Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 June 29, 2024


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

Commission file number: 001-32383


			BlueLinx Holdings Inc.
			(Exact name of registrant as specified in its charter)


Delaware		77-0627356
(State of Incorporation)		(I.R.S. Employer Identification No.)

1950 Spectrum Circle, Suite 300
Marietta	GA	30067
(Address of principal executive offices)		(Zip Code)

(770) 953-7000

(Registrant’s telephone number, including area code)

Not applicable

(Former name, 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
Common Stock, par value $0.01 per share	BXC	New York Stock Exchange

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

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

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

Large Accelerated Filer

☑

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

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

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

As of July 26, 2024, there were 8,525,583 shares of BlueLinx Holdings Inc. common stock, par value $0.01, outstanding.

BLUELINX HOLDINGS INC.

Form 10-Q

For the Quarterly Period Ended June 29, 2024

Table of Contents


			PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements — BlueLinx Holdings Inc. (Unaudited)			1
Condensed Consolidated Statements of Operations and Comprehensive Income			1
Condensed Consolidated Balance Sheets			2
Condensed Consolidated Statements of Stockholders' Equity			3
Condensed Consolidated Statements of Cash Flows			4
Notes to Condensed Consolidated Financial Statements			5
Note 1 - Basis of Presentation			5
Note 2 - Inventories			6
Note 3 - Goodwill and Other Intangible Assets			7
Note 4 - Revenue Recognition			7
Note 5 - Debt and Finance Lease Obligations			8
Note 6 - Net Periodic Pension Cost			9
Note 7 - Share-Based Compensation			9
Note 8 - Leases			10
Note 9 - Commitments and Contingencies			13
Note 10 - Accumulated Other Comprehensive Loss			13
Note 11 - Income Taxes			14
Note 12 - Earnings Per Share and Stockholders' Equity			14
Note 13 - Fair Value Disclosures			15

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			16
Item 3. Quantitative and Qualitative Disclosures About Market Risk			25
Item 4. Controls and Procedures			25

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

Signatures			28

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BLUELINX HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME

(In thousands, except per share data)

(Unaudited)


	Three Months Ended				Six Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Net sales	$	768,363	$	815,967	$	1,494,607	$	1,613,871
Cost of products sold	645,919		680,164		1,244,482		1,344,529
Gross profit	122,444		135,803		250,125		269,342
Operating expenses (income):
Selling, general, and administrative	89,453		88,750		180,703		179,924
Depreciation and amortization	10,120		7,951		19,553		15,669
Amortization of deferred gains on real estate	(984)		(984)		(1,968)		(1,968)

Other operating expenses	8		993		322		4,109
Total operating expenses	98,597		96,710		198,610		197,734
Operating income	23,847		39,093		51,515		71,608
Non-operating expenses:
Interest expense, net	4,801		6,311		9,425		13,998
Other expense, net	—		594		—		1,188
Income before provision for income taxes	19,046		32,188		42,090		56,422
Provision for income taxes	4,710		7,722		10,262		14,144
Net income	$	14,336	$	24,466	$	31,828	$	42,278

Basic earnings per share	$	1.65	$	2.70	$	3.68	$	4.67
Diluted earnings per share	$	1.65	$	2.70	$	3.66	$	4.67

Comprehensive income:
Net income	$	14,336	$	24,466	$	31,828	$	42,278
Other comprehensive income:
Amortization of unrecognized pension gain, net of tax	—		225		—		464
Other	—		(11)		—		(22)
Total other comprehensive income	—		214		—		442
Comprehensive income	$	14,336	$	24,680	$	31,828	$	42,720

See accompanying Notes.

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BLUELINX HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)


	June 29, 2024		December 30, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	491,392	$	521,743
Receivables, less allowances of $3,344 and $3,398, respectively	273,537		228,410
Inventories, net	357,573		343,638
Other current assets	36,220		26,608
Total current assets	1,158,722		1,120,399
Property and equipment, at cost	413,905		396,321
Accumulated depreciation	(181,841)		(170,334)
Property and equipment, net	232,064		225,987
Operating lease right-of-use assets	44,418		37,227
Goodwill	55,372		55,372
Intangible assets, net	28,787		30,792
Deferred income tax asset, net	53,677		53,256
Other non-current assets	13,036		14,568
Total assets	$	1,586,076	$	1,537,601
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	179,375	$	157,931
Accrued compensation	12,310		14,273


Finance lease liabilities - current	11,132		11,178
Operating lease liabilities - current	8,460		6,284
Real estate deferred gains - current	3,935		3,935

Other current liabilities	22,250		24,961
Total current liabilities	237,462		218,562

Long-term debt	294,403		293,743
Finance lease liabilities, less current portion	280,206		274,248
Operating lease liabilities, less current portion	37,369		32,519
Real estate deferred gains, less current portion	64,697		66,599

Other non-current liabilities	19,607		17,644
Total liabilities	933,744		903,315
Commitments and Contingencies
STOCKHOLDERS’ EQUITY:
Preferred Stock, $0.01 par value, 30,000,000 shares authorized, none outstanding	—		—
Common Stock, $0.01 par value, 20,000,000 shares authorized, 8,551,462 and 8,650,046 outstanding, respectively	86		87
Additional paid-in capital	151,279		165,060

Retained earnings	500,967		469,139
Total stockholders’ equity	652,332		634,286
Total liabilities and stockholders’ equity	$	1,586,076	$	1,537,601

See accompanying Notes.

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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 30, 2023	8,650	$	87	$	165,060	$	469,139	$	634,286
Net income	—	—		—		17,492		17,492

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


Balance, March 30, 2024	8,662	87		166,503		486,631		653,221
Net income	—	—		—		14,336		14,336

Vesting of restricted stock units	57	1		(1)		—		—
Compensation related to share-based grants	—	—		1,405		—		1,405
Repurchase of shares to satisfy employee tax withholdings	(16)	(a)		(1,545)		—		(1,545)
Common stock repurchase and retirement	(152)	(2)		(15,083)		—		(15,085)


Balance, June 29, 2024	8,551	$	86	$	151,279	$	500,967	$	652,332

(a) Activity rounds to less than one thousand dollars


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Stockholders’ Equity Total
	Shares	Amount
Balance, December 31, 2022	9,049	$	90	$	200,748	$	(31,412)	$	420,603	$	590,029
Net income	—	—		—		—		17,812		17,812
Other comprehensive income	—	—		—		228		—		228
Vesting of restricted stock units	67	1		(1)		—		—		—
Compensation related to share-based grants	—	—		4,569		—		—		4,569
Repurchase of shares to satisfy employee tax withholdings	(8)	—		(570)		—		—		(570)
Obligation for repurchase of shares to satisfy employee tax withholdings	(19)			(1,319)		—		—		(1,319)


Balance, April 1, 2023	9,089	91		203,427		(31,184)		438,415		610,749
Net income	—	—		—		—		24,466		24,466
Other comprehensive income	—	—		—		214		—		214
Vesting of restricted stock units	95	—		(1)		—		—		(1)
Compensation related to share-based grants	—	—		1,926		—		—		1,926
Repurchase of shares to satisfy employee tax withholdings	(24)	—		(2,071)		—		—		(2,071)
Obligation for repurchase of shares to satisfy employee tax withholdings	(10)	—		(913)		—		—		(913)
Common stock repurchase and retirement	(142)	(1)		(11,598)		—		—		(11,599)

Balance, July 1, 2023	9,008	$	90	$	190,770	$	(30,970)	$	462,881	$	622,771

There has been no activity for Preferred Stock.

See accompanying Notes.

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BLUELINX HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended
	June 29, 2024		July 1, 2023
Cash flows from operating activities:
Net income	$	31,828	$	42,278
Adjustments to reconcile net income to cash provided by operations:
Depreciation and amortization	19,553		15,669
Amortization of debt discount and issuance costs	660		659


Provision for deferred income taxes	(421)		550
Amortization of deferred gains from real estate	(1,968)		(1,968)
Share-based compensation	3,755		6,495
Changes in operating assets and liabilities:
Accounts receivable	(45,127)		(42,786)
Inventories	(13,935)		105,001
Accounts payable	20,123		38,504


Other current assets	(9,612)		(3,169)
Other assets and liabilities	(188)		(8,115)
Net cash provided by operating activities	4,668		153,118

Cash flows from investing activities:
Proceeds from sale of assets	274		128
Property and equipment investments	(11,901)		(14,039)
Net cash used in investing activities	(11,627)		(13,911)

Cash flows from financing activities:



Common stock repurchase and retirement	(14,529)		(11,599)

Repurchase of shares to satisfy employee tax withholdings	(2,452)		(3,960)
Principal payments on finance lease liabilities	(6,411)		(4,266)
Net cash used in financing activities	(23,392)		(19,825)

Net change in cash and cash equivalents	(30,351)		119,382
Cash and cash equivalents at beginning of period	521,743		298,943
Cash and cash equivalents at end of period	$	491,392	$	418,325

Supplemental cash flow information:

Interest paid during the period	$	22,266	$	21,472
Taxes paid during the period	$	22,093	$	10,821



Non-cash investing and financing activities:
Property and equipment acquired under finance leases	$	11,150	$	3,400
Liabilities for properties and equipment investments	$	1,562	$	—
Obligation for shares repurchases not yet settled	$	556	$	913

See accompanying Notes.

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BLUELINX HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 29, 2024

(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 30, 2023 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 30, 2023 (the “2023 Form 10-K”), as filed with the Securities and Exchange Commission (“SEC”) on February 20, 2024. 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 2023 Form 10-K. The results for the three and six months ended June 29, 2024 are not necessarily indicative of results that may be expected for the full fiscal year ending December 28, 2024, or any other interim period.

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 2024 contains 52 weeks and will end on December 28, 2024. Fiscal 2023 contained 52 weeks and ended on December 30, 2023.

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.

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 2023 Form 10-K. The Company did not adopt any new accounting standards during the fiscal year ended December 30, 2023 or during the six months ended June 29, 2024.

Recent Accounting Pronouncements - Not Yet Adopted

Segment Reporting Improvements. On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The FASB issued the new guidance primarily to provide financial statement users with more disaggregated expense information about a public business entity’s (“PBE”) reportable segment(s). This ASU will require PBEs to provide incremental disclosures related to the entity’s reportable segment(s), including disclosures for expenses that are both 1)

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significant to each reportable segment and are provided regularly to the Chief Operating Decision Maker (“CODM”) or easily computed from information regularly provided to the CODM and 2) included in the reported measure of segment profit or loss used by the CODM to assess performance and allocate resources. If a PBE does not disclose any significant segment expenses for a reportable segment, it is required to disclose narratively the nature of the expenses used by the CODM to manage each segment’s operations. Under the provisions of this ASU, all of the disclosures required in the segment guidance, including disclosing a measure of segment profit or loss used by the CODM and reporting significant segment expenses, applies to all PBEs, including those with a single operating or reportable segment. However, this ASU does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments. ASU 2023-07 will be effective for the Company’s annual reporting period for fiscal 2024 and all interim reporting periods beginning in fiscal 2025. At adoption, the disclosures are retrospectively presented for all comparative periods presented. 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 2023-07.

Income Tax Disclosure Improvement. On December 14, 2023, the FASB issued 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 tax rate and the statutory 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.

2. Inventories

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 included 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 and net realizable value, which also considers items that may be considered damaged, excess, and obsolete inventory.

As of June 29, 2024, the Company recorded a lower of cost and net realizable value provision of $2.4 million as a result of the decrease in the value of the Company’s structural lumber inventory related to the decline in wood-based commodity prices as of the end of the reporting period. As of December 30, 2023, the Company had no such inventory provision.

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. During the first quarter of fiscal 2024, the Company received refunds of $16.9 million, plus interest of $2.0 million, 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 statement of operations for the six months ended June 29, 2024. See Note 9, Commitments and Contingencies, for disclosure concerning another matter related to import duties.

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3. Goodwill and Intangible Assets, net

During the fiscal quarter and year-to-date period ended June 29, 2024, the only change to the carrying values of Goodwill and Intangible assets, net, was the amortization of Intangible assets, all of which have definite lives. Amortization expense for intangible assets was $1.0 million and $2.0 million for the three and six month periods ended June 29, 2024, respectively. For the three and six month periods ended July 1, 2023, amortization expense was $1.0 million and $2.1 million, respectively.

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 Months Ended				Six Months Ended
Product type	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	(In thousands)
Specialty products	$	539,466	$	570,990	$	1,043,300	$	1,138,828
Structural products	228,897		244,977		451,307		475,043
Total net sales	$	768,363	$	815,967	$	1,494,607	$	1,613,871

The following table presents the Company’s revenues disaggregated by sales channel. Sales and usage-based taxes are excluded from revenues.


	Three Months Ended				Six Months Ended
Sales channel	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	(In thousands)
Warehouse and reload	$	629,193	$	695,508	$	1,220,961	$	1,382,140
Direct	155,351		135,214		305,101		262,309
Customer discounts and rebates	(16,181)		(14,755)		(31,455)		(30,578)
Total net sales	$	768,363	$	815,967	$	1,494,607	$	1,613,871

Warehouse sales are delivered from Company warehouses. Reload sales are similar to warehouse sales but are shipped from warehouses, most of which are operated by third parties, where the Company stores owned products to enhance operating efficiencies. This channel is employed primarily to service strategic customers that would be 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 without the Company taking physical possession of the inventory and, as a result, typically generate lower margins than warehouse and reload distribution channels but require lower amount of committed capital and fixed costs.

Performance obligations in contracts with customers generally consist solely of delivery of goods.

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5. Debt and Finance Lease Obligations

As of June 29, 2024, and December 30, 2023, debt and finance lease obligations consisted of the following:


	June 29, 2024		December 30, 2023
	(In thousands)
Senior Secured Notes (“2029 Notes”) (1)	$	300,000	$	300,000
Revolving Credit Facility (2)	—		—

Finance lease obligations (3)	291,338		285,426
	591,338		585,426
Unamortized debt issuance costs	(2,756)		(3,246)
Unamortized bond discount costs	(2,841)		(3,011)
	585,741		579,169
Less: current portion of finance lease obligations	11,132		11,178
Total, net of current portion	$	574,609	$	567,991

(1) As of June 29, 2024 and December 30, 2023, term debt was comprised of $300 million of Senior Secured Notes (“2029 Notes”) issued in October 2021. These notes are presented under the Long-term debt caption of the Company’s unaudited condensed consolidated balance sheets at $294.4 million and $293.7 million as of June 29, 2024 and December 30, 2023, respectively. This balance sheet presentation is net of unamortized discount of $2.8 million and $3.0 million, respectively, and unamortized debt issuance costs of $2.8 million and $3.2 million, respectively, as of June 29, 2024 and December 30, 2023. The Senior Secured Notes are presented in this table at their face value.

(2) Available borrowing capacity under the Revolving Credit Facility was $346.5 million as of June 29, 2024 and December 30, 2023. The available borrowing capacity reflects undrawn letters of credit.

(3) Refer to Note 8, Leases, for interest rates associated with finance lease obligations. Amounts on this line include $125.1 million and $125.0 million as of June 29, 2024 and December 30, 2023, respectively, for sale-leasebacks of real estate in fiscal 2019 and 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:


	Three Months Ended				Six Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	(In thousands)
Interest expense	$	11,180	$	11,286	$	24,290	22,583
Interest income	6,380		4,976		14,865		8,585
Interest expense, net	$	4,801	$	6,311	$	9,425	$	13,998

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 $0.7 million for the three and six months ended June 29, 2024, respectively, and $0.3 million and $0.7 million for the three and six months ended July 1, 2023, respectively. Interest expense for the three and six months ended June 29, 2024 also includes a credit of $0.4 million and expense of $1.2 million, respectively, for estimated interest expense related to import duties that the Company believes it may owe (see Note 9, 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 six months ended June 29, 2024 also includes $2.0 million received with refunds in the first quarter of fiscal 2024 from U.S. Customs for anti-dumping import duties (see Note 2, Inventories).

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2029 Notes

Interest expense, excluding amortization of debt issuance costs and bond discount, for the 2029 Notes totaled $4.5 million and $9.0 million for the three and six months ended June 29, 2024, respectively, and $4.5 million and $9.0 million for the three and six months ended July 1, 2023, respectively. The 2029 Notes pay interest at a fixed annual rate of 6.0 percent through maturity.

Revolving Credit Facility

As of June 29, 2024 and December 30, 2023, the Company had zero outstanding borrowings under the Revolving Credit Facility. Available borrowing capacity, reduced for undrawn letters of credit, under the Revolving Credit Facility was $346.5 million as of June 29, 2024 and December 30, 2023. Excess availability, which includes availability under the Revolving Credit Facility plus cash and cash equivalents in qualified deposit accounts, was $837.9 million and $868.2 million as of June 29, 2024 and December 30, 2023, 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 June 29, 2024 and December 30, 2023. 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

The Company’s finance lease liabilities consist of leases related to equipment, vehicles, and real estate, with the majority of those finance leases related to real estate. For more information on the Company’s finance lease obligations, refer to Note 8, Leases.

6. Net Periodic Pension Cost

As previously disclosed, effective December 5, 2023, the Company settled its noncontributory defined benefit pension plan (the “DB Plan”) by purchasing an irrevocable nonparticipating annuity contract with an insurance company (the “buy-out contract”). The buyout contract met the requirements for a settlement, as that term is defined in ASC No. 715, Compensation-Retirement Benefits, and the DB Plan and Company, as sponsor, were relieved of primary responsibility for the benefits obligations. Prior to settlement, during the three and six months ended July 1, 2023 the Company incurred the following net periodic pension cost:


		Three Months Ended		Six Months Ended
		July 1, 2023
	(In thousands)
Service cost (1)		$	—	$	—
Interest cost on projected benefit obligation		1,105		2,209
Expected return on plan assets		(813)		(1,625)
Amortization of unrecognized gain		302		604
Net periodic pension cost (benefit)		$	594	$	1,188

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

The net periodic pension cost is included in other expense, net in the Company’s unaudited condensed consolidated statement of operations and comprehensive income.

7. Share-Based Compensation

During the three and six months ended June 29, 2024, the Company incurred stock compensation expense of $1.4 million and $3.8 million, respectively. Expense in the three and six months ended June 29, 2024 included a credit of $1.7 million related to

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cumulative adjustments for certain unvested restricted stock unit grants that were granted in June 2022 and are subject to vesting based, in part, on performance criteria that are not expected, as of June 29, 2024, to be fully achieved before the end of the vesting period.

As of June 29, 2024, unearned compensation for share-based grants was $27.1 million, with $16.6 million of this amount associated with grants made in the first six months of fiscal 2024. Under the Company’s 2021 BlueLinx Holdings, Inc. 2021 Long-Term Incentive Plan as of June 29, 2024, 482,563 shares of common stock remain available for future issuance pursuant to equity-based compensation awards.

For the three and six months ended July 1, 2023, the Company incurred stock compensation expense of $1.9 million and $6.5 million, respectively. This expense included expense for the acceleration of unrecognized compensation cost in conjunction with certain changes in the Company’s executive management.

8. 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 one to 15 years, some of which include one or more options to extend the leases for typically five years. The Company’s leases generally provide for fixed annual rentals. Certain leases include provisions for escalating rent based on, among other things, contractually defined increases and/or changes in the Consumer Price Index (“CPI”). The known changes to lease payments are included in the lease liability at lease commencement. Unknown changes related to CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred. In addition, a subset of vehicle lease cost is considered variable. Some leases require the Company to pay taxes, insurance, and maintenance expenses associated with the leased assets. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.

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 June 29, 2024 and December 30, 2023, the remaining unrecognized deferred gains related to these transactions were $68.6 million and $70.5 million, respectively, and these deferred gains are being recognized in earning on a straight-line basis. During the three months ended June 29, 2024 and July 1, 2023, the Company recognized $1.0 million and $1.0 million, respectively, of these deferred gains in each quarter. In the six months ended June 29, 2024 and July 1, 2023, the Company recognized $2.0 million and $2.0 million, respectively, of these deferred gains in each period.

The following table presents the assets and liabilities related to the Company’s leases as of June 29, 2024 and December 30, 2023:

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Lease Assets and Liabilities		June 29, 2024		December 30, 2023
		(In thousands)
Assets	Classification
Operating lease right-of-use assets	Operating lease right-of-use assets	$	44,418	$	37,227
Finance lease right-of-use assets (1)	Property and equipment, net	139,378		138,357
Total lease right-of-use assets		$	183,796	$	175,584

Liabilities
Current portion:
Operating lease liabilities	Operating lease liabilities - current	$	8,460	$	6,284
Finance lease liabilities	Finance lease liabilities - current	11,132		11,178
Non-current portion:
Operating lease liabilities	Operating lease liabilities - noncurrent	37,369		32,519
Finance lease liabilities	Finance lease liabilities - noncurrent	280,206		274,248
Total lease liabilities		$	337,167	$	324,229

(1) Finance lease right-of-use assets are presented net of accumulated amortization of $107.0 million and $102.9 million as of June 29, 2024 and December 30, 2023, respectively.

The components of lease expense were as follows:


	Three Months Ended				Six Months Ended
Components of lease expense	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	(In thousands)
Operating lease expense:
Operating lease expense before subleases income	$	2,633	$	3,116	$	5,079	$	6,034
Sublease income	(887)		(835)		(1,748)		(1,413)
Operating lease expense	$	1,746	$	2,281	$	3,331	$	4,621

Finance lease expense:
Amortization of right-of-use assets	$	5,026	$	4,693	$	9,762	$	6,782
Interest on lease liabilities	6,410		6,037		12,701		12,081
Total finance lease expense	$	11,436	$	10,730	$	22,463	$	18,863

Supplemental cash flow information related to leases is as follows:


	Three Months Ended				Six Months Ended
Cash flow information	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows, operating leases	$	2,693	$	3,133	$	5,202	$	6,591
Operating cash flows, finance leases	$	6,410	$	6,037	$	12,701	$	12,081
Financing cash flows, finance leases	$	3,339	$	2,133	$	6,411	$	4,266

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Non-cash supplemental cash flow information related to leases is as follows:


	Three Months Ended				Six Months Ended
Non-cash information	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	(In thousands)
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	8,132	$	—	$	8,132	$	—
Finance leases	$	2,973	$	3,400	$	11,150	$	3,400

Supplemental balance sheet information related to leases is as follows:


Balance Sheet Information	June 29, 2024			December 30, 2023
	($ in thousands)
Finance leases
Property and equipment	$	246,393		$	241,276
Accumulated depreciation	(107,015)			(102,919)
Property and equipment, net	$	139,378		$	138,357
Weighted Average Remaining Lease Term (in years)
Operating leases	8.28			8.88
Finance leases	18.14			19.94
Weighted Average Discount Rate
Operating leases	8.20		%	8.74		%
Finance leases	8.86		%	8.84		%

The major categories of the Company’s obligations under finance leases as of June 29, 2024 and December 30, 2023 are as follows:


Category	June 29, 2024		December 30, 2023
	(In thousands)
Equipment and vehicles	$	47,979	$	42,252
Real estate(1)	243,359		243,174
Total finance leases	$	291,338	$	285,426

(1)Amounts include $125.1 million and $125.0 million as of June 29, 2024 and December 30, 2023, respectively, for sale-leasebacks of real estate in fiscal 2019 and 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 June 29, 2024. 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)
2024	$	5,691	$	19,572
2025	10,703		35,856
2026	7,747		39,284
2027	6,796		33,697
2028	6,572		33,787
Thereafter	27,553		502,313
Total lease payments	$	65,062	$	664,509
Less: imputed interest	(19,233)		(373,171)
Total	$	45,829	$	291,338

9. 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 June 29, 2024, the Company estimates that it will be required to pay approximately $7.7 million, excluding any interest. This amount is reflected in Other current liabilities on the Company’s unaudited condensed consolidated balance sheet as of June 29, 2024. On the Company’s unaudited condensed consolidated statements of operations, a $10.4 million estimate was accrued for this matter during the first quarter of 2024. Due to a change in estimate, this amount was adjusted by $2.7 million in the second quarter of 2024, for a net of expense of $7.7 million in the six months ended June 29, 2024. See Note 2, Inventories, for disclosure concerning another matter related to import duties.

Environmental Matters

From time to time, the Company is involved in various proceedings incidental to its business and the Company is subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which it operates. Although the ultimate outcome of these proceedings cannot be determined with certainty, based on presently available information, the Company believes that adequate liabilities have been accrued for probable losses with respect thereto and receivables recorded for expected receipts from settlements. The Company further believes that, while the ultimate outcome of these matters could be material to the Company’s financial position, results of operations and cash flows in any given reporting period, they will not have a materially adverse effect on the Company’s long-term financial condition, results of operations, or cash flows.

Collective Bargaining Agreements

As of June 29, 2024, approximately 19 percent of the Company’s employees were represented by various local labor unions with terms and conditions of employment governed by collective bargaining agreements (“CBAs”). Three CBAs covering approximately 2.2% percent of the Company’s employees are up for renewal in the remainder of fiscal 2024, of which one has already been renegotiated and two are expected to be renegotiated before their renewal dates.

10. Accumulated Other Comprehensive Loss

As of June 29, 2024 and December 30, 2023, the Company had no accumulated other comprehensive income or loss. For changes in accumulated other comprehensive loss during the three and six months ended July 1, 2023, see the unaudited condensed consolidated statements of operations and comprehensive income included in this Form 10-Q. As of July 1, 2023, the components of accumulated other comprehensive loss were as follows:

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	Defined Benefit Pension Plan, net of tax		Other, net of tax		Total Accumulated Other Comprehensive Loss
	(In thousands)


July 1, 2023 balances	$	(32,211)	$	1,241	$	(30,970)

11. Income Taxes

Effective Income Tax Rate

The Company’s effective income tax rates for the three months ended June 29, 2024 and July 1, 2023 were 24.7 percent and 24.0 percent, respectively. The Company’s effective income tax rates for the six months ended June 29, 2024 and July 1, 2023 were 24.4 percent and 25.1 percent, respectively.

The Company’s effective income tax rates for the three and six months ended June 29, 2024 and July 1, 2023 were impacted by the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation, partially offset by a partial release of a valuation allowance for deferred income tax assets and from the vesting of restricted stock units.

The Company’s effective income tax rates for the three and six months ended July 1, 2023 were impacted by state taxes as well as the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation, offset by a benefit from the vesting of restricted stock units.

For fiscal 2024, the Company expects its consolidated annual effective income tax rate will be approximately 26 percent.

For additional information about the Company’s income taxes, see Note 7 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 30, 2023.

12. 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 shares of common stock outstanding for the period. For rounding purposes when calculating earnings per share, the Company’s policy is to round down to the whole cent.

The Company calculates diluted earnings per share 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 including the dilutive effect, if any, of shares of stock associated with unvested share-based grants. However, for share-based grants that vest in whole or in part based on performance metrics, their dilutive effect is included only after the performance metrics have been achieved.

The reconciliations of basic net income and diluted earnings per common share for the three and six month periods ended June 29, 2024 and July 1, 2023 are as follows:


	Three Months Ended				Six Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023

Net income (in thousands)	$	14,336	$	24,466	$	31,828	$	42,278

Weighted-average shares outstanding - Basic	8,644,839		9,040,146		8,640,976		9,034,240
Dilutive effect of share-based awards	40,789		16,954		38,550		16,412
Weighted-average shares outstanding - Diluted	8,685,628		9,057,100		8,679,526		9,050,652

Basic earnings per share	$	1.65	$	2.70	$	3.68	$	4.67
Diluted earnings per share	$	1.65	$	2.70	$	3.66	$	4.67

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During the three and six months ended June 29, 2024, unvested time-based restricted stock units totaling 23,627 and 2,488, respectively, and unvested performance-based restricted stock units totaling 145,219 for both periods were outstanding but not included in the computation of diluted earnings per share for the respective periods. During the three and six months ended July 1, 2023, unvested time-based restricted stock units totaling 103,775 and 125,360, respectively, and unvested performance-based restricted stock units totaling 115,954 for both periods were outstanding but not included in the computation of diluted earnings per share for the respective periods. Each restricted stock unit is composed of one unvested share of the Company’s common stock.

The unvested time-based restricted stock units were excluded because they were antidilutive based on their unearned compensation amounts and on the Company’s average stock price during the periods. The unvested performance-based restricted stock units were excluded because their performance metrics had not been achieved as of the end of the respective reporting period.

Repurchases of Common Stock

2023 Authorization

On October 31, 2023, the Company’s board of directors authorized a new share repurchase program for $100 million. Under the new 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.

During the three months ended March 30, 2024, the Company did not repurchase any of its common stock. During the three and six months ended June 29, 2024, the Company repurchased 152,403 shares of its common stock at an average price of $98.28, including broker commissions but excluding any excise tax that may be due on the repurchases, for a total of $15.0 million. As of June 29, 2024, there remained $76.5 million repurchase capacity under this authorization.

Between June 29, 2024 and July 26, 2024, the Company purchased an additional 58,715 shares of its common stock for $6.0 million at an average share price of $102.75 per share, including broker commissions but excluding any excise tax that may be due on the repurchases.

2021/2022 Authorization

On August 23, 2021, the Company’s board of directors approved a stock repurchase program that authorized the Company to repurchase up to $25.0 million of its common stock. On May 3, 2022, the Company’s board of directors increased the share repurchase authorization to $100 million. During the three months ended April 1, 2023, the Company did not repurchase any shares of its common stock under the 2021/2022 authorization. During the three and six months ended July 1, 2023, the Company repurchased 141,705 shares of its common stock under the 2021/2022 authorization at an average price of $81.36, including broker commissions but excluding any excise tax due on the repurchases, for a total of $11.5 million. Between fiscal July 2023 and October 2023, the Company exhausted the remaining available capacity of $22.0 million under the 2021/2022 authorization.

13. Fair Value Disclosures

The Company has no assets or liabilities whereby the carrying values are remeasured and adjusted to fair value on a recurring basis for each reporting period. The Company has not elected the fair value option for any assets or liabilities.

As of June 29, 2024 and December 30, 2023, the fair value of the 2029 Notes was approximately $279 million and $273 million, respectively, which were estimated from inputs that are designated as Level 2 in the fair value hierarchy. The Company’s valuation technique is based primarily on observable market prices in less active markets.

The fair value of cash, cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate the carrying values as of June 29, 2024 and December 30, 2023 because of the short-term nature of these instruments.

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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 Item 1A of our Annual Report on Form 10-K for the year ended December 30, 2023, 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 2023.

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 Item 1A “Risk Factors” in our Form 10-K for fiscal 2023 and under “Cautionary Statement Concerning Forward-Looking Statements” in Item 2 of this Form 10-Q.

Our Culture, Values and Management Focus

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.Migrate sales mix toward higher-margin specialty product categories. The Company is pursuing a revenue mix increasingly weighted toward higher-margin, specialty product categories such as engineered wood, siding, millwork, outdoor living, specialty lumber and panels, and industrial products. Additionally, the Company is expanding its value-added service offerings designed to simplify complex customer sourcing requirements, together with marketing, inventory and pricing services afforded by the Company’s national platform.

2.Foster a performance-driven culture committed to business excellence and profitable growth to be the provider of choice for suppliers and customers. This includes enhancing the customer experience through technology

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enablement; accelerating organic growth within specific product and solutions offerings where the Company is uniquely advantaged; enhancing our performance by leveraging our scale and footprint together with pricing, operational and procurement capabilities; and deploying capital to drive sustained margin expansion, grow cash flow and maintain continued profitable growth.

3.Maintain a disciplined capital structure and pursue strategic investments that increase the value of the Company. The Company continues to strategically target acquisition opportunities that grow its specialty products business, expand its geographic reach, or complement its existing capabilities. The Company also continues to identify markets that are potential opportunities for new market development. The Company further seeks to maintain a disciplined capital structure while at the same time investing in its business to modernize its distribution facilities, as well as its tractor and trailer fleet, and to improve operational performance. During the first half of 2024, we engaged in the following transactions:

•Used cash of $11.9 million and entered into $11.2 million of finance leases to enhance our facilities and fleet.

•Returned capital of $15.0 million to our shareholders by using cash to purchase 152,403 shares of our common stock at an average price of $98.28.

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.

Looking ahead, we plan to continue pursuing a three-pronged growth strategy focusing on specialty products sales growth, opportunistic mergers and acquisitions (“M&A”), and potential greenfield expansion in new geographic markets. Within specialty products, we will continue our focus on the five key areas of engineered wood, siding, moulding and millwork, outdoor living, and industrial products, which we believe are all favorable for two-step distributors and have attractive long-term prospects.

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: housing market conditions; pricing and product cost variability; volumes of product sold; competition; the cyclical nature of the industry in which we operate; consolidation among competitors, suppliers, and customers; disintermediation risk; loss of products or key suppliers and manufacturers; our dependence on international suppliers and manufacturers for certain products; effective inventory management relative to our sales volume or the prices of the products we produce; business disruptions; potential acquisitions and the integration and completion of such acquisitions; information technology security risks and business interruption risks; the ability to attract, train, and retain highly qualified associates and other key personnel while controlling related labor costs; 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

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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 I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year 2023.

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Results of Operations

Our results of operations for the three months ended June 29, 2024 (“second quarter of fiscal 2024”) and for the three months ended July 1, 2023 (“second quarter of fiscal 2023”) were as follows:


	Three Months Ended June 29, 2024		% of Net Sales	Three Months Ended July 1, 2023		% of Net Sales
	($ amounts in thousands)
Net sales	$	768,363		$	815,967

Gross profit	122,444		15.9%	135,803		16.6%
Selling, general, and administrative	89,453		11.6%	88,750		10.9%
Depreciation and amortization	10,120		1.3%	7,951		1.0%
Amortization of deferred gains on real estate	(984)		(0.1)%	(984)		(0.1)%

Other operating expenses	8		0.0%	993		0.1%
Operating income	23,847		3.1%	39,093		4.8%
Interest expense, net	4,801		0.6%	6,311		0.8%
Other expense, net	—		0.0%	594		0.1%
Income before provision for income taxes	19,046		2.5%	32,188		3.9%
Provision for income taxes	4,710		0.6%	7,722		0.9%
Net income	$	14,336	1.9%	$	24,466	3.0%

Our results of operations for the six months ended June 29, 2024 (“first six months of fiscal 2024”) and for the six months ended July 1, 2023 (“first six months of fiscal 2023”) were as follows:


	Six Months Ended June 29, 2024		% of Net Sales	Six Months Ended July 1, 2023		% of Net Sales
	($ amounts in thousands)
Net sales	$	1,494,607		$	1,613,871

Gross profit	250,125		16.7%	269,342		16.7%
Selling, general, and administrative	180,703		12.1%	179,924		11.1%
Depreciation and amortization	19,553		1.3%	15,669		1.0%
Amortization of deferred gains on real estate	(1,968)		(0.1)%	(1,968)		(0.1)%

Other operating expenses	322		0.0%	4,109		0.3%
Operating income	51,515		3.4%	71,608		4.4%
Interest expense, net	9,425		0.6%	13,998		0.9%
Other expense, net	—		0.0%	1,188		0.1%
Income before provision for income taxes	42,090		2.8%	56,422		3.5%
Provision for income taxes	10,262		0.7%	14,144		0.9%
Net income	$	31,828	2.1%	$	42,278	2.6%

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The following table sets forth net sales by product category:


	Three Months Ended						Six Months Ended
	June 29, 2024			July 1, 2023			June 29, 2024			July 1, 2023
Net sales by product category	($ amounts in thousands)
Specialty products	$	539,466		$	570,990		$	1,043,300		$	1,138,828
Structural products	228,897			244,977			451,307			475,043
Total net sales	$	768,363		$	815,967		$	1,494,607		$	1,613,871

Percentage of total net sales by product category
Specialty products	70.2		%	70.0		%	69.8		%	70.6		%
Structural products	29.8		%	30.0		%	30.2		%	29.4		%
Total net sales	100.0		%	100.0		%	100.0		%	100.0		%

The following table sets forth gross profit and gross margin percentages by product category:


	Three Months Ended						Six Months Ended
	June 29, 2024			July 1, 2023			June 29, 2024			July 1, 2023
Gross profit by product category:	($ amounts in thousands)
Specialty products	$	104,350		$	108,841		$	208,399		$	215,468
Structural products	18,094			26,962			41,726			53,874
Total gross profit	$	122,444		$	135,803		$	250,125		$	269,342

Gross margin % by product category:
Specialty products	19.3		%	19.1		%	20.0		%	18.9		%
Structural products	7.9		%	11.0		%	9.2		%	11.3		%
Company gross margin %	15.9		%	16.6		%	16.7		%	16.7		%

Second Quarter of Fiscal 2024 Compared to Second Quarter of Fiscal 2023

For the second quarter of fiscal 2024, the Company generated consolidated net sales of $768.4 million, a decrease of $47.6 million, or 5.8 percent, compared to the second quarter of fiscal 2023. The decrease in net sales in the current quarter was attributable to both specialty products and structural products as sales were negatively impacted by demand challenges in the housing and building product sectors, by specialty products price deflation, and by declining lumber and panel prices. The Company’s gross profit for the second quarter of fiscal 2024 decreased by $13.4 million to $122.4 million from $135.8 million in the prior year period and this decrease was attributable to both specialty products and structural products. Gross margin percentage for the Company decreased from 16.6 percent to 15.9 percent in the current quarter, mainly attributable to structural products.

Net sales of specialty products, which includes products such as engineered wood, siding, millwork, outdoor living, specialty lumber and panels, and industrial products, decreased by $31.5 million, or 5.5 percent, to $539.5 million in the second quarter of fiscal 2024. This decrease in net sales was due to price deflation across all specialty product categories, partially offset by volume gains for millwork, engineered wood, and siding. Specialty products gross profit decreased by $4.5 million to $104.4 million due primarily to lower sales volume, but specialty products gross margin percentage increased by 20 basis points to 19.3 percent compared to 19.1 percent in the second quarter of fiscal 2023. Gross margin percentage and gross profit for specialty products benefited in the current quarter from a $2.7 million change in an estimate for an accrual initially made and disclosed in the first quarter of 2024 related to amounts the Company believes it may owe for discrepancies in duties paid in prior years for certain imported goods. Not including this benefit, specialty products gross margin percentage would have been 18.9 percent in the current quarter.

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Net sales of structural products, which includes products such as lumber, plywood, oriented strand board, rebar, and remesh, decreased by $16.1 million, or 6.6 percent, to $228.9 million in the second quarter of fiscal 2024 compared to the second quarter of 2023. This decrease was primarily due to lower volumes and a decline in our lumber selling prices which generally correlated with a year-over-year decline in the average composite price of framing lumber. Structural products gross profit decreased by $8.9 million to $18.1 million from $27.0 million in the prior year period. Structural products gross margin percentage for the second quarter of fiscal 2024 was 7.9 percent compared to 11.0 percent in the prior-year period. Gross profit and gross margin percentage for the second quarter of fiscal 2024 were negatively impacted by lower sales and by a $2.4 million provision to adjust the carrying values of certain lumber and panel inventory items to their net realizable values as of June 29, 2024. During the second quarter of fiscal 2023, there was no such provision.

Our selling, general, and administrative (“SG&A”) expenses increased by $0.7 million, or 0.8 percent, compared to the second quarter of fiscal 2023. In the current quarter, lower logistics expenses and share-based compensation expense were offset by higher technology expenses and by legal expenses associated with duty-related matters.

Depreciation and amortization expense increased 27.3 percent compared to the second quarter of fiscal 2023 due to a higher base of depreciable assets in the second quarter of fiscal 2024, resulting from our continued focused capital investment.

Interest expense, net, decreased by 23.9 percent, or $1.5 million, compared to the second quarter of fiscal 2023. The decrease was due to the generation of additional interest income from larger balances of cash and cash equivalents and from higher interest rates on those balances in the current quarter compared to the prior year period.

Our effective income tax rates were 24.7 percent and 24.0 percent for the second quarters of fiscal 2024 and 2023, respectively. Our effective income tax rates for both periods were impacted by state taxes as well as the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation, slightly offset by a benefit from the vesting of restricted stock units. For fiscal 2024, we expect our annual effective income tax rate will be approximately 26 percent.

Our net income for the second quarter of fiscal 2024 was $14.3 million, or $1.65 per diluted share, versus $24.5 million, or $2.70 per diluted share, in the prior-year period. Decreases in our net income and earnings per diluted share were due primarily to the factors discussed above.

First Six Months of Fiscal 2024 Compared to First Six Months of Fiscal 2023

For the first six months of fiscal 2024, the Company generated consolidated net sales of $1.5 billion, a decrease of $119 million, or 7.4 percent, compared to the first six months of fiscal 2023. The decrease in net sales in the current period was attributable to both specialty products and structural products as sales were negatively impacted by challenges in the housing and building products sectors and by declining lumber and panel prices. The Company’s gross profit for the first six months of fiscal 2024 decreased by $19.2 million to $250.1 million from $269.3 million in the prior year period and this decline was attributable to both specialty products and structural products. The Company’s gross margin percentage was 16.7 percent for both periods. Gross margin percentage and gross profit benefited in the current period by a net benefit in specialty products of $9.1 million for import duty items. The import duty items were related to changes in retroactive rates for anti-dumping duties resulting in a credit to cost of products sold of $16.9 million, partially offset by classification adjustments for certain goods imported by the Company that resulted in an increase in Cost of products sold of $7.7 million. Not including this net benefit, the Company’s gross margin percentage would have been 16.1 percent in the current period.

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Net sales of specialty products, which includes products such as engineered wood, siding, millwork, outdoor living, specialty lumber and panels, and industrial products, decreased by $95.5 million, or 8 percent, to $1.0 billion in the first six months of fiscal 2024. The decline in net sales was due to price deflation across all specialty product categories, partially offset by volume gains for millwork, engineered wood, and siding. Specialty products gross profit decreased $7.1 million to $208.4 million due to lower net sales, while specialty products gross margin percentage increased 110 basis points to 20.0 percent for the first six months of fiscal 2024 compared to 18.9 percent in the first six months of fiscal 2023. The net impact of the import duty items described above increased specialty products gross profit for the current period by $9.1 million and specialty products gross margin percentage by 0.9 percent.

Net sales of structural products, which includes products such as lumber, plywood, oriented strand board, rebar, and remesh, decreased $23.7 million to $451.3 million in the first six months of fiscal 2024 primarily due to volume and price declines for the lumber category, partially offset by price increases in the panels category. Gross profit for structural products decreased by $12.1 million to $41.7 million from $53.9 million in the prior year period. Structural products gross margin percentage for the first six months of fiscal 2024 was 9.2 percent, a decline from 11.3 percent in the prior-year period. The declines in gross profit and gross margin percentage were attributable to the lower sales and by a $2.4 million provision to adjust the carrying values of certain lumber and panel inventory items to their net realizable values as of June 29, 2024. We determined that a provision for lower of cost and net realizable value was not required for any inventory at the end of the first six months of fiscal 2023.

Our SG&A expenses in the first six months of fiscal 2024 increased $0.8 million compared to the first six months of fiscal 2023. In the current period, lower logistics expenses and share-based compensation expenses were offset by higher technology expenses and by legal expenses associated with duty-related matters.

Depreciation and amortization expense increased 24.8 percent compared to the first six months of fiscal 2023 due to a higher base of depreciable assets throughout the first six months of fiscal 2024 when compared the prior-year period, resulting from our continued focus on capital investment.

Other operating expenses decreased $3.8 million compared to the first six months of fiscal 2023 primarily due to restructuring related expenses, including severance expenses, incurred in the 2023 period due to our leadership transition.

Interest expense, net, decreased by 32.7 percent, or $4.6 million, compared to the first six months of fiscal 2023. The decrease is primarily due to the generation of higher interest income, given our year-over-year increase in cash that is generating interest at higher rates than last year.

Our effective income tax rates were 24.4 percent and 25.1 percent for the first six months of fiscal 2024 and 2023, respectively. Our effective income tax rate for both periods was impacted by state taxes as well as the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation, offset by a benefit from the vesting of restricted stock units. For fiscal 2024, we expect our annual effective income tax rate will be approximately 26 percent.

Our net income for the first six months of fiscal 2024 was $31.8 million, or $3.66 per diluted share, versus $42.3 million, or $4.67 per diluted share, in the prior-year period. Our net income for the first six months of fiscal 2024 decreased due primarily to the factors discussed above.

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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 June 29, 2024, we had $491 million of cash and cash equivalents plus $346.5 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 percent 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 June 29, 2024, we were in compliance with these covenants.

Revolving Credit Facility

Our existing revolving credit facility (“Revolving Credit Facility”) with Wells Fargo, 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 June 29, 2024, 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 percent) plus a margin ranging from 1.25 percent to 1.75 percent, 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 percent to 0.75 percent, with the margin based upon average excess availability for the immediately preceding fiscal quarter for loans based on the base rate.

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 June 29, 2024, we had zero outstanding borrowings under our Revolving Credit Facility and available borrowing capacity was $346.5 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 $837.9 million.

Finance Lease Obligations

Our finance lease obligations consist of leases for real estate, equipment, and vehicles totaling $291.3 million and $285.4 million as of June 29, 2024 and December 30, 2023, respectively. Of the $291.3 million as of June 29, 2024, $243.4 million related to real estate and $48.0 million related to equipment. Of the $285.4 million as of December 30, 2023, $243.2 million related to real estate and $42.3 million related to equipment.

Sources and Uses of Cash

Operating Activities

Net cash provided by operating activities for the first six months of fiscal 2024 was $4.7 million compared to net cash provided of $153.1 million in the first six months of fiscal 2023. The decrease in cash provided by operating activities during the first six months of fiscal 2024 was primarily a result of a decrease in net income for the current year period plus higher cash generated in the prior year period from changes in working capital, primarily inventory.

Investing Activities

Net cash used in investing activities for the first six months of fiscal 2024 was $11.6 million compared to net cash used of $13.9 million in the first six months of fiscal 2023. The change was primarily due to amounts invested in property and equipment. During the first six months of fiscal 2024, we also acquired $11.2 million of property and equipment through finance leases, compared to $3.4 million for the first six months of fiscal 2023.

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Financing Activities

Net cash used in financing activities totaled $23.4 million for the first six months of fiscal 2024 compared to net cash used of $19.8 million for the first six months of fiscal 2023. The change in net cash used in financing activities was primarily due to an increase in cash used for repurchases of our common stock under our announced share repurchase programs. During the first six months of fiscal 2024, we repurchased $14.5 million of our common stock compared to $11.6 million during the first six months of fiscal 2023. Principal payments for finance leases were also higher in the current period.

Stock Repurchase Programs

During the first six months of fiscal 2024, we repurchased 152,403 shares of our common stock under our 2023 share repurchase program at an average price of $98.28, including broker commissions but excluding any excise tax that may be due on the repurchases, for a total of $15.0 million. All of the share repurchase in fiscal 2024 occurred in the second quarter. As of June 29, 2024, there remained $76.5 million repurchase capacity under this authorization. Between June 29, 2024 and July 26, 2024, we purchased an additional 58,715 shares of our common stock for $6.0 million at an average price of $102.75 per share, including broker commissions but excluding any excise tax that may be 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.

During the second quarter of fiscal 2023, we repurchased 141,705 shares of our common stock under the former 2021/2022 share repurchase program at an average price of $81.36 per share, including broker commissions but excluding any excise tax due on the repurchases. No shares were repurchased during the first quarter of fiscal 2023. The 2021/2022 share repurchase program was concluded during the fourth quarter of fiscal 2023.

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 $451.7 million as of June 29, 2024, compared to $414.1 million as of December 30, 2023, increased on a net basis by approximately $37.6 million, as shown below:



	June 29, 2024		December 30, 2023		July 1, 2023
	(In thousands)
Current assets:
Receivables, less allowance for doubtful accounts	$	273,537	$	228,410	$	294,341
Inventories, net	357,573		343,638		379,312
	$	631,110	$	572,048	$	673,653

Current liabilities:
Accounts payable	$	179,375	$	157,931	$	190,130
	$	179,375	$	157,931	$	190,130

Net working capital	$	451,735	$	414,117	$	483,523

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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 to support our distribution infrastructure. The gross value of these assets is included in property and equipment, at cost on our unaudited condensed consolidated balance sheets.

For the first six months of fiscal 2024, we invested $11.9 million in long-lived assets primarily related to investments in our distribution facilities and to a lesser extent, upgrading our fleet. We also added $11.2 million in new finance leases during the first six months of fiscal 2024 for new tractors and forklifts to enhance our logistical network.

For the first six months of fiscal 2023, we invested $14.0 million in cash investments in long-lived assets primarily related to investments in our distribution facilities and to a lesser extent, upgrading our fleet. We also added $3.4 million in new finance leases during the second fiscal quarter of 2023 for new forklifts to enhance our logistical 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 30, 2023.

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 30, 2023.

ITEM 4. CONTROLS AND PROCEDURES

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

During the period covered by this report, 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.

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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 9, 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 30, 2023.

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

The following table presents our share repurchase activity for each month of the fiscal quarter ended June 29, 2024:


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
March 31 - May 4	613	$	112.14	—	$	91,429,309
May 5 - June 1	43,477	$	102.19	43,170	$	87,019,153
June 2 - June 29	123,884	$	96.95	109,233	$	76,453,769
Total	167,974			152,403

(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 any excise taxes incurred under The Inflation Reduction Act of 2022.

(3) On October 31, 2023, our Board of Directors authorized a new share repurchase authorization for up to $100 million. As of June 29, 2024, we had a remaining authorization amount of approximately $76.5 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.

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 or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the second quarter of fiscal 2024.

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ITEM 6. EXHIBITS


Exhibit Number		Description
31.1	*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	**	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	**	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.1	*	Form of 2024 Time-Based Restricted Stock Unit Award Agreement under the BlueLinx Holdings Inc. 2021 Amended and Restated Long-Term Incentive Plan ±
10.2	*	Form of 2024 Performance-Based Restricted Stock Unit Award Agreement under the BlueLinx Holdings Inc. 2021 Amended and Restated Long-Term Incentive Plan ±
10.3	*	Form of 2024 Director Restricted Stock Unit Award Agreement under the BlueLinx Holdings Inc. 2021 Amended and Restated Long-Term Incentive Plan ±
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 June 29, 2024, formatted in Inline XBRL.

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

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

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

EXHIBIT 10.1

BLUELINX HOLDINGS INC.

2021 LONG-TERM INCENTIVE PLAN

2024 TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

###PARTICIPANT_NAME###

Number of Shares Subject to Award: ###TOTAL_AWARDS###

Grant Date: ###GRANT_DATE###

Pursuant to the BlueLinx Holdings Inc. 2021 Long-Term Incentive Plan (the “Plan”), BlueLinx Holdings Inc., a Delaware corporation (the “Company”), has granted the above-named participant (“Participant”) Restricted Stock Units (the “RSUs” or the “Award”) entitling Participant to receive such number of shares of Company common stock (the “Shares”) as is set forth above on the terms and conditions set forth in this agreement (this “Agreement”) and the Plan. Capitalized terms used in this Agreement and not defined herein shall have the meanings set forth in the Plan.

1. Grant Date. The Company granted the Award to Participant on the Grant Date set forth above (the “Grant Date”).

2. Vesting.

(a) Standard Vesting. Except as provided in subsection (b) below, if Participant remains employed by the Company, the RSUs and the right to the Shares shall vest with respect to one-third of the number of Shares subject to the Award (rounded up to the nearest whole Share, as necessary) on each of the first and second anniversaries of the Grant Date (each such anniversary a “Vesting Date”) and shall vest as to all remaining Shares on the third anniversary of the Grant Date (the “Final Vesting Date”).

(b) Change in Control.

(i) Upon a Change in Control, if the surviving entity in such Change in Control does not assume or replace the Award, then the Award shall become fully vested and nonforfeitable and subject to settlement and transfer of Shares under Section 4 as of the effective date of the Change in Control.

(ii) If the surviving entity in the Change in Control assumes or replaces the Award, and Participant’s employment is subsequently terminated by the Company (or its successor in the Change in Control) other than for Cause (as defined in Participant’s then-current written employment agreement, or if no such agreement exists, in any applicable policy or plan of the Company in effect immediately prior to the effective date of the Change in Control), or Participant’s employment is subsequently terminated by Participant for Good Reason (as defined in Participant’s then-current written employment agreement, or if no such agreement exists, in any applicable policy or plan of the Company in effect prior to the effective date of the Change in Control), in either case within twenty-four (24) calendar months following the effective date of the Change in Control, then the assumed or replaced Award shall become fully vested and nonforfeitable and subject to settlement and transfer under Section 4 as of the date of such termination of employment. If Participant is not a party to a written employment

agreement or covered by a policy or plan of the Company that contains a definition of Cause and is in effect immediately prior to the effective date of a Change in Control, then the accelerated vesting described above for a termination of employment for other than for Cause does not apply to Participant. Similarly, if Participant is not a party to a written employment agreement or covered by a policy or plan of the Company that contains a definition of Good Reason and is in effect immediately prior to the effective date of a Change in Control, then the accelerated vesting described above for a termination of employment by Participant for Good Reason does not apply to Participant.

3. Forfeiture of RSUs.

(a) Termination of Employment. Prior to the Final Vesting Date, except as otherwise provided herein, any unvested RSUs shall be immediately forfeited upon Participant’s termination of employment with the Company for any reason whatsoever; provided, that the Committee reserves the right, in its sole discretion, to waive or amend this provision, in whole or in part. For purposes of this Agreement, employment with any Subsidiary of the Company shall be considered employment with the Company and a termination of employment shall mean a termination of employment with the Company and each Subsidiary by which Participant is employed. Upon the effective date of a Change in Control, all references in this Agreement to employment with the Company shall be deemed to include employment with the surviving entity in such Change in Control and its subsidiaries, and any transfer of employment from the Company or any Subsidiary to the surviving entity in such Change in Control or any of its subsidiaries shall not constitute a termination of employment or otherwise interrupt Participant’s continuous employment for purposes of this Agreement.

(b) Restrictive Covenants. If Participant breaches or otherwise fails to comply with such restrictive covenants agreement, the terms of Section 13 below, or any other non-compete, non-solicitation or similar agreement with the Company or a Subsidiary, in addition to all rights the Company or its Subsidiary has under such agreement, at law or in equity, RSUs that have not become vested and settled before such breach or failure to comply shall expire at that time, shall not become vested or settled after such time and shall be forfeited at such time without any payment therefor.

4. Transfer of Vested Shares. Stock certificates (or appropriate evidence of ownership including certificateless book-entry issuance) for Shares representing vested RSUs, if any (less any Shares representing vested RSUs that were previously delivered to Participant), will be delivered to Participant (or, if permitted by the Company in its sole discretion, to a party designated by Participant) on or as soon as practicable after (but no later than 30 days after) each Vesting Date, the date of a Change in Control, and the date of Participant’s termination of employment (subject, as applicable, to delay under Section 22). Any Shares issued to Participant will not be subject to any restrictions under this Agreement but may be subject to certain restrictions under applicable securities laws.

5. Non-Transferability of Award. The RSUs and the rights and privileges conferred hereby may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated by operation of law or otherwise (except as permitted by the Plan). Any attempt to do so contrary to the provisions hereof shall be null and void.

6. Conditions to Issuance of Shares. The Shares deliverable to Participant hereunder may be either previously authorized but unissued Shares or issued Shares which have been reacquired by the Company. The Company shall not be required to issue or deliver any Shares prior to fulfillment of all of the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings and regulations of the Securities and Exchange Commission (“SEC”) or any other governmental regulatory body, which the Committee shall, in its discretion, deem necessary or advisable; and (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Committee shall, in its discretion, determine to be necessary or advisable.

7. No Rights as Stockholder. Participant shall not have voting, dividend or any other rights as a stockholder of the Company with respect to the unvested Shares subject to the RSUs. Upon settlement of the Award into Shares, Participant will obtain full voting and other rights as a stockholder of the Company with respect to such Shares.

8. Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon Participant, the Company, and all other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Agreement.

9. Fractional Shares. Fractional shares will not be issued, and when any provision of this Agreement otherwise would entitle Participant to receive a fractional share, that fraction will be disregarded.

10. Adjustments in Capital Structure. In the event of a change in corporate capitalization as described in Sections 4.3 and 18.2 of the Plan, the Committee shall make appropriate adjustments to the number and class of Shares or other stock or securities subject to the Award. The Committee’s adjustments shall be effective and final, binding and conclusive for all purposes of this Agreement.

11. Taxes.

(a) Withholding. Upon the vesting and delivery of Shares subject to this Award, Participant shall pay or make adequate arrangements satisfactory to the Company and/or the employing Subsidiary to withhold all applicable federal, state and local income and employment taxes (“Tax Withholding Amounts”) payable with respect to this Award from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Subsidiary or from proceeds of the sale of Shares. For any payment made to Participant in Shares hereunder, generally the Company will satisfy such tax obligations by withholding and cancelling a number of Shares having a market value on the date the tax is to be determined sufficient to satisfy the Tax Withholding Amounts, provided that the amount to be withheld may not exceed the tax withholding obligations associated with the Award to the extent needed for the Company to treat the Award as an equity award for accounting purposes and to comply with applicable tax withholding laws. The Company will withhold the whole number of Shares

sufficient to satisfy the Tax Withholding Amounts and will make a cash payment to Participant for the difference between the market value of the Shares withheld and the Tax Withholding Amounts on the payment date specified in Section 4 above (but if this would cause adverse accounting treatment to the Company then the Company will withhold one fewer Share and Participant must pay cash to the Company in an amount equal to any withholding due in excess of the market value of the Shares withheld). Participant may elect to pay applicable Tax Withholding Amounts by check rather than by Share withholding as described above. The Company will deduct all applicable Tax Withholding Amounts from any payment made to Participant in cash hereunder.

(b) Participant Responsibility. Participant acknowledges and agrees that the ultimate liability for all taxes legally due by him or her is and remains Participant’s responsibility and that the Company and/or the Subsidiary: (i) make no representations nor undertakings regarding the treatment of any taxes in connection with any aspect of this Award, including the grant or vesting of the Shares subject to this Award or the subsequent sale of Shares acquired pursuant to such vesting; and (ii) do not commit to structure the terms of the grant or any aspect of this Award to reduce or eliminate Participant’s liability for taxes. In addition, Participant shall pay the Company or the Subsidiary any amount of Tax Withholding Amounts that the Company or the Subsidiary may be required to withhold as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares if Participant fails to comply with Participant’s obligations in connection with the Tax Withholding Amounts.

12. Confidential Information. Participant acknowledges that Participant developed and/or obtained or have had and will in the future continue to have access to Company Confidential Information or trade secrets. The phrase “Confidential Information” means the Company’s data, or information, without regard to form, related to the business of the Company, regardless of whether the data or information constitutes a trade secret, disclosed to the Participant or learned by the Participant as a consequence of Participant’s relationship with the Company, that is valuable to the Company, is not generally known to the Company’s competitors and which includes trade secrets, methods of operation, names of customers, price lists, financial information and projections, route books, personnel data and similar information. Confidential Information does not include data or information that has been voluntarily disclosed by the Company to the public (except where such public disclosure has been made by Participant without the Company’s authorization), that has been independently developed and disclosed by others, or that has otherwise entered the public domain through lawful means.

13. Restrictive Covenants.

(a) Non-Competition. In consideration for this Award from the Company, and the promise of continued and future access to Confidential Information, as defined in this Agreement, Participant agrees that during Participant’s employment with the Company, and for two (2) years thereafter, Participant will not engage in, provide, or perform Competitive Services within the geographic area or any other geographic area where Participant worked on behalf of the Company during the two (2) years preceding the termination of Participant’s employment from the Company. For purposes of this Agreement, “Competitive Services” means providing or offering products or services of the type conducted, authorized, offered, or provided by the Company as of the date of Participant’s termination, or during the two (2) years immediately prior to the date of Participant’s termination from employment, including without limitation, the

wholesale distribution of building products. Except as set forth herein, this Section 13 is not intended to prevent Participant from engaging in any activity that is not substantially the same as or competitive with the Company.

(b) Non-Solicitation. During Participant’s employment with the Company, and for two (2) years immediately thereafter, Participant shall not, on Participant’s own behalf, or on behalf of any other person or entity, solicit, divert, take away, induce or attempt to solicit, divert, take away, induce any customer or actively sought prospective customer or vendor of the Company, with whom the Participant had material contact during the last twelve (12) months of Participant’s employment with Participant, for the purpose of offering, providing or procuring products or services that are competitive with those products or services offered, provided or procured by the Company within two (2) years prior to the termination of Participant’s employment with the Company.

(c) Law Specific Limitations. Section 13(a) is subject to the following limitations or agreements for Participants based on the specific instances listed below.

(i) Prospective federal law may limit the applicability and enforceability of Section 13 (a) to those who are determined to be a “Senior Executive.” To the extent that this law becomes enacted and enforceable, Section 13 (a) will only apply to those Participants who meet the definition of a “Senior Executive.”

(ii) Subject to Section 13 (c)(i) above, specific States listed below limit the applicability and enforceability of Section 13(a). The Company agrees to these limitations solely for the purpose of compliance with each State’s laws. If Participant’s employment with the Company is not based in the following States, Participant agrees that Section 13(a) applies in full.

For Participants based in Colorado, Section 13(a) does not apply to unless Participant’s annualized cash compensation from the Company is at least at least $112,500 in 2023. Section 13(a) still only restricts Participant from engaging in any activity for Competitive Services (as defined above) in which the use, disclosure, or misappropriation of Confidential Information Participant had access to or obtained during Participant’s employment with the Company which may provide the Competitive Services with a competitive advantage against the Company, and/or otherwise cause harm to the Company.

For Participants based in the District of Columbia, Section 13(a) does not apply to unless Participant is reasonably expected to earn in a consecutive 12-month period or have earned in the preceding 12-month period, compensation greater than or equal to $150,000.

For Participants based in Louisiana, Participant agrees that the Company operates throughout the State of Louisiana, and that Section 13(a) therefore applies in every parish and municipality in the State.

For Participants based in the State of Washington, Section 13(a) does not apply unless Participant’s annual earnings from employment with the Company exceed $116,593.18 in 2024.

14. Participant Acknowledgments and Agreements. By accepting the grant of this Award, Participant acknowledges and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement; (b) the grant of this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares, or benefits in lieu of Shares, even if Shares have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company and the Committee; (d) Participant’s participation in the Plan shall not create a right of future employment with the Company and shall not interfere with the ability of the Company to terminate Participant’s employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (e) Participant is participating voluntarily in the Plan; (f) this Award is an extraordinary item that is outside the scope of Participant’s employment contract, if any; (g) this Award is not part of Participant’s normal or expected compensation or salary for any purposes, including but not limited to calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (h) in the event Participant is not an employee of the Company, this Award will not be interpreted to form an employment contract or relationship with the Company; (i) the value of the Shares may increase or decrease in value and the future value of the underlying Shares cannot be predicted; and (j) except as otherwise set forth herein, in the event of any termination of employment (whether or not in breach of local labor laws), Participant’s right to vest in the Award and receive any Shares will terminate effective as of the date that Participant is no longer employed and will not be extended by any notice period mandated under local statute, contract or common law; the Committee shall have the exclusive discretion to determine when Participant is no longer employed for purposes of this Award.

15. Plan Information. By signing or acknowledging this Agreement as specified below, Participant agrees to be bound by the Plan and to receive copies of the Plan, the Plan prospectus and other Plan information from the Company’s intranet and shareholder information, including copies of any annual report, proxy statement, Form 10-K, Form 10-Q, Form 8-K and other information filed with the SEC, from the investor relations section of the Company’s website at www.BlueLinxCo.com. Participant acknowledges that copies of the Plan, Plan prospectus, Plan information and shareholder information are available upon written or telephonic request to the Company’s Corporate Secretary.

16. Injunctive Relief. Participant agrees that the restraints contained in Section (13) are, in consideration for, and necessary for the protection of the goodwill, Confidential Information, and other legitimate interests of the Company; that each and every restraint is reasonable in respect to subject matter, length of time and geographic area, to the extent they apply in the geographic area in which Participant’s employment with the Company is based; and that these restraints, neither individually nor in the aggregate, will prevent Participant from obtaining other suitable employment during the period in which Participant is bound by such restraints. Participant further acknowledges that, if Participant breaches the covenants contained in Section 13, the damage to the Company would be irreparable. Participant therefore agrees that the Company, in addition to any other remedies available to it, including, without limitation, the remedies set forth in Section 17 below, shall be entitled to injunctive relief against Participant’s breach or threaten breach of said covenants, to the extent they apply, in the Geographic Area. Participant and the Company further agree, in the event that any one or

more of the provisions of Section 13 shall be determined by a court of competent jurisdiction to be unenforceable by reason of it being overly broad, such provision shall be modified by such court to the extent necessary to permit its enforcement to the maximum extent permitted by law.

17. Clawback Policy. This Award shall be subject to: (a) the terms and conditions of any applicable policy of recoupment or recovery of compensation adopted by the Company from time to time (as such policy may be amended), including but not limited to Policy on “Recovery of Erroneously Awarded Incentive-Based Compensation” as adopted effective November 15, 2023, and as it may be amended or replaced from time to time; (b) terms and conditions regarding recoupment or recovery of compensation in any agreement between the Company or any Subsidiary and Participant; and (c) the requirements of any applicable law or regulation with respect to the recoupment or recovery of incentive compensation. Participant hereby agrees to be bound by the requirements of this Section 17. The recoupment or recovery of any portion of the Award (or vested Shares) that is permitted by any such policy, agreement, law or regulation may be made by the Company or the Subsidiary that employed Participant.

18. Complete Agreement. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant, oral or written, with respect to the subject matter hereof. The terms of this Agreement control over any contrary provision in Participant’s employment agreement with the Company or in any severance plan or other agreement that applies to Participant. If Participant is a party to an employment agreement or severance plan or agreement with the Company and such plan or agreement includes one or more provisions that specifically applies to equity awards such as this Award, such provisions of such plan or agreement are hereby superseded and shall not apply to this Award. Acceptance of this Agreement shall be deemed an amendment or modification of such other plan or agreement solely with respect to this Award. If provisions of the Plan and this Agreement conflict, the Plan provisions will govern.

19. Modification of Agreement. No provision of this Agreement may be materially amended or waived unless agreed to in writing and signed by the Committee (or its designee). Any such amendment to this Agreement that is materially adverse to Participant shall not be effective unless and until Participant consents, in writing, to such amendment (provided that any amendment that is required to comply with Section 409A shall be effective without consent unless Participant expressly denies consent to such amendment in writing). The failure to exercise, or any delay in exercising, any right, power or remedy under this Agreement shall not waive any right, power or remedy which the Company has under this Agreement.

20. Participant Bound by Plan; Successors. Participant acknowledges receiving, or being provided with access to, a prospectus describing the material terms of the Plan, and agrees to be bound by all the terms and conditions of the Plan. Except as limited by the Plan or this Agreement, this Agreement is binding on and extends to the legatees, distributees and personal representatives of Participant and the successors of the Company.

21. Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

22. Section 409A.

(a) General. It is intended that payments under this Agreement will not be considered nonqualified deferred compensation subject to Section 409A and that such payments will satisfy the exemption from Section 409A for “short-term deferrals.” Notwithstanding the foregoing, to the extent that any compensation payable under this Agreement constitutes deferred compensation within the meaning of Section 409A, (i) this Agreement and the payments hereunder will be administered and interpreted to comply with Section 409A and the Department of Treasury regulations and other guidance thereunder, (ii) any provisions of this Agreement that provide for payment of compensation that is subject to Section 409A and that has payment triggered by Participant’s termination of employment shall be deemed to provide for payment that is triggered only by Participant’s “separation from service” within the meaning of Treasury Regulation Section §1.409A-1(h) (a “Section 409A Separation from Service”), (iii) if Participant is a “specified employee” within the meaning of Treasury Regulation Section §1.409A-1(i) on the date of Participant’s Section 409A Separation from Service (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of such Section 409A Separation from Service or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Treasury Regulation Section 1.409A-1(i)), such compensation triggered by such Section 409A Separation from Service shall be paid to Participant six months following the date of such Section 409A Separation from Service (provided, however, that if Participant dies after the date of such Section 409A Separation from Service, this six month delay shall not apply from and after the date of Participant’s death); and (iv) to the extent necessary to comply with Code Section 409A, if a Change in Control does not constitute a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as provided under Section 409A and the Treasury Regulations thereunder, the right to the Shares subject to the Award shall vest and be nonforfeitable as of the date of the Change of Control as specified in Section 3(b) above but the settlement and transfer of the Shares (or cash in lieu of Shares) under Section 4 shall not occur until each Vesting Date or a qualifying termination of employment following the Change in Control, subject to delay as provided in clause (iii) above. For purposes of Section 409A, each payment under this Agreement shall be treated as a separate payment.

(b) No Company Representation. Notwithstanding the foregoing, the Company makes no representation to Participant that the Award and any Shares issued pursuant to this Agreement are exempt from, or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless Participant or any beneficiary for any tax, additional tax, interest or penalties that Participant or any beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof or any other action taken with respect thereto is deemed to violate any of the requirements of Section 409A.

“personal data”). Certain personal data may also constitute “sensitive personal data” within the meaning of applicable local law. Such data includes but is not limited to information described above and any changes thereto and other appropriate personal and financial data about Participant. Participant hereby provides explicit consent to the Company and its Subsidiaries to process any such personal data and sensitive personal data. Participant also hereby provides explicit consent to the Company and its Subsidiaries to transfer any such personal data and sensitive personal data outside the country in which Participant is employed, and to the United States or other jurisdictions. The legal persons for whom such personal data are intended are the Company and its Subsidiaries, any third-party stock plan administrator, and any company providing services to the Company in connection with compensation planning purposes or the administration of the Plan.

24. Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company as follows:

BlueLinx Holdings Inc.

c/o General Counsel & Corporate Secretary

1950 Spectrum Circle, Suite 300

Marietta, GA 30067

Any notice to be given under the terms of this Agreement to Participant shall be addressed to Participant at the address listed in the Company’s records. By a notice given pursuant to this Section 24, either party may designate a different address for notices. Any notice shall be deemed to have been duly given when personally delivered (addressed as specified above) or when enclosed in a properly sealed envelope (addressed as specified above) and deposited, postage prepaid, with the U.S. postal service or an express mail company.

25. Venue and Choice of Law. The laws of the State of Georgia shall govern this Agreement without regard for conflicts of law rules. If Georgia’s conflicts of law rules would otherwise apply another state’s laws, Participant agrees that Georgia law shall still govern. The exclusive forum for any action to enforce this Agreement, as well as any action relating to or arising out of this Agreement, shall be the state or federal courts of the State of Georgia. Participant hereby consents to the personal jurisdiction and venue of the state and/or federal courts located in Georgia and waives (i) any objection to jurisdiction or venue, or (ii) any defense claiming lack of jurisdiction or improper venue, in any action brought in such Georgia courts.

26. Effectiveness of Agreement. This Agreement shall not be effective unless and until Participant shall have signed or acknowledged this Agreement as specified herein within thirty (30) days following the Grant Date. If Participant does not satisfy this requirement, the Award will automatically become void and of no effect at midnight on the thirty-first (31st) day following the Grant Date.

BLUELINX HOLDINGS INC.

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

###REQUIRED_SIGNATURE### ###ACCEPTANCE_DATE###

(Signature) (Date)

###PARTICIPANT_NAME###

(Printed Name)

EXHIBIT 10.2

BLUELINX HOLDINGS INC.

2021 LONG-TERM INCENTIVE PLAN

2024 PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

###PARTICIPANT_NAME###

Number of Shares Subject to Award: ###TOTAL_AWARDS###

Grant Date: ###GRANT_DATE###

Pursuant to the BlueLinx Holdings Inc. 2021 Long-Term Incentive Plan (the “Plan”), BlueLinx Holdings Inc., a Delaware corporation (the “Company”), has granted the above-named participant (“Participant”) Restricted Stock Units (the “RSUs” or the “Award”) entitling Participant to receive shares of Company common stock (the “Shares” on the terms and conditions set forth in this agreement (this “Agreement”) and the Plan. Capitalized terms used in this Agreement and not defined herein shall have the meanings set forth in the Plan.

1. Grant Date. The Company granted the Award to Participant on the Grant Date set forth above (the “Grant Date”).

2. Vesting.

(a) Standard Vesting. Except as provided in subsection (b) below, (i) if the Committee determines that the Performance Measure specified on Exhibit A has been achieved at least at the threshold level specified on Exhibit A, and Participant remains employed by the Company until the date on which the Committee makes such determination (the “Vesting Date”), then Participant’s Earned Award within the meaning specified on Exhibit A shall become vested and nonforfeitable and subject to settlement and transfer of Shares under Section 4 on the Vesting Date, and Participant shall forfeit all remaining RSUs (if any) in the Target Award other than the Earned Award, and (ii) if the Committee determines on the Vesting Date that the Performance Measure has not been achieved at least at the threshold level, then Participant shall forfeit the entire Award on the Vesting Date and no amount shall be payable under this Agreement.

(b) Change in Control.

(i) Upon a Change in Control, if the surviving entity in such Change in Control does not assume or replace the Award, then the Award shall become vested and nonforfeitable on the effective date of the Change in Control based on the greater of the target performance or the actual performance through the date of the Change in Control (as specified on Exhibit A) and such vested portion of the Award shall be subject to settlement and transfer of Shares under Section 4 on the effective date of the Change in Control. Participant shall forfeit on the effective date of the Change in Control any portion of the Award that does not become vested and nonforfeitable pursuant to the immediately preceding sentence.

agreement exists, in any applicable policy or plan of the Company in effect immediately prior to the effective date of the Change in Control), or Participant’s employment is subsequently terminated by Participant for Good Reason (as defined in Participant’s then-current written employment agreement, or if no such agreement exists, in any applicable policy or plan of the Company in effect prior to the effective date of the Change in Control), in either case within twenty-four (24) calendar months following the effective date of the Change in Control, then the assumed or replaced Award shall immediately become vested and nonforfeitable based on the greater of the target performance or the actual performance through the date of such termination of employment and such vested portion of the assumed or replace Award shall be subject to settlement and transfer under Section 4 as of the date on which such termination of employment occurs. If Participant is not a party to a written employment agreement or covered by a policy or plan of the Company that contains a definition of Cause and is in effect immediately prior to the effective date of a Change in Control, then the accelerated vesting described above for a termination of employment for other than for Cause does not apply to Participant. Similarly, if Participant is not a party to a written employment agreement or covered by a policy or plan of the Company that contains a definition of Good Reason and is in effect immediately prior to the effective date of a Change in Control, then the accelerated vesting described above for a termination of employment by Participant for Good Reason does not apply to Participant.

3. Forfeiture of RSUs.

(a) Termination of Employment. Prior to the Vesting Date, except as otherwise provided herein, the entire Award shall be immediately forfeited upon Participant’s termination of employment with the Company for any reason whatsoever; provided, that the Committee reserves the right, in its sole discretion, to waive or amend this provision, in whole or in part. For purposes of this Agreement, employment with any Subsidiary of the Company shall be considered employment with the Company and a termination of employment shall mean a termination of employment with the Company and each Subsidiary by which Participant is employed. Upon the effective date of a Change in Control, all references in this Agreement to employment with the Company shall be deemed to include employment with the surviving entity in such Change in Control and its subsidiaries, and any transfer of employment from the Company or any Subsidiary to the surviving entity in such Change in Control or any of its subsidiaries shall not constitute a termination of employment or otherwise interrupt Participant’s continuous employment for purposes of this Agreement.

party designated by Participant) on or as soon as practicable after (but no later than 30 days after) the first to occur of the Vesting Date, the date of a Change in Control, and the date of Participant’s termination of employment (subject, as applicable, to delay under Section 22). Any Shares issued to Participant will not be subject to any restrictions under this Agreement but may be subject to certain restrictions under applicable securities laws.

11. Taxes.

(a) Withholding. Upon the vesting and delivery of Shares subject to this Award, Participant shall pay or make adequate arrangements satisfactory to the Company and/

or the employing Subsidiary to withhold all applicable federal, state and local income and employment taxes (“Tax Withholding Amounts”) payable with respect to this Award from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Subsidiary or from proceeds of the sale of Shares. For any payment made to Participant in Shares hereunder, generally the Company will satisfy such tax obligations by withholding and cancelling a number of Shares having a market value on the date the tax is to be determined sufficient to satisfy the Tax Withholding Amounts, provided that the amount to be withheld may not exceed the tax withholding obligations associated with the Award to the extent needed for the Company to treat the Award as an equity award for accounting purposes and to comply with applicable tax withholding laws. The Company will withhold the whole number of Shares sufficient to satisfy the Tax Withholding Amounts and will make a cash payment to Participant for the difference between the market value of the Shares withheld and the Tax Withholding Amounts on the payment date specified in Section 4 above (but if this would cause adverse accounting treatment to the Company then the Company will withhold one fewer Share and Participant must pay cash to the Company in an amount equal to any withholding due in excess of the market value of the Shares withheld). Participant may elect to pay applicable Tax Withholding Amounts by check rather than by Share withholding as described above. The Company will deduct all applicable Tax Withholding Amounts from any payment made to Participant in cash hereunder.

13. Restrictive Covenants.

(b) Non-Solicitation. During Participant’s employment with the Company, and for two (2) years immediately thereafter, Participant shall not, on Participant’s own behalf, or on behalf of any other person or entity, solicit, divert, take away or induce or attempt to solicit, divert, take away or induce any customer or vendor, or actively sought prospective customer or vendor of the Company, with whom the Participant had material contact during the last twelve (12) months of Participant’s employment with Participant, for the purpose of offering, providing or procuring products or services that are competitive with those products or services offered, provided or procured by the Company within two (2) years prior to the termination of Participant’s employment with the Company.

(c) Law Specific Limitations. Section 13(a) is subject to the following limitations or agreements for Participants based on the specific instances listed below.

For Participants based in the State of Washington, Section 13(a) does not apply unless Participant’s annual earnings from employment with the Company exceed $116,593.18 in 2024.

16. Injunctive Relief. Participant agrees that the restraints contained in Section 13 are, in consideration for, and necessary for the protection of the goodwill, Confidential Information, and other legitimate interests of the Company; that each and every restraint is reasonable in respect to subject matter, length of time and geographic area, to the extent they apply in the geographic area in which Participant’s employment with the Company is based; and that these restraints, neither individually nor in the aggregate, will prevent Participant from

obtaining other suitable employment during the period in which Participant is bound by such restraints. Participant further acknowledges that, if Participant breaches the covenants contained in Section 13, the damage to the Company would be irreparable. Participant therefore agrees that the Company, in addition to any other remedies available to it, including, without limitation, the remedies set forth in Section 17 below, shall be entitled to injunctive relief against Participant’s breach or threaten breach of said covenants, to the extent they apply, in the Geographic Area. Participant and the Company further agree, in the event that any one or more of the provisions of Section 13 shall be determined by a court of competent jurisdiction to be unenforceable by reason of it being overly broad, such provision shall be modified by such court to the extent necessary to permit its enforcement to the maximum extent permitted by law.

this Agreement, this Agreement is binding on and extends to the legatees, distributees and personal representatives of Participant and the successors of the Company.

22. Section 409A.

(a) General. It is intended that payments under this Agreement will not be considered nonqualified deferred compensation subject to Section 409A and that such payments will satisfy the exemption from Section 409A for “short-term deferrals.” Notwithstanding the foregoing, to the extent that any compensation payable under this Agreement constitutes deferred compensation within the meaning of Section 409A, (i) this Agreement and the payments hereunder will be administered and interpreted to comply with Section 409A and the Department of Treasury regulations and other guidance thereunder, (ii) any provisions of this Agreement that provide for payment of compensation that is subject to Section 409A and that has payment triggered by Participant’s termination of employment shall be deemed to provide for payment that is triggered only by Participant’s “separation from service” within the meaning of Treasury Regulation Section §1.409A-1(h) (a “Section 409A Separation from Service”), (iii) if Participant is a “specified employee” within the meaning of Treasury Regulation Section §1.409A-1(i) on the date of Participant’s Section 409A Separation from Service (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of such Section 409A Separation from Service or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Treasury Regulation Section 1.409A-1(i)), such compensation triggered by such Section 409A Separation from Service shall be paid to Participant six months following the date of such Section 409A Separation from Service (provided, however, that if Participant dies after the date of such Section 409A Separation from Service, this six month delay shall not apply from and after the date of Participant’s death); and (iv) to the extent necessary to comply with Code Section 409A, if a Change in Control does not constitute a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as provided under Section 409A and the Treasury Regulations thereunder, the right to the Shares subject to the Award shall vest and be nonforfeitable as of the date of the Change of Control as specified in Section 3(b) above but the settlement and transfer of the Shares (or cash in lieu of Shares) under Section 4 shall not occur until the Vesting Date or a qualifying termination of employment following the Change in Control, subject to delay as provided in clause (iii) above. For purposes of Section 409A, each payment under this Agreement shall be treated as a separate payment.

23. Consent for Accumulation and Transfer of Data. Participant consents to the accumulation and transfer of data concerning him or her and the Award to and from the Company (and its Subsidiaries) and such other agent as may administer the Plan on behalf of the Company from time to time. In addition, Participant understands that the Company and its Subsidiaries hold certain personal information about Participant, including but not limited to his or her name, home address, telephone number, date of birth, social security number, salary, nationality, job title, and details of all grants or awards, vested, unvested, or expired (the “personal data”). Certain personal data may also constitute “sensitive personal data” within the meaning of applicable local law. Such data includes but is not limited to information described above and any changes thereto and other appropriate personal and financial data about Participant. Participant hereby provides explicit consent to the Company and its Subsidiaries to process any such personal data and sensitive personal data. Participant also hereby provides explicit consent to the Company and its Subsidiaries to transfer any such personal data and sensitive personal data outside the country in which Participant is employed, and to the United States or other jurisdictions. The legal persons for whom such personal data are intended are the Company and its Subsidiaries, any third-party stock plan administrator, and any company providing services to the Company in connection with compensation planning purposes or the administration of the Plan.

24. Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company as follows:

BlueLinx Holdings Inc.

c/o General Counsel & Corporate Secretary

1950 Spectrum Circle, Suite 300

Marietta, GA 30067

BLUELINX HOLDINGS INC.

###REQUIRED_SIGNATURE### ###ACCEPTANCE_DATE###

(Signature) (Date)

###PARTICIPANT_NAME###

(Printed Name)

Exhibit A – Performance Measure

Performance Targets

(BXC 2024 LTIP)

The performance measures will be the following measures for the period that begins on the first day of the Company’s third fiscal quarter of 2024 and ends on the last day of the Company’s second fiscal quarter of 2027 (the “Performance Period”):

the Adjusted EBITDA (“CAE”)

average Return on Working Capital (“ROWC”)

Participant will be eligible to earn a number of RSUs relative to the number of RSUs in Participant’s Target Award based upon achievement of the Company’s CAE and ROWC for the Performance Period as follows:


Payout	Performance Period CAE ($MM)	Performance Period ROWC
30% (Min)
50%
75%
100%
150%
200% (Max)

1. Payouts will be interpolated for results between the payout levels shown above. The CAE measure will be weighted 60% and the ROWC measure will be weighted 40%.

2. No RSUs will be earned with respect to the CAE performance measure if the actual CAE for the Performance Period is less than $xxx million.

3. No RSUs will be earned with respect to the ROWC performance measure if the actual ROWC for the Performance Period is less than xx%.

ROWC shall be calculated by dividing the 3-Year Average Adjusted EBITDA by the 3-Year Average Working Capital.

“Adjusted EBITDA” shall mean an amount equal to net income (loss) plus interest expense and all interest expense related items, income taxes, depreciation and amortization, and further adjusted for certain non-cash items and other special items, including compensation expense from share based compensation, one-time charges associated with the legal, consulting, and professional fees related to our merger and acquisition activities, gains or losses on sales of properties, amortization of deferred gains on real estate, and expense associated with our restructuring activities, such as severance, in addition to other significant and/or one-time, nonrecurring, non-operating items.

“Working Capital” shall be the sum of accounts receivable plus inventories less accounts payable and bank overdrafts.

The “3-Year Average Adjusted EBITDA” shall be calculated by dividing the CAE for the Performance Period by 3.

The “3-Year Average Working Capital” shall be calculated by dividing the sum of the thirty-six fiscal month Working Capital amounts for the Performance Period by 36.

The Company’s Principal Accounting Officer (“PAO”) shall determine if the performance measures have been achieved within a reasonable period following the end of the Performance Period. If the PAO determines that one or both performance measures have been achieved, then the PAO shall present to the Committee for certification the achievement of such performance measures.

The Committee shall have discretion to adjust the performance measures or to adjust the calculations of Adjusted EBITDA and Working Capital for unexpected, extraordinary, unusual and/or non-recurring items.

EXHIBIT 10.3

Restricted Stock Unit Agreement for Directors Pursuant to the BlueLinx Holdings Inc. 2021 Long-Term Incentive Plan

_____________________________________________________________________________________

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made effective as of May 17, 2024 (the “Date of Grant”), by and between BlueLinx Holdings Inc., a Delaware corporation (the “Company”), and NAME (the “Participant”).

Recitals

A. The Company desires to provide the Participant with Restricted Stock Units (“Units”) of the Company to carry out the purposes of the Company’s 2021 Amended and Restated Long-Term Incentive Plan, as may be amended from time to time (the “Plan”), a copy of which has been made available to the Participant and the terms of which are incorporated by reference herein and shall be considered a part of this Agreement.

B. The Plan provides that each grant under the Plan is to be evidenced by a written agreement setting forth the terms and conditions of the grant.

C. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

ACCORDINGLY, in consideration of the promises and of the mutual covenants and agreements contained herein, the Company and the Participant hereby agree as follows:

1. Grant of Restricted Stock Units. Subject to the terms and provisions of this Agreement and the Plan, the Company granted to the Participant, as of the Date of Grant, One Thousand Three Hundred Forty (1,340) Units, each Unit corresponding to one share of the common stock, par value $0.01 per share, of the Company (a “Share”). Each Unit represents an unsecured promise of the Company to deliver, and the right of the Participant to receive, a Share at the time and on the terms and conditions set forth herein. As a holder of Units, the Participant has only the right of a general unsecured creditor of the Company. The grant of Units is subject to the following terms and conditions.

2. Vesting of Units. The Participant shall become vested with respect to one hundred percent (100%) of the Units on the first anniversary of the Date of Grant (the “Vesting Date”), provided the Participant has remained continuously in service as a Non-Employee Director of the Company from the Date of Grant to the Vesting Date. The Participant shall forfeit all unvested Units immediately upon the Participant ceasing to serve as a Director of the Company for any reason other than the Participant not standing for re-election by the Company’s stockholders. If the Participant ceases to serve as a Director of the Company because the Participant does not stand for re-election, the Participant shall vest in a prorated number of Units calculated by dividing (A) the number of days between the Date of Grant and the Participant’s last day as a Director of the Company, by (B) 365 days. Notwithstanding any provision in this Agreement or the Plan to the contrary, in the event of a Change in Control (or any other similar event determined by the

EXHIBIT 10.3

Committee), Units shall only become vested if the Committee, in its sole discretion, elects to vest the Units or any portion thereof.

3. Settlement of Units. Subject to Section 16, as soon as reasonably practicable (and within thirty (30) days) after the Vesting Date, the Company shall issue to the Participant one Share for each Unit that has become vested under Section 2 above, subject to the terms of Section 4 below. Notwithstanding the foregoing, in lieu of delivery of Shares, the Committee may, in its sole and absolute discretion, direct the Company to pay to the Participant cash in an amount equal to the Fair Market Value of the Share or Shares that would otherwise be delivered to the Participant.

4. Rights and Restrictions as a Unitholder. The Participant shall have no rights as a stockholder unless and until the issuance of the Shares upon settlement of the Units, including, without limitation, the right to vote and the right to receive dividends. The Company may include on any certificates or notations representing Shares issued pursuant to Units such legends referring to any representations, restrictions or any other applicable statements as the Company, in its discretion, shall deem appropriate.

5. Nontransferability. Except as provided herein, the Units and the Shares issuable hereunder and the rights and privileges conferred hereby may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated by operation of law or otherwise other than upon the Participant’s death, to a beneficiary in accordance with the Plan or by will or the laws of descent and distribution. If the Units are transferred by will or the laws of descent and distribution, the Units must be transferred in their entirety to the same person or persons or entity or entities. No right or interest of the Participant or any transferee in the Units shall be subject, in whole or in part, to attachment, execution, or levy of any kind. Any purported transfer in violation of this section shall be null and void. Notwithstanding the foregoing, the Participant may transfer the Units to a grantor trust if the Participant completes a transfer form as provided by the Company, which is accepted by the Company.

6. Adjustments in Capital Structure. In the event of a change in corporate capitalization as described in Sections 4.3 and 18.2 of the Plan, the Committee shall make appropriate adjustments to the number and class of Shares or other stock or securities subject to the Award. The Committee’s adjustments shall be effective and final, binding and conclusive for all purposes of this Agreement.

7. Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon Participant, the Company, and all other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Agreement.

EXHIBIT 10.3

8. Notice. Any notice or other communication given pursuant to this Agreement, or in any way with respect to this grant of Units, shall be in writing and shall be personally delivered or mailed by United States registered or certified mail, postage prepaid, return receipt requested, to the following addresses:

If to the Company: BlueLinx Holdings Inc.

1950 Spectrum Circle, Suite 300

Marietta, Georgia 30067

Attention: General Counsel and Corporate Secretary

If to the Participant: Address on file with the Company

9. Expenses. Nothing contained in this Agreement shall be construed to impose any liability on the Company in favor of the Participant for any cost, loss, or expense the Participant may incur in connection with, or arising out of any transaction under, this Agreement.

10. No Continued Service. Nothing in this Agreement or the Plan shall be construed to constitute or be evidence of an agreement or understanding, express or implied, on the part of the Company or any Subsidiary or Affiliate of the Company to continue the Participant’s service on the Board of Directors on any terms or for any specific period of time or at any particular rate of compensation.

11. Complete Agreement, Amendment. This Agreement and the Plan, which by this reference is hereby incorporated herein in its entirety, contain the entire agreement between the Company and the Participant with respect to the transactions contemplated hereby and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. No provision of this Agreement may be materially amended or waived unless agreed to in writing and signed by the Committee (or its designee). Any such amendment to this Agreement that is materially adverse to the Participant shall not be effective unless and until the Participant consents, in writing or by electronic means, to such amendment (provided that any amendment that is required to comply with Section 409A of the Code shall be effective without consent unless Participant expressly denies consent to such amendment in writing). The failure to exercise, or any delay in exercising, any right, power or remedy under this Agreement shall not waive any right, power or remedy which the Company has under this Agreement.

12. Tax Consequences. The Participant acknowledges that (i) there may be tax consequences upon acquisition or disposition of the Shares issued pursuant to the Units, and (ii) the Participant should consult a tax adviser prior to such acquisition or disposition. Participant acknowledges and agrees that the ultimate liability for all taxes legally due by him or her is and remains Participant’s responsibility and that the Company (i) makes no representations nor undertakings regarding the treatment of any taxes in connection with any aspect of this Award, including the grant or vesting of the Shares subject to this Award or the subsequent sale of Shares acquired pursuant to such vesting; and (ii) does not commit to structure the terms of the grant or any aspect of this Award to reduce or eliminate Participant’s liability for taxes.

EXHIBIT 10.3

13. Binding Effect. Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the distributees, legatees and personal representatives of the Participant and the successors of the Company.

14. Conflicts. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof.

15. Counterparts. This Agreement may be executed in a number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one in the same instrument.

16. Miscellaneous. The parties agree to execute such further instruments and take such further actions as may be necessary to carry out the intent of the Plan and this Agreement.

17. Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

18. Section 409A. This Agreement and this award of Units is intended to comply with Code Section 409A and the regulations and guidance promulgated thereunder (“Section 409A”). This Agreement shall be interpreted and administered by the Committee (or its designee) as it determines necessary or appropriate in accordance with Section 409A to avoid a plan failure under Code Section 409A(a)(1). Specifically, (i) no payment of Shares that is payable upon the Participant’s termination from service as a 4 director will be payable unless and until the Participant incurs a separation from service as defined in Section 409A, and (ii) if the Participant is a specified employee as determined under Section 409A, any settlement of the Units by payment of Shares that is payable upon the Participant’s separation from service, rather than upon a fixed date or due to death, shall be subject to the six-month delay rules of Section 409A as specified in Section 21.16 of the Plan. Notwithstanding the preceding, neither the Company nor any Subsidiary or Affiliate of the Company shall be liable to the Participant or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any payments hereunder are subject to taxes, penalties or interest as a result of failing to be exempt from, or comply with, Section 409A of the Code.

19. Other Legal Requirements. This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. In addition, this Agreement shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities as may be required. The Company shall have no liability to

EXHIBIT 10.3

deliver any Shares under the Plan unless such delivery would comply with all applicable state, federal, and foreign laws (including, without limitation and if applicable, the requirements of the Securities Act of 1933), and any applicable requirements of any securities exchange or similar entity. By executing and returning a copy of this Agreement or by accepting this Award as evidenced by electronic means acceptable to the Committee, the Participant (i) accepts this Award and agrees to be bound by all of the terms of this Agreement and the Plan, (ii) represents that he or she is familiar with the terms and provisions of this Agreement and the Plan, (iii) acknowledges availability and accessibility of the Plan document, the Plan prospectus, and either the Company’s latest annual report to stockholders or annual report on Form 10-K on the Plan and/or Company websites, and (iv) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee regarding any questions arising under the Plan. Participant understands that he may request paper copies of the foregoing documents by contacting the Company’s Corporate Secretary.

20. Governing Law. Any issue related to the formation, execution, performance, and interpretation of this Agreement shall be governed by the laws of the State of Georgia, without regard to conflict of law provisions.

21. Headings. The section and subsection headings used in this Agreement are for convenient reference and are not a part of this Agreement.

BlueLinx Holdings Inc.

Shyam K. Reddy

President and Chief Executive Officer

Participant

_________________________

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.


July 30, 2024			/s/ Shyam K. Reddy
			Shyam K. Reddy
			President and Chief 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, Andrew Wamser, certify that:

(1)I have reviewed this quarterly report on Form 10-Q of BlueLinx Holdings Inc.;

(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.


July 30, 2024			/s/ Andrew Wamser
			Andrew Wamser
			Senior Vice President and Chief 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 June 29, 2024, 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.


July 30, 2024			/s/ Shyam K. Reddy
			Shyam K. Reddy
			President and Chief 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 June 29, 2024, as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), I, Andrew Wamser, Senior Vice President and Chief 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.


July 30, 2024			/s/ Andrew Wamser
			Andrew Wamser
			Senior Vice President and Chief Financial Officer

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 29, 2024	Jul. 26, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 29, 2024
Document Transition Report	false
Entity File Number	001-32383
Entity Registrant Name	BlueLinx Holdings Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	77-0627356
Entity Address, Address Line One	1950 Spectrum Circle
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Marietta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30067
City Area Code	770
Local Phone Number	953-7000
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	BXC
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		8,525,583
Entity Central Index Key	0001301787
Current Fiscal Year Date	--12-28
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Income Statement [Abstract]
Net sales	$ 768,363	$ 815,967	$ 1,494,607	$ 1,613,871
Cost of products sold	645,919	680,164	1,244,482	1,344,529
Gross profit	122,444	135,803	250,125	269,342
Operating expenses (income):
Selling, general, and administrative	89,453	88,750	180,703	179,924
Depreciation and amortization	10,120	7,951	19,553	15,669
Amortization of deferred gains on real estate	(984)	(984)	(1,968)	(1,968)
Other operating expenses	8	993	322	4,109
Total operating expenses	98,597	96,710	198,610	197,734
Operating income	23,847	39,093	51,515	71,608
Non-operating expenses:
Interest expense, net	4,801	6,311	9,425	13,998
Other expense, net	0	594	0	1,188
Income before provision for income taxes	19,046	32,188	42,090	56,422
Provision for income taxes	4,710	7,722	10,262	14,144
Net income	$ 14,336	$ 24,466	$ 31,828	$ 42,278
Basic earnings per share (in dollars per share)	$ 1.65	$ 2.70	$ 3.68	$ 4.67
Diluted earnings per share (in dollars per share)	$ 1.65	$ 2.70	$ 3.66	$ 4.67
Comprehensive income:
Net income	$ 14,336	$ 24,466	$ 31,828	$ 42,278
Other comprehensive income:
Amortization of unrecognized pension gain, net of tax	0	225	0	464
Other	0	(11)	0	(22)
Total other comprehensive income	0	214	0	442
Comprehensive income	$ 14,336	$ 24,680	$ 31,828	$ 42,720

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 29, 2024	Dec. 30, 2023
Current assets:
Cash and cash equivalents	$ 491,392	$ 521,743
Receivables, less allowances of $3,344 and $3,398, respectively	273,537	228,410
Inventories, net	357,573	343,638
Other current assets	36,220	26,608
Total current assets	1,158,722	1,120,399
Property and equipment, at cost	413,905	396,321
Accumulated depreciation	(181,841)	(170,334)
Property and equipment, net	232,064	225,987
Operating lease right-of-use assets	44,418	37,227
Goodwill	55,372	55,372
Intangible assets, net	28,787	30,792
Deferred income tax asset, net	53,677	53,256
Other non-current assets	13,036	14,568
Total assets	1,586,076	1,537,601
Current liabilities:
Accounts payable	179,375	157,931
Accrued compensation	12,310	14,273
Finance lease liabilities - current	11,132	11,178
Operating lease liabilities - current	8,460	6,284
Real estate deferred gains - current	3,935	3,935
Other current liabilities	22,250	24,961
Total current liabilities	237,462	218,562
Non-current liabilities:
Long-term debt	294,403	293,743
Finance lease liabilities, less current portion	280,206	274,248
Operating lease liabilities, less current portion	37,369	32,519
Real estate deferred gains, less current portion	64,697	66,599
Other non-current liabilities	19,607	17,644
Total liabilities	933,744	903,315
Commitments and Contingencies
STOCKHOLDERS’ EQUITY:
Preferred Stock, $0.01 par value, 30,000,000 shares authorized, none outstanding	0	0
Common Stock, $0.01 par value, 20,000,000 shares authorized, 8,551,462 and 8,650,046 outstanding, respectively	86	87
Additional paid-in capital	151,279	165,060
Retained earnings	500,967	469,139
Total stockholders’ equity	652,332	634,286
Total liabilities and stockholders’ equity	$ 1,586,076	$ 1,537,601

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands	Jun. 29, 2024	Dec. 30, 2023
Statement of Financial Position [Abstract]
Allowance for doubtful accounts receivable	$ 3,344	$ 3,398
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	30,000,000	30,000,000
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, shares outstanding (in shares)	8,551,462	8,650,046

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($)
$ in Thousands

Total

Common Stock

Additional Paid-In Capital

Accumulated Other Comprehensive Loss

Retained Earnings

Beginning balance (in shares) at Dec. 31, 2022

9,049,000

Beginning balance at Dec. 31, 2022

$ 590,029

$ 90

$ 200,748

$ (31,412)

$ 420,603

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income

17,812

Other comprehensive income

228

Vesting of restricted stock units (in shares)

67,000

Vesting of restricted stock units

$ 1

(1)

$ 4,569

4,569

Repurchase of shares to satisfy employee tax withholdings (in shares)

(8,000)

Repurchase of shares to satisfy employee tax withholdings

$ (570)

(570)

Obligation for repurchase of shares to satisfy employee tax withholdings (in shares)

(19,000)

Obligation for repurchase of shares to satisfy employee tax withholdings

(1,319)

Ending balance (in shares) at Apr. 01, 2023

9,089,000

Ending balance at Apr. 01, 2023

610,749

$ 91

203,427

(31,184)

438,415

Beginning balance (in shares) at Dec. 31, 2022

9,049,000

Beginning balance at Dec. 31, 2022

590,029

$ 90

200,748

(31,412)

420,603

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income

42,278

Other comprehensive income

$ 442

Repurchase of shares to satisfy employee tax withholdings (in shares)

(141,705)

Ending balance (in shares) at Jul. 01, 2023

9,008,000

Ending balance at Jul. 01, 2023

$ 622,771

$ 90

190,770

(30,970)

462,881

Beginning balance (in shares) at Apr. 01, 2023

9,089,000

Beginning balance at Apr. 01, 2023

610,749

$ 91

203,427

(31,184)

438,415

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income

24,466

Other comprehensive income

214

Vesting of restricted stock units (in shares)

95,000

Vesting of restricted stock units

(1)

$ 1,926

1,926

Repurchase of shares to satisfy employee tax withholdings (in shares)

(141,705)

(24,000)

Repurchase of shares to satisfy employee tax withholdings

$ (2,071)

(2,071)

Obligation for repurchase of shares to satisfy employee tax withholdings (in shares)

(10,000)

Obligation for repurchase of shares to satisfy employee tax withholdings

(913)

Common stock repurchase and retirement (in shares)

(142,000)

Common stock repurchase and retirement

(11,599)

$ (1)

(11,598)

Ending balance (in shares) at Jul. 01, 2023

9,008,000

Ending balance at Jul. 01, 2023

$ 622,771

$ 90

190,770

(30,970)

462,881

Beginning balance (in shares) at Dec. 30, 2023

8,650,046

8,650,000

Beginning balance at Dec. 30, 2023

$ 634,286

$ 87

165,060

469,139

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income

17,492

Vesting of restricted stock units (in shares)

^[1]

19,000

Vesting of restricted stock units

^[1]

$ 1

$ 2,350

2,350

Repurchase of shares to satisfy employee tax withholdings (in shares)

(7,000)

Repurchase of shares to satisfy employee tax withholdings

$ (907)

(907)

Ending balance (in shares) at Mar. 30, 2024

8,662,000

Ending balance at Mar. 30, 2024

$ 653,221

$ 87

166,503

486,631

Beginning balance (in shares) at Dec. 30, 2023

8,650,046

8,650,000

Beginning balance at Dec. 30, 2023

$ 634,286

$ 87

165,060

469,139

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income

31,828

Other comprehensive income

$ 0

Repurchase of shares to satisfy employee tax withholdings (in shares)

(152,403)

Ending balance (in shares) at Jun. 29, 2024

8,551,462

8,551,000

Ending balance at Jun. 29, 2024

$ 652,332

$ 86

151,279

(30,970)

500,967

Beginning balance (in shares) at Mar. 30, 2024

8,662,000

Beginning balance at Mar. 30, 2024

653,221

$ 87

166,503

486,631

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income

14,336

Other comprehensive income

Vesting of restricted stock units (in shares)

57,000

Vesting of restricted stock units

$ 1

(1)

$ 1,405

1,405

Repurchase of shares to satisfy employee tax withholdings (in shares)

(152,403)

(16,000)

^[1]

Repurchase of shares to satisfy employee tax withholdings

^[1]

$ (1,545)

(1,545)

Common stock repurchase and retirement (in shares)

(152,000)

Common stock repurchase and retirement

$ (15,085)

$ (2)

(15,083)

Ending balance (in shares) at Jun. 29, 2024

8,551,462

8,551,000

Ending balance at Jun. 29, 2024

$ 652,332

$ 86

$ 151,279

$ (30,970)

$ 500,967

[1]	(a) Activity rounds to less than one thousand dollars

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Parenthetical) - USD ($)
$ in Thousands

3 Months Ended

Jun. 29, 2024

Mar. 30, 2024

Jul. 01, 2023

Apr. 01, 2023

Vesting of restricted stock units

$ 0

^[1]

$ (1)

$ 0

Common Stock

Vesting of restricted stock units

Additional Paid-In Capital

Vesting of restricted stock units

$ (1)

$ 1

$ (1)

[1]	(a) Activity rounds to less than one thousand dollars

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Cash flows from operating activities:
Net income	$ 14,336	$ 24,466	$ 31,828	$ 42,278
Adjustments to reconcile net income to cash provided by operations:
Depreciation and amortization	10,120	7,951	19,553	15,669
Amortization of debt discount and issuance costs	300	300	660	659
Provision for deferred income taxes			(421)	550
Amortization of deferred gains from real estate			(1,968)	(1,968)
Share-based compensation			3,755	6,495
Changes in operating assets and liabilities:
Accounts receivable			(45,127)	(42,786)
Inventories			(13,935)	105,001
Accounts payable			20,123	38,504
Other current assets			(9,612)	(3,169)
Other assets and liabilities			(188)	(8,115)
Net cash provided by operating activities			4,668	153,118
Cash flows from investing activities:
Proceeds from sale of assets			274	128
Property and equipment investments			(11,901)	(14,039)
Net cash used in investing activities			(11,627)	(13,911)
Cash flows from financing activities:
Common stock repurchase and retirement			(14,529)	(11,599)
Repurchase of shares to satisfy employee tax withholdings			(2,452)	(3,960)
Principal payments on finance lease liabilities	(3,339)	(2,133)	(6,411)	(4,266)
Net cash used in financing activities			(23,392)	(19,825)
Net change in cash and cash equivalents			(30,351)	119,382
Cash and cash equivalents at beginning of period			521,743	298,943
Cash and cash equivalents at end of period	491,392	418,325	491,392	418,325
Supplemental cash flow information:
Interest paid during the period			22,266	21,472
Taxes paid during the period			22,093	10,821
Non-cash investing and financing activities:
Property and equipment acquired under finance leases	$ 2,973	$ 3,400	11,150	3,400
Liabilities for properties and equipment investments			1,562	0
Obligation for shares repurchases not yet settled			$ 556	$ 913

Basis of Presentation	6 Months Ended
Basis of Presentation	Jun. 29, 2024
Accounting Policies [Abstract]
Basis of Presentation	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 30, 2023 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 30, 2023 (the “2023 Form 10-K”), as filed with the Securities and Exchange Commission (“SEC”) on February 20, 2024. 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 2023 Form 10-K. The results for the three and six months ended June 29, 2024 are not necessarily indicative of results that may be expected for the full fiscal year ending December 28, 2024, or any other interim period. 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 2024 contains 52 weeks and will end on December 28, 2024. Fiscal 2023 contained 52 weeks and ended on December 30, 2023. 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. 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 2023 Form 10-K. The Company did not adopt any new accounting standards during the fiscal year ended December 30, 2023 or during the six months ended June 29, 2024. Recent Accounting Pronouncements - Not Yet Adopted Segment Reporting Improvements. On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The FASB issued the new guidance primarily to provide financial statement users with more disaggregated expense information about a public business entity’s (“PBE”) reportable segment(s). This ASU will require PBEs to provide incremental disclosures related to the entity’s reportable segment(s), including disclosures for expenses that are both 1) significant to each reportable segment and are provided regularly to the Chief Operating Decision Maker (“CODM”) or easily computed from information regularly provided to the CODM and 2) included in the reported measure of segment profit or loss used by the CODM to assess performance and allocate resources. If a PBE does not disclose any significant segment expenses for a reportable segment, it is required to disclose narratively the nature of the expenses used by the CODM to manage each segment’s operations. Under the provisions of this ASU, all of the disclosures required in the segment guidance, including disclosing a measure of segment profit or loss used by the CODM and reporting significant segment expenses, applies to all PBEs, including those with a single operating or reportable segment. However, this ASU does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments. ASU 2023-07 will be effective for the Company’s annual reporting period for fiscal 2024 and all interim reporting periods beginning in fiscal 2025. At adoption, the disclosures are retrospectively presented for all comparative periods presented. 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 2023-07. Income Tax Disclosure Improvement. On December 14, 2023, the FASB issued 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 tax rate and the statutory 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.

Inventories	6 Months Ended
Inventories	Jun. 29, 2024
Inventory Disclosure [Abstract]
Inventories	Inventories 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 included 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 and net realizable value, which also considers items that may be considered damaged, excess, and obsolete inventory. As of June 29, 2024, the Company recorded a lower of cost and net realizable value provision of $2.4 million as a result of the decrease in the value of the Company’s structural lumber inventory related to the decline in wood-based commodity prices as of the end of the reporting period. As of December 30, 2023, the Company had no such inventory provision. 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. During the first quarter of fiscal 2024, the Company received refunds of $16.9 million, plus interest of $2.0 million, 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 statement of operations for the six months ended June 29, 2024. See Note 9, Commitments and Contingencies, for disclosure concerning another matter related to import duties.

Goodwill and Intangible Assets, net	6 Months Ended
Goodwill and Intangible Assets, net	Jun. 29, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets, net	Goodwill and Intangible Assets, net During the fiscal quarter and year-to-date period ended June 29, 2024, the only change to the carrying values of Goodwill and Intangible assets, net, was the amortization of Intangible assets, all of which have definite lives. Amortization expense for intangible assets was $1.0 million and $2.0 million for the three and six month periods ended June 29, 2024, respectively. For the three and six month periods ended July 1, 2023, amortization expense was $1.0 million and $2.1 million, respectively.

Revenue Recognition

6 Months Ended

Jun. 29, 2024

Revenue from Contract with Customer [Abstract]

Revenue Recognition

The following table presents the Company’s revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenues.


	Three Months Ended				Six Months Ended
Product type	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	(In thousands)
Specialty products	$	539,466	$	570,990	$	1,043,300	$	1,138,828
Structural products	228,897		244,977		451,307		475,043
Total net sales	$	768,363	$	815,967	$	1,494,607	$	1,613,871

The following table presents the Company’s revenues disaggregated by sales channel. Sales and usage-based taxes are excluded from revenues.


	Three Months Ended				Six Months Ended
Sales channel	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	(In thousands)
Warehouse and reload	$	629,193	$	695,508	$	1,220,961	$	1,382,140
Direct	155,351		135,214		305,101		262,309
Customer discounts and rebates	(16,181)		(14,755)		(31,455)		(30,578)
Total net sales	$	768,363	$	815,967	$	1,494,607	$	1,613,871

Performance obligations in contracts with customers generally consist solely of delivery of goods.

Debt and Finance Lease Obligations

6 Months Ended

Jun. 29, 2024

Debt Disclosure [Abstract]

Debt and Finance Lease Obligations

As of June 29, 2024, and December 30, 2023, debt and finance lease obligations consisted of the following:


	June 29, 2024		December 30, 2023
	(In thousands)
Senior Secured Notes (“2029 Notes”) (1)	$	300,000	$	300,000
Revolving Credit Facility (2)	—		—

Finance lease obligations (3)	291,338		285,426
	591,338		585,426
Unamortized debt issuance costs	(2,756)		(3,246)
Unamortized bond discount costs	(2,841)		(3,011)
	585,741		579,169
Less: current portion of finance lease obligations	11,132		11,178
Total, net of current portion	$	574,609	$	567,991

(2) Available borrowing capacity under the Revolving Credit Facility was $346.5 million as of June 29, 2024 and December 30, 2023. The available borrowing capacity reflects undrawn letters of credit.

Interest expense, net on the Company’s unaudited condensed consolidated statements of operations consisted of the following components:


	Three Months Ended				Six Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	(In thousands)
Interest expense	$	11,180	$	11,286	$	24,290	22,583
Interest income	6,380		4,976		14,865		8,585
Interest expense, net	$	4,801	$	6,311	$	9,425	$	13,998

2029 Notes

Revolving Credit Facility

Debt Covenants

Finance Lease Obligations

Net Periodic Pension Cost

6 Months Ended

Jun. 29, 2024

Retirement Benefits [Abstract]

Net Periodic Pension Cost


		Three Months Ended		Six Months Ended
		July 1, 2023
	(In thousands)
Service cost (1)		$	—	$	—
Interest cost on projected benefit obligation		1,105		2,209
Expected return on plan assets		(813)		(1,625)
Amortization of unrecognized gain		302		604
Net periodic pension cost (benefit)		$	594	$	1,188

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

The net periodic pension cost is included in other expense, net in the Company’s unaudited condensed consolidated statement of operations and comprehensive income.

Share-Based Compensation	6 Months Ended
Share-Based Compensation	Jun. 29, 2024
Share-Based Payment Arrangement [Abstract]
Share-Based Compensation	Share-Based Compensation During the three and six months ended June 29, 2024, the Company incurred stock compensation expense of $1.4 million and $3.8 million, respectively. Expense in the three and six months ended June 29, 2024 included a credit of $1.7 million related to cumulative adjustments for certain unvested restricted stock unit grants that were granted in June 2022 and are subject to vesting based, in part, on performance criteria that are not expected, as of June 29, 2024, to be fully achieved before the end of the vesting period. As of June 29, 2024, unearned compensation for share-based grants was $27.1 million, with $16.6 million of this amount associated with grants made in the first six months of fiscal 2024. Under the Company’s 2021 BlueLinx Holdings, Inc. 2021 Long-Term Incentive Plan as of June 29, 2024, 482,563 shares of common stock remain available for future issuance pursuant to equity-based compensation awards. For the three and six months ended July 1, 2023, the Company incurred stock compensation expense of $1.9 million and $6.5 million, respectively. This expense included expense for the acceleration of unrecognized compensation cost in conjunction with certain changes in the Company’s executive management.

Leases

6 Months Ended

Jun. 29, 2024

Leases [Abstract]

Leases

The following table presents the assets and liabilities related to the Company’s leases as of June 29, 2024 and December 30, 2023:


Lease Assets and Liabilities		June 29, 2024		December 30, 2023
		(In thousands)
Assets	Classification
Operating lease right-of-use assets	Operating lease right-of-use assets	$	44,418	$	37,227
Finance lease right-of-use assets (1)	Property and equipment, net	139,378		138,357
Total lease right-of-use assets		$	183,796	$	175,584

Liabilities
Current portion:
Operating lease liabilities	Operating lease liabilities - current	$	8,460	$	6,284
Finance lease liabilities	Finance lease liabilities - current	11,132		11,178
Non-current portion:
Operating lease liabilities	Operating lease liabilities - noncurrent	37,369		32,519
Finance lease liabilities	Finance lease liabilities - noncurrent	280,206		274,248
Total lease liabilities		$	337,167	$	324,229

(1) Finance lease right-of-use assets are presented net of accumulated amortization of $107.0 million and $102.9 million as of June 29, 2024 and December 30, 2023, respectively.

The components of lease expense were as follows:


	Three Months Ended				Six Months Ended
Components of lease expense	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	(In thousands)
Operating lease expense:
Operating lease expense before subleases income	$	2,633	$	3,116	$	5,079	$	6,034
Sublease income	(887)		(835)		(1,748)		(1,413)
Operating lease expense	$	1,746	$	2,281	$	3,331	$	4,621

Finance lease expense:
Amortization of right-of-use assets	$	5,026	$	4,693	$	9,762	$	6,782
Interest on lease liabilities	6,410		6,037		12,701		12,081
Total finance lease expense	$	11,436	$	10,730	$	22,463	$	18,863

Supplemental cash flow information related to leases is as follows:


	Three Months Ended				Six Months Ended
Cash flow information	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows, operating leases	$	2,693	$	3,133	$	5,202	$	6,591
Operating cash flows, finance leases	$	6,410	$	6,037	$	12,701	$	12,081
Financing cash flows, finance leases	$	3,339	$	2,133	$	6,411	$	4,266

Non-cash supplemental cash flow information related to leases is as follows:


	Three Months Ended				Six Months Ended
Non-cash information	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	(In thousands)
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	8,132	$	—	$	8,132	$	—
Finance leases	$	2,973	$	3,400	$	11,150	$	3,400

Supplemental balance sheet information related to leases is as follows:


Balance Sheet Information	June 29, 2024			December 30, 2023
	($ in thousands)
Finance leases
Property and equipment	$	246,393		$	241,276
Accumulated depreciation	(107,015)			(102,919)
Property and equipment, net	$	139,378		$	138,357
Weighted Average Remaining Lease Term (in years)
Operating leases	8.28			8.88
Finance leases	18.14			19.94
Weighted Average Discount Rate
Operating leases	8.20		%	8.74		%
Finance leases	8.86		%	8.84		%

The major categories of the Company’s obligations under finance leases as of June 29, 2024 and December 30, 2023 are as follows:


Category	June 29, 2024		December 30, 2023
	(In thousands)
Equipment and vehicles	$	47,979	$	42,252
Real estate(1)	243,359		243,174
Total finance leases	$	291,338	$	285,426


Fiscal Year:	Operating Leases		Finance Leases
	(In thousands)
2024	$	5,691	$	19,572
2025	10,703		35,856
2026	7,747		39,284
2027	6,796		33,697
2028	6,572		33,787
Thereafter	27,553		502,313
Total lease payments	$	65,062	$	664,509
Less: imputed interest	(19,233)		(373,171)
Total	$	45,829	$	291,338

Leases

The following table presents the assets and liabilities related to the Company’s leases as of June 29, 2024 and December 30, 2023:


Lease Assets and Liabilities		June 29, 2024		December 30, 2023
		(In thousands)
Assets	Classification
Operating lease right-of-use assets	Operating lease right-of-use assets	$	44,418	$	37,227
Finance lease right-of-use assets (1)	Property and equipment, net	139,378		138,357
Total lease right-of-use assets		$	183,796	$	175,584

Liabilities
Current portion:
Operating lease liabilities	Operating lease liabilities - current	$	8,460	$	6,284
Finance lease liabilities	Finance lease liabilities - current	11,132		11,178
Non-current portion:
Operating lease liabilities	Operating lease liabilities - noncurrent	37,369		32,519
Finance lease liabilities	Finance lease liabilities - noncurrent	280,206		274,248
Total lease liabilities		$	337,167	$	324,229

(1) Finance lease right-of-use assets are presented net of accumulated amortization of $107.0 million and $102.9 million as of June 29, 2024 and December 30, 2023, respectively.

The components of lease expense were as follows:


	Three Months Ended				Six Months Ended
Components of lease expense	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	(In thousands)
Operating lease expense:
Operating lease expense before subleases income	$	2,633	$	3,116	$	5,079	$	6,034
Sublease income	(887)		(835)		(1,748)		(1,413)
Operating lease expense	$	1,746	$	2,281	$	3,331	$	4,621

Finance lease expense:
Amortization of right-of-use assets	$	5,026	$	4,693	$	9,762	$	6,782
Interest on lease liabilities	6,410		6,037		12,701		12,081
Total finance lease expense	$	11,436	$	10,730	$	22,463	$	18,863

Supplemental cash flow information related to leases is as follows:


	Three Months Ended				Six Months Ended
Cash flow information	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows, operating leases	$	2,693	$	3,133	$	5,202	$	6,591
Operating cash flows, finance leases	$	6,410	$	6,037	$	12,701	$	12,081
Financing cash flows, finance leases	$	3,339	$	2,133	$	6,411	$	4,266

Non-cash supplemental cash flow information related to leases is as follows:


	Three Months Ended				Six Months Ended
Non-cash information	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	(In thousands)
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	8,132	$	—	$	8,132	$	—
Finance leases	$	2,973	$	3,400	$	11,150	$	3,400

Supplemental balance sheet information related to leases is as follows:


Balance Sheet Information	June 29, 2024			December 30, 2023
	($ in thousands)
Finance leases
Property and equipment	$	246,393		$	241,276
Accumulated depreciation	(107,015)			(102,919)
Property and equipment, net	$	139,378		$	138,357
Weighted Average Remaining Lease Term (in years)
Operating leases	8.28			8.88
Finance leases	18.14			19.94
Weighted Average Discount Rate
Operating leases	8.20		%	8.74		%
Finance leases	8.86		%	8.84		%

The major categories of the Company’s obligations under finance leases as of June 29, 2024 and December 30, 2023 are as follows:


Category	June 29, 2024		December 30, 2023
	(In thousands)
Equipment and vehicles	$	47,979	$	42,252
Real estate(1)	243,359		243,174
Total finance leases	$	291,338	$	285,426


Fiscal Year:	Operating Leases		Finance Leases
	(In thousands)
2024	$	5,691	$	19,572
2025	10,703		35,856
2026	7,747		39,284
2027	6,796		33,697
2028	6,572		33,787
Thereafter	27,553		502,313
Total lease payments	$	65,062	$	664,509
Less: imputed interest	(19,233)		(373,171)
Total	$	45,829	$	291,338

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 29, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	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 June 29, 2024, the Company estimates that it will be required to pay approximately $7.7 million, excluding any interest. This amount is reflected in Other current liabilities on the Company’s unaudited condensed consolidated balance sheet as of June 29, 2024. On the Company’s unaudited condensed consolidated statements of operations, a $10.4 million estimate was accrued for this matter during the first quarter of 2024. Due to a change in estimate, this amount was adjusted by $2.7 million in the second quarter of 2024, for a net of expense of $7.7 million in the six months ended June 29, 2024. See Note 2, Inventories, for disclosure concerning another matter related to import duties. Environmental Matters From time to time, the Company is involved in various proceedings incidental to its business and the Company is subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which it operates. Although the ultimate outcome of these proceedings cannot be determined with certainty, based on presently available information, the Company believes that adequate liabilities have been accrued for probable losses with respect thereto and receivables recorded for expected receipts from settlements. The Company further believes that, while the ultimate outcome of these matters could be material to the Company’s financial position, results of operations and cash flows in any given reporting period, they will not have a materially adverse effect on the Company’s long-term financial condition, results of operations, or cash flows. Collective Bargaining Agreements As of June 29, 2024, approximately 19 percent of the Company’s employees were represented by various local labor unions with terms and conditions of employment governed by collective bargaining agreements (“CBAs”). Three CBAs covering approximately 2.2% percent of the Company’s employees are up for renewal in the remainder of fiscal 2024, of which one has already been renegotiated and two are expected to be renegotiated before their renewal dates.

Accumulated Other Comprehensive Loss

6 Months Ended

Jun. 29, 2024

Equity [Abstract]

Accumulated Other Comprehensive Loss


	Defined Benefit Pension Plan, net of tax		Other, net of tax		Total Accumulated Other Comprehensive Loss
	(In thousands)


July 1, 2023 balances	$	(32,211)	$	1,241	$	(30,970)

Income Taxes	6 Months Ended
Income Taxes	Jun. 29, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes Effective Income Tax Rate The Company’s effective income tax rates for the three months ended June 29, 2024 and July 1, 2023 were 24.7 percent and 24.0 percent, respectively. The Company’s effective income tax rates for the six months ended June 29, 2024 and July 1, 2023 were 24.4 percent and 25.1 percent, respectively. The Company’s effective income tax rates for the three and six months ended June 29, 2024 and July 1, 2023 were impacted by the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation, partially offset by a partial release of a valuation allowance for deferred income tax assets and from the vesting of restricted stock units. The Company’s effective income tax rates for the three and six months ended July 1, 2023 were impacted by state taxes as well as the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation, offset by a benefit from the vesting of restricted stock units. For fiscal 2024, the Company expects its consolidated annual effective income tax rate will be approximately 26 percent. For additional information about the Company’s income taxes, see Note 7 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 30, 2023.

Earnings Per Share and Stockholders' Equity

6 Months Ended

Jun. 29, 2024

Earnings Per Share [Abstract]

Earnings Per Share and Stockholders' Equity

The reconciliations of basic net income and diluted earnings per common share for the three and six month periods ended June 29, 2024 and July 1, 2023 are as follows:


	Three Months Ended				Six Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023

Net income (in thousands)	$	14,336	$	24,466	$	31,828	$	42,278

Weighted-average shares outstanding - Basic	8,644,839		9,040,146		8,640,976		9,034,240
Dilutive effect of share-based awards	40,789		16,954		38,550		16,412
Weighted-average shares outstanding - Diluted	8,685,628		9,057,100		8,679,526		9,050,652

Basic earnings per share	$	1.65	$	2.70	$	3.68	$	4.67
Diluted earnings per share	$	1.65	$	2.70	$	3.66	$	4.67

Repurchases of Common Stock

2023 Authorization

2021/2022 Authorization

Fair Value Disclosures	6 Months Ended
Fair Value Disclosures	Jun. 29, 2024
Fair Value Disclosures [Abstract]
Fair Value Disclosures	Fair Value Disclosures The Company has no assets or liabilities whereby the carrying values are remeasured and adjusted to fair value on a recurring basis for each reporting period. The Company has not elected the fair value option for any assets or liabilities. As of June 29, 2024 and December 30, 2023, the fair value of the 2029 Notes was approximately $279 million and $273 million, respectively, which were estimated from inputs that are designated as Level 2 in the fair value hierarchy. The Company’s valuation technique is based primarily on observable market prices in less active markets. The fair value of cash, cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate the carrying values as of June 29, 2024 and December 30, 2023 because of the short-term nature of these instruments.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 29, 2024	Mar. 30, 2024	Jul. 01, 2023	Apr. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Pay vs Performance Disclosure
Net loss	$ 14,336	$ 17,492	$ 24,466	$ 17,812	$ 31,828	$ 42,278

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 29, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Basis of Presentation (Policies)	6 Months Ended
Basis of Presentation (Policies)	Jun. 29, 2024
Accounting Policies [Abstract]
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 30, 2023 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 30, 2023 (the “2023 Form 10-K”), as filed with the Securities and Exchange Commission (“SEC”) on February 20, 2024. 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 2023 Form 10-K. The results for the three and six months ended June 29, 2024 are not necessarily indicative of results that may be expected for the full fiscal year ending December 28, 2024, or any other interim period. 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 2024 contains 52 weeks and will end on December 28, 2024. Fiscal 2023 contained 52 weeks and ended on December 30, 2023.
Use of Estimates	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.
Recent Accounting Pronouncements - Not Yet Adopted	Recent Accounting Pronouncements - Not Yet Adopted Segment Reporting Improvements. On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The FASB issued the new guidance primarily to provide financial statement users with more disaggregated expense information about a public business entity’s (“PBE”) reportable segment(s). This ASU will require PBEs to provide incremental disclosures related to the entity’s reportable segment(s), including disclosures for expenses that are both 1) significant to each reportable segment and are provided regularly to the Chief Operating Decision Maker (“CODM”) or easily computed from information regularly provided to the CODM and 2) included in the reported measure of segment profit or loss used by the CODM to assess performance and allocate resources. If a PBE does not disclose any significant segment expenses for a reportable segment, it is required to disclose narratively the nature of the expenses used by the CODM to manage each segment’s operations. Under the provisions of this ASU, all of the disclosures required in the segment guidance, including disclosing a measure of segment profit or loss used by the CODM and reporting significant segment expenses, applies to all PBEs, including those with a single operating or reportable segment. However, this ASU does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments. ASU 2023-07 will be effective for the Company’s annual reporting period for fiscal 2024 and all interim reporting periods beginning in fiscal 2025. At adoption, the disclosures are retrospectively presented for all comparative periods presented. 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 2023-07. Income Tax Disclosure Improvement. On December 14, 2023, the FASB issued 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 tax rate and the statutory 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.
Income Per Share	The Company calculates basic earnings per share by dividing net income for the period by the weighted average number of shares of common stock outstanding for the period. For rounding purposes when calculating earnings per share, the Company’s policy is to round down to the whole cent. The Company calculates diluted earnings per share 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 including the dilutive effect, if any, of shares of stock associated with unvested share-based grants. However, for share-based grants that vest in whole or in part based on performance metrics, their dilutive effect is included only after the performance metrics have been achieved.

Revenue Recognition (Tables)

6 Months Ended

Jun. 29, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Revenues Disaggregated by Revenue Source and Sales Channel

The following table presents the Company’s revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenues.


	Three Months Ended				Six Months Ended
Product type	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	(In thousands)
Specialty products	$	539,466	$	570,990	$	1,043,300	$	1,138,828
Structural products	228,897		244,977		451,307		475,043
Total net sales	$	768,363	$	815,967	$	1,494,607	$	1,613,871

The following table presents the Company’s revenues disaggregated by sales channel. Sales and usage-based taxes are excluded from revenues.


	Three Months Ended				Six Months Ended
Sales channel	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	(In thousands)
Warehouse and reload	$	629,193	$	695,508	$	1,220,961	$	1,382,140
Direct	155,351		135,214		305,101		262,309
Customer discounts and rebates	(16,181)		(14,755)		(31,455)		(30,578)
Total net sales	$	768,363	$	815,967	$	1,494,607	$	1,613,871

Debt and Finance Lease Obligations (Tables)

6 Months Ended

Jun. 29, 2024

Debt Disclosure [Abstract]

Schedule of Debt and Finance Lease Obligations

As of June 29, 2024, and December 30, 2023, debt and finance lease obligations consisted of the following:


	June 29, 2024		December 30, 2023
	(In thousands)
Senior Secured Notes (“2029 Notes”) (1)	$	300,000	$	300,000
Revolving Credit Facility (2)	—		—

Finance lease obligations (3)	291,338		285,426
	591,338		585,426
Unamortized debt issuance costs	(2,756)		(3,246)
Unamortized bond discount costs	(2,841)		(3,011)
	585,741		579,169
Less: current portion of finance lease obligations	11,132		11,178
Total, net of current portion	$	574,609	$	567,991

(2) Available borrowing capacity under the Revolving Credit Facility was $346.5 million as of June 29, 2024 and December 30, 2023. The available borrowing capacity reflects undrawn letters of credit.

Interest expense, net on the Company’s unaudited condensed consolidated statements of operations consisted of the following components:


	Three Months Ended				Six Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	(In thousands)
Interest expense	$	11,180	$	11,286	$	24,290	22,583
Interest income	6,380		4,976		14,865		8,585
Interest expense, net	$	4,801	$	6,311	$	9,425	$	13,998

Net Periodic Pension Cost (Tables)

6 Months Ended

Jun. 29, 2024

Retirement Benefits [Abstract]

Schedule of Net Periodic Pension Cost for Pension Plans

Prior to settlement, during the three and six months ended July 1, 2023 the Company incurred the following net periodic pension cost:


		Three Months Ended		Six Months Ended
		July 1, 2023
	(In thousands)
Service cost (1)		$	—	$	—
Interest cost on projected benefit obligation		1,105		2,209
Expected return on plan assets		(813)		(1,625)
Amortization of unrecognized gain		302		604
Net periodic pension cost (benefit)		$	594	$	1,188

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

Leases (Tables)

6 Months Ended

Jun. 29, 2024

Leases [Abstract]

Schedule of Supplemental Balance Sheet Information

The following table presents the assets and liabilities related to the Company’s leases as of June 29, 2024 and December 30, 2023:


Lease Assets and Liabilities		June 29, 2024		December 30, 2023
		(In thousands)
Assets	Classification
Operating lease right-of-use assets	Operating lease right-of-use assets	$	44,418	$	37,227
Finance lease right-of-use assets (1)	Property and equipment, net	139,378		138,357
Total lease right-of-use assets		$	183,796	$	175,584

Liabilities
Current portion:
Operating lease liabilities	Operating lease liabilities - current	$	8,460	$	6,284
Finance lease liabilities	Finance lease liabilities - current	11,132		11,178
Non-current portion:
Operating lease liabilities	Operating lease liabilities - noncurrent	37,369		32,519
Finance lease liabilities	Finance lease liabilities - noncurrent	280,206		274,248
Total lease liabilities		$	337,167	$	324,229

(1) Finance lease right-of-use assets are presented net of accumulated amortization of $107.0 million and $102.9 million as of June 29, 2024 and December 30, 2023, respectively.

Supplemental balance sheet information related to leases is as follows:


Balance Sheet Information	June 29, 2024			December 30, 2023
	($ in thousands)
Finance leases
Property and equipment	$	246,393		$	241,276
Accumulated depreciation	(107,015)			(102,919)
Property and equipment, net	$	139,378		$	138,357
Weighted Average Remaining Lease Term (in years)
Operating leases	8.28			8.88
Finance leases	18.14			19.94
Weighted Average Discount Rate
Operating leases	8.20		%	8.74		%
Finance leases	8.86		%	8.84		%

The major categories of the Company’s obligations under finance leases as of June 29, 2024 and December 30, 2023 are as follows:


Category	June 29, 2024		December 30, 2023
	(In thousands)
Equipment and vehicles	$	47,979	$	42,252
Real estate(1)	243,359		243,174
Total finance leases	$	291,338	$	285,426

Schedule of Lease Cost

The components of lease expense were as follows:


	Three Months Ended				Six Months Ended
Components of lease expense	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	(In thousands)
Operating lease expense:
Operating lease expense before subleases income	$	2,633	$	3,116	$	5,079	$	6,034
Sublease income	(887)		(835)		(1,748)		(1,413)
Operating lease expense	$	1,746	$	2,281	$	3,331	$	4,621

Finance lease expense:
Amortization of right-of-use assets	$	5,026	$	4,693	$	9,762	$	6,782
Interest on lease liabilities	6,410		6,037		12,701		12,081
Total finance lease expense	$	11,436	$	10,730	$	22,463	$	18,863

Supplemental cash flow information related to leases is as follows:


	Three Months Ended				Six Months Ended
Cash flow information	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows, operating leases	$	2,693	$	3,133	$	5,202	$	6,591
Operating cash flows, finance leases	$	6,410	$	6,037	$	12,701	$	12,081
Financing cash flows, finance leases	$	3,339	$	2,133	$	6,411	$	4,266

Non-cash supplemental cash flow information related to leases is as follows:


	Three Months Ended				Six Months Ended
Non-cash information	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	(In thousands)
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	8,132	$	—	$	8,132	$	—
Finance leases	$	2,973	$	3,400	$	11,150	$	3,400

Schedule of Operating Lease Maturities


Fiscal Year:	Operating Leases		Finance Leases
	(In thousands)
2024	$	5,691	$	19,572
2025	10,703		35,856
2026	7,747		39,284
2027	6,796		33,697
2028	6,572		33,787
Thereafter	27,553		502,313
Total lease payments	$	65,062	$	664,509
Less: imputed interest	(19,233)		(373,171)
Total	$	45,829	$	291,338

Schedule of Finance Lease Maturities


Fiscal Year:	Operating Leases		Finance Leases
	(In thousands)
2024	$	5,691	$	19,572
2025	10,703		35,856
2026	7,747		39,284
2027	6,796		33,697
2028	6,572		33,787
Thereafter	27,553		502,313
Total lease payments	$	65,062	$	664,509
Less: imputed interest	(19,233)		(373,171)
Total	$	45,829	$	291,338

Accumulated Other Comprehensive Loss (Tables)

6 Months Ended

Jun. 29, 2024

Equity [Abstract]

Schedule of Changes in Balances for Each Component of Accumulated Other Comprehensive Loss

As of July 1, 2023, the components of accumulated other comprehensive loss were as follows:


	Defined Benefit Pension Plan, net of tax		Other, net of tax		Total Accumulated Other Comprehensive Loss
	(In thousands)


July 1, 2023 balances	$	(32,211)	$	1,241	$	(30,970)

Earnings Per Share and Stockholders' Equity (Tables)

6 Months Ended

Jun. 29, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share

The reconciliations of basic net income and diluted earnings per common share for the three and six month periods ended June 29, 2024 and July 1, 2023 are as follows:


	Three Months Ended				Six Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023

Net income (in thousands)	$	14,336	$	24,466	$	31,828	$	42,278

Weighted-average shares outstanding - Basic	8,644,839		9,040,146		8,640,976		9,034,240
Dilutive effect of share-based awards	40,789		16,954		38,550		16,412
Weighted-average shares outstanding - Diluted	8,685,628		9,057,100		8,679,526		9,050,652

Basic earnings per share	$	1.65	$	2.70	$	3.68	$	4.67
Diluted earnings per share	$	1.65	$	2.70	$	3.66	$	4.67

Inventories (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
Inventories (Details) - USD ($) $ in Millions	Mar. 30, 2024	Jun. 29, 2024
Inventory Disclosure [Abstract]
Net realizable value reserve		$ 2.4
Inventory adjustments, refund	$ 16.9
Inventory adjustments, refund, interest	$ 2.0	$ 2.0

Goodwill and Intangible Assets, net (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 1.0	$ 1.0	$ 2.0	$ 2.1

Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Revenue Recognition (Details) - USD ($) $ in Thousands	Jun. 29, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Disaggregation of Revenue [Line Items]
Net sales	$ 768,363	$ 815,967	$ 1,494,607	$ 1,613,871
Warehouse and reload
Disaggregation of Revenue [Line Items]
Net sales	629,193	695,508	1,220,961	1,382,140
Direct
Disaggregation of Revenue [Line Items]
Net sales	155,351	135,214	305,101	262,309
Customer discounts and rebates
Disaggregation of Revenue [Line Items]
Net sales	(16,181)	(14,755)	(31,455)	(30,578)
Specialty products
Disaggregation of Revenue [Line Items]
Net sales	539,466	570,990	1,043,300	1,138,828
Structural products
Disaggregation of Revenue [Line Items]
Net sales	$ 228,897	$ 244,977	$ 451,307	$ 475,043

Debt and Finance Lease Obligations - Schedule of Debt and Finance Lease Obligations (Details) - USD ($) $ in Thousands	Jun. 29, 2024	Dec. 30, 2023
Debt Instrument [Line Items]
Senior Secured Notes (“2029 Notes”)	$ 300,000	$ 300,000
Finance lease obligations	291,338	285,426
Total debt, gross	591,338	585,426
Unamortized debt issuance costs	(2,756)	(3,246)
Unamortized bond discount costs	(2,841)	(3,011)
Long-term debt	585,741	579,169
Less: current portion of finance lease obligations	11,132	11,178
Total, net of current portion	574,609	567,991
Long-term debt, excluding current maturities	294,403	293,743
Financing obligation from sale leaseback	125,100	125,000
Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Revolving Credit Facility	0	0
Line of credit facility, remaining borrowing capacity	$ 346,500	$ 346,500

Debt and Finance Lease Obligations - Schedule of Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Debt Disclosure [Abstract]
Interest expense	$ 11,180	$ 11,286	$ 24,290	$ 22,583
Interest income	6,380	4,976	14,865	8,585
Interest expense, net	$ 4,801	$ 6,311	$ 9,425	$ 13,998

Debt and Finance Lease Obligations - Narrative (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 29, 2024	Mar. 30, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023	Dec. 30, 2023
Debt Instrument [Line Items]
Amortization of debt discount and issuance costs	$ 300,000		$ 300,000	$ 660,000	$ 659,000
Interest income, import duties	400,000
Interest expense, import duties				1,200,000
Inventory adjustments, refund, interest		$ 2,000,000.0		2,000,000.0
Interest expense	11,180,000		11,286,000	24,290,000	22,583,000
Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit	0			0		$ 0
Qualified accounts	837,900,000			837,900,000		868,200,000
Line of credit facility, remaining borrowing capacity	346,500,000			346,500,000		$ 346,500,000
6.0% Senior Secured Notes Due 2029 \| Senior Notes
Debt Instrument [Line Items]
Interest expense	$ 4,500,000		$ 4,500,000	$ 9,000,000	$ 9,000,000.0
Stated interest rate	6.00%			6.00%

Net Periodic Pension Cost (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jul. 01, 2023	Jul. 01, 2023
Retirement Benefits [Abstract]
Service cost	$ 0	$ 0
Interest cost on projected benefit obligation	1,105	2,209
Expected return on plan assets	(813)	(1,625)
Amortization of unrecognized gain	302	604
Net periodic pension cost (benefit)	$ 594	$ 1,188

Share-Based Compensation (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
Share-Based Compensation (Details) - USD ($) $ in Millions	Jun. 29, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Share-Based Payment Arrangement [Abstract]
Stock based compensation expense	$ 1.4	$ 1.9	$ 3.8	$ 6.5
Increase for cost recognition	1.7		1.7
Unearned compensation for share-based grants	$ 27.1		27.1
Nonvested award, cost			$ 16.6
Common stock available for future issuance (in shares)	482,563		482,563

Leases - Narrative (Details) $ in Thousands	3 Months Ended		6 Months Ended
Leases - Narrative (Details) $ in Thousands	Jun. 29, 2024 USD ($) option	Jul. 01, 2023 USD ($)	Jun. 29, 2024 USD ($) option	Jul. 01, 2023 USD ($)	Dec. 30, 2023 USD ($)
Lessee, Lease, Description [Line Items]
Number of options \| option	1		1
Operating lease, renewal term	5 years		5 years
Finance lease, renewal term	5 years		5 years
Unamortized deferred gain	$ 68,600		$ 68,600		$ 70,500
Amortization of deferred gains on real estate	$ 984	$ 984	$ 1,968	$ 1,968
Minimum
Lessee, Lease, Description [Line Items]
Operating lease, term of contract	1 year		1 year
Finance lease, term of contract	1 year		1 year
Maximum
Lessee, Lease, Description [Line Items]
Operating lease, term of contract	15 years		15 years
Finance lease, term of contract	15 years		15 years

Leases - Schedule of Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 29, 2024	Dec. 30, 2023
Assets
Operating lease right-of-use assets	$ 44,418	$ 37,227
Finance lease right-of-use assets	139,378	138,357
Total lease right-of-use assets	183,796	175,584
Current portion:
Operating lease liabilities	8,460	6,284
Finance lease liabilities	11,132	11,178
Non-current portion:
Operating lease liabilities	37,369	32,519
Finance lease liabilities	280,206	274,248
Total lease liabilities	337,167	324,229
Accumulated depreciation	$ 107,015	$ 102,919
Finance lease, right-of-use asset, statement of financial position	Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization	Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization

Leases - Schedule of Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Leases [Abstract]
Operating lease expense before subleases income	$ 2,633	$ 3,116	$ 5,079	$ 6,034
Sublease income	(887)	(835)	(1,748)	(1,413)
Operating lease expense	1,746	2,281	3,331	4,621
Amortization of right-of-use assets	5,026	4,693	9,762	6,782
Interest on lease liabilities	6,410	6,037	12,701	12,081
Total finance lease expense	$ 11,436	$ 10,730	$ 22,463	$ 18,863

Leases - Schedule of Supplemental Cash Flow and Non-Cash Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows, operating leases	$ 2,693	$ 3,133	$ 5,202	$ 6,591
Operating cash flows, finance leases	6,410	6,037	12,701	12,081
Financing cash flows, finance leases	3,339	2,133	6,411	4,266
Right-of-use assets obtained in exchange for lease obligations
Operating leases	8,132	0	8,132	0
Finance leases	$ 2,973	$ 3,400	$ 11,150	$ 3,400

Leases - Schedule of Supplemental Balance Sheet (Details) - USD ($) $ in Thousands	Jun. 29, 2024	Dec. 30, 2023
Finance leases
Property and equipment	$ 246,393	$ 241,276
Accumulated depreciation	(107,015)	(102,919)
Property and equipment, net	$ 139,378	$ 138,357
Weighted Average Remaining Lease Term (in years)
Operating leases	8 years 3 months 10 days	8 years 10 months 17 days
Finance leases	18 years 1 month 20 days	19 years 11 months 8 days
Weighted Average Discount Rate
Operating leases	8.20%	8.74%
Finance leases	8.86%	8.84%
Total finance leases	$ 291,338	$ 285,426
Finance lease, right-of-use asset, statement of financial position	Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization	Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization
Financing obligation from sale leaseback	$ 125,100	$ 125,000
Equipment and vehicles
Weighted Average Discount Rate
Total finance leases	47,979	42,252
Real estate
Weighted Average Discount Rate
Total finance leases	$ 243,359	$ 243,174

Leases - Schedule of Lease Maturities (Details) - USD ($) $ in Thousands	Jun. 29, 2024	Dec. 30, 2023
Operating Leases
2024	$ 5,691
2025	10,703
2026	7,747
2027	6,796
2028	6,572
Thereafter	27,553
Total lease payments	65,062
Less: imputed interest	(19,233)
Total	45,829
Finance Leases
2024	19,572
2025	35,856
2026	39,284
2027	33,697
2028	33,787
Thereafter	502,313
Total lease payments	664,509
Less: imputed interest	(373,171)
Total	$ 291,338	$ 285,426

Commitments and Contingencies (Details) $ in Millions	3 Months Ended	6 Months Ended
Commitments and Contingencies (Details) $ in Millions	Jun. 29, 2024 USD ($) agreement	Jun. 29, 2024 USD ($) agreement	Mar. 30, 2024 USD ($)
Gain Contingencies [Line Items]
Percentage of employees represented by various labor unions	19.00%	19.00%
Number of CBAs up for renewal, next fiscal year agreement \| agreement		3
Employees are up for renewal	2.20%	2.20%
Number of collective bargaining agreements, renewals renegotiated \| agreement	1	1
Number of collective bargaining agreements, expected renewals to be renegotiated \| agreement	2	2
Unpaid Duties
Gain Contingencies [Line Items]
Regulatory liability \| $	$ 7.7	$ 7.7	$ 10.4
Reduction in regulatory liability \| $	$ (2.7)
Amount of regulatory costs not yet paid \| $		$ 7.7

Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	Jun. 29, 2024	Mar. 30, 2024	Dec. 30, 2023	Jul. 01, 2023	Apr. 01, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balances	$ 652,332	$ 653,221	$ 634,286	$ 622,771	$ 610,749	$ 590,029
Total Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balances	(30,970)			$ (30,970)	$ (31,184)	$ (31,412)
Defined Benefit Pension Plan, net of tax
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balances	(32,211)
Other, net of tax
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balances	$ 1,241

Income Taxes (Details)	3 Months Ended		6 Months Ended		12 Months Ended
Income Taxes (Details)	Jun. 29, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023	Dec. 28, 2024
Effective Income Tax Rate Reconciliation [Line Items]
Effective tax rate	24.70%	24.00%	24.40%	25.10%
Forecast
Effective Income Tax Rate Reconciliation [Line Items]
Effective tax rate					26.00%

Earnings Per Share and Stockholders' Equity - Basic Net Income and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 29, 2024	Mar. 30, 2024	Jul. 01, 2023	Apr. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Earnings Per Share [Abstract]
Net income	$ 14,336	$ 17,492	$ 24,466	$ 17,812	$ 31,828	$ 42,278
Weighted-average shares outstanding - Basic (in shares)	8,644,839		9,040,146		8,640,976	9,034,240
Dilutive effect of share-based awards (in shares)	40,789		16,954		38,550	16,412
Weighted-average shares outstanding - Diluted (in shares)	8,685,628		9,057,100		8,679,526	9,050,652
Basic earnings per share (in dollars per share)	$ 1.65		$ 2.70		$ 3.68	$ 4.67
Diluted earnings per share (in dollars per share)	$ 1.65		$ 2.70		$ 3.66	$ 4.67

Earnings Per Share and Stockholders' Equity - Narrative (Details) - USD ($)	1 Months Ended	3 Months Ended				6 Months Ended
	Jul. 26, 2024	Jun. 29, 2024	Mar. 30, 2024	Jul. 01, 2023	Apr. 01, 2023	Jun. 29, 2024	Jul. 01, 2023	Oct. 31, 2023	May 03, 2022	Aug. 23, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Share repurchase authorization								$ 100,000,000	$ 100,000,000	$ 25,000,000
Stock repurchased (in shares)		152,403	0	141,705	0	152,403	141,705
Average price per share		$ 98.28		$ 81.36		$ 98.28	$ 81.36
Stock repurchased and retired, excluding excise taxes		$ 15,000,000.0		$ 11,500,000		$ 15,000,000.0	$ 11,500,000
Remaining authorized amount		$ 76,500,000				$ 76,500,000		$ 22,000,000.0
Subsequent Event
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock repurchased (in shares)	58,715
Average price per share	$ 102.75
Stock repurchased and retired, excluding excise taxes	$ 6,000,000.0
Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from diluted shares calculation (in shares)		23,627		103,775		2,488	125,360
Performance Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from diluted shares calculation (in shares)		145,219		115,954		145,219	115,954