BlueLinx Holdings Inc 10-Q for FY2025 Q1
BlueLinx Holdings Inc. (BXC)
10-Q
2025-04-29
For: 2025-03-29
View Original
Added on
April 09, 2026
About this 10-Q
BlueLinx Holdings Inc filed this 10-Q on April 29, 2025, covering the quarter ended March 29, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 29, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $709.23M
- down 2.3% from $726.24M a year earlier
- Net income
- $2.81M
- down 84.0% from net income of $17.49M a year earlier
- Diluted EPS
- $0.33
- down 83.5% from $2.00 a year earlier
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 29, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission file number: 001-32383
 | ||||||||
| (Exact name of registrant as specified in its charter) | ||||||||
| (State of Incorporation) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(770 ) 953-7000
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, 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 | ||||||
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.
| ☑ | 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 25, 2025, there were 8,022,223 shares of BlueLinx Holdings Inc. common stock, par value $0.01, outstanding.
BLUELINX HOLDINGS INC.
Form 10-Q
For the Quarterly Period Ended March 29, 2025
Table of Contents
| PAGE | |||||
i
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BLUELINX HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
| Three Fiscal Months Ended | |||||||||||||||||||||||
| March 29, 2025 | March 30, 2024 | ||||||||||||||||||||||
| Net sales | $ | $ | |||||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses (income): | |||||||||||||||||||||||
| Selling, general, and administrative | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Amortization of deferred gains on real estate | ( | ( | |||||||||||||||||||||
| Other, net | ( | ||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Non-operating expenses: | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Income before provision for income taxes | |||||||||||||||||||||||
| Provision for income taxes | ( | ( | |||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||
| Basic earnings per share | $ | $ | |||||||||||||||||||||
| Diluted earnings per share | $ | $ | |||||||||||||||||||||
See accompanying Notes.
1
BLUELINX HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
| As of | |||||||||||
| March 29, 2025 | December 28, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Receivables, less allowances of $ | |||||||||||
| Inventories, net | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, at cost | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred income tax asset, net | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued compensation | |||||||||||
| Finance lease liabilities - current | |||||||||||
| Operating lease liabilities - current | |||||||||||
| Real estate deferred gains - current | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Finance lease liabilities, less current portion | |||||||||||
| Operating lease liabilities, less current portion | |||||||||||
| Real estate deferred gains, less current portion | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and Contingencies | |||||||||||
| STOCKHOLDERS’ EQUITY: | |||||||||||
Preferred Stock, $ | |||||||||||
Common Stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying Notes.
2
BLUELINX HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
(Unaudited)
| Common Stock | Additional Paid-In Capital | Retained Earnings | Stockholders’ Equity Total | ||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance, December 28, 2024 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | (a) | (a) | — | ||||||||||||||||||||||||||||||||
| Compensation related to share-based grants | — | — | — | ||||||||||||||||||||||||||||||||
| Repurchase of shares to satisfy employee tax withholdings | ( | (a) | ( | — | ( | ||||||||||||||||||||||||||||||
| Common stock repurchase and retirement | ( | ( | ( | — | ( | ||||||||||||||||||||||||||||||
| Balance, March 29, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
(a) Activity rounds to less than one thousand
| Common Stock | Additional Paid-In Capital | Retained Earnings | Stockholders’ Equity Total | ||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance, December 30, 2023 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | (a) | (a) | — | ||||||||||||||||||||||||||||||||
| Compensation related to share-based grants | — | — | — | ||||||||||||||||||||||||||||||||
| Repurchase of shares to satisfy employee tax withholdings | ( | (a) | ( | — | ( | ||||||||||||||||||||||||||||||
| Balance, March 30, 2024 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
(a) Activity rounds to less than one thousand
See accompanying Notes.
3
BLUELINX HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Three Fiscal Months Ended | |||||||||||
| March 29, 2025 | March 30, 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to cash used in operations: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of debt discount and issuance costs | |||||||||||
| Insurance recoveries in excess of carrying values of property & equipment | ( | ||||||||||
| Provision for deferred income taxes | ( | ( | |||||||||
| Amortization of deferred gains from real estate | ( | ( | |||||||||
| Share-based compensation | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Accounts payable | |||||||||||
| Other current assets | ( | ||||||||||
| Other assets and liabilities | |||||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Cash flows from investing activities: | |||||||||||
| Disbursements for property and equipment | ( | ( | |||||||||
| Proceeds from asset sales and insurance recoveries | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Common stock repurchases | ( | ||||||||||
| Repurchase of shares to satisfy employee tax withholdings | ( | ( | |||||||||
| Principal payments on finance lease liabilities | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net change in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental cash flow information: | |||||||||||
| Interest paid during the period | $ | $ | |||||||||
| Net income tax payments (refunds) | $ | ( | $ | ||||||||
| Non-cash investing and financing activities: | |||||||||||
| Property and equipment acquired under finance leases | $ | $ | |||||||||
| Property and equipment investments funded through accounts payable, net | $ | $ | |||||||||
| Obligation for repurchase of shares to satisfy employee tax withholdings | $ | $ | |||||||||
See accompanying Notes.
4
BLUELINX HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 29, 2025
(Unaudited)
1. Basis of Presentation
BlueLinx Holdings Inc., including consolidated subsidiaries (collectively, the “Company”), is a leading wholesale distributor of residential and commercial building products in the United States. The Company is a two-step distributor and purchases products from manufacturers and distributes those products to dealers and other suppliers in local markets, who then sell those products to end users. The Company carries a broad portfolio of both branded and private-label stock keeping units (“SKUs”) across two principal product categories: specialty products and structural products. Specialty products include items such as engineered wood, siding, moulding and millwork, outdoor living, specialty lumber and panels, and industrial products. Structural products include items such as lumber, plywood, oriented strand board, rebar, and remesh. The Company also provides a wide range of value-added services and solutions aimed at relieving distribution and logistics challenges for its customers and suppliers, while enhancing their marketing and inventory management capabilities.
The Company’s unaudited condensed consolidated financial statements and accompanying notes have been prepared using generally accepted accounting principles in the United States (“GAAP”) and the interim reporting guidance of the U.S. Securities and Exchange Commission (“SEC”). The Company is composed of a single reportable segment for financial reporting purposes. The Company’s consolidated balance sheet as of December 28, 2024 contained herein was derived from the audited consolidated balance sheet included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024 (the “2024 Form 10-K”), as filed with the Securities and Exchange Commission (“SEC”) on February 18, 2025. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the Company’s results of operations, financial position, and cash flows for the reporting periods presented.
The Company has condensed or omitted certain notes and other information from the unaudited condensed consolidated financial statements presented in this report. Therefore, these condensed financial statements and accompanying notes should be read in conjunction with the Company’s 2024 Form 10-K. The results for the three fiscal months ended March 29, 2025 are not necessarily indicative of results that may be expected for the full fiscal year ending January 3, 2026, or any other interim period. For the fiscal reporting periods included in the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q, the Company did not have any items of other comprehensive income (loss), nor did the Company have any accumulated other comprehensive income (loss).
The Company operates on a 5-4-4 fiscal calendar and its fiscal year ends on the Saturday closest to December 31st of each year and may comprise 53 weeks in certain years. Fiscal 2025 contains 53 weeks and will end on January 3, 2026. Fiscal 2024 contained 52 weeks and ended on December 28, 2024.
During first quarter of fiscal 2025, the Company settled certain of the initial insurance claims related to property damaged or destroyed at its Erwin, Tennessee owned facility in late third quarter 2024 due to Hurricane Helene. The Company received insurance proceeds that exceeded the carrying values of the damaged or destroyed assets by $2.4 million, and this amount is included in Other, net on the Company’s unaudited condensed consolidated statement of operations for the first quarter of fiscal 2025.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Company’s management 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 the Company’s financial statements. Although current estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from management’s expectations, which could materially affect the Company’s results of operations and financial position.
5
Significant Accounting Policies
The Company has made no material changes to its significant accounting policies described in the notes to its consolidated financial statement included in its 2024 Form 10-K. The Company did not adopt any new accounting standards during the three fiscal months ended March 29, 2025.
Recent Accounting Pronouncements - Not Yet Adopted
Income Tax Disclosure Improvement. On December 14, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation. They must also further disaggregate income taxes paid. The ASU’s disclosure requirements apply to all entities subject to Accounting Standards Codification (“ASC”) No. 740, Income Taxes (“ASC 740”). The overall objective of these disclosure requirements is for an entity, particularly an entity operating in multiple jurisdictions, to disclose sufficient information to enable users of financial statements to understand the nature and magnitude of factors contributing to the difference between the effective income tax rate and the statutory income tax rate. ASU 2023-09 will be effective for the Company for the fiscal 2025 annual reporting period. Since this new ASU addresses only disclosures, the Company does not expect the adoption of this ASU to have any material effects on its financial condition, results of operations or cash flows. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023-09.
Costs and Expenses Disclosures. On November 4, 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which establishes new disaggregation disclosure requirements for certain costs and expenses in the notes to the consolidated financial statements. Under the new guidance, an entity must provide details of the components of its expense captions from continuing operations presented on the face of the statement of operations as well as a qualitative description of the amounts remaining that are not separately disaggregated quantitatively. Relevant disclosure categories include purchases of inventory, employee compensation, depreciation and intangible asset amortization. An entity must also disclose the total amount of selling expenses, and in annual reports, its definition thereof. The disclosure of these costs and expenses will be required in addition to and irrespective of their inclusion in other disclosures. An entity is not precluded from providing additional voluntary disclosures that may provide investors with additional decision-useful information. ASU 2024-03 will be effective for the Company for the fiscal 2027 annual reporting period and for interim periods beginning in fiscal 2028. Since this new ASU addresses only disclosures, the Company does not expect its adoption to have any material effects on its financial condition, results of operations or cash flows. The Company is currently evaluating the new disclosures that will be required upon adoption of ASU 2024-03.
2. Inventory
The Company’s inventories consist almost entirely of finished goods inventory, with a very limited amount of work-in-process inventory. The cost of all inventories is determined by the moving average cost method. The Company includes all material charges directly incurred in bringing inventory to its existing condition and location, including the cost of inbound freight, volume incentives, inventory adjustments, tariffs, duties and other import fees. The Company evaluates its inventory value at the end of each quarter to ensure that inventory, when viewed by category, is carried at the lower-of-cost-or-net-realizable-value (“LCNRV”), which also considers items that may be considered damaged, excess, and obsolete inventory. As of March 29, 2025 and December 28, 2024, the carrying values of the Company’s inventory reported on its consolidated balance sheets did not reflect any adjustments for LCNRV matters.
Substantially all of the amount reported in Cost of products sold on the Company’s consolidated statement of operations is composed of costs incurred to purchase inventory that is subsequently resold to customers, including costs related to import duties and tariffs. Import duties and tariffs are not typically passed through to customers as separately billed charges. Certain import duties are classified by the U.S. Department of Commerce (the “Commerce Department”) as “antidumping or countervailing duties,” and these duties may be subject to periodic review and adjustments by the Commerce Department through a process known as a trade remedy administrative review, which can result in both retroactive and prospective adjustments to duty rates. At the time of importation, the Company tenders antidumping duty and countervailing duty cash deposits (as use of that term has been defined by the Commerce Department) to the U.S. Customs and Border Protection (“U.S. Customs”) and accounts for duties and tariffs based on the then-current rates in effect, and records any retroactive adjustments in the period in which U.S. Customs determines final duty rates at the time entries subject to antidumping and countervailing duties liquidate (as use of that term has been defined by the Commerce Department), typically through the resolution of a trade remedy administrative review proceeding.
6
During the three fiscal months ended March 29, 2025 and March 30, 2024, the Company recognized refunds of $2.4 million and $16.9 million, respectively, plus interest of $0.5 million and $2.0 million, respectively, related to retroactive adjustments associated with certain antidumping duties for imported wood moulding and millwork products. The antidumping duty cash deposits were originally paid and accounted for by the Company in prior reporting periods at the then-current rates. Impacted inventories have since been sold. These adjustment amounts are reflected in Cost of products sold and Interest expense, net, respectively, on the Company’s unaudited condensed consolidated statements of operations for the three fiscal months ended March 29, 2025 and March 30, 2024. See Note 8, Commitments and Contingencies, for disclosure concerning another matter related to import duties.
3. Goodwill and Intangible Assets, net
During the fiscal quarter ended March 29, 2025, the only change to the carrying values of the Company’s Goodwill and Intangible assets, net, was the scheduled amortization of intangible assets, all of which have definite lives. Amortization expense for intangible assets was $1.0 million and $1.0 million for the three -month fiscal quarter ended March 29, 2025 and March 30, 2024, respectively.
Goodwill is not subject to amortization but must be tested for impairment at least annually, or more frequently if circumstances indicate an impairment may have occurred. The Company consists of one reporting unit, and any impairment assessment requires the Company to determine if the fair value of the reporting unit’s goodwill is less than its carrying amount. The Company tests goodwill for impairment during the fourth quarter of each fiscal year. In addition, the Company 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.
4. Revenue Recognition
The following table presents the Company’s revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenues.
| Three Fiscal Months Ended | |||||||||||||||||||||||
| Product type | March 29, 2025 | March 30, 2024 | |||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Specialty products | $ | $ | |||||||||||||||||||||
| Structural products | |||||||||||||||||||||||
| Total net sales | $ | $ | |||||||||||||||||||||
The following table presents the Company’s revenues disaggregated by sales channel. Warehouse sales are delivered from the Company’s warehouses. Reload sales are similar to warehouse sales but are shipped from non-warehouse locations, most of which are operated by third parties, where the Company stores owned products to enhance operating efficiencies. The reload channel is employed primarily to service strategic customers that are less economical to service from Company warehouses, and to distribute large volumes of imported products from port facilities. Direct sales are shipped from the manufacturer to the customer and therefore the Company does not take physical possession of the inventory and, as a result, typically generate lower margins than the warehouse and reload distribution channels. The direct distribution channel requires the lowest amount of committed capital and fixed costs.
7
| Three Fiscal Months Ended | |||||||||||||||||||||||
| Sales channel | March 29, 2025 | March 30, 2024 | |||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Warehouse and reload | $ | $ | |||||||||||||||||||||
| Direct | |||||||||||||||||||||||
| Customer discounts and rebates | ( | ( | |||||||||||||||||||||
| Total net sales | $ | $ | |||||||||||||||||||||
The Company generally expenses sales commissions when incurred because the amortization period would typically be one year or less. These costs are recorded within SG&A expense.
The Company has made an accounting policy election to treat outbound shipping and handling activities as an SG&A expense. Shipping and handling costs include amounts related to the administration of the Company’s logistical infrastructure, handling of material in its warehouses, and amounts pertaining to the delivery of products to customers, such as fuel and maintenance costs for mobile fleet, wages for drivers, and third-party freight charges. These expenses were $39.4 million and $38.2 million, respectively, for the fiscal quarters ended March 29, 2025 and March 30, 2024.
Performance obligations in contracts with customers generally consist solely of delivery of goods.
5. Debt and Finance Lease Obligations
As of March 29, 2025 and December 28, 2024, debt and finance lease obligations consisted of the following:
| As of | |||||||||||
| March 29, 2025 | December 28, 2024 | ||||||||||
| (In thousands) | |||||||||||
Senior Secured Notes (“2029 Notes”) (1) | $ | $ | |||||||||
Revolving Credit Facility (2) | |||||||||||
| Unamortized debt issuance costs | ( | ( | |||||||||
| Unamortized bond discount costs | ( | ( | |||||||||
Finance lease obligations (3) | |||||||||||
| Less: current portion of finance lease obligations | |||||||||||
| Total debt and finance leases, net of current portions | |||||||||||
(1) As of March 29, 2025 and December 28, 2024, long-term debt was comprised of $300 295.4 million and $295.1 million as of March 29, 2025 and December 28, 2024, respectively. This balance sheet presentation is net of unamortized discount of $2.4 million and $2.5 million, respectively, and unamortized debt issuance costs of $2.2 million and $2.4 million, respectively, as of March 29, 2025 and December 28, 2024. The Senior Secured Notes are presented in this table at their face value.
(2) Available borrowing capacity under the Revolving Credit Facility was $346.2
(3) Refer to Note 7, Leases, for interest rates associated with finance lease obligations. Amounts on this line include $125.1 million and $125.1 million as of March 29, 2025 and December 28, 2024, respectively, for sale-leasebacks of real estate in fiscal 2019 and fiscal 2020 that did not qualify for sale treatment for accounting purposes.
Interest expense, net on the Company’s unaudited condensed consolidated statements of operations consisted of the following components:
8
| Three Fiscal Months Ended | |||||||||||||||||||||||
| March 29, 2025 | March 30, 2024 | ||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Interest expense | $ | $ | |||||||||||||||||||||
| Less: Interest income | |||||||||||||||||||||||
| Interest expense, net | $ | $ | |||||||||||||||||||||
Interest expense for the reporting periods presented in the above table primarily reflects interest expense for the 2029 Notes, interest expense on finance lease obligations, certain ongoing fees for the Revolving Credit Facility that are classified as interest expense, amortization of debt issuance costs for the 2029 Notes and Revolving Credit Facility, and amortization of original-issue bond discount on the 2029 Notes. Total amortization of debt issuance costs and bond discount costs was $0.3 million and $0.3 million for the three fiscal months ended March 29, 2025 and March 30, 2024, respectively. Interest expense for the three fiscal months ended March 30, 2024 also included $1.6 million for estimated interest expense related to import duties that the Company believes it may owe (see Note 8, Commitments and Contingencies).
Interest income for the reporting periods presented in the above table primarily reflects interest earned on the Company’s cash and cash equivalents. Interest income for the three fiscal months ended March 29, 2025 and March 30, 2024 also included $0.5 million and $2.0 million, respectively, on refunds received from U.S. Customs for anti-dumping import duties (see Note 2, Inventory).
2029 Notes
Interest expense, excluding amortization of debt issuance costs and bond discount, for the 2029 Notes totaled $4.5 million and $4.5 million for the three fiscal months ended March 29, 2025 and March 30, 2024, respectively. The 2029 Notes pay interest at a fixed annual rate of 6.0 % through maturity.
Revolving Credit Facility
As of March 29, 2025 and December 28, 2024, the Company had zero 346.2 795.2 million and $851.8 million as of March 29, 2025 and December 28, 2024, respectively.
Debt Covenants
The Revolving Credit Facility and the 2029 Notes contain various covenants and restrictions, including customary financial covenants. The Company was in compliance with all such covenants as of March 29, 2025 and December 28, 2024. The Company’s right to make draws on the Revolving Credit Facility may be conditioned upon, among other things, compliance with these covenants. These covenants also limit the Company’s ability to, among other things: incur additional debt; grant liens on assets; make investments; repurchase stock; pay dividends and make distributions; sell or acquire assets, including certain real estate assets, outside the ordinary course of business; engage in transactions with affiliates; and make fundamental business changes.
Finance Lease Obligations
6. Share-Based Compensation
During the three fiscal months ended March 29, 2025 and March 30, 2024, the Company incurred stock compensation expense of $2.5 million and $2.4 million, respectively.
9
During the three fiscal months ended March 29, 2025, the Company issued new grants of 46,662 restricted stock units (“RSUs”) with a total grant-date fair value of $4.3 million. These new RSU grants are scheduled to vest in either one year or three years , depending on the terms of each grant. Each RSU grant will potentially result in the future issuance of one share of the Company’s common stock if the vesting conditions are satisfied.
Under the 2021 BlueLinx Holdings, Inc. 2021 Long-Term Incentive Plan as of March 29, 2025, a net of 496,567 shares of the Company’s common stock remain available for future issuances of equity-based compensation awards.
7. Leases
The Company has operating and finance leases for certain of its distribution facilities, office space, land, mobile fleet, and equipment. Many of these leases are non-cancelable and typically have a defined initial lease term, and some provide options to renew at the Company’s election for specified periods of time. The majority of these leases have remaining lease terms of to 15 one or more options to extend the leases for typically five years
The Company determines if an arrangement is a lease at inception and assesses 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 Company’s consolidated balance sheets. Finance lease ROU assets are included in property and equipment and the finance lease obligations are presented separately in the Company’s consolidated balance sheets. When a lease does not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of future payments. The Company has also made the accounting policy election to not separate lease components from non-lease components related to the mobile fleet asset class.
The Company’s finance lease liabilities consist of leases related to equipment and vehicles, and real estate. A majority of the Company’s finance leases relate to real estate. During fiscal 2017 and fiscal 2018, the Company entered into real estate financing transactions on certain of its warehouse facilities. These transactions were completed pursuant to sale-leaseback arrangements, and upon their completion, the Company entered into long-term leases on the properties having renewal options. The Company accounted for these transactions in accordance with the ASC 840, Leases, which was the lease accounting standard in effect for the Company at the inception of these arrangements. The Company recorded these transactions as finance lease liabilities on its consolidated balance sheet. Gains on these sale-leaseback transactions were deferred and are being recognized into the Company’s earnings. As of March 29, 2025 and December 28, 2024, the remaining unrecognized deferred gains related to these transactions were $66.2 million and $67.2 million, respectively, and these deferred gains are being recognized in earning on a straight-line basis. During the three fiscal months ended March 29, 2025 and March 30, 2024, the Company recognized $1.0 million and $1.0 million, respectively, of these deferred gains in each fiscal quarter.
The following table presents the assets and liabilities related to the Company’s leases as of March 29, 2025 and December 28, 2024:
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| As of | ||||||||||||||
| Lease Assets and Liabilities | March 29, 2025 | December 28, 2024 | ||||||||||||
| (In thousands) | ||||||||||||||
| Assets | Classification | |||||||||||||
| Operating lease right-of-use assets | Operating lease right-of-use assets | $ | $ | |||||||||||
Finance lease right-of-use assets (1) | ||||||||||||||
| Total lease right-of-use assets | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||
| Current portion: | ||||||||||||||
| Operating lease liabilities | Operating lease liabilities - current | $ | $ | |||||||||||
| Finance lease liabilities | Finance lease liabilities - current | |||||||||||||
| Non-current portion: | ||||||||||||||
| Operating lease liabilities | Operating lease liabilities - noncurrent | |||||||||||||
| Finance lease liabilities | Finance lease liabilities - noncurrent | |||||||||||||
| Total lease liabilities | $ | $ | ||||||||||||
(1) Finance lease right-of-use assets are presented net of accumulated amortization of $103.7 million and $112.3 million as of March 29, 2025 and December 28, 2024, respectively.
The components of lease expense were as follows:
| Three Fiscal Months Ended | |||||||||||||||||||||||
| Components of lease expense | March 29, 2025 | March 30, 2024 | |||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Operating lease expense: | |||||||||||||||||||||||
| Operating lease expense before sublease income | $ | $ | |||||||||||||||||||||
| Sublease income | ( | ( | |||||||||||||||||||||
| Operating lease expense | $ | $ | |||||||||||||||||||||
| Finance lease expense: | |||||||||||||||||||||||
| Amortization of right-of-use assets | $ | $ | |||||||||||||||||||||
| Interest on lease liabilities | |||||||||||||||||||||||
| Total finance lease expense | $ | $ | |||||||||||||||||||||
Supplemental cash flow information related to leases is as follows:
| Three Fiscal Months Ended | |||||||||||||||||||||||
| March 29, 2025 | March 30, 2024 | ||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||||||||||||||
| Operating cash flows, operating leases | $ | $ | |||||||||||||||||||||
| Operating cash flows, finance leases | $ | $ | |||||||||||||||||||||
| Financing cash flows, finance leases | $ | $ | |||||||||||||||||||||
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Non-cash supplemental cash flow information related to leases is as follows:
| Three Fiscal Months Ended | |||||||||||||||||||||||
| Non-cash information | March 29, 2025 | March 30, 2024 | |||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Right-of-use assets obtained in exchange for lease obligations: | |||||||||||||||||||||||
| Operating leases | $ | $ | |||||||||||||||||||||
| Finance leases | $ | $ | |||||||||||||||||||||
Supplemental balance sheet information related to leases is as follows:
| As of | |||||||||||
| Balance Sheet Information | March 29, 2025 | December 28, 2024 | |||||||||
| ($ in thousands) | |||||||||||
| Finance leases | |||||||||||
| Property and equipment | $ | $ | |||||||||
| Accumulated depreciation | ( | ( | |||||||||
| $ | $ | ||||||||||
| Weighted Average Remaining Lease Term (in years) | |||||||||||
| Operating leases | |||||||||||
| Finance leases | |||||||||||
| Weighted Average Discount Rate | |||||||||||
| Operating leases | % | % | |||||||||
| Finance leases | % | % | |||||||||
The major categories of the Company’s obligations under finance leases as of March 29, 2025 and December 28, 2024 were as follows:
| As of | |||||||||||
| March 29, 2025 | December 28, 2024 | ||||||||||
| Category: | (In thousands) | ||||||||||
| Equipment and vehicles | $ | $ | |||||||||
Real estate(1) | |||||||||||
| Total finance leases | $ | $ | |||||||||
(1)Amounts include $125.1 million and $125.1 million as of March 29, 2025 and December 28, 2024, respectively, for sale-leasebacks of real estate in fiscal 2019 and fiscal 2020 that did not qualify for sale treatment for accounting purposes.
Below is a summary of undiscounted finance and operating lease liabilities that have initial terms in excess of one year as of March 29, 2025. The table also includes a reconciliation of the future undiscounted cash flows to the present value of the finance and operating lease liabilities included in the unaudited condensed consolidated balance sheet, including options to extend lease terms that are reasonably certain of being exercised.
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| Fiscal Year: | Operating Leases | Finance Leases | |||||||||
| (In thousands) | |||||||||||
| 2025 (remainder of fiscal year) | $ | $ | |||||||||
| 2026 | |||||||||||
| 2027 | |||||||||||
| 2028 | |||||||||||
| 2029 | |||||||||||
| Thereafter | |||||||||||
| Total lease payments | $ | $ | |||||||||
| Less: imputed interest | ( | ( | |||||||||
| Total | $ | $ | |||||||||
8. Commitments and Contingencies
Regulatory Matters
Government and regulatory agencies may have the ability to conduct routine audits and periodic examinations of, and administrative proceedings regarding, the Company’s business operations. As previously disclosed, U.S. Customs gathered initial information from the Company under routine audit procedures, and the information indicated that the Company potentially underpaid duties in prior periods arising from certain classification discrepancies for products imported into the United States as separately entered shipments. In working with U.S. Customs, the Company has exercised reasonable care to address this matter in an equitable and expeditious manner through the filing of a prior disclosure submission with U.S. Customs. As of March 29, 2025, the Company estimates that it will be required to pay approximately $8.0 million, excluding any interest. This amount is reflected in Other current liabilities on the Company’s unaudited condensed consolidated balance sheet as of March 29, 2025. On the Company’s unaudited condensed consolidated statements of operations, expense of $10.4 million, excluding interest, was recognized for this matter in the three fiscal months ended March 30, 2024, respectively, within Cost of products sold. See Note 2, Inventory, for disclosure concerning another matter related to import duties.
In addition, U.S. Customs has issued proposed notices of action to the Company, asking for confirmation that certain plywood products the Company imported into the United States originated from Vietnam and Indonesia, respectively, as opposed to China. The Company is in the process of providing responses to U.S. Customs and believes that the information it has provided, and will be providing, support the declared origins of the plywood. But, if the government disagrees and determines the plywood originated from China, the Company believes it is reasonably possible that it could be responsible for additional duties on the entries identified by U.S. Customs that could range from zero to $22 million.
Environmental Matters
From time to time, the Company may be involved in proceedings involving various environmental and pollution control laws and regulations in the jurisdictions in which it operates. When the Company believes it has material financial exposure to these matters, it estimates and recognizes adequate liabilities and, if applicable, also timely records any expected recoveries from insurance coverages or subrogation in accordance with GAAP. Such liabilities, when recorded, may or may not be discounted, as required or permitted by GAAP. Based on presently available information, the Company had no material obligations for environmental matters as of March 29, 2025 or December 28, 2024.
Collective Bargaining Agreements
As of March 29, 2025, approximately 19.7 % of the Company’s employees were represented by various local labor unions with terms and conditions of employment governed by collective bargaining agreements (“CBAs”). Five CBAs covering approximately 5.0 % of the Company’s employees are up for renewal during the remainder of fiscal 2025, of which one is currently under negotiations and the other four are expected to be renegotiated before their renewal dates.
9. Income Taxes
Effective Income Tax Rate
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The Company’s effective income tax rates for the three fiscal months ended March 29, 2025 and March 30, 2024 were 32.3 % and 24.1 %, respectively.
The Company’s effective income tax rates for the three fiscal months ended March 29, 2025 and March 30, 2024 were impacted by the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation for the quarterly periods, as well as adjustments to deferred income tax assets related to stock-based compensation. The Company’s effective income tax rates for the three fiscal months ended March 30, 2024 was also impacted by an adjustment to deferred income tax assets related to the partial release of a state income tax valuation allowance.
For fiscal 2025, the Company currently estimates that its annual effective income tax rate will be approximately 27 %.
For additional information about the Company’s income taxes, see Note 7, Income Taxes, to the consolidated financial statements included in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024.
10. Earnings Per Share and Stockholders' Equity
The Company calculates basic earnings per share by dividing net income for the period by the weighted average number of common shares outstanding for the period. For rounding purposes when calculating earnings per share, the Company’s policy is to round down to the whole cent.
Diluted earnings per share are calculated using the treasury stock method whereby net income for the period is divided by the weighted average number of common shares outstanding for the period plus the dilutive effect, if any, of shares of stock associated with unvested share-based grants. However, for performance-based share-based grants, the dilutive effect is included only for grants where the performance goals have been achieved.
The reconciliations of basic net income and diluted earnings per common share for the three fiscal months ended March 29, 2025 and March 30, 2024 are as follows:
| Three Fiscal Months Ended | |||||||||||||||||||||||
| March 29, 2025 | March 30, 2024 | ||||||||||||||||||||||
| Net income (in thousands) | $ | $ | |||||||||||||||||||||
| Weighted-average shares outstanding - Basic | |||||||||||||||||||||||
| Dilutive effect of share-based awards | |||||||||||||||||||||||
| Weighted-average shares outstanding - Diluted | |||||||||||||||||||||||
| Basic earnings per share | $ | $ | |||||||||||||||||||||
| Diluted earnings per share | $ | $ | |||||||||||||||||||||
For the fiscal quarters ended March 29, 2025 and March 30, 2024, weighted-average unvested time-based restricted stock units (“RSUs”) totaling 24,089 and 486 , respectively, were not included in the dilutive effect of share-based awards for the respective periods because their effects were antidilutive. The unvested time-based RSUs were antidilutive based on their remaining unearned compensation amounts and the Company’s average stock price during the respective period. Additionally, as of March 29, 2025 and March 30, 2024, a total of 127,174 and 113,208 , respectively, of unvested performance-based RSUs were outstanding but not included in the computation of diluted earnings per share. The unvested performance-based RSUs were excluded because their performance metrics had not been achieved as of the end of the respective reporting period and thus they were not tested for dilution under the treasury stock method. Each RSU is composed of one unvested share of the Company’s common stock and any outstanding RSUs dilutive effect could change in future reporting periods.
Repurchases of Common Stock
On October 31, 2023, the Company’s board of directors authorized a share repurchase program for $100 million. Under this share repurchase program, the Company may repurchase its common stock from time to time, without prior notice, subject to prevailing market conditions and other considerations. Repurchases may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, accelerated share repurchase programs, tender offers or pursuant to a trading plan that may be adopted in accordance with the Securities and Exchange Commission Rule 10b5-1.
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During the three fiscal months ended March 29, 2025, the Company repurchased 186,048 shares of its common stock at a weighted-average average price of $80.65 including broker commissions but excluding federal excise tax on the repurchases, for a total of $15.0 million. These amounts are based on trade date activity, while the amounts reported on the Company’s consolidated statements of cash flows for share repurchases are based on settlement date activity. As of March 29, 2025, there remained $31.5 million repurchase capacity under the authorization approved October 31, 2023.
Between March 29, 2025 and April 25, 2025, the Company purchased an additional 142,500 shares of its common stock for $10.3 million at a weighted-average share price of $72.18 per share, including broker commissions but excluding federal excise tax due on the repurchases.
11. Fair Value
As of March 29, 2025 and December 28, 2024, the Company had no assets or liabilities for which the carrying value is remeasured to fair value at the end of each reporting period. The Company has not elected the fair value reporting option for any of its financial instruments.
Fair Value Disclosures
The fair value of cash, cash equivalents, accounts receivable, accounts payable and accrued liabilities, to the extent the underlying liability will be settled in cash, approximates the carrying values because of the short-term nature of these instruments.
Debt
The estimated fair value of the Company’s 2029 Notes was determined based on Level 2 input using observable market prices in less active markets, as presented below:
| As of | |||||||||||||||||||||||
| March 29, 2025 | December 28, 2024 | ||||||||||||||||||||||
Carrying Value(1) | Fair Value | Carrying Value(1) | Fair Value | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| 2029 Notes | $ | $ | $ | $ | |||||||||||||||||||
(1) The $300 million obligation for the 2029 Notes is presented on the Company’s consolidated balance sheets net of unamortized debt issuance costs and discount. See Note 5, Debt and Finance Lease Obligations.
12. Segment Reporting
The Company has one reportable segment: building products. The segment sells building products that are grouped into two primary categories: specialty products and structural products. The Company’s CODM is its chief executive officer (CEO). The Company derives substantially all of its revenues from the United States and all of the Company’s assets are located in the United States. The measure of segment assets is reported on the Company’s balance sheet as total consolidated assets. The segment’s accounting policies are the same as the accounting policies for the Company, as described in Note 1, Summary of Significant Accounting Policies, in Part II, Item 8 of the Company’s most recent Annual Report on Form 10-K.
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The CODM’s method under GAAP that is used to assess performance and allocate resources is based on Net income as reported on the Company’s consolidated statement of operations. The following table presents information about Net income and significant expenses that are regularly reviewed by the Company’s CODM:
| Three Fiscal Months Ended | ||||||||||||||||||||||||||||||||
| March 29, 2025 | March 30, 2024 | |||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||
| Net sales | $ | $ | ||||||||||||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||||||||
| Cost of specialty products sold | ||||||||||||||||||||||||||||||||
| Cost of structural products sold | ||||||||||||||||||||||||||||||||
| SG&A - delivery and logistics | ||||||||||||||||||||||||||||||||
| SG&A - sales | ||||||||||||||||||||||||||||||||
| SG&A - all other | ||||||||||||||||||||||||||||||||
| Depreciation of property and equipment | ||||||||||||||||||||||||||||||||
| Amortization of definite-lived intangible assets | ||||||||||||||||||||||||||||||||
| Amortization of deferred gains on real estate | ( | ( | ||||||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||||||||
| Interest income | ( | ( | ||||||||||||||||||||||||||||||
| Other, net | ( | |||||||||||||||||||||||||||||||
| Provision for income taxes | ||||||||||||||||||||||||||||||||
| Total segment expenses | ||||||||||||||||||||||||||||||||
| Segment net income | ||||||||||||||||||||||||||||||||
| Reconciliation of profit or loss: | ||||||||||||||||||||||||||||||||
| Adjustments and reconciling items | ||||||||||||||||||||||||||||||||
| Consolidated net income | $ | $ | ||||||||||||||||||||||||||||||
During the first quarter of fiscal 2025, the Company settled certain of the initial insurance claims related to property and equipment that was damaged or destroyed at its Erwin, Tennessee owned facility in late third quarter of fiscal 2024 by Hurricane Helene. The Company received insurance proceeds that exceeded the carrying values of the damaged or destroyed assets by $2.4 million and this amount is included in Other, net on the Company’s unaudited condensed consolidated statement of operations for the first quarter of fiscal 2025.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Concerning Forward-Looking Statements
This Quarterly Report on Form 10-Q (“Quarterly Report” or “Form 10-Q”) contains forward-looking statements. Forward-looking statements include, without limitation, any statements that predict, forecast, indicate or imply future results, performance, liquidity levels or achievements, and may contain the words “believe,” “anticipate,” “could,” “expect,” “estimate,” “intend,” “may,” “project,” “plan,” “should,” “will,” “will be,” “will likely continue,” “will likely result” “would,” or words or phrases of similar meaning. 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. The forward-looking statements in this report include, without limitation, statements about anticipated effects of adopting certain accounting standards; estimated future annual amortization expense; estimates made in connection with revenue recognition; the expected outcome of legal proceedings; the expected outcome of government and regulatory proceedings; industry conditions; seasonality; liquidity and capital resources; our confidence in the Company’s long-term growth strategy; our areas of focus and management initiatives; the demand outlook for construction materials and expectations regarding new home construction, repair and remodel activity and continued investment in existing and new homes; our positioning for long-term value creation; our efforts and ability to generate profitable growth; our ability to increase net sales in specialty product categories; our ability to generate profits and cash from sales of specialty products; our ability to effectively manage inventory; our ability to manage our lease commitments; our ability to negotiate collective bargaining agreements; our multi-year capital allocation plans; our ability to manage volatility in wood-based commodities; our improvement in execution and productivity; our efforts and ability to maintain a disciplined capital structure and capital allocation strategy; our ability to maintain a strong balance sheet; our ability to focus on operating improvement initiatives and commercial excellence; and whether or not the Company will continue any share repurchases.
These risks and uncertainties also include those discussed under the heading “Risk Factors” in Part II, Item 1A of this Form 10-Q, under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 28, 2024, those discussed elsewhere in this Form 10-Q, 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. 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.
The following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information included in this Form 10-Q and in our Annual Report on Form 10-K for fiscal year 2024.
In addition to historical information, the following discussion and other parts of this Form 10-Q contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by this forward-looking information due to the factors discussed under Part II, Item 1A “Risk Factors” in this Form 10-Q, under Part I, Item 1A “Risk Factors” in our Form 10-K for fiscal 2024, and under “Cautionary Statement Concerning Forward-Looking Statements” in Item 2 of this Form 10-Q.
Our Strategy
We remain committed to driving a culture of profitable growth within new and existing product lines and geographies, while positioning the Company for long-term value creation. The following initiatives represent key areas of our management team’s focus:
1.Grow our higher-margin specialty product categories. We continue to pursue a revenue mix weighted toward higher-margin, specialty product categories such as engineered wood, siding, millwork, outdoor living, specialty lumber and panels, and industrial products. Additionally, we are expanding our value-added service offerings designed to simplify complex customer sourcing requirements.
2.Increase share gain in local and national markets. We continue to pursue multi-family project growth, expand our product lines with key national accounts, expand branded product lines into new geographic markets, and launch new
17
product lines. With our expanded product categories, and our strategic vendor relationships, we seek to be an extension of our customers’ business in a scalable way.
3.Foster a performance-driven culture committed to business excellence and profitable growth to be the provider of choice for both suppliers and customers. We seek to improve the customer experience through enhanced tools, value-added services, and technology enablement, accelerating organic growth within specific product and solutions offerings where we are uniquely advantaged, increase our performance by leveraging our scale and national footprint together with pricing, operational and procurement capabilities, and deploy capital to drive sustained margin expansion, grow cash flow and maintain continued profitable growth.
4.Maintain a disciplined capital structure and pursue strategic investments that increase the value of the Company. We continue to strategically target acquisition opportunities that grow our higher-margin specialty products business, expand our geographic reach, or complement our existing capabilities. We also continue to evaluate and identify additional markets that are potential opportunities for new market development. We further seek to maintain a disciplined capital structure while at the same time investing in our business to modernize our distribution facilities, as well as our tractor and trailer fleet, and to improve operational performance. During the three fiscal months ended March 29, 2025, we engaged in the following transactions:
•Used cash of $5.9 million and entered into $28.1 million of finance leases to enhance our facilities and fleet.
•Returned capital of $15.0 million to our shareholders by using cash to purchase 186,048 shares of our common stock at an average price of $80.62, excluding broker commissions and excise tax.
Our culture is guided by an unwavering commitment to apply our values to every decision we make and every action we take:
•Customer Centric - We put our customers first, so we are customer centric in all that we do.
•Integrity - We act with integrity, because doing the right thing is critical to our success.
•Respect - We treat everyone with dignity and respect.
•Grit - We show grit in the face of changing landscapes.
•Collaboration - We collaborate with each other and our customers to build great teams and construct innovative solutions.
Factors That Affect Our Operating Results and Trends
Our results of operations and financial performance are influenced by a variety of factors, including the following: adverse housing market conditions; consolidation among competitors, suppliers, and customers; escalating changes in retaliatory trade policies of the United States and other countries; our dependence on international suppliers and manufacturers for certain products and related exposure to risks of new or increased tariffs and other risks that could affect our financial condition; pricing and product cost variability; disintermediation risk; volumes of product sold; competition; the cyclical nature of the industry in which we operate; loss of products or key suppliers and manufacturers; information technology security risks and business interruption risks; effective inventory management relative to our sales volume or the prices of the products we produce; the ability to attract, train, and retain highly qualified associates and other key personnel while controlling related labor costs; potential acquisitions and the integration and completion of such acquisitions; business disruptions; exposure to product liability and other claims and legal proceedings related to our business and the products we distribute; natural disasters, catastrophes, fire, wars or other unexpected events; the impacts of climate change; 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; the effects of epidemics, global pandemics or other widespread public health crises and governmental rules and regulations; fluctuations in our operating results; our level of indebtedness and our ability to incur additional debt to fund future needs; the covenants of the instruments governing our indebtedness limiting the discretion of our management in operating the business; the potential to incur more debt; the fact that we have consummated certain sale leaseback transactions with resulting long-term non-cancelable leases, many of which are or will be finance leases; 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; inability to raise funds necessary to finance a required repurchase of our senior secured notes; a lowering or withdrawal of debt ratings; changes in our product mix; increases in fuel and other energy prices or availability of third-part freight providers; changes in insurance-related deductible/retention liabilities based on actual loss development experience; 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 risk that our cash flows and capital resources may be insufficient to service our existing or future indebtedness; interest rate risk, which could cause our debt service obligations to increase; and changes
18
in, or interpretation of, accounting principles. These factors, and the related trends and uncertainties, have historically produced cyclicality in our results of operations, and we expect this cyclicality to continue in future periods.
For more information on the risk factors impacting our business, refer to Part II, Item 1A, Risk Factors, in this Form 10-Q and to Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year 2024.
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Results of Operations
Our results of operations for the three fiscal months ended March 29, 2025 (“first quarter of fiscal 2025”) and for the three fiscal months ended March 30, 2024 (“first quarter of fiscal 2024”) were as follows:
| Three Fiscal Months Ended March 29, 2025 | % of Net Sales | Three Fiscal Months Ended March 30, 2024 | % of Net Sales | ||||||||||||||||||||
| ($ amounts in thousands) | |||||||||||||||||||||||
| Net sales | $ | 709,226 | $ | 726,244 | |||||||||||||||||||
| Gross profit | 111,129 | 15.7% | 127,681 | 17.6% | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Selling, general, and administrative | 94,093 | 13.3% | 91,250 | 12.6% | |||||||||||||||||||
| Depreciation and amortization | 9,554 | 1.3% | 9,433 | 1.3% | |||||||||||||||||||
| Amortization of deferred gains on real estate | (984) | (0.1)% | (984) | (0.1)% | |||||||||||||||||||
| Other, net | (2,258) | (0.3)% | 314 | —% | |||||||||||||||||||
| Operating income | 10,724 | 1.5% | 27,668 | 3.8% | |||||||||||||||||||
| Interest expense, net | 6,580 | 0.9% | 4,624 | 0.6% | |||||||||||||||||||
| Income before provision for income taxes | 4,144 | 0.6% | 23,044 | 3.2% | |||||||||||||||||||
| Provision for income taxes | 1,339 | 0.2% | 5,552 | 0.8% | |||||||||||||||||||
| Net income | $ | 2,805 | 0.4% | $ | 17,492 | 2.4% | |||||||||||||||||
The following table sets forth net sales by product category and percentage of total net sales by product category:
| Three Fiscal Months Ended | |||||||||||||||||||||||||||||
| March 29, 2025 | March 30, 2024 | ||||||||||||||||||||||||||||
| Net sales by product category | ($ amounts in thousands) | ||||||||||||||||||||||||||||
| Specialty products | $ | 479,387 | 68% | $ | 503,834 | 69% | |||||||||||||||||||||||
| Structural products | 229,839 | 32% | 222,410 | 31% | |||||||||||||||||||||||||
| Total net sales | $ | 709,226 | 100% | $ | 726,244 | 100% | |||||||||||||||||||||||
The following table sets forth gross profit and gross margin percentages by product category:
| Three Fiscal Months Ended | |||||||||||||||||||||||
| March 29, 2025 | March 30, 2024 | ||||||||||||||||||||||
| Gross profit by product category: | ($ amounts in thousands) | ||||||||||||||||||||||
| Specialty products | $ | 89,778 | $ | 104,049 | |||||||||||||||||||
| Structural products | 21,351 | 23,632 | |||||||||||||||||||||
| Total gross profit | $ | 111,129 | $ | 127,681 | |||||||||||||||||||
| Gross margin % by product category: | |||||||||||||||||||||||
| Specialty products | 18.7 | % | 20.7 | % | |||||||||||||||||||
| Structural products | 9.3 | % | 10.6 | % | |||||||||||||||||||
| Company gross margin % | 15.7 | % | 17.6 | % | |||||||||||||||||||
20
First Quarter of Fiscal 2025 Compared to First Quarter of Fiscal 2024
For the first quarter of fiscal 2025, the Company’s consolidated net sales were $709.2 million, a decrease of $17.0 million, or 2.3%, compared to the first quarter of fiscal 2024.
•The decrease in net sales in the current fiscal quarter was attributable to overall lower volume and pricing for specialty products, partially offset by overall higher volume and pricing for structural products.
•In both quarterly periods, we believe that inclement weather in certain regions of the U.S. negatively impacted volumes.
•Compared to the first quarter of 2024, average commodity prices in U.S. markets during the first quarter of 2025 for lumber were up 13% and down 13% for panels.
The Company’s gross profit for the first quarter of fiscal 2025 decreased by $16.6 million to $111.1 million from $127.7 million in the prior year quarter.
•This decrease in gross profit in the current fiscal quarter was attributable to both specialty and structural products.
•Gross margin percentage for the Company decreased from 17.6% to 15.7% in the current fiscal quarter, also attributable to both structural products and specialty products.
•The Company’s gross profit and gross margin percentage in the first quarter of fiscal 2025 and the first quarter of fiscal 2024 benefited from gross refunds of $2.4 million and $16.9 million (excluding interest), respectively, for changes in retroactive rates for anti-dumping duties (see Note 2, Inventory, to the accompanying unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q). Additionally, our gross profit in the first quarter of fiscal 2024 was negatively impacted by $10.4 million (excluding interest) of expense for classification adjustments related to certain goods imported by the Company (see Note 8, Commitments and Contingencies, to the accompanying unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q). Excluding these items, which are reflected in Costs of products sold on our unaudited condensed consolidated statements of operations, our gross profit for the first quarter of fiscal 2025 and first quarter of fiscal 2024 would have been $108.7 million and $121.2 million, respectively, and gross margin percentage would have been 15.3% and 16.7%, respectively.
Net sales of specialty products, which include products such as engineered wood, siding, millwork, outdoor living, specialty lumber and panels, and industrial products, decreased by $24.4 million, or 4.9%, to $479.4 million in the first quarter of fiscal 2025.
•This decrease in net sales for specialty products in the current fiscal quarter was due to price deflation driven by external market conditions, as well as lower volumes for most categories of specialty products.
•Specialty products gross profit decreased by $14.3 million to $89.8 million in the current fiscal quarter due to the decrease in sales as well as margin compression.
•Specialty products gross margin percentage decreased by 200 basis points to 18.7% compared to 20.7% in the first quarter of fiscal 2024 due to overall decreases in volume and pricing.
•The adjustments related to duty and import matters discussed above at the Company level are all reflected in the operating results for specialty products. First quarter fiscal 2025 results for specialty products include a net benefit of $2.4 million (excluding interest) for refunds due to changes in retroactive rates for anti-dumping duties. The first quarter of fiscal 2024 included a net benefit of $6.5 million (excluding interest), composed of a $16.9 million benefit for refunds due to changes in retroactive rates for anti-dumping duties, partially offset by expenses of $10.4 million for classification adjustments related to certain goods imported by the Company. Excluding these net benefits for both quarterly fiscal periods, specialty products gross margin percentage for first quarter of fiscal 2025 and first quarter of fiscal 2024 would have been 18.2% and 19.4%, respectively, a decrease of 120 basis points.
Net sales of structural products, which includes products such as lumber, panels (including plywood and oriented strand board), rebar, and remesh, increased by $7.4 million, or 3.3%, to $229.8 million in the first quarter of fiscal 2025 compared to the first quarter of fiscal 2024.
•This increase in net sales for structural products in the current fiscal quarter was due to overall increases in lumber pricing, and increased lumber and panel volumes, partially offset by price declines in panels.
•Structural products gross profit decreased by $2.3 million to $21.4 million from $23.6 million in the prior year fiscal quarter. Increased pricing in the current fiscal quarter, was offset by higher Costs of product sold in the current fiscal quarter.
•Structural products gross margin percentage for the first quarter of fiscal 2025 was 9.3% compared to 10.6% in the prior-year fiscal quarter. Costs of products sold increased more than the increase in net sales in the current fiscal quarter.
21
Our selling, general, and administrative (“SG&A”) expenses increased by $2.8 million, or 3.1%, compared to the first quarter of fiscal 2024. This overall increase was due primarily to continuing technology initiatives associated with our digital transformation and also to higher logistics costs.
Depreciation and amortization expense increased 1.3% compared to the first quarter of fiscal 2024 due to a higher base of depreciable assets in the first quarter of fiscal 2025, resulting from our continued focus on strategic capital investment.
Interest expense, net, which includes gross interest expense less interest income, was $6.6 million and $4.6 million in the first quarter of fiscal 2025 and first quarter of fiscal 2024, respectively, resulting in an increase in net interest expense of $2.0 million, or 42.3% in the current fiscal quarter.
•Gross interest expense was $12.1 million and $13.1 million in the first quarter of fiscal 2025 and first quarter of fiscal 2024, respectively. Gross interest expense in the first quarter of fiscal 2024 included $1.6 million of accrued interest expense related to the potential underpayment of duties arising from certain classification discrepancies for products imported into the United States as separately entered shipments (see Note 8, Commitments and Contingencies, to the unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q). Excluding this $1.6 million of interest expense, gross interest expense in the first quarter of fiscal 2024 would have been $11.5 million compared to $12.1 million in the first quarter of fiscal 2025, an increase in the current fiscal quarter of $0.5 million, or 4.7%, compared to the first quarter of fiscal 2024. This $0.5 million increase in the current fiscal quarter was due to additional net finance leases added subsequent to the first quarter of fiscal 2024.
•Interest income was $5.5 million and $8.5 million in the first quarter of fiscal 2025 and first quarter of fiscal 2024, respectively. Interest income in the first quarter of fiscal 2025 and first quarter of fiscal 2024 included $0.5 million and $2.0 million, respectively, related to refunds received due to changes in retroactive rates for anti-dumping duties (see Note 2, Inventory, to the unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q). Excluding these amounts, interest income for the first quarter of fiscal 2025 and first quarter of fiscal 2024 would have been $5.0 million and $6.5 million, respectively, a decrease of $1.5 million in the current fiscal quarter. This $1.5 million decrease in the current fiscal quarter was due to lower average balances for interest-bearing deposits of cash/cash equivalents and due to lower interest rate paid on those deposits in the current fiscal quarter.
During the first quarter of fiscal 2025, we settled certain of the initial insurance claims related to property and equipment that was damaged or destroyed at our Erwin, Tennessee owned facility in late third quarter of fiscal 2024 due to Hurricane Helene. We received insurance proceeds that exceeded the carrying values of the damaged or destroyed assets by $2.4 million and this amount is included in Other, net on our unaudited condensed consolidated statement of operations for the first quarter of fiscal 2025.
Our effective income tax rates were 32.3% and 24.1% for the first quarters of fiscal 2025 and fiscal 2024, respectively. Our effective income tax rates for the first quarters of fiscal 2025 and 2024 were impacted by the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation for the quarterly periods, as well as adjustments to deferred income tax assets related to stock-based compensation. Our effective income tax rate for the first quarter of fiscal 2024 was also impacted by an adjustment to deferred income tax assets related to the partial release of a state income tax valuation allowance. For fiscal 2025, we currently estimate our annual effective income tax rate will be approximately 27%.
Our net income for the first quarter of fiscal 2025 was $2.8 million, or $0.33 per diluted share, versus $17.5 million, or $2.00 per diluted share, in the prior-year fiscal quarter. Decreases in our net income and earnings per diluted share were due primarily to the factors discussed above.
22
Liquidity and Capital Resources
We expect our primary sources of liquidity to be cash flows from sales and operating activities in the normal course of our operations, cash and cash equivalents on hand, and availability from our revolving credit facility, as needed. We expect that these sources will be sufficient to fund our ongoing cash requirements for at least the next 12 months and into the foreseeable future. As of March 29, 2025, we had $449 million of cash and cash equivalents plus $346.2 million of availability on our revolving credit facility.
Senior Secured Notes
In October 2021, we completed the private offering of $300 million of our 6.0% senior secured notes due 2029 (the “2029 Notes”). Interest is payable semi-annually. Our 2029 Notes are scheduled to mature on November 15, 2029, and no principal is due until that time as long as we remain in compliance with the related covenants. As of March 29, 2025, we were in compliance with these covenants.
Revolving Credit Facility
Our existing revolving credit facility (“Revolving Credit Facility”) with Wells Fargo Bank, National Association, as administrative agent (“Agent”), and certain other financial institutions, matures on August 2, 2026, provided we remain in compliance with the related covenants. As of March 29, 2025, we were in compliance with such covenants.
Any outstanding borrowings under our Revolving Credit Facility bear interest at a rate per annum equal to (i) Adjusted Term Secured Overnight Financing Rate (“SOFR”) (calculated as SOFR plus 0.1%) plus a margin ranging from 1.25% to 1.75%, with the margin determined based upon average excess availability for the immediately preceding fiscal quarter for loans based on SOFR, or (ii) the Agent’s base rate (as that term is defined in the agreement for the Revolving Credit Facility) plus a margin ranging from 0.25% to 0.75%, with the margin based upon average excess availability for the immediately preceding fiscal quarter for loans based on the base rate. As of March 29, 2025, this variable interest rate for the Revolving Credit Facility was 5.535%.
Borrowings under our Revolving Credit Facility are subject to availability under the Borrowing Base (as that term is defined in the agreement for the Revolving Credit Facility). The Company is required to repay revolving loans thereunder to the extent that such revolving loans exceed the Borrowing Base then in effect. Our Revolving Credit Facility may be prepaid in whole or in part from time to time without penalty or premium but including all breakage costs incurred by any lender thereunder.
As of March 29, 2025 and December 28, 2024, we had zero outstanding borrowings under our Revolving Credit Facility and available borrowing capacity was $346.2 million, net of undrawn letters of credit. Excess availability, which includes availability under our Revolving Credit Facility plus cash and cash equivalents in qualified accounts, was $795.2 million as of March 29, 2025.
Finance Lease Obligations
Our finance lease obligations consist of leases for real estate, equipment, and vehicles totaling $316.8 million and $292.5 million as of March 29, 2025 and December 28, 2024, respectively. Of the $316.8 million as of March 29, 2025, $242.4 million related to real estate and $74.4 million related to equipment. Of the $292.5 million as of December 28, 2024, $242.8 million related to real estate and $49.8 million related to equipment.
Sources and Uses of Cash
Operating Activities
Net cash used in operating activities for the first three months of fiscal 2025 was $33.9 million compared to net cash used of $31.1 million in the first three months of fiscal 2024. The decrease in cash generated from activities during the first three months of fiscal 2025 was primarily a result of a $14.7 million decrease in net income for the current fiscal quarter, partially offset by a $14.1 million net increase in operating assets and liabilities in the current fiscal quarter.
Investing Activities
Net cash used in investing activities for the first three months of fiscal 2025 was $3.4 million compared to net cash used of $5.3 million in the first three months of fiscal 2024. In the current quarter, we received initial insurance proceeds of $2.4 million
23
related to property and equipment that was damaged or destroyed by Hurricane Helene at our Erwin, Tennessee owned facility back in late third quarter of fiscal 2024. During the first three months of fiscal 2025, we also acquired $28.1 million of property and equipment through finance leases, compared to $8.2 million for the first three months of fiscal 2024.
Financing Activities
Net cash used in financing activities totaled $19.3 million for the first three months of fiscal 2025 compared to net cash used of $4.0 million for the first three months of fiscal 2024. The change in net cash used in financing activities was primarily due to the $15.0 million used to repurchase our common stock during the current fiscal quarter. We had no repurchases of our common stock during the first quarter of fiscal 2024.
Stock Repurchase Program
During the first three months of fiscal 2025, we repurchased 186,048 shares of our common stock under our 2023 share repurchase program at an average price of $80.65, including broker commissions but excluding federal excise tax due on the repurchases, for a total of $15.0 million. As of March 29, 2025, there remained $31.5 million repurchase capacity under this authorization. Between March 29, 2025 and April 25, 2025, we purchased an additional 142,500 shares of our common stock for $10.3 million at an average price of $72.18 per share, including broker commissions but excluding federal excise tax due on the repurchases.
Under the 2023 share repurchase program, we may repurchase our common stock at any time or from time to time, without prior notice, subject to prevailing market conditions and other considerations. Our repurchases may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, accelerated share repurchase programs, tender offers or pursuant to a trading plan that may be adopted in accordance with the Securities and Exchange Commission Rule 10b5-1.
The repurchase dollar amounts noted above are based on trade date activity, while the amounts reported on our consolidated statements of cash flows for share repurchases are based on settlement date activity.
Net Working Capital
Net working capital is an important measurement we use to determine the efficiencies of our operations and our ability to readily convert assets into cash. Net working capital is defined as the sum of accounts receivables and inventory, less accounts payable, each determined in accordance with GAAP and included in our consolidated balance sheets. This metric differs from traditional working capital in that it excludes certain current assets and current liabilities that are reported in our consolidated balance sheets. Net working capital of $462.0 million as of March 29, 2025, compared to $411.5 million as of December 28, 2024, increased on a net basis by approximately $50.5 million, as shown below:
| As of | |||||||||||||||||
| March 29, 2025 | December 28, 2024 | March 30, 2024 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Receivables, less allowance for doubtful accounts | $ | 275,574 | $ | 225,837 | $ | 288,244 | |||||||||||
| Inventories, net | 399,555 | 355,909 | 370,942 | ||||||||||||||
| 675,129 | 581,746 | 659,186 | |||||||||||||||
| Accounts payable | 213,111 | 170,202 | 171,715 | ||||||||||||||
| Net working capital | $ | 462,018 | $ | 411,544 | $ | 487,471 | |||||||||||
Investments in Property and Equipment
Our investments in capital assets consist of cash paid for owned assets and the inception of financing lease arrangements for long-lived assets. The gross value of these assets is included in property and equipment, at cost on our unaudited condensed consolidated balance sheets.
24
For the first three months of fiscal 2025, we invested $6.4 million in long-lived assets primarily related to investments in our fleet and digital transformation and to a lesser extent, facility enhancements. We also added $28.1 million of property and equipment under finance leases during the first three months of fiscal 2025, primarily for new tractors and forklifts to enhance our logistics network.
For the first three months of fiscal 2024, we invested $5.4 million in long-lived assets primarily related to investments in our distribution facilities and upgrading our fleet. We also added $8.2 million in new finance leases during the 2024 fiscal quarter for new forklifts to enhance our logistics network.
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 and estimates from the information provided in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 28, 2024.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to certain market risks as part of our on-going business operations. Our exposure includes commodity price risk and interest rate risk. There have been no material changes to our exposure to market risks from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 28, 2024.
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 interim principal 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 interim principal 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 interim principal financial officer, to allow timely decisions regarding required disclosure.
During the period covered by this report, 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.
25
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are, and from time to time may be, a party to routine legal proceedings incidental to the operation of our business. Except as disclosed in Note 8, Commitments and Contingencies, under Regulatory Matters, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q, the Company does not expect that the outcome of any other pending or threatened proceedings, if determined adversely to the Company, would individually, or taken together, 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 December 28, 2024, other than as set forth below.
Escalating changes in trade policies of the United States and other countries that are beyond our control, including the imposition of new tariffs and the potential renegotiation or termination of existing bilateral or multi-lateral trade agreements, may have a material adverse impact on our business, operating results, and financial condition.
The current domestic and international political environment, including changes to trade laws, regulations and policies with respect to tariffs, sanctions, and import/export controls, has resulted in uncertainty surrounding the future state of the domestic and global economies. The U.S. government recently implemented, or plans to implement, significant trade policy and tariff actions, including but not limited to tariffs on imported lumber and other wood-based commodities, multiple tariffs on certain imports from China, tariffs on certain imports from Canada, and baseline tariffs on most imports from most other countries. These actions have increased, or potentially will increase, the cost of certain raw materials and manufactured components and created significant uncertainty and potential risks for our business. Certain countries have announced retaliatory tariffs in response to such actions. The U.S. government may in the future propose and implement additional changes to international trade agreements, tariffs, taxes, and other government rules and regulations and, if initiated, retaliatory tariffs or other actions may be taken by certain governments. While the future financial impact of these actions and potential additional U.S. tariff actions and retaliatory actions by other countries remains unknown, the impacts could have a material adverse effect on our financial statements in any particular reporting period.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table presents our share repurchase activity for each fiscal month of the fiscal quarter ended March 29, 2025:
| Period | Total Number of Shares Purchased (1) | Average Price Paid per Share(2) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3) | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | |||||||||||||||||||
| December 29 - February 1 | 51 | $ | 105.08 | — | $ | 46,474,962 | |||||||||||||||||
| February 2 - March 1 | 48,107 | $ | 83.98 | 48,107 | $ | 42,436,285 | |||||||||||||||||
| March 2 - March 29 | 144,472 | $ | 79.37 | 137,941 | $ | 31,475,035 | |||||||||||||||||
| Total | 192,630 | 186,048 | |||||||||||||||||||||
(1) Includes shares withheld by us in connection with tax withholding obligations of our employees upon vesting of such employees’ restricted stock unit awards.
(2) Includes broker commissions associated with the repurchases. Excludes federal excise tax incurred under The Inflation Reduction Act of 2022.
(3) On October 31, 2023, our Board of Directors announced a new share repurchase authorization for up to $100 million. As of March 29, 2025, we had a remaining authorization amount of approximately $31.5 million under this program. With the remaining availability under the stock repurchase program, we may repurchase our common stock at any time or from time to time, without prior notice, subject to prevailing market conditions and other considerations. Our repurchases may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, accelerated share repurchase programs, tender offers or pursuant to a trading plan that may be adopted in accordance with the Securities and Exchange Commission Rule 10b5-1.
26
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None of our directors or executive officers adopted terminated
27
ITEM 6. EXHIBITS
| Exhibit Number | Description | ||||||||||
| ± | |||||||||||
| * | |||||||||||
| * | |||||||||||
| ** | |||||||||||
| ** | |||||||||||
| 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 29, 2025, 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. | ||||||||||
| ± | Indicates management contract or compensatory plan or arrangement. | ||||||||||
28
SIGNATURES
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: April 29, 2025 | By: | /s/ Shyam K. Reddy | ||||||
| Shyam K. Reddy | ||||||||
| President and Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
| Date: April 29, 2025 | By: | /s/ Kimberly A. DeBrock | ||||||
| Kimberly A. DeBrock | ||||||||
| Vice President and Chief Accounting Officer | ||||||||
| (Principal Accounting Officer and Interim Principal Financial Officer) | ||||||||
29
EXHIBIT 10.1
BlueLinx Corporation
To: Michael Wilson Date: March 21, 2024
Position: Chief Commercial Officer Effective Date: April 1, 2024
I am pleased to offer you the role of Chief Commercial Officer, reporting directly to me. The terms of this offer are as follows:
Your new base salary will be $455,000 annually (less all applicable payroll withholding and other customary deductions), effective as of April 1, 2024. Additionally, you will continue to be eligible to participate in the BlueLinx Short Term Incentive Plan (STIP) according to the terms of that plan (including with respect to pro-ration policies) with a target bonus amount of 65% of your base salary. Further, you will continue to be eligible to receive equity awards under the BlueLinx Holdings Inc. 2021 Long-Term Incentive Plan, as determined at the discretion of the CEO and the Compensation Committee of the Board of Directors.
As a result of your appointment and related compensation adjustment related to the Chief Commercial Officer role, you will next be eligible for a merit increase in the 2025 merit cycle.
Your vacation, medical, dental, vision, and retirement plan benefits shall remain the same.
Also, as a condition of this offer and your appointment as Chief Commercial Officer, you will be required to sign and return the company’s form of executive restrictive covenant agreement in the context of your new position.
As you are no doubt aware, employment at BlueLinx, as with most employers, is “at will” and, thus, may be terminated at any time and for any reason not prohibited by law, either at the option of the employee or at the option of BlueLinx. Similarly, as a matter of policy, BlueLinx reserves the right to make changes to the terms and conditions of employment of its salaried employees. Nothing in this offer or our discussions concerning your employment should be construed as contractually limiting that right or as guaranteeing your employment for any specified period of time.
We are excited about you taking on this new and important role! Please sign below to indicate your acceptance of this appointment and your understanding and acknowledgement of the terms of this letter.
Sincerely,
1
BLUELINX CORPORATION
/s/ Shyam Reddy
Name: Shyam Reddy, President and CEO
Date: March 22, 2024
/s/ Michael Wilson
Michael Wilson
Date: March 22, 2024
2
EXHIBIT 31.1
CERTIFICATION REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
I, Shyam K. Reddy, certify that:
(1)I have reviewed this quarterly report on Form 10-Q of BlueLinx Holdings Inc.;
(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5)The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| April 29, 2025 | /s/ Shyam K. Reddy | ||||
| Shyam K. Reddy | |||||
| President and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
EXHIBIT 31.2
CERTIFICATION REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
I, Kimberly DeBrock, certify that:
(1)I have reviewed this quarterly report on Form 10-Q of BlueLinx Holdings Inc.;
(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5)The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| April 29, 2025 | /s/ Kimberly DeBrock | ||||
| Kimberly DeBrock | |||||
| Vice President and Chief Accounting Officer | |||||
| (Principal Accounting Officer and Interim Principal Financial Officer) | |||||
EXHIBIT 32.1
BLUELINX HOLDINGS INC.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of BlueLinx Holdings Inc. (the “Company”) on Form 10-Q for the period ending March 29, 2025, as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), I, Shyam K. Reddy, Chief Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| April 29, 2025 | /s/ Shyam K. Reddy | ||||
| Shyam K. Reddy | |||||
| President and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
EXHIBIT 32.2
BLUELINX HOLDINGS INC.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of BlueLinx Holdings Inc. (the “Company”) on Form 10-Q for the period ending March 29, 2025, as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), I, Kimberly DeBrock, Vice President, Chief Accounting Officer, and Interim Principal Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| April 29, 2025 | /s/ Kimberly DeBrock | ||||
| Kimberly DeBrock | |||||
| Vice President and Chief Accounting Officer | |||||
| (Principal Accounting Officer and Interim Principal Financial Officer) | |||||