bxc-20240330

SEC Form 10-Q filed by Bluelinx Holdings Inc.

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 March 30, 2024


☐			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 April 26, 2024, there were 8,661,741 shares of BlueLinx Holdings Inc. common stock, par value $0.01, outstanding.


			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			3
Condensed Consolidated Statements of Cash Flows			4
Notes to Condensed Consolidated Financial Statements			5
Note 1 - Basis of Presentation and Significant Accounting Policies			5
Note 2 - Inventories			6
Note 3 - Goodwill and Other Intangible Assets			7
Note 4 - Revenue Recognition			8
Note 5 - Debt and Finance Leases			9
Note 6 - Net Periodic Pension Cost			11
Note 7 - Share-Based Compensation			11
Note 8 - Lease Commitments			11
Note 9 - Commitments and Contingencies			15
Note 10 - Accumulated Other Comprehensive Loss			15
Note 11 - Income Taxes			15
Note 12 - Earnings Per Share and Stockholders' Equity			16

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			17
Item 3. Quantitative and Qualitative Disclosures About Market Risk			25
Item 4. Controls and Procedures			25

PART II. OTHER INFORMATION
Item 1. Legal Proceedings			26
Item 1A. Risk Factors			26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			27
Item 3. Defaults Upon Senior Securities			27
Item 4. Mine Safety Disclosures			27
Item 5. Other Information			27
Item 6. Exhibits			28

Signatures			29


	Three Months Ended
	March 30, 2024		April 1, 2023
Net sales	$	726,244	$	797,904
Cost of products sold	598,563		664,365
Gross profit	127,681		133,539
Operating expenses (income):
Selling, general, and administrative	91,250		91,174
Depreciation and amortization	9,433		7,718
Amortization of deferred gains on real estate	(984)		(984)

Other operating expenses	314		3,116
Total operating expenses	100,013		101,024
Operating income	27,668		32,515
Non-operating expenses:
Interest expense, net	4,624		7,687
Other expense, net	—		594
Income before provision for income taxes	23,044		24,234
Provision for income taxes	5,552		6,422
Net income	$	17,492	$	17,812

Basic earnings per share	$	2.02	$	1.96
Diluted earnings per share	$	2.00	$	1.94

Comprehensive income:
Net income	$	17,492	$	17,812
Other comprehensive income:
Amortization of unrecognized pension gain, net of tax	—		239
Other	—		(11)
Total other comprehensive income	—		228
Comprehensive income	$	17,492	$	18,040


	March 30, 2024		December 30, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	481,309	$	521,743
Receivables, less allowances of $3,293 and $3,398, respectively	288,244		228,410
Inventories, net	370,942		343,638
Other current assets	32,165		26,608
Total current assets	1,172,660		1,120,399
Property and equipment, at cost	406,918		396,321
Accumulated depreciation	(175,757)		(170,334)
Property and equipment, net	231,161		225,987
Operating lease right-of-use assets	34,869		37,227
Goodwill	55,372		55,372
Intangible assets, net	29,768		30,792
Deferred income tax asset, net	53,629		53,256
Other non-current assets	14,186		14,568
Total assets	$	1,591,645	$	1,537,601
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	171,715	$	157,931
Accrued compensation	13,642		14,273


Finance lease liabilities - current	12,157		11,178
Operating lease liabilities - current	5,824		6,284
Real estate deferred gains - current	3,935		3,935

Other current liabilities	41,873		24,961
Total current liabilities	249,146		218,562

Long-term debt	294,073		293,743
Finance lease liabilities - noncurrent	279,910		274,248
Operating lease liabilities - noncurrent	30,248		32,519
Real estate deferred gains - noncurrent	65,648		66,599

Other non-current liabilities	19,399		17,644
Total liabilities	938,424		903,315
Commitments and Contingencies
Stockholders' Equity:
Preferred Stock, $0.01 par value, 30,000,000 shares authorized, none issued	—		—
Common Stock, $0.01 par value, 20,000,000 shares authorized, 8,661,738 and 8,650,046 outstanding, respectively	87		87
Additional paid-in capital	166,503		165,060


Retained earnings	486,631		469,139
Total stockholders’ equity	653,221		634,286
Total liabilities and stockholders’ equity	$	1,591,645	$	1,537,601


	Common Stock			Additional Paid-In Capital		Retained Earnings		Stockholders’ Equity Total
	Shares	Amount
Balance, December 30, 2023	8,650	$	87	$	165,060	$	469,139	$	634,286
Net income	—	—		—		17,492		17,492

Vesting of restricted stock units	19	(a)		(a)		—		—
Compensation related to share-based grants	—	—		2,350		—		2,350
Repurchase of shares to satisfy employee tax withholdings	(7)	—		(907)		—		(907)



Balance, March 30, 2024	8,662	$	87	$	166,503	$	486,631	$	653,221


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Stockholders’ Equity Total
	Shares	Amount
Balance, December 31, 2022	9,049	$	90	$	200,748	$	(31,412)	$	420,603	$	590,029
Net income	—	—		—		—		17,812		17,812
Other comprehensive income	—	—		—		228		—		228

Vesting of restricted stock units	67	1		(1)		—		—		—
Compensation related to share-based grants	—	—		4,569		—		—		4,569
Repurchase of shares to satisfy employee tax withholdings	(8)	—		(570)		—		—		(570)

Obligation for repurchase of shares to satisfy employee tax withholdings	(19)			(1,319)		—		—		(1,319)

Balance, April 1, 2023	9,089	$	91	$	203,427	$	(31,184)	$	438,415	$	610,749


Intangible Asset	Weighted Average Remaining Useful Lives (Years)	Gross Carrying Amounts		Accumulated Amortization(1)		Net Carrying Amounts
		($ in thousands)
Customer relationships	9	$	48,500	$	(19,722)	$	28,778
Noncompete agreements	4	8,954		(8,464)		490
Trade names	2	7,826		(7,326)		500
Total		$	65,280	$	(35,512)	$	29,768


Fiscal Year	Estimated Amortization
	(In thousands)
2024	$	2,897
2025	3,765
2026	3,471
2027	3,340
2028	3,340
2029	3,340


	Three Months Ended
Product type	March 30, 2024		April 1, 2023
	(In thousands)
Specialty products	$	503,834	$	567,838
Structural products	222,410		230,066
Total net sales	$	726,244	$	797,904


	Three Months Ended
Sales channel	March 30, 2024		April 1, 2023
	(In thousands)
Warehouse and reload	$	591,768	$	686,632
Direct	149,750		127,095
Customer discounts and rebates	(15,274)		(15,823)
Total net sales	$	726,244	$	797,904


Lease assets and liabilities		March 30, 2024		December 30, 2023
		(In thousands)
Assets	Classification
Operating lease right-of-use assets	Operating lease right-of-use assets	$	34,869	$	37,227
Finance lease right-of-use assets (1)	Property and equipment, net	141,570		138,357
Total lease right-of-use assets		$	176,439	$	175,584

Liabilities
Current portion:
Operating lease liabilities	Operating lease liabilities - current	$	5,824	$	6,284
Finance lease liabilities	Finance lease liabilities - current	12,157		11,178
Non-current portion:
Operating lease liabilities	Operating lease liabilities - noncurrent	30,248		32,519
Finance lease liabilities	Finance lease liabilities - noncurrent	279,910		274,248
Total lease liabilities		$	328,139	$	324,229


	March 30, 2024		December 30, 2023
	(In thousands)
Senior secured notes (1)	$	300,000	$	300,000
Revolving credit facility (2)	—		—

Finance lease obligations (3)	292,067		285,426
	592,067		585,426
Unamortized debt issuance costs	(3,043)		(3,246)
Unamortized bond discount costs	(2,884)		(3,011)
	586,140		579,169
Less: current portions of finance lease obligations	12,157		11,178
Total debt and finance lease obligations, net of current portions	$	573,983	$	567,991


	Three Months Ended
Cash flow information	March 30, 2024		April 1, 2023
	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	2,509	$	3,458
Operating cash flows from finance leases	$	6,291	$	6,044
Financing cash flows from finance leases	$	3,072	$	2,133


Fiscal year	Operating leases		Finance leases
	(In thousands)
2024	$	7,257	$	28,661
2025	8,768		33,374
2026	5,344		36,810
2027	4,044		31,223
2028	3,914		31,316
Thereafter	24,976		500,233
Total lease payments	$	54,303	$	661,617
Less: imputed interest	(18,231)		(369,550)
Total	$	36,072	$	292,067


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
December 31 - February 3	—	$	—	—	$	91,429,309
February 4 - March 2	6,769	$	129.35	—	$	91,429,309
March 3 - March 30	290	$	116.26	—	$	91,429,309
Total	7,059			—


	Three Months Ended
Components of lease expense	March 30, 2024		April 1, 2023
	(In thousands)
Operating lease cost:
Operating lease cost	$	2,446	$	2,918
Sublease income	(861)		(578)
Total operating lease costs	$	1,585	$	2,340

Finance lease cost:
Amortization of right-of-use assets	$	4,736	$	2,089
Interest on lease liabilities	6,291		6,044
Total finance lease costs	$	11,027	$	8,133


	Three Months Ended
Non-cash information	March 30, 2024		April 1, 2023

	(In thousands)
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	—	$	—
Finance leases	$	8,177	$	—


Balance sheet information	March 30, 2024			December 30, 2023
	($ in thousands)
Finance leases
Property and equipment	$	243,920		$	241,276
Accumulated depreciation	(102,350)			(102,919)
Property and equipment, net	$	141,570		$	138,357
Weighted Average Remaining Lease Term (in years)
Operating leases	8.97			8.88
Finance leases	18.35			19.94
Weighted Average Discount Rate
Operating leases	8.79		%	8.74		%
Finance leases	8.85		%	8.84		%


Category	March 30, 2024		December 30, 2023
	(In thousands)
Equipment and vehicles	$	48,445	$	42,252
Real estate	243,622		243,174
Total finance leases	$	292,067	$	285,426


	Three Months Ended March 30, 2024		% of Net Sales	Three Months Ended April 1, 2023		% of Net Sales
	($ amounts in thousands)
Net sales	$	726,244		$	797,904

Gross profit	127,681		17.6%	133,539		16.7%
Selling, general, and administrative	91,250		12.6%	91,174		11.4%
Depreciation and amortization	9,433		1.3%	7,718		1.0%
Amortization of deferred gains on real estate	(984)		(0.1)%	(984)		(0.1)%

Other operating expenses	314		0.0%	3,116		0.4%
Operating income	27,668		3.8%	32,515		4.1%
Interest expense, net	4,624		0.6%	7,687		1.0%
Other expense, net	—		—%	594		0.1%
Income before provision for income taxes	23,044		3.2%	24,234		3.0%
Provision for income taxes	5,552		0.8%	6,422		0.8%
Net income	$	17,492	2.4%	$	17,812	2.2%


Exhibit Number		Description



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 March 30, 2024, 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.



		BlueLinx Holdings Inc.
		(Registrant)

Date: April 30, 2024	By:	/s/ Andrew Wamser
		Andrew Wamser
		Senior Vice President and Chief Financial Officer
		(Principal Financial Officer)

Date: April 30, 2024	By:	/s/ Kimberly A. DeBrock
		Kimberly A. DeBrock
		Vice President and Chief Accounting Officer
		(Principal Accounting Officer)

Defined
Benefit Pension
Plan, Net of Tax

Total Accumulated Other Comprehensive Loss, Net of Tax

April 1, 2023 balance