defined Benefit Plans-General (Subtopic 715-20).” The amendments in this update modify the disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans by removing six previously required disclosures and adding two. The ASU also removes the disclosure requirements for the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost, and the benefit obligation for postretirement healthcare benefits. We adopted this standard effective for fiscal year 2020. The adoption of this standard did not have a material impact on the Company's consolidated financial position, results of operations, or cash flows.

Fair Value Measurement. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value (“FV”) Measurement (Topic 820).” In addition to making certain modifications, the standard removed the requirements to disclose: (i) the amount of and reasons for transfers between Level 1 and Level 2 of the FV hierarchy; (ii) the policy for timing transfers between levels; and (iii) the valuation process for Level 3 FV measurements. The standard requires public entities to disclose: (a) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 FV measurements held at the end of the reporting period; and (b) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 FV measurements. The additional disclosure requirements are applied prospectively for the most recent interim or annual period presented in the fiscal year of adoption. All other amendments are applied retrospectively to all periods presented. We adopted this standard effective December 29, 2019, the first day of our 2020 fiscal year. The adoption of this standard did not have a material impact on the Company's consolidated financial position, results of operations, or cash flows.

Accounting Standards Effective in Future Periods

Credit Impairment Losses. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326).” This ASU sets forth a current expected credit loss (“CECL”) model which requires the measurement of all expected credit losses for financial instruments or other assets (e.g., trade receivables), held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model, is applicable to the measurement of credit losses on financial assets measured at amortized cost, and applies to some off-balance sheet credit exposures. The standard also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity's portfolio. ASU 2019-10 extended the effective date of ASU 2016-13 to interim and annual periods beginning after December 15, 2022, for certain public business entities, including smaller reporting companies. We have not completed our assessment of the standard, but we do not expect the adoption to have a material impact on the Company's consolidated financial position, results of operations, or cash flows.

2. Inventories

Our inventories consist almost entirely of finished goods inventory, with an immaterial amount of work-in-process inventory. The cost of all inventories is determined by the moving average cost method. We have included all material charges directly incurred in bringing inventory to its existing condition and location. We evaluate our inventory value at the end of each quarter to ensure that inventory, when viewed by category, is carried at the lower of cost and net realizable value, which also considers items that may be considered damaged, excess, and obsolete inventory. For the three- and six-month periods ended July 3, 2021, we recorded a lower of cost or net realizable value reserve of $16.7 million resulting from the decrease in value of our structural lumber inventory related to the decline in wood-based commodity prices during the second quarter of 2021.

3. Goodwill and Other Intangible Assets

In connection with the acquisition of Cedar Creek, we acquired certain intangible assets. As of July 3, 2021, our intangible assets consist of goodwill and other intangible assets including customer relationships, noncompete agreements, and trade names.

Goodwill

Goodwill is the excess of the cost of an acquired entity over the fair value of tangible and intangible assets (including customer relationships, noncompete agreements, and trade names) acquired, and liabilities assumed, under acquisition accounting for business combinations. As of July 3, 2021, goodwill was $47.8 million.

Goodwill is not subject to amortization but must be tested for impairment at least annually. This test requires us to assign goodwill to a reporting unit and to determine if the fair value of the reporting unit’s goodwill is less than its carrying amount. We evaluate goodwill for impairment during the fourth quarter of each fiscal year. In addition, we will evaluate the carrying value for impairment between annual impairment tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. Such events and indicators may include, without limitation, significant declines in the industries in which our products are used, significant changes in capital market conditions, and significant changes in our market capitalization. No such indicators were present during the second quarter of fiscal 2021. Our one reporting unit has a fair value that exceeds its carrying value as of July 3, 2021.

Definite-Lived Intangible Assets

On July 3, 2021, the gross carrying amounts, accumulated amortization, and net carrying amounts of our definite-lived intangible assets were as follows:


Intangible Asset	Weighted Average Remaining Useful Lives	Gross Carrying Amounts		Accumulated Amortization (1)		Net Carrying Amounts
	(Years)	(In thousands)
Customer relationships	9	$	25,500	$	(11,297)	$	14,203
Noncompete agreements	1	8,254		(6,627)		1,627
Trade names	< 1	6,826		(6,826)		—
Total		$	40,580	$	(24,750)	$	15,830

(1) Intangible assets, except customer relationships, are amortized on a straight-line basis. Customer relationships are amortized on a double declining balance method.

During the second quarter of 2021, our trade names intangible asset became fully amortized.

Amortization Expense

Amortization expense for our definite-lived intangible assets was $1.2 million and $3.1 million for the three- and six-month periods ended July 3, 2021, respectively. For the three- and six-month periods ended June 27, 2020, amortization expense was $1.8 million and $3.8 million, respectively.

Estimated amortization expense for definite-lived intangible assets for the remaining portion of 2021 and the next five fiscal years is as follows:


Fiscal year	Estimated Amortization
	(In thousands)
2021	$	2,261
2022	2,763
2023	1,807
2024	1,505
2025	1,423
2026	1,423

4. Revenue Recognition

We recognize revenue when the following criteria are met: (1) Contract with the customer has been identified; (2) Performance obligations in the contract have been identified; (3) Transaction price has been determined; (4) Transaction price has been allocated to the performance obligations; and (5) When (or as) performance obligations are satisfied.

Contracts with our customers are generally in the form of standard terms and conditions of sale. From time to time, we may enter into specific contracts, which may affect delivery terms. Performance obligations in our contracts generally consist solely of delivery of goods. For all sales channel types, consisting of warehouse, direct, and reload sales, we typically satisfy our performance obligations upon shipment. Our customer payment terms are typical for our industry, and may vary by the type and location of our customer and the products or services offered. The term between invoicing and when payment is due is not deemed to be significant by us. For certain sales channels and/or products, our standard terms of payment may be as early as ten days.

In addition, we provide inventory to certain customers through pre-arranged agreements on a consignment basis. Customer consigned inventory is maintained and stored by certain customers; however, ownership and risk of loss remain with us.

All revenues recognized are net of trade allowances (i.e., rebates), cash discounts, and sales returns. Cash discounts and sales returns are estimated using historical experience. Trade allowances are based on the estimated obligations and historical experience. Adjustments to earnings resulting from revisions to estimates on discounts and returns have been insignificant for each of the reported periods. Certain customers may receive cash-based incentives or credits, which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and reduce revenues recognized. We believe that there will not be significant changes to our estimates of variable consideration.

The following table presents our revenues disaggregated by revenue source. Certain prior year amounts have been reclassified to conform to the current year product mix of structural and specialty products. Sales and usage-based taxes are excluded from revenues.


	Three Months Ended				Six Months Ended
Product type	July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
	(In thousands)				(In thousands)
Structural products	$	632,724	$	249,542	$	1,095,571	$	490,310
Specialty products	675,189		449,234		1,237,811		870,536
Total net sales	$	1,307,913	$	698,776	$	2,333,382	$	1,360,846

The following table presents our revenues disaggregated by sales channel. Warehouse sales are delivered from our warehouses. Reload sales are similar to warehouse sales but are shipped from third-party warehouses where we store owned products to enhance our operating efficiencies. This channel is employed primarily to service strategic customers that would be less economical to service from our warehouses, and to distribute large volumes of imported products from port facilities. Direct sales are shipped from the manufacturer to the customer without our taking physical possession of the inventory and, as a result, typically generate lower margins than our warehouse and reload distribution channels. This distribution channel requires the lowest amount of committed capital and fixed costs. Following the acquisition and integration of Cedar Creek, our reload sales were less distinct from warehouse sales, as they have been classified in prior periods. Sales and usage-based taxes are excluded from revenues.


	Three Months Ended				Six Months Ended
Sales channel	July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
	(In thousands)				(In thousands)
Warehouse and reload	$	1,062,149	$	601,279	$	1,911,569	$	1,163,472
Direct	265,280		107,848		456,409		217,129
Customer discounts and rebates	(19,516)		(10,351)		(34,596)		(19,755)
Total net sales	$	1,307,913	$	698,776	$	2,333,382	$	1,360,846

5. Assets Held for Sale

As of July 3, 2021, and January 2, 2021, the net book value of total assets held for sale was $0.9 million and $1.3 million, respectively, and was included in “Other current assets” in our Condensed Consolidated Balance Sheets. Only one of our non-operating properties was designated as “held for sale” as of July 3, 2021. This property is a former distribution facility located in Houston, Texas. We vacated this property and designated it as held for sale during fiscal 2020. We continue to actively market this property, and we plan to sell this property within the next 12 months.

6. Long-Term Debt

As of July 3, 2021, and January 2, 2021, long-term debt consisted of the following:


Debt categories	July 3, 2021		January 2, 2021
	(In thousands)
Revolving Credit Facility (1)	$	320,410	$	288,247
Term Loan Facility (2)	—		43,204
Finance lease obligations (3)	279,196		273,118
	599,606		604,569
Unamortized debt issuance costs	(2,184)		(9,010)
	597,422		595,559
Less: current maturities of long-term debt	6,379		6,846
Long-term debt, net of current maturities	$	591,043	$	588,713

(1) The average effective interest rate was 2.5 percent and 2.8 percent for the quarters ended July 3, 2021 and January 2, 2021, respectively.

(2) The average interest rate, exclusive of fees and prepayment premiums, was 8.0 percent for the quarter ended January 2, 2021.

(3) Refer to Note 9, Leases, for interest rates associated with finance lease obligations.

Revolving Credit Facility

We have a revolving credit facility that we entered into in April 2018 with Wells Fargo Bank, National Association, as administrative agent (“the Agent”), and certain other financial institutions party thereto (the “Revolving Credit Facility”), with a maturity date of October 10, 2022. The Revolving Credit facility includes a committed senior secured asset-based revolving loan and letter of credit facility of up to $600 million, and an uncommitted accordion feature that permits us to increase the facility by an aggregate additional principal amount of up to $150 million. Our obligations under the Revolving Credit Facility are secured by a security interest in substantially all of our assets other than real property.

Loans under the Revolving Credit Facility bear interest at a rate per annum equal to (i) LIBOR plus a margin ranging from 1.75 percent to 2.25 percent, with the amount of such margin determined based upon the average of our excess availability for the immediately preceding fiscal quarter as calculated by the administrative agent, for loans based on LIBOR, or (ii) the administrative agent’s base rate plus a margin ranging from 0.75 percent to 1.25 percent, with the amount of such margin determined based upon the average of our excess availability for the immediately preceding fiscal quarter as calculated by the administrative agent, for loans based on the base rate.

As of July 3, 2021, we had outstanding borrowings of $320.4 million and excess availability of $276.2 million under our Revolving Credit Facility. As of January 2, 2021, we had outstanding borrowings of $288.2 million and excess availability of $184.3 million under our Revolving Credit Facility. Our average effective interest rate under the facility was 2.5 percent and 2.8 percent for the quarters ended July 3, 2021 and January 2, 2021, respectively. For the quarter ended June 27, 2020, our average effective interest rate under the Revolving Credit Facility was 3.1 percent.

The Revolving Credit Facility contains certain financial and other covenants, and our right to borrow under the Revolving Credit Facility is conditioned upon, among other things, our compliance with these covenants. We were in compliance with all covenants under the Revolving Credit Facility as of July 3, 2021.

On August 2, 2021, we entered into a Second Amendment (“the Amendment”) to the Revolving Credit Facility. The Amendment amends the Revolving Credit Facility to, among other things, (i) extend the maturity date of the facility from October 10, 2022, to August 2, 2026, (ii) reduce the interest rate on borrowings under the facility, (iii) amend the borrowing base to include a certain portion of the assets of acquired companies prior to the conduct of a field exam or appraisals thereof by

Wells Fargo, (iv) modify certain definitions and various affirmative and negative covenants to provide additional flexibility for the Company, and (v) add customary LIBOR replacement language. For more information on the Amendment, refer to Note 14, Subsequent Event.

Term Loan Facility

We previously had a term loan facility that we entered into in April 2018 with HPS Investments Partners, LLC, as administrative and collateral agent, and certain other financial institutions party thereto (the “Term Loan Facility”), with a maturity date of October 13, 2023. The Term Loan Facility provided for a senior secured first lien loan facility in an initial aggregate principal amount of $180 million and was secured by a security interest in substantially all of our assets.

As of January 2, 2021, we had outstanding borrowings of $43.2 million under the Term Loan Facility. On April 2, 2021, we repaid the remaining outstanding principal balance of the Term Loan Facility, and, as a result, as of July 3, 2021, we had no outstanding borrowings under the Term Loan Facility, which has been extinguished. In connection with our repayment of the outstanding principal balance in full on April 2, 2021, we expensed $5.8 million of debt issuance costs during the first quarter of 2021 that we had been amortizing in connection with our former Term Loan Facility. These costs are included within interest expense, net, on the Condensed Consolidated Statements of Operations and reported separately as an adjustment to net income in our Condensed Consolidated Statements of Cash Flows. Our average interest rate under the facility, exclusive of fees and prepayment premiums, was approximately 8.0 percent for the quarter ended January 2, 2021.

Finance Lease Obligations

Our finance lease liabilities consist of leases related to equipment and vehicles, and real estate, with the majority of those finance leases related to real estate. For more information on our finance lease obligations, refer to Note 9, Leases.

7. Net Periodic Pension Benefit

The following table shows the components of our net periodic pension benefit:


	Three Months Ended				Six Months Ended
Pension-related items	July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
	(In thousands)				(In thousands)
Service cost (1)	$	—	$	—	$	—	$	—
Interest cost on projected benefit obligation	505		723		1,010		1,446
Expected return on plan assets	(1,140)		(1,210)		(2,280)		(2,420)
Amortization of unrecognized gain	321		263		642		526
Net periodic pension benefit	$	(314)	$	(224)	$	(628)	$	(448)

(1) Service cost is not a part of our net periodic pension benefit as our pension plan is frozen for all participants.

The net periodic pension benefit is included in other expense (income), net, in our Condensed Consolidated Statement of Operations and Comprehensive Income.

8. Stock Compensation

During the three- and six-month periods ended July 3, 2021, we incurred stock compensation expense of $2.0 million and $3.4 million, respectively. For the three- and six-month periods ended June 27, 2020, we incurred stock compensation expense of $0.9 million and $1.9 million. The increase in our stock compensation expense for the three- and six-month periods are attributable to having more outstanding equity-based awards during this period than in the prior year and the vesting of awards in connection with the departure of certain employees.

9. Leases

We have operating and finance leases for certain of our distribution facilities, office space, land, mobile fleet, and equipment. Many of our leases are non-cancelable and typically have a defined initial lease term, and some provide options to renew at our election for specified periods of time. The majority of our leases have remaining lease terms of 1 year to 15 years, some of which include one or more options to extend the leases for 5 years. Our leases generally provide for fixed annual rentals. Certain of our leases include provisions for escalating rent based on, among other things, contractually defined increases and/or

changes in the Consumer Price Index (“CPI”). The known changes to lease payments are included in the lease liability at lease commencement. Unknown changes related to CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred. In addition, a subset of our vehicle lease cost is considered variable. Some of our leases require us to pay taxes, insurance, and maintenance expenses associated with the leased assets. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

We determine if an arrangement is a lease at inception and assess lease classification as either operating or finance at lease inception or modification. Operating lease right-of use (“ROU”) assets and liabilities are presented separately on the condensed consolidated balance sheets. Finance lease ROU assets are included in property and equipment and the finance lease obligations are presented separately in the condensed consolidated balance sheet. When a lease does not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. We have also made the accounting policy election to not separate lease components from non-lease components related to our mobile fleet asset class.

Finance Lease Liabilities

Our finance lease liabilities consist of leases related to equipment and vehicles, and real estate. As noted in the table below, a majority of our finance leases, formally known as capital leases, relate to real estate.

During 2017 and 2018, we entered into real estate financing transactions on warehouse facilities in Tampa, FL; Ft. Worth, TX; Bellingham, PA; Frederick, MD; Lawrenceville, GA; and Raleigh, NC. These transactions were completed pursuant to sale-leaseback arrangements, and upon their completion, we entered into long-term leases on the properties for initial terms of 15 years with multiple 5-year renewal options, with one having a single 10-year renewal option. We accounted for these transactions in accordance with the FASB’s Accounting Standards Codification (“ASC”) Topic 840, which was the lease accounting standard in effect at the inception of these arrangements. We have recorded these transactions as finance lease liabilities on our balance sheet. As of July 3, 2021, and January 2, 2021, total unrecognized deferred gains related to these transactions were $80.1 million and $82.0 million, respectively.

During 2019, we entered into real estate financing transactions on two warehouse facilities. On May 19, 2019, we completed a real estate financing transaction on a warehouse facility in University Park, IL for net proceeds of $21.8 million. On June 20, 2019, we completed a real estate financing transaction on a warehouse facility in Yulee, FL for net proceeds of $13.3 million. These two transactions were completed pursuant to sale-leaseback arrangements, and upon their completion, we entered into long-term leases on the properties for initial terms of 15 years with multiple 5-year renewal options. Gross proceeds of these transactions were $45.0 million.

During fiscal 2020, we completed several real estate financing transactions. On December 31, 2019, we completed real estate financing transactions on warehouse facilities in Madison, TN; Kansas City, MO; Richmond, VA; and Bridgeton, MO for aggregate net proceeds of $27.2 million. On January 31, 2020, we completed real estate financing transactions on warehouse facilities in Charlotte, NC; Memphis, TN; Independence, KY; San Antonio, TX; Portland, ME; Denville, NJ; Yaphank, NY; Pensacola, FL; and Tallmadge, OH for aggregate net proceeds of $34.1 million. On February 28, 2020, we completed a real estate financing transaction on a warehouse facility in Elkhart, IN for net proceeds of $7.5 million. These transactions were completed pursuant to sale-leaseback arrangements, and upon their completion, we entered into long-term leases on the properties for initial terms from 15 years to 18 years with multiple 5-year renewal options. Gross proceeds of these transactions were $78.3 million.

We determined that the transactions in fiscal 2019 and 2020 did not qualify as sales in accordance with ASC 842. Therefore, for accounting purposes, the transactions were not accounted for as sale-leaseback transactions, and no gain or loss was recorded. We determined that these leases qualified for finance lease treatment and recorded them accordingly. The net book value of the assets related to these transactions remains on our books as property and equipment and we continue to depreciate the assets over their remaining useful lives.

During the first and second quarters of 2021, we recorded finance leases of $10.2 million and $0.3 million, respectively, related to new tractors put into service as part of our mobile fleet. These leases were entered into for a period of four years each.

Additionally, during the second quarter of 2021, we recorded operating leases totaling $5.0 million related to warehouse facilities in Milwaukee, WI, and Statesville, NC. Each lease was entered into for an initial period of ten years, and has two five-year renewal options.

The following table presents our assets and liabilities related to our leases as of July 3, 2021 and January 2, 2021:


Lease assets and liabilities		July 3, 2021		January 2, 2021
		(In thousands)
Assets	Classification
Operating lease right-of-use assets	Operating lease right-of-use assets	$	49,478	$	51,142
Finance lease right-of-use assets (1)	Property and equipment, net	152,510		148,561
Total lease right-of-use assets		$	201,988	$	199,703

Liabilities
Current portion
Operating lease liabilities	Operating lease liabilities - short term	$	4,936	$	6,076
Finance lease liabilities	Finance lease liabilities - short term	6,379		5,675
Non-current portion
Operating lease liabilities	Operating lease liabilities - long term	44,897		44,965
Finance lease liabilities	Finance lease liabilities - long term	272,817		267,443
Total lease liabilities		$	329,029	$	324,159

(1) Finance lease right-of-use assets are presented net of accumulated amortization of $66.8 million and $58.6 million as of July 3, 2021 and January 2, 2021, respectively.

The components of lease expense were as follows:


	Three Months Ended				Six Months Ended
Components of lease expense	July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
	(In thousands)				(In thousands)
Operating lease cost:	$	2,934	$	2,977	$	5,984	$	6,098
Finance lease cost:
Amortization of right-of-use assets	$	4,210	$	3,513	$	8,197	$	6,878
Interest on lease liabilities	6,241		6,557		12,399		12,721
Total finance lease costs	$	10,451	$	10,070	$	20,596	$	19,599

Supplemental cash flow information related to leases was as follows:


	Three Months Ended				Six Months Ended
Cash flow information	July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
	(In thousands)				(In thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	2,807	$	2,860	$	5,372	$	5,663
Operating cash flows from finance leases	6,241		6,557		12,399		12,721
Financing cash flows from finance leases	$	2,542	$	2,403	$	4,671	$	4,583
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	5,106	$	—	$	5,106	$	—
Finance leases	$	338	$	—	$	10,549	$	—

Supplemental balance sheet information related to leases was as follows:


Balance sheet information	July 3, 2021			January 2, 2021
	(In thousands)
Finance leases
Property and equipment	$	219,264		$	207,147
Accumulated depreciation	(66,754)			(58,586)
Property and equipment, net	$	152,510		$	148,561
Weighted Average Remaining Lease Term (in years)
Operating leases	10.94			11.14
Finance leases	16.19			16.08
Weighted Average Discount Rate
Operating leases	8.98		%	9.28		%
Finance leases	9.83		%	9.87		%

The major categories of our finance lease liabilities as of July 3, 2021 and January 2, 2021 are as follows:


Category	July 3, 2021		January 2, 2021
	(In thousands)
Equipment and vehicles	$	36,080	$	29,434
Real estate	243,116		243,684
Total finance leases	$	279,196	$	273,118

As of July 3, 2021, maturities of lease liabilities were as follows:


Fiscal year	Operating leases		Finance leases
	(In thousands)
2021	$	10,429	$	16,744
2022	9,589		32,495
2023	8,349		32,191
2024	7,877		31,575
2025	7,878		27,850
Thereafter	43,766		380,072
Total lease payments	$	87,888	$	520,927
Less: imputed interest	(38,055)		(241,731)
Total	$	49,833	$	279,196

On January 2, 2021, maturities of lease liabilities were as follows:


Fiscal year	Operating leases		Finance leases
	(In thousands)
2021	$	11,215	$	30,159
2022	9,161		29,453
2023	8,400		29,189
2024	7,283		28,649
2025	7,392		28,102
Thereafter	44,092		380,511
Total lease payments	$	87,543	$	526,063
Less: imputed interest	(36,502)		(252,945)
Total	$	51,041	$	273,118

10. Commitments and Contingencies

Environmental and Legal Matters

From time to time, we are involved in various proceedings incidental to our businesses, and we are subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which we operate. Although the ultimate outcome of these proceedings cannot be determined with certainty, based on presently available information management believes that adequate reserves have been established for probable losses with respect thereto and receivables recorded for expected receipts from settlements. Management further believes that, while the ultimate outcome of one or more of these matters could be material to our operating results in any given quarter, it will not have a materially adverse effect on our consolidated financial condition, our results of operations, or our cash flows.

Collective Bargaining Agreements

As of July 3, 2021, we employed approximately 2,100 employees and less than 1 percent of our employees are employed on a part-time basis. Approximately 23 percent of our employees were represented by various local labor unions with terms and conditions of employment subject to Collective Bargaining Agreements (“CBAs”) negotiated between the Company and local labor unions. Six CBAs covering approximately six percent of our employees are up for renewal in fiscal 2021, with two having been successfully renegotiated earlier this year. We expect to renegotiate the remaining CBAs by the end of the year.

11. Accumulated Other Comprehensive Loss

Comprehensive income includes both net income and other comprehensive income. Other comprehensive income results from items deferred from recognition into our Condensed Consolidated Statements of Operations and Comprehensive Income. Accumulated other comprehensive loss is separately presented on our Condensed Consolidated Balance Sheets as part of stockholders’ equity.

The changes in balances for each component of accumulated other comprehensive loss for the six months ended July 3, 2021, were as follows:


	Foreign currency, net of tax		Defined benefit pension plan, net of tax		Other, net of tax		Total Accumulated Other Comprehensive Loss
	(In thousands)
January 2, 2021, beginning balance, net of tax	$	660	$	(36,855)	$	203	$	(35,992)
Other comprehensive income, net of tax (1)	—		485		17		502
July 3, 2021, ending balance, net of tax	$	660	$	(36,370)	$	220	$	(35,490)

(1) For the six months ended July 3, 2021, the actuarial gain recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income as a component of net periodic pension benefit was $0.7 million, net of tax of $0.2 million. Please see Note 7, Net Periodic Pension Benefit, for further information.

12. Income Taxes

Effective Tax Rate

Our effective tax rate for the three months ended July 3, 2021, and June 27, 2020, was 23.5 percent and 33.9 percent, respectively. Our effective tax rate for the six months ended July 3, 2021, and June 27, 2020, was 24.4 percent and (36.8) percent, respectively.

Our effective tax rate for the three- and six-months ended July 3, 2021 was impacted by the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation, slightly offset by the partial release of the valuation allowance for state net operating loss carryforwards we anticipate being able to utilize based on our taxable income through the end of the second quarter of fiscal 2021, combined with a benefit from the vesting of restricted stock units, which occurred during the period.

Our effective tax rate for the three- and six-months ended June 27, 2020 was primarily impacted by a discrete tax benefit of $3.9 million resulting from the release of the valuation allowance associated with nondeductible interest expense under Section 163(j) of the Internal Revenue Code (“IRC”) as a result of changes allowed under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act that was enacted on March 27, 2020 which raised the allowable percentage of deductible interest from 30 percent to 50 percent of adjusted taxable income. Our effective tax rate for the same periods was further impacted by the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation, and the effect of the partial valuation allowance for separate company state income tax losses, combined with expense related to the vesting of restricted stock units.

Deferred Tax Assets

Quarterly, we assess the carrying value of our deferred tax assets for impairment by evaluating the weight of available evidence at the end of each fiscal quarter. In our evaluation of the weight of available evidence at the end of the current quarter, we considered the recent reported income in the current quarter, as well as the reported income for 2020 and the reported losses for 2019 and 2018, which resulted in a three-year cumulative income situation as positive evidence which carried substantial weight. While this was substantial, it was not the only evidence we evaluated. We also considered evidence related to the four sources of taxable income to determine whether such positive evidence outweighed the negative evidence. The evidence considered included:

•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.

In addition to the positive evidence discussed above, we considered as positive evidence forecasted taxable income, the detail scheduling of timing of the reversal of our deferred tax assets and liabilities, and the evidence from business and tax planning strategies. As of July 3, 2021, in our evaluation of the weight of available evidence, we concluded that our net deferred tax assets were not impaired.

13. Income per Share

We calculate basic income per share by dividing net income by the weighted average number of common shares outstanding. We calculate diluted income per share using the treasury stock method, by dividing net income by the weighted average number of common shares outstanding plus the dilutive effect of outstanding share-based awards, including restricted stock units.

The reconciliation of basic net income and diluted net income per common share for the three- and six-month periods ended July 3, 2021, and June 27, 2020, were as follows:


	Three Months Ended				Six Months Ended
	July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
	(In thousands, except per share data)				(In thousands, except per share data)
Net income	$	113,458	$	6,695	$	175,318	$	5,908

Weighted average shares outstanding - basic	9,549		9,395		9,507		9,381
Dilutive effect of share-based awards	226		7		150		2
Weighted average share outstanding - diluted	9,775		9,402		9,657		9,383

Basic income per share	$	11.88	$	0.71	$	18.44	$	0.63
Diluted income per share	$	11.61	$	0.71	$	18.15	$	0.63

14. Subsequent Event

On August 2, 2021, we amended the Revolving Credit Facility by entering into a Second Amendment (the “Amendment”) to the Amended and Restated Credit Agreement among the Company, certain of the Company’s subsidiaries, as borrowers (together with the Company, the “Borrowers”) or guarantors thereunder, Wells Fargo Bank, National Association, in its capacity as administrative agent (“Agent”), and certain other financial institutions party thereto (as amended, supplemented or modified from time to time, the “Credit Agreement”).

The Amendment amends the Credit Agreement to, among other things, (i) extend the maturity date of the Revolving Credit Facility from October 10, 2022, to August 2, 2026, (ii) amend the Borrowing Base (as such term is defined in the Credit Agreement) to include a certain portion of the assets of acquired companies prior to the conduct of a field exam or appraisals thereof by the Agent, (iii) modify certain definitions and various affirmative and negative covenants in the Credit Agreement to provide additional flexibility for the Company, and (iv) add customary LIBOR replacement language.

In addition, as amended, the Credit Agreement provides for interest on borrowings under the Revolving Credit Facility at a rate per annum equal to (i) LIBOR plus a margin ranging from 1.25 percent to 1.75 percent, with the amount of such margin determined based upon the average of the Borrowers’ excess availability for the immediately preceding fiscal quarter as calculated by the Agent, for loans based on LIBOR, or (ii) the base rate plus a margin ranging from 0.25 percent to 0.75 percent, with the amount of such margin determined based upon the average of the Borrowers’ excess availability for the immediately preceding fiscal quarter as calculated by the Agent, for loans based on the base rate, reflecting a decrease of 0.50 percent to the upper limit of each respective margin tier.

All other material terms of the Credit Agreement, as amended, remain unchanged.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

BlueLinx is a leading U.S. wholesale distributor of residential and commercial building products with both branded and private-label stock keeping units (“SKUs”). With a strong market position, broad geographic coverage footprint servicing 40 states, and the strength of a locally focused sales force, we distribute our comprehensive range of products to over 15,000 national, regional, and local dealers, specialty distributors, national home centers, and manufactured housing customers. BlueLinx is able to provide a wide range of value added services and solutions to our customers and suppliers. We are headquartered in Georgia, with executive offices located at 1950 Spectrum Circle, Marietta, Georgia, and we operate our distribution business through a broad network of distribution centers.

As a “two-step” wholesale distributor of building products, BlueLinx stocks products from leading manufacturers and supplies these products to a broad range of customers, including lumber yards, dealers, home centers, and hardware stores. These customers then serve residential and commercial builders and contractors in their respective geographic areas. BlueLinx plays a critical role in enabling its lumber yard, dealer, and home center customers to offer a broad range of products and brands, as most of BlueLinx’s customers do not have the capability to purchase and warehouse directly from the manufacturers for such a large set of SKUs. Similarly, BlueLinx provides value to its manufacturing partners by enabling access to the fragmented network of lumber yards and dealers that the manufacturers could not adequately serve directly. Our place in this distribution model of building products provides easy access to the marketplace for our suppliers and the value proposition of rapid delivery on an as-needed basis to our customers from our network of warehouse facilities. In addition to its broad portfolio of building products, BlueLinx also offers a wide array of custom cutting and fabrication services for the wood products industry.

We distribute products in two principal categories: specialty products and structural products. Specialty products include primarily engineered wood products, moulding, siding and trim, cedar, metal products (excluding rebar and remesh), and insulation. Specialty products represented between 49 percent and 60 percent of our net sales over the past twelve months. Structural products include primarily plywood, oriented strand board, rebar and remesh, lumber, spruce and other wood products primarily used for structural support in construction projects. Structural products represented between 40 percent and 51 percent of our net sales over the past twelve months.

On April 13, 2018, we completed the acquisition of Cedar Creek Holdings, Inc. (“Cedar Creek”). Cedar Creek was established in 1977 as a wholesale building materials distribution company that distributed wood products across the United States. Its products included specialty lumber, oriented strand board, siding, cedar, spruce, engineered wood products, and other building products. This acquisition allowed us to expand our product offerings, while maintaining our existing geographical footprint.

Recent Developments - Update on Impact of COVID-19 Pandemic

On March 11, 2020, a novel strain of coronavirus (“COVID-19”) was declared a global pandemic by the World Health Organization. In response to the pandemic, governmental authorities around the world implemented numerous measures to combat the virus, such as travel bans and restrictions, quarantines, “shelter-in-place” orders, and business shutdowns. These measures had a significant adverse impact on many sectors of the economy, including distribution services. However, throughout the pandemic, our business was designated as “essential,” and we were able to continue to operate and provide services to our customers and suppliers. In many states in which we operate, many of these restrictions have lapsed or been rescinded, and as vaccines have become widely available in many parts of the United States and other major countries around the world, the impact of the pandemic has subsided to some degree. However, as a result of the rise of the COVID-19 variants in certain parts of the United States, some governmental authorities are considering the re-institution of various restrictive measures.

The extent of the impact of the pandemic on our business and sales for the remaining six months of 2021 will depend on future developments, including, among others, the extent and scope of the rise of existing and additional COVID-19 variants, the success of vaccination efforts, the success of actions taken by governmental authorities to contain these variants and the pandemic and address their impact, the overall duration of the pandemic, the success of local return to work and business reopening plans, and the impact the COVID-19 pandemic has on demand in the markets we service. The trajectory of the pandemic continues to evolve rapidly, and we cannot predict the extent to which our financial condition, results of operations, or cash flows will ultimately be impacted. We are closely monitoring the development and spread of COVID-19 variants, the impact of the pandemic on industry conditions, the progress of local return to office and reopening plans, and any pandemic-related restrictions. We are in the process of implementing return to work plans for our corporate headquarters and warehouse

facilities, and we continue to practice safety and hygiene protocols consistent with the Center for Disease Control and Prevention (“CDC”) and local guidance.

Industry Conditions

Many of the factors that cause our operations to fluctuate have been seasonal or cyclical in nature and we expect that to continue.

Our operating results are affected by commodity markets, primarily in the markets for wood-based commodities that we classify as structural products. Due to supply constraints, lumber and panel commodity index prices started increasing during the third quarter of 2020 and they continued to increase into the second quarter of 2021. Wood-based commodity index prices remained at elevated levels at the beginning of the second quarter as supply constraints continued. Towards the end of the second quarter, lumber commodity pricing decreased as supply increased. However, the increase in supply was limited to lumber inventories and panel commodity prices remained at elevated levels.

Historically, our operating results have also been generally correlated with the level of single-family residential housing starts in the U.S. However, at any time, the demand for new homes is dependent on a variety of factors, including job growth, changes in population and demographics, the availability and cost of mortgage financing, the supply of new and existing homes, and consumer confidence. The COVID-19 pandemic had a significant negative effect on single family housing starts during the first half of 2020. However, housing starts have rebounded since the third quarter of 2020. The U.S. Census Bureau reported that single family housing starts were up 42 percent for the second quarter of 2021 compared to the second quarter of 2020. During the second quarter of 2021, housing starts grew 54 percent in April, 48 percent in May, and 28 percent in June, all compared to the same months in 2020. Additionally, June 2021 data from the National Association of Home Builders/Wells Fargo Housing Market Index shows a positive outlook in builder confidence in the market for newly built single-family homes. Low interest rates, shortages in existing home inventory, and a potential growing trend toward relocating away from populated metropolitan areas to areas with single-family homes may help drive long-term improvement in single-family housing starts.

Factors That Affect Our Operating Results

Our results of operations and financial performance are influenced by a variety of factors, including the following: pricing and product cost variability; volumes of product sold; changes in the prices, supply, and/or demand for products that we distribute; the cyclical nature of the industry in which we operate; housing market conditions; the COVID-19 pandemic and other contagious illness outbreaks and their potential effects on our industry; effective inventory management relative to our sales volume or the prices of the products we produce; information technology security and business interruption risks; increases in petroleum prices; consolidation among competitors, suppliers, and customers; disintermediation risk; loss of products or key suppliers and manufacturers; our dependence on international suppliers and manufacturers for certain products; exposure to product liability and other claims and legal proceedings related to our business and the products we distribute; natural disasters, catastrophes, fire, or other unexpected events; successful implementation of our strategy; wage increases or work stoppages by our union employees; costs imposed by federal, state, local, and other regulations; compliance costs associated with federal, state, and local environmental protection laws; our level of indebtedness and our ability to incur additional debt to fund future needs; the risk that our cash flows and capital resources may be insufficient to service our existing or future indebtedness; the covenants of the instruments governing our indebtedness limiting the discretion of our management in operating our business; the fact that we lease many of our distribution centers, and we would still be obligated under these leases even if we close a leased distribution center; changes in our product mix; shareholder activism; potential acquisitions and the integration and completion of such acquisitions; the possibility that the value of our deferred tax assets could become impaired; changes in our expected annual effective tax rate could be volatile; the costs and liabilities related to our participation in multi-employer pension plans could increase; the possibility that we could be the subject of securities class action litigation due to stock price volatility; and changes in, or interpretation of, accounting principles.

Results of Operations

The following table sets forth our results of operations for the second quarter of fiscal 2021 and fiscal 2020:


	Second Quarter of Fiscal 2021		% of Net Sales	Second Quarter of Fiscal 2020		% of Net Sales
	(In thousands)			(In thousands)
Net sales	$	1,307,913	100.0%	$	698,776	100.0%
Gross profit	251,172		19.2%	100,820		14.4%
Selling, general, and administrative	87,010		6.7%	70,694		10.1%
Depreciation and amortization	7,080		0.5%	7,063		1.0%
Amortization of deferred gains on real estate	(984)		(0.1)%	(984)		(0.1)%
Gains from sales of property	—		—%	—		—%
Other operating expenses	871		0.1%	1,962		0.3%
Operating income	157,195		12.0%	22,085		3.2%
Interest expense, net	9,143		0.7%	11,535		1.7%
Other expense (income), net	(314)		0.0%	417		0.1%
Income before provision for income taxes	148,366		11.3%	10,133		1.5%
Provision for income taxes	34,908		2.7%	3,438		0.5%
Net income	$	113,458	8.7%	$	6,695	1.0%

The following table sets forth our results of operations for the first six-month periods of fiscal 2021 and fiscal 2020:


	First Six Months of Fiscal 2021		% of Net Sales	First Six Months of Fiscal 2020		% of Net Sales
	(In thousands)			(In thousands)
Net sales	$	2,333,382	100.0%	$	1,360,846	100.0%
Gross profit	431,564		18.5%	194,029		14.3%
Selling, general, and administrative	162,569		7.0%	145,281		10.7%
Depreciation and amortization	14,545		0.6%	14,698		1.1%
Amortization of deferred gains on real estate	(1,967)		(0.1)%	(1,967)		(0.1)%
Gains from sales of property	(1,287)		(0.1)%	(525)		0.0%
Other operating expenses	983		0.0%	6,127		0.5%
Operating income	256,721		11.0%	30,415		2.2%
Interest expense, net	25,377		1.1%	25,915		1.9%
Other expense (income), net	(628)		0.0%	180		0.0%
Income before provision for (benefit from) income taxes	231,972		9.9%	4,320		0.3%
Provision for (benefit from) income taxes	56,654		2.4%	(1,588)		(0.1)%
Net income	$	175,318	7.5%	$	5,908	0.4%

The following table sets forth net sales by product category for the three- and six-month periods ending July 3, 2021, and June 27, 2020:


	Three Months Ended						Six Months Ended
	July 3, 2021			June 27, 2020			July 3, 2021			June 27, 2020
Net sales by category	($ in thousands)						($ in thousands)
Structural products	$	632,724		$	249,542		$	1,095,571		$	490,310
Specialty products	675,189			449,234			1,237,811			870,536
Net sales	$	1,307,913		$	698,776		$	2,333,382		$	1,360,846
Percentage of total net sales by category
Structural products	48		%	36		%	47		%	36		%
Specialty products	52		%	64		%	53		%	64		%
Total	100		%	100		%	100		%	100		%

The following table sets forth gross profit and gross margin percentages by product category for the three- and six-month periods of fiscal 2021 and 2020:


	Three Months Ended						Six Months Ended
	July 3, 2021			June 27, 2020			July 3, 2021			June 27, 2020
Gross profit $ by category	($ in thousands)						($ in thousands)
Structural products	$	86,177		$	23,089		$	158,034		$	47,308
Specialty products	164,995			77,731			273,530			146,721
Gross profit	$	251,172		$	100,820		$	431,564		$	194,029
Gross margin percentage by category
Structural products	13.6		%	9.3		%	14.4		%	9.6		%
Specialty products	24.4		%	17.3		%	22.1		%	16.9		%
Total gross margin %	19.2		%	14.4		%	18.5		%	14.3		%

Second Quarter of Fiscal 2021 Compared to Second Quarter of Fiscal 2020

Net sales. For the second quarter of fiscal 2021, net sales increased 87.2 percent, or $609.1 million, compared to the second quarter of fiscal 2020. The sales increase was primarily a result of supply-driven pricing increases in our specialty products category and wood-based commodity price inflation in our structural products category, partially offset by a slight decline in structural sales volume attributable to supply constraints and commodity risk management. In our specialty products categories, sales volumes increased overall versus the prior-year period primarily driven by engineered wood, industrial products, and siding categories, offset by decreases in specialty lumber. Supply disruption continued for many of our specialty product categories which contributed to progressive price increases throughout the second quarter, which when combined with the improvement in sales volumes, resulted in significant net sales growth. In our structural products category, imbalances between supply and demand continued throughout most of the second quarter of fiscal 2021, but started to align toward the end of the second quarter, driving lumber commodity prices down in late May and during the month of June. Panel commodity prices, however, did not experience the same price decreases during the period.

Gross profit and gross margin. For the second quarter of fiscal 2021, gross profit increased 149.1 percent, or $150.4 million, compared to the second quarter of fiscal 2020. Gross margin percentage increased to 19.2 percent, for the second quarter of fiscal 2021, compared to 14.4 percent in the second quarter of fiscal 2020. Gross margin percentage increased due to the overall continued increase in market pricing compared to the same period in the prior year, which is a result of demand continuing to exceed supply. Gross margin percentages for our specialty products increased to 24.4 percent for the second quarter of fiscal 2021, compared to 17.3 percent in the second quarter of fiscal 2020. Specialty gross profit also benefited from increased volume in our engineered wood, industrial products, and siding categories in the second quarter of fiscal 2021.

Gross margin percentages for our structural products increased to 13.6 percent for the second quarter of fiscal 2021, compared to 9.3 percent in the second quarter of fiscal 2020. Our structural gross margin for the second quarter of fiscal 2021 was impacted by a lower of cost or net realizable reserve of $16.7 million resulting from the decline in value of our structural lumber inventory related to the decrease in wood-based commodity prices during the period. This reserve will be included in structural gross profit in the third quarter of fiscal 2021 as the inventory associated with the adjustment is sold to customers.

Selling, general, and administrative expenses. For the second quarter of fiscal 2021, selling, general, and administrative expenses increased 23.1 percent, or $16.3 million, compared to the second quarter of fiscal 2020. The increase in sales, general, and administrative expenses is due to increases in our sales commissions and incentives of approximately $8.4 million, warehouse and delivery costs of approximately $4.9 million, and general and administrative costs of approximately $3.0 million.

Depreciation and amortization expense. For the second quarter of fiscal 2021, depreciation and amortization expense increased 0.2 percent, compared to the second quarter of fiscal 2020. The increase in depreciation and amortization is due to additional depreciation related the new trucks added to our mobile fleet under finances leases in the first quarter of 2021, which was partially offset by a lower base of depreciable assets throughout the second quarter of 2021 when compared to the second quarter of fiscal 2020.

Other operating expenses. For the second quarter of fiscal 2021, other operating expenses decreased 55.6 percent, or $1.1 million, compared to the second quarter of fiscal 2020 primarily due to a decrease in spending related to the integration of the Cedar Creek acquisition and restructuring related costs reported in the second quarter of 2020.

Interest expense, net. For the second quarter of fiscal 2021, interest expense, net, decreased by 20.7 percent, or $2.4 million, compared to the second quarter of fiscal 2020. The decrease is primarily due to the reduction of debt, including the repayment in full of our former Term Loan Facility at the end of the first quarter of 2021, under which borrowings bore a higher interest rate than under our Revolving Credit Facility.

Other expense (income), net. For the second quarter of fiscal 2021, other expense (income), net, decreased $0.7 million compared to the second quarter of fiscal 2020. The decrease is due to a higher level of pension benefit amortization in the second quarter of fiscal 2021 compared to the second quarter of fiscal 2020, offset by the absence of other immaterial expenses incurred in the prior year period.

Provision for income taxes. Our effective tax rate was 23.5 percent and 33.9 percent for the second quarter of fiscal 2021 and 2020, respectively. Our effective tax rate for the second quarter of fiscal 2021 was impacted by the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation, slightly offset by a benefit from the vesting of restricted stock units, which occurred during the period. Our effective tax rate for the second quarter of fiscal 2020 was primarily impacted by a discrete tax benefit of $3.9 million resulting from the release of the valuation allowance associated with nondeductible interest expense under Section 163(j) of the Internal Revenue Code (“IRC”) as a result of changes allowed under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act that was enacted on March 27, 2020 which raised the allowable percentage of deductible interest from 30 percent to 50 percent of adjusted taxable income. Our effective tax rate for the same periods was further impacted by the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation, and the effect of the partial valuation allowance for separate company state income tax losses.

Net income. Our net income increased by $106.8 million from the prior year period due primarily to increased sales and gross product margins resulting from price inflation.

First Six Months of Fiscal 2021 Compared to First Six Months of Fiscal 2020

Net sales. For the first six months of fiscal 2021, net sales increased 71.5 percent, or $972.5 million, compared to the first six months of fiscal 2020. The sales increase was primarily a result of supply-driven pricing increases in our specialty products category and wood-based commodity price inflation in our structural products category, partially offset by a slight decline in overall sales volume generally attributable to supply constraints. In our specialty products category, sales volumes increased overall primarily driven by engineered wood, industrial products, and siding categories, offset by decreases in specialty lumber. Supply disruptions continued for many of our specialty product categories which contributed to progressive price increases throughout the first six months of fiscal 2021, which when combined with the improvement in sales volumes resulted in improved net sales growth. In our structural products category, demand continued to exceed supply throughout most of the first six months of fiscal 2021, but started to align toward the end of first six months of fiscal 2021, driving lumber commodity prices down in late May and during the month of June. Panel commodity prices, however, did not experience the same price decreases during the period.

Gross profit and gross margin. For the first six months of fiscal 2021, gross profit increased 122.4 percent, or $237.5 million, compared to the first six months of fiscal 2020. Gross margin percentage increased to 18.5 percent, for the first six months of fiscal 2021, compared to 14.3 percent for the first six months of fiscal 2020. Gross margin percentage increased due to the overall continued increase in market pricing compared to the same period in the prior year, which is a result of a continued

increase in demand, paired with continued low supply. Gross margin percentages for our specialty products increased to 22.1 percent for the first six months of fiscal 2021, compared to 16.9 percent in the first six months of fiscal 2020.

Gross margin percentages for our structural products increased to 14.4 percent for the first six months of fiscal 2021, compared to 9.6 percent in the first six months of fiscal 2020. Our structural gross margin for the first six months of fiscal 2021 was impacted by a lower of cost or net realizable value reserve of $16.7 million resulting from the decline in value of our structural lumber inventory related to the decrease in wood-based commodity prices during the second quarter of fiscal 2021. This reserve will be included in structural gross profit in the third quarter of fiscal 2021 as the inventory associated with the adjustment is sold to customers.

Selling, general, and administrative expenses. For the first six months of fiscal 2021, selling, general, and administrative expenses increased 11.9 percent, or $17.3 million, compared to the first six months of fiscal 2020. The increase in sales, general, and administrative expenses is due to increases in our sales commissions and incentives of approximately $11.7 million, warehouse and delivery costs of approximately $1.0 million, and general and administrative costs of approximately $4.6 million.

Depreciation and amortization expense. For the first six months of fiscal 2021, depreciation and amortization expense decreased 1.0 percent, or $0.2 million, compared to the first six months of fiscal 2020. The decrease in depreciation and amortization expense is due to a lower base of depreciable assets throughout the first six months of fiscal 2021 when compared to the first six months of fiscal 2020.

Gains from sales of property. For the first six months of fiscal 2021, gains from sales of property increased $0.8 million compared to the first six months of fiscal 2020 due to the sale of our non-operating facility in Birmingham during the first quarter of 2021 and no property sales during the first six months of fiscal 2020.

Other operating expenses. For the first six months of fiscal 2021, other operating expenses decreased 84.0 percent, or $5.1 million, compared to the first six months of fiscal 2020 primarily due to a decrease in spending related to the integration of the Cedar Creek acquisition and restructuring related costs reported during the first six months of fiscal 2020.

Interest expense, net. For the first six months of fiscal 2021, interest expense, net, decreased by 2.1 percent, or $0.5 million, compared to the first six months of fiscal 2020. The decrease is primarily due to reduction of debt, including the repayment in full of our former Term Loan Facility at the end of the first quarter of 2021, under which borrowings bore a higher interest rate than under our Revolving Credit Facility. This was offset by the $5.8 million in debt issuance costs expensed during the first quarter of fiscal 2021 related to the extinguishment of our former Term Loan Facility.

Other expense (income), net. For the first six months of fiscal 2021, other expense (income), net, decreased $0.8 million compared to the first six months of fiscal 2020. The decrease is due to a higher level of pension benefit amortization in the second quarter of fiscal 2021 compared to the second quarter of fiscal 2020, offset by the absence of other immaterial expenses incurred in the prior year period.

Provision for (benefit from) income taxes. Our effective tax rate was 24.4 percent and (36.8) percent for the first six months of fiscal 2021 and 2020, respectively. Our effective tax rate for the first six months of fiscal 2021 was impacted by the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation, slightly offset by a benefit from the vesting of restricted stock units, which occurred during the period. Our effective tax rate for the first six months of fiscal 2020 was primarily impacted by a discrete tax benefit of $3.9 million resulting from the release of the valuation allowance associated with nondeductible interest expense under Section 163(j) of the Internal Revenue Code (“IRC”) as a result of changes allowed under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act that was enacted on March 27, 2020 which raised the allowable percentage of deductible interest from 30 percent to 50 percent of adjusted taxable income. Our effective tax rate for the same periods was further impacted by the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation, and the effect of the partial valuation allowance for separate company state income tax losses.

Net income. Our net income increased $169.4 million from the prior year period due primarily to increased gross product margins resulting from price inflation and scarcity of products and secondarily to the Company’s policies pursuing increased margins on sales of products.

Seasonality

We are exposed to fluctuations in quarterly sales volumes and expenses due to seasonal factors common in the building products distribution industry. The first and fourth fiscal quarters are typically our lower volume quarters, due to the impact of less favorable weather on the construction market. Our second and third fiscal quarters are typically our higher volume quarters, reflecting an increase in construction, due to more favorable weather conditions. In past years, assuming no change in underlying inventory costs, our working capital has increased in the fiscal second and third quarters, reflecting general increases in seasonal demand. During the fiscal second and third quarters of 2020, our inventory working capital balance decreased despite increasing commodity prices, reflecting enhancements in our working capital management throughout the year. However, during the fourth quarter of 2020 and the first and second quarters of 2021, our inventory working capital balance increased largely due to increased sales levels resulting from wood-based commodity market inflation as well as supply driven pricing increases for many of our specialty products. Given recent market volatility in the industry, it remains a possibility that we could experience changes to our typical seasonality trends during the rest of 2021.

Liquidity and Capital Resources

We expect our primary sources of liquidity to be cash flows from sales in the normal course of our operations and borrowings under our Revolving Credit Facility. We expect that these sources will fund our ongoing cash requirements for the foreseeable future. We believe that our sales in the normal course of our operations, and amounts currently available from our Revolving Credit Facility and other sources, will be sufficient to fund our routine operations, including working capital requirements, for at least the next twelve months.

Revolving Credit Facility

In April 2018, we amended and restated our Revolving Credit Facility to provide for a senior secured revolving loan and letter of credit facility of up to $600 million and an uncommitted accordion feature that permits us to increase the facility by an aggregate additional principal amount of up to $150 million. If we obtain the full amount of the additional increases in commitments, the Revolving Credit Facility will allow borrowings of up to $750 million. Borrowings under the Revolving Credit Facility are subject to availability under the Borrowing Base (as that term is defined in the Revolving Credit Facility). Letters of credit in an aggregate amount of up to $30 million are also available under the Revolving Credit Facility, which would reduce the amount of the revolving loans available thereunder. Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to (i) LIBOR plus a margin ranging from 1.75 percent to 2.25 percent, with the margin determined based upon average excess availability for the immediately preceding fiscal quarter for loans based on LIBOR, or (ii) the administrative agent’s base rate plus a margin ranging from 0.75 percent to 1.25 percent, with the margin based upon average excess availability for the immediately preceding fiscal quarter for loans based on the base rate.

If excess availability falls below the greater of (i) $50 million and (ii) 10 percent of the lesser of (a) the borrowing base and (b) the maximum permitted credit at such time, the Revolving Credit Facility requires maintenance of a fixed charge coverage ratio of 1.0 to 1.0 until excess availability has been at least the greater of (i) $50 million and (ii) 10 percent of the lesser of (a) the borrowing base and (b) the maximum permitted credit at such time for a period of 30 consecutive days.

As of July 3, 2021, we had outstanding borrowings of $320.4 million and excess availability of $276.2 million under our Revolving Credit Facility. As of January 2, 2021, we had outstanding borrowings of $288.2 million and excess availability of $184.3 million under out Revolving Credit Facility. Our average effective interest rate was 2.5 percent and 2.8 percent for the quarters ended July 3, 2021 and January 2, 2021, respectively. For the quarter ended June 27, 2020, our average effective interest rate was 3.1 percent.

We were in compliance with all covenants under the Revolving Credit Facility as of July 3, 2021.

Term Loan Facility

As of January 2, 2021, we had outstanding borrowings of $43.2 million under the Term Loan Facility. On April 2, 2021, we repaid the remaining outstanding principal balance of the Term Loan Facility and, as a result, as of July 3, 2021, we had no outstanding borrowings under the Term Loan Facility, which has been extinguished. In connection with our repayment of the outstanding principal balance in full on April 2, 2021, we expensed $5.8 million debt issuance costs during the first quarter of 2021 that we had been amortizing in connection with our former Term Loan Facility. These costs are included within interest expense, net, on the Condensed Consolidated Statements of Operations and reported separately as an adjustment to net income in our Condensed Consolidated Statements of Cash Flows. Our average interest rate under the facility, exclusive of fees and prepayment premiums, was approximately 8.0 percent for the quarter ended January 2, 2021.

We made no prepayment premiums associated with the repayment of indebtedness for the three-month period ended July 3, 2021 as we terminated the Term Loan Facility during the first quarter of 2021. For the three-month period ended June 27, 2020, prepayment premiums were $0.2 million. Prepayment premiums were $0.9 million and $2.3 million for the six-month periods ended July 3, 2021 and June 27, 2020, respectively.

Finance Lease Commitments

Our finance lease liabilities consist of leases related to equipment and vehicles, and to real estate, with the majority of those finance lease commitments relating to the real estate financing transactions that we have completed in recent years. During fiscal 2017 and 2018, we completed real estate financing transactions on six warehouse facilities; during fiscal 2019, we completed real estate financing transactions on two warehouse facilities; and, during fiscal 2020, we completed real estate financing transactions on fourteen warehouse facilities. We recognized finance lease assets and obligations as a result of each of these transactions. In addition, during the second quarter of 2021, we recorded finance leases of $0.3 million related to new tractors put into service as part of our mobile fleet. Our total finance lease commitments, including the properties associated with the aforementioned transactions, totaled $279.2 million as of July 3, 2021. Of the $279.2 million of finance lease commitments as of July 3, 2021, $243.1 million related to real estate and $36.1 million related to equipment.

Interest Rates

Our Revolving Credit Facility includes available interest rate options based on the London Inter-bank Offered Rate (“LIBOR”). Certain LIBOR rates will be discontinued after 2021, while other rates will be discontinued in 2023. The U.S. and other countries are currently working to replace LIBOR with alternative reference rates. The consequences of these developments with respect to LIBOR cannot be entirely predicted; however, we do not believe that the discontinuation of LIBOR as a reference rate in our loan agreement will have a material adverse effect on our financial position or materially affect our interest expense.

Sources and Uses of Cash

Operating Activities

Net cash provided by operating activities for the first six months of fiscal 2021 was $22.6 million, compared to net cash provided by operating activities of $12.9 million in the first six months of fiscal 2020. The increase in cash provided by operating activities during the first six months of fiscal 2021 was primarily a result of the increase in net income and our accounts payable balance compared to the prior year period, partially offset by increases in our accounts receivable and inventory balances compared to the prior year period.

Investing Activities

Net cash used in investing activities for the first six months of fiscal 2021 was $0.8 million compared to net cash used in investing activities of $1.7 million in the first six months of fiscal 2020. The decrease in net cash used by investing activities was primarily due to an increase in proceeds received from the sale of several assets during the second quarter of 2021, combined

with the sale of our non-operating facility in Birmingham during the first quarter of 2021, both of which were partially offset by an increase in investments in property and equipment.

Financing Activities

Net cash used in financing activities totaled $21.7 million for the first six months of fiscal 2021, compared to net cash used in financing activities of $11.4 million for the first six months of fiscal 2020. The increase in net cash used in financing activities is primarily due to an increase of $216.9 million in repayments on our Revolving Credit Facility and Term Loan Facility, including the repayment of the remaining outstanding balance on our Term Loan Facility, and reduction of $78.3 million in proceeds from real estate financing transactions completed in the first six months of fiscal 2020, with no such transactions completed in the first six months of fiscal 2021, partially offset by an increase in borrowings of $287.9 million from our Revolving Credit Facility.

Operating Working Capital

Operating working capital is an important measurement we use to determine the efficiencies of our operations and our ability to readily convert assets into cash. Operating working capital is defined as the sum of cash, receivables, and inventory, less accounts payable. Management of working capital helps us monitor our progress in meeting our goals to enhance working capital assets.


Selected financial information
	July 3, 2021		January 2, 2021		June 27, 2020
	(In thousands)
Current assets:
Cash	$	179	$	82	$	11,530
Receivables, less allowance for doubtful accounts	437,217		293,643		264,642
Inventories, net	425,714		342,108		313,979
	$	863,110	$	635,833	$	590,151

Current liabilities:
Accounts payable	$	227,100	$	165,163	$	158,920
	$	227,100	$	165,163	$	158,920

Operating working capital	$	636,010	$	470,670	$	431,231

Operating working capital of $636.0 million as of July 3, 2021, compared to $470.7 million as of January 2, 2021, increased on a net basis by approximately $165.3 million. The increase in operating working capital was primarily driven by an increase in accounts receivable and an increase in inventory, both of which balances were higher due to the inflationary environment impacting our net sales and product costs. The net increase in current assets was offset by an increase in accounts payable, also due to the inflation of product costs.

Operating working capital of $636.0 million as of July 3, 2021, compared to $431.2 million as of June 27, 2020, increased by $204.8 million. The increase in operating working capital was primarily driven by an increase in accounts receivable and an increase in inventory, offset by an increase in accounts payable, both largely due to the inflationary environment in our industry impacting our net sales and product costs.

Investments in Capital Assets

Our investments in capital assets consist of cash paid for owned assets and the inception of financing lease arrangements for long-lived assets to support our distribution infrastructure. The gross value of these assets are included in “Property and equipment, at cost” on our condensed consolidated balance sheet. During the second quarter of fiscal 2021, we invested $1.8 million in cash in investments in long-lived assets and entered into finance leases related to new tractors put into service as part of our mobile fleet totaling approximately $0.3 million, for a total investment of $2.1 million in capital assets during the quarter. For the first six months of fiscal 2021, we invested $2.9 million in cash and entered into finance leases totaling $10.5 million, for a total investment of $13.4 million.

Critical Accounting Policies

The preparation of our consolidated financial statements and related disclosures in conformity with GAAP requires our management to make judgments and estimates that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. There have been no material changes to our critical accounting policies from the information provided in Item 7 of our Annual Report on Form 10-K for the fiscal year ended January 2, 2021.

Forward-Looking Statements

This report contains forward-looking statements. Forward-looking statements include, without limitation, any statement that predicts, forecasts, indicates or implies future results, performance, liquidity levels or achievements, and may contain the words “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” “will be,” “will likely continue,” “will likely result” or words or phrases of similar meaning. Forward-looking statements involve risks and uncertainties that may cause our business, strategy, or actual results to differ materially from the forward-looking statements. The forward-looking statements in this report include statements about the COVID-19 pandemic, its duration and effects, and its potential effects on our business and results of operations; anticipated effects of adopting certain accounting standards; estimated future annual amortization expense; potential changes to estimates made in connection with revenue recognition; the expected outcome of legal proceedings; industry conditions; seasonality; and liquidity and capital resources.

Forward-looking statements are based on estimates and assumptions made by our management that, although believed by us to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties that may cause our business, strategy, or actual results to differ materially from the forward-looking statements. These risks and uncertainties include those discussed under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended January 2, 2021, and those discussed elsewhere in this report (including Item 1A of Part II of this report) and in future reports that we file with the SEC. We operate in a changing environment in which new risks can emerge from time to time. It is not possible for management to predict all of these risks, nor can it assess the extent to which any factor, or a combination of factors, may cause our business, strategy, or actual results to differ materially from those contained in forward-looking statements. Factors that may cause these differences include, among other things:

•the risk that we may experience pricing and product cost variability;

•the fact that our earnings are highly dependent on volumes;

•the fact that our industry is highly fragmented and competitive and, that if we are unable to compete effectively, our net sales and operating results may be reduced;

•the fact that our industry is highly cyclical, and prolonged periods of weak demand or excess supply may reduce our net sales and/or margins, which may cause us to incur losses or reduce out net income;

•the risk that adverse housing market conditions may negatively impact our business, liquidity, and results of operations, and increase the credit risk from our customers;

•the full effect of the COVID-19 pandemic on our business is unknown, and it may adversely affect our business and results from operations;

•our ability to effectively manage our inventory relative to our sales volume or as the prices of the products we distribute fluctuate, which could affect our business, financial condition, and operating results;

•information technology security risks and business interruption risks, which may cause us to incur increasing costs in an effort to minimize and/or respond to those risks;

•the risk of increases in petroleum prices, which could adversely affect our results of operations;

•consolidation among competitors, suppliers, and customers could negatively impact our business;

•the risk of disintermediation;

•the risk of loss of key products or key suppliers and manufacturers could affect our financial health;

•our dependence on international suppliers and manufacturers for certain products exposes us to risks that could affect our financial condition;

•business disruptions;

•the risk of exposure to product liability and other claims and legal proceedings related to our business and the products we distribute, which may exceed the coverage of our insurance;

•the risk that our business operations could suffer significant losses from natural disasters, catastrophes, fire, or other unexpected events;

•that fact that a significant percentage of our employees are unionized, and wage increases or work stoppages by our unionized employees may reduce our results of operations;

•the risk that federal, state, local, and other regulations could impose substantial costs and restrictions on our operations that would reduce our net income;

•the fact that we are subject to federal, state, and local environmental protection laws and may have to incur significant costs to comply with these laws and regulations in the future;

•our level of indebtedness could limit our financial and operating activities and adversely affect our ability to incur additional debt to fund future needs;

•our cash flows and capital resources may be insufficient to make required payments on our indebtedness or future indebtedness;

•the instruments governing our indebtedness contain various covenants limiting the discretion of our management in operating our business, including requiring us to maintain a minimum level of excess liquidity;

•borrowings under our revolving credit facility bear interest at a variable rate, which subjects us to interest rate risk, which could cause our debt service obligations to increase significantly;

•we may still incur more debt, which could increase the risks relating to indebtedness;

•the fact that we have sold and leased back certain of our distribution centers under long-term non-cancelable leases, and may enter into similar transactions in the future;

•the fact that many of our distribution centers are leased, and if we close a leased distribution center, we will still be obligated under the applicable lease;

•changes in our product mix could adversely affect our results of operations;

•the risk of adjustments in the future based on actual development experience because we establish insurance-related deductible/retention reserves based on historical loss development factors;

•our strategy includes pursuing acquisitions, which we may be unsuccessful in making and integrating mergers, acquisitions, and investments, and completing divestitures;

•the risk that the activities of activist stockholders could have a negative impact on our business and results of operations;

•the risk that the value of our deferred tax assets could become impaired, which could materially and adversely affect our operating results;

•the risk that our expected annual effective tax rate could be volatile and materially change as a result of changes in mix of earnings and other factors;

•the risk that changes in actuarial assumptions for our pension plan could impact our financial results, and funding requirements are mandated by the federal government;

•the risk that costs and liabilities related to our participation in multi-employer pension plans could increase;

•the risk that we could be the subject of securities class action litigation due to stock price volatility, which could divert management’s attention and adversely affect our results of operations; and

•the risk that changes in, or interpretation of, accounting principles could result in unfavorable accounting changes.

Given these risks and uncertainties, we caution you not to place undue reliance on forward-looking statements. We expressly disclaim any obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Our management performed an evaluation, as of the end of the period covered by this report on Form 10-Q, under the supervision of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

During the period covered by this report, other than described below, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

During the second quarter of fiscal 2021, there were no material changes to our legal proceedings as disclosed in our Annual Report on Form 10-K for the year ended January 2, 2021. Additionally, we are, and from time to time may be, a party to routine legal proceedings incidental to the operation of our business. The outcome of any pending or threatened proceedings is not expected to have a material adverse effect on our financial condition, operating results, or cash flows, based on our current understanding of the relevant facts. Legal expenses incurred related to these contingencies are generally expensed as incurred.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in Part I, "Item 1A.Risk Factors" in the Company’s Annual Report on Form 10-K for the year ended January 2, 2021.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table summarizes the Company’s common stock repurchase activity for each month of the quarter ended July 3, 2021:


Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share
April 4 - May 8	—	$	—
May 9 - June 5	—	$	—
June 6 - July 3	112,892	$	44.58
Total	112,892

(1) The Company did not repurchase any of its equity securities during the period covered by this report pursuant to any publicly announced plan or program,

and no such plan or program is presently in effect. All purchases reflected in the table above pertain to purchases of common stock by the Company in

connection with tax withholding obligations of the Company’s employees upon the vesting of such employees’ restricted stock unit awards.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS


Exhibit Number		Description
10.1		R etirement and Transition Services Agreement between BlueLinx Corporation and Mitchell B. Lewis, dated April 15, 2021 (incorporated by reference to Exhibit 10.1 to the Compan y ’s Form 8-K filed with the Securities and Exchange Commi ssion on April 21, 2021). ±
10.2		E mployment Agreement by and among BlueLinx Co rporation, BlueLinx Holdings Inc. and Dwight Gibson, dated April 15, 2021 (incorporated by reference to Exhibit 10.2 to the Company ’s Form 8-K filed with the Securitie s and Exchange Commi ssion on April 2 1, 2021 ). ±
10.3		Separation Agreement between BlueLinx Corporation and Alexander Averitt, dated June 28, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 1, 2021). ±
10.4	*	F irst Amendment to Employment Agreement, by and between BlueLinx Corporation and Dwight Gibson, dated June 24, 2021. ±
10.5	*	Form of 2021 Time-Based Restricted Stock Unit Award Agreement under the BlueLinx Holdings Inc. 2021 Amended and Restated Long-Term Incentive Plan. ±
10.6	*	BlueLinx Holdings Inc. 2021 Long-Term Equity Incentive Plan Restricted Stock Unit Agreement for Non-Employee Directors. ±
10.7	*	Award Agreement between BlueLinx Holdings Inc., BlueLinx Corporation and Dwight Gibson, dated June 24, 2021. ±
10.8		BlueLinx Holdings Inc. 2021 Long-Term Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 20, 2021). ±
31.1	*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	**	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	**	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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.
104		The cover page from this Quarterly Report on Form 10-Q for the quarter ended April 3, 2021, formatted in Inline XBRL.

	*	Filed herewith.
	**	Exhibit is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.
	±	Management contract or compensatory plan or arrangement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		BlueLinx Holdings Inc.
		(Registrant)

Date: August 3, 2021	By:	/s/ Kelly C. Janzen
		Kelly C. Janzen
		Senior Vice President and Chief Financial Officer

BLUELINX HOLDINGS, INC. 2021 LONG-TERM INCENTIVE PLAN 2021 TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT NAME Number of Shares Subject to Award: # shares Grant Date: DATE Pursuant to the BlueLinx Holdings Inc. 2021 Long-Term Incentive Plan (the “Plan”), BlueLinx Holdings, Inc., a Delaware corporation (the “Company”), has granted the above-named participant (“Participant”) Restricted Stock Units (the “RSUs” or the “Award”) entitling Participant to receive such number of shares of Company common stock (the “Shares”) as is set forth above on the terms and conditions set forth in this agreement (this “Agreement”) and the Plan. Capitalized terms used in this Agreement and not defined herein shall have the meanings set forth in the Plan. 1. Grant Date. The Award is granted to Participant on the Grant Date set forth above (the “Grant Date”). 2. Vesting. Except as otherwise set forth herein, if Participant remains employed by the Company, the RSUs and the right to the Shares shall vest with respect to one-third of the number of Shares subject to the Award on each of the first three anniversaries of the Grant Date (each such anniversary a “Vesting Date”) and shall fully vest on the third anniversary of the Grant Date (the “Final Vesting Date”). If the number of RSUs granted pursuant to the Award is not divisible by three, the number of shares vesting on any Vesting Date may be reduced or increased by one share by the Company on any given Vesting Date in order to facilitate administrability of the Award; provided, however, that the overall number of RSUs granted under this Award shall remain the same. 3. Forfeiture of RSUs. (a) Termination of Employment. Prior to the Final Vesting Date, except as otherwise provided herein, any unvested RSUs shall be immediately forfeited upon Participant’s termination of employment with the Company for any reason whatsoever; provided, that the Committee reserves the right, in its sole discretion, to waive or amend this provision, in whole or in part. For purposes of this Agreement, employment with any Subsidiary of the Company shall be considered employment with the Company and a termination of employment shall mean a termination of employment with the Company and each Subsidiary by which Participant is employed. (b) Restrictive Covenants. The grant of this Award is contingent upon Participant signing or having signed a restrictive covenants agreement or, to the extent applicable, an amendment to an existing employment or restrictive covenants agreement, in either case in the form provided by the Company on or prior to the date that Participant signs this Agreement. Notwithstanding any provision of this Agreement, if Participant breaches or otherwise fails to comply with such restrictive covenants agreement or any other non-compete, non-solicitation or

2 similar agreement with the Company or a Subsidiary, in addition to all rights the Company or its Subsidiary has under such agreement, at law or in equity, RSUs that have not become vested and settled before such breach or failure to comply shall expire at that time, shall not become vested or settled after such time and shall be forfeited at such time without any payment therefor. 4. Transfer of Vested Shares. Stock certificates representing the vested Shares (or appropriate evidence of ownership including certificateless book-entry issuance), if any, will be delivered to Participant (or, if permitted by the Company in its sole discretion, to a party designated by Participant) on or as soon as practicable after (but no later than 30 days after) each Vesting Date, or if applicable under Section 14(a), the date of a Change in Control or qualifying termination of employment following a Change in Control, subject, as applicable, to delay under Section 21. 5. Non-Transferability of Award. The RSUs and the Shares issuable hereunder and the rights and privileges conferred hereby may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated by operation of law or otherwise (except as permitted by the Plan). Any attempt to do so contrary to the provisions hereof shall be null and void. 6. Conditions to Issuance of Shares. The Shares deliverable to Participant hereunder may be either previously authorized but unissued Shares or issued Shares which have been reacquired by the Company. The Company shall not be required to issue or deliver any Shares prior to fulfillment of all of the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings and regulations of the Securities and Exchange Commission (“SEC”) or any other governmental regulatory body, which the Committee shall, in its discretion, deem necessary or advisable; and (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Committee shall, in its discretion, determine to be necessary or advisable. 7. No Rights as Stockholder. Participant shall not have voting, dividend or any other rights as a stockholder of the Company with respect to the unvested Shares subject to the RSUs. Upon settlement of the Award into Shares, Participant will obtain full voting and other rights as a stockholder of the Company with respect to such Shares. 8. Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon Participant, the Company, and all other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Agreement. 9. Fractional Shares. Fractional shares will not be issued, and when any provision of this Agreement otherwise would entitle Participant to receive a fractional share, that fraction will be disregarded. 10. Adjustments in Capital Structure. In the event of a change in corporate capitalization as described in Sections 4.3 and 18.2 of the Plan, the Committee shall make appropriate adjustments to the number and class of Shares or other stock or securities subject to the Award. The Committee’s adjustments shall be effective and final, binding and conclusive for all purposes of this Agreement.

3 11. Taxes. (a) Upon the vesting and delivery of Shares subject to this Award, Participant shall pay or make adequate arrangements satisfactory to the Company and/or the employing Subsidiary to withhold all applicable federal, state and local income and employment taxes (“Tax Withholding Amounts”) payable with respect to this Award from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Subsidiary or from proceeds of the sale of Shares. For any payment made to Participant in Shares hereunder, generally the Company will satisfy such tax obligations by withholding and cancelling a number of Shares having a market value sufficient to satisfy the Tax Withholding Amounts, provided that the amount to be withheld may not exceed the tax withholding obligations associated with the Award to the extent needed for the Company to treat the Award as an equity award for accounting purposes and to comply with applicable tax withholding laws. The Company will withhold the whole number of Shares sufficient to satisfy the Tax Withholding Amounts and will make a cash payment to Participant for the difference between the market value of the Shares withheld and the Tax Withholding Amounts on the payment date specified in Section 4 above (but if this would cause adverse accounting treatment to the Company then the Company will withhold one fewer Share and Participant must pay cash to the Company in an amount equal to any withholding due in excess of the market value of the Shares withheld). Participant may elect to pay applicable Tax Withholding Amounts by check rather than by Share withholding as described above. The Company will deduct all applicable Tax Withholding Amounts from any payment made to Participant in cash hereunder. (b) Participant acknowledges and agrees that the ultimate liability for all taxes legally due by him or her is and remains Participant’s responsibility and that the Company and/or the Subsidiary: (i) make no representations nor undertakings regarding the treatment of any taxes in connection with any aspect of this Award, including the grant or vesting of the Shares subject to this Award or the subsequent sale of Shares acquired pursuant to such vesting; and (ii) do not commit to structure the terms of the grant or any aspect of this Award to reduce or eliminate Participant’s liability for taxes. In addition, Participant shall pay the Company or the Subsidiary any amount of Tax Withholding Amounts that the Company or the Subsidiary may be required to withhold as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares if Participant fails to comply with Participant’s obligations in connection with the Tax Withholding Amounts. 12. Participant Acknowledgments and Agreements. By accepting the grant of this Award, Participant acknowledges and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement; (b) the grant of this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares, or benefits in lieu of Shares, even if Shares have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company and the Committee; (d) Participant’s participation in the Plan shall not create a right of future employment with the Company and shall not interfere with the ability of the Company to terminate Participant’s employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (e) Participant is participating voluntarily in the Plan; (f) this Award is an extraordinary item that is outside the scope of Participant’s employment contract, if any; (g) this Award is not part of Participant’s normal or expected compensation or salary for any purposes, including but not limited to calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement

4 benefits or similar payments; (h) in the event Participant is not an employee of the Company, this Award will not be interpreted to form an employment contract or relationship with the Company; (i) the value of the Shares may increase or decrease in value and the future value of the underlying Shares cannot be predicted; and (j) except as otherwise set forth herein, in the event of any termination of employment (whether or not in breach of local labor laws), Participant’s right to vest in the Award and receive any Shares will terminate effective as of the date that Participant is no longer employed and will not be extended by any notice period mandated under local statute, contract or common law; the Committee shall have the exclusive discretion to determine when Participant is no longer employed for purposes of this Award. 13. Plan Information. Participant agrees to receive copies of the Plan, the Plan prospectus and other Plan information from the Company’s intranet and shareholder information, including copies of any annual report, proxy statement, Form 10-K, Form 10-Q, Form 8-K and other information filed with the SEC, from the investor relations section of the Company’s website at www.BlueLinxCo.com. Participant acknowledges that copies of the Plan, Plan prospectus, Plan information and shareholder information are available upon written or telephonic request to the Company’s Corporate Secretary. 14. Change in Control; Retirement. (a) Change in Control. Upon a Change in Control, if the surviving entity in such Change in Control does not assume or replace the Award, then all unvested Shares subject to the Award shall immediately become vested and nonforfeitable and subject to settlement and transfer of Shares under Section 4 as of the date on which the Change in Control occurs; provided, however, if the Award is subject to Section 409A, and if the Change in Control does not constitute a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as provided under Section 409A and the Treasury Regulations thereunder, the right to the Shares subject to the Award shall vest and be nonforfeitable as of the date of the Change of Control but the settlement and transfer of the Shares (or cash in lieu of Shares) under Section 4 shall not occur until each Vesting Date or other payment date under Section 4. If the surviving entity in the Change in Control assumes or replaces the Award, and Participant’s employment is subsequently terminated by the Company (or its successor in the Change in Control) other than for Cause (as defined in Participant’s then- current written employment agreement, or if no such agreement exists, in any applicable policy or plan of the Company in existence prior to the date on which the Change in Control occurs), or Participant’s employment is subsequently terminated by Participant for Good Reason (as defined in Participant’s then-current written employment agreement, or if no such agreement exists, in any applicable policy or plan of the Company in existence prior to the date on which the Change in Control occurs), in either case within twenty-four (24) calendar months following the Change in Control, then all unvested Shares subject to the assumed or replaced Award shall immediately become vested and nonforfeitable and subject to settlement and transfer under Section 4 as of the date of Participant’s termination of employment. (b) Retirement. Upon Participant’s Retirement (as defined below), subject to approval of the Company’s Chief Executive Officer for Participants who are not executive officers, a pro-rata portion of the then-unvested portion of the Award will become vested and nonforfeitable and subject to transfer in accordance with Section 4, effective as of the date of Retirement, with such pro-rata portion being determined by multiplying (i) the number of then-unvested Shares subject to the Award, by (ii) a fraction, the numerator of which is the number of days of employment that the Participant completed during the period beginning on the day following the second anniversary of the Grant Date and ending on the date of Retirement, and the denominator

5 of which is the number of days beginning on the day following the second anniversary of the Grant Date and ending on the Final Vesting Date. The remaining portion of the Award will be forfeited effective as of the date of Retirement. For purposes of this Agreement, “Retirement” means the termination of Participant’s employment by Participant or the Company when the Company does not have Cause for termination of Participant’s employment (with Cause as defined in Participant’s then-current written employment agreement, or if no such agreement exists, in any applicable policy or plan of the Company in existence prior to the date on which the termination occurs), in or following Participant’s 60th year of life, following the second anniversary of the Grant Date, when Participant has completed at least seven years of continuous service with the Company, and under circumstances in which Participant retires from full-time active employment. 15. Clawback Policy. This Award shall be subject to: (a) the terms and conditions of any applicable policy of recoupment or recovery of compensation adopted by the Company from time to time (as such policy may be amended); (b) terms and conditions regarding recoupment or recovery of compensation in any agreement between the Company or any Subsidiary and Participant; and (c) the requirements of any applicable law or regulation with respect to the recoupment or recovery of incentive compensation. Participant hereby agrees to be bound by the requirements of this Section 15. The recoupment or recovery of any portion of the Award (or vested Shares) that is permitted by any such policy, agreement, law or regulation may be made by the Company or the Subsidiary that employed Participant. 16. Complete Agreement. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. The terms of this Agreement control over any contrary provision in the Plan, in Participant’s employment agreement with the Company or in any severance plan or other agreement that applies to Participant. If Participant is a party to an employment agreement or severance plan or agreement with the Company and such plan or agreement includes one or more provisions that specifically applies to equity awards such as this Award, such provisions of such plan or agreement are hereby superseded and shall not apply to this Award. Acceptance of this Agreement shall be deemed an amendment or modification of such other plan or agreement solely with respect to this Award. If provisions of the Plan and this Agreement conflict, the Plan provisions will govern. 17. Modification of Agreement. No provision of this Agreement may be materially amended or waived unless agreed to in writing and signed by the Committee (or its designee). Any such amendment to this Agreement that is materially adverse to Participant shall not be effective unless and until Participant consents, in writing, to such amendment (provided that any amendment that is required to comply with Section 409A shall be effective without consent unless Participant expressly denies consent to such amendment in writing). The failure to exercise, or any delay in exercising, any right, power or remedy under this Agreement shall not waive any right, power or remedy which the Company has under this Agreement. 18. Participant Bound by Plan; Successors. Participant acknowledges receiving, or being provided with access to, a prospectus describing the material terms of the Plan, and agrees to be bound by all the terms and conditions of the Plan. Except as limited by the Plan or this Agreement, this Agreement is binding on and extends to the legatees, distributees and personal representatives of Participant and the successors of the Company.

6 19. Governing Law. This Agreement has been made in and shall be construed under and in accordance with the laws of the State of Georgia, without regard to conflict of law provisions. 20. Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. 21. Section 409A. (a) General. It is intended that payments under this Agreement will not be considered nonqualified deferred compensation subject to Section 409A and that such payments will satisfy the exemption from Section 409A for “short-term deferrals.” Notwithstanding the foregoing, if any payment is considered nonqualified deferred compensation, this Agreement and the payments hereunder will be administered and interpreted to comply with Section 409A, including, as necessary, by requiring a six-month delay in accordance with Section 21.16 of the Plan. For purposes of Section 409A, each payment under this Agreement shall be treated as a separate payment. If any payment considered nonqualified deferred compensation is payable upon a termination of employment, such payment shall be made only if the termination of employment constitutes a “separation from service” as defined under Section 409A. (b) No Representations as to Section 409A Compliance. Notwithstanding the foregoing, the Company makes no representation to Participant that the Award and any Shares issued pursuant to this Agreement are exempt from, or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless Participant or any beneficiary for any tax, additional tax, interest or penalties that Participant or any beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof or any other action taken with respect thereto is deemed to violate any of the requirements of Section 409A. 22. Consent for Accumulation and Transfer of Data. Participant consents to the accumulation and transfer of data concerning him or her and the Award to and from the Company (and its Subsidiaries) and such other agent as may administer the Plan on behalf of the Company from time to time. In addition, Participant understands that the Company and its Subsidiaries hold certain personal information about Participant, including but not limited to his or her name, home address, telephone number, date of birth, social security number, salary, nationality, job title, and details of all grants or awards, vested, unvested, or expired (the “personal data”). Certain personal data may also constitute “sensitive personal data” within the meaning of applicable local law. Such data include but are not limited to information described above and any changes thereto and other appropriate personal and financial data about Participant. Participant hereby provides explicit consent to the Company and its Subsidiaries to process any such personal data and sensitive personal data. Participant also hereby provides explicit consent to the Company and its Subsidiaries to transfer any such personal data and sensitive personal data outside the country in which Participant is employed, and to the United States or other jurisdictions. The legal persons for whom such personal data are intended are the Company and its Subsidiaries, any third party stock plan administrator, and any company providing services to the Company in connection with compensation planning purposes or the administration of the Plan. 24. Effectiveness of Agreement. This Agreement shall not be effective unless and until Participant and the Company shall have executed this Agreement, as indicated under their respective signatures set forth on the signature page hereto.

7 [Signatures on Following Page]

8 BLUELINX HOLDINGS INC. _____________ By: Date Title: By signing below or by accepting this Award as evidenced by electronic means acceptable to the Committee, Participant hereby (i) acknowledges that a copy of the Plan, the Plan Prospectus and the Company’s latest annual report to stockholders or annual report on Form 10-K are available from the Company’s intranet site or upon request, (ii) represents that he or she is familiar with the terms and provisions of this Agreement and the Plan, and (iii) accepts the award of RSUs subject to all the terms and provisions of this Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee regarding any questions arising under the Plan. Participant authorizes the Company to withhold from any compensation payable to him including by withholding Shares, in accordance with applicable law, any taxes required to be withheld by federal, state or local law as a result of the grant or vesting of the RSUs. (Signature) (Date) (Printed Name)


August 3, 2021			/s/ Dwight Gibson
			Dwight Gibson
			President and Chief Executive Officer