BlueLinx Holdings Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm s (PCAOB ID: 42 ) (PCAOB ID: 243) 39 Consolidated Statements of Operations and Comprehensive Income 43 Consolidated Balance Sheets 44 Consolidated Statements of Stockholders’ Equity (Deficit) 45 Consolidated Statements of Cash Flows 46 Notes to Consolidated Financial Statements 47 38 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of BlueLinx Holdings Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of BlueLinx Holdings Inc. (the Company) as of January 1, 2022, the related consolidated statements of operations and comprehensive income, stockholders’ equity (deficit) and cash flows for the fiscal year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 1, 2022, and the results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 1, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 22, 2022 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Valuation of the Pension Benefit Obligation Description of the Matter As discussed in Note 8 of the consolidated financial statements, the Company’s pension benefit obligation was $105.9 million and exceeded the fair value of pension plan assets of $94.3 million, resulting in an unfunded obligation of $11.6 million. The estimation of the pension benefit obligation is dependent on actuarial methods and the selection of assumptions, such as the applicable discount rate and mortality rates. Auditing the valuation of the pension benefit obligation was complex due to the judgmental nature of the actuarial assumptions used in the valuation process. These assumptions have a significant effect on the pension benefit obligation. 39 How We Addressed the Matter in Our Audit We tested controls that address the risks of material misstatements related to the valuation of the pension benefit obligations. For example, we tested controls over management’s review of the methodology used, significant actuarial assumptions, including management’s review of the selected discount and mortality rates with the Company’s external actuary, and the completeness and accuracy of the data inputs provided to the external actuary. To test the pension benefit obligation, our audit procedures included, among others, evaluating the methodology used, the significant actuarial assumptions discussed above, and the underlying data used by the Company. We compared the actuarial assumptions used by management to its historical accounting practices and evaluated the change in the pension benefit obligation from the prior year due to the change in interest cost, actuarial loss and benefits paid. In addition, we involved an actuarial specialist to assist with our procedures. For example, the discount rate reflects the rates at which benefits could effectively be settled and is based on current investment yields of high-quality corporate bonds. The Company uses an actuarially-developed full yield curve approach in establishing its discount rate. We evaluated management’s methodology for determining the discount rate that reflects the maturity and duration of the benefit payments. As part of this assessment, we developed an upper and lower yield curve using high quality bonds with characteristics appropriate for testing the development of the Company’s yield curve to evaluate its reasonability. To evaluate the mortality rate, we assessed whether the information was consistent with publicly available information, and whether any entity-specific adjustments were applied. We also tested the completeness and accuracy of the underlying data, including the participant data provided to management’s actuarial specialists. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2021. Atlanta, Georgia February 22, 2022 40 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders of BlueLinx Holdings Inc. and subsidiaries Marietta, Georgia Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of BlueLinx Holdings Inc. and subsidiaries (the “Company”) as of January 2, 2021, the related consolidated statements of operations and comprehensive income, stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 2, 2021, and the results of its operations and its cash flows for the year then ended , in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provided a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the audit of the consolidated financial statements for the year ended January 2, 2021 that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Assessment of the Realizability of Deferred Tax Assets As described in Note 5 to the consolidated financial statements, the Company has recognized net deferred tax assets of $62.9 million as of January 2, 2021. The Company evaluates its ability to realize the tax benefits associated with deferred tax assets by analyzing the forecasted future taxable income using both historical and projected future operating results, the reversal of existing taxable temporary differences, taxable income from prior carryback years and the availability of tax planning strategies. A valuation allowance to reduce the deferred tax balance is required to be established unless management determines it is more likely than not that the tax benefit associated with the deferred tax asset will be realized. Realization is dependent upon the existence of sufficient future taxable income of an appropriate character within the carryforward periods. The Company's forecasted future taxable income requires significant management judgment. We identified the assessment of the realizability of deferred tax assets as a critical audit matter. The development of management’s forecasted future taxable income involves significant judgment and assumptions, including the complexities related to the assessment of weighting relevant positive and negative evidence. Auditing these elements involved especially challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the need for specialized knowledge and skill in assessing these elements. 41 The primary procedures we performed to address this critical audit matter included: • Evaluating the reasonableness of the assumptions and evidence to support the assumptions used by the Company to develop projections of forecasted future taxable income considering: (i) the current and past performance of the Company; (ii) the consistency with external market and industry data, and (iii) the consistency of the assumptions with evidence obtained in other areas of the audit. • Utilizing personnel with specialized knowledge and skill to assist in evaluating the Company’s application of the relevant tax regulations to the assumptions used in the determination of forecasted future taxable income. /s/ BDO USA, LLP We served as the Company's auditor from 2015 until 2021. Atlanta, Georgia March 3, 2021 42 BLUELINX HOLDINGS INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME Fiscal Year Ended January 1, 2022 Fiscal Year Ended January 2, 2021 (In thousands, except per share data) Net sales $ 4,277,178 $ 3,097,328 Cost of sales 3,498,751 2,619,594 Gross profit 778,427 477,734 Operating expenses: Selling, general, and administrative 322,205 314,228 Depreciation and amortization 28,192 28,901 Amortization of deferred gains on real estate ( 3,935 ) ( 4,008 ) Gains from sales of property ( 8,427 ) ( 10,529 ) Other operating expenses 2,315 6,901 Total operating expenses 340,350 335,493 Operating income 438,077 142,241 Non-operating expenses (income): Interest expense, net 45,507 47,414 Other (income) expense, net ( 1,306 ) ( 254 ) Income before provision for income taxes 393,876 95,081 Provision for income taxes 97,743 14,199 Net income $ 296,133 $ 80,882 Basic income per share $ 30.80 $ 8.58 Diluted income per share $ 29.99 $ 8.55 Comprehensive income: Net income $ 296,133 $ 80,882 Other comprehensive (loss) income: Actuarial gain (loss) on defined benefit plan, net of tax 5,546 ( 2,202 ) Amortization of unrecognized pension gain, net of tax 1,064 788 Other 22 ( 15 ) Total other comprehensive (loss) income 6,632 ( 1,429 ) Comprehensive income $ 302,765 $ 79,453 See the accompanying Notes to the consolidated financial statements. 43 BLUELINX HOLDINGS INC. CONSOLIDATED BALANCE SHEETS January 1, 2022 January 2, 2021 (In thousands, except share data) ASSETS Current assets: Cash and cash equivalents $ 85,203 $ 82 Accounts receivable, less allowances of $ 4,024 and $ 4,123 , respectively 339,637 293,643 Inventories, net 488,458 342,108 Other current assets 31,869 32,581 Total current assets 945,167 668,414 Property and equipment, net 181,154 178,712 Operating lease right-of-use assets 49,568 51,142 Goodwill 47,772 47,772 Intangible assets, net 13,603 18,889 Deferred tax assets 60,285 62,899 Other non-current assets 19,905 20,302 Total assets $ 1,317,454 $ 1,048,130 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 180,000 $ 165,163 Accrued compensation 22,363 24,751 Taxes payable 6,138 7,847 Current maturities of long-term debt, net of debt issuance costs of $ — and $ 74 , respectively — 1,171 Finance lease liabilities - short-term 7,864 5,675 Operating lease liabilities - short-term 5,145 6,076 Real estate deferred gains - short-term 3,934 4,040 Other current liabilities 18,347 14,309 Total current liabilities 243,791 229,032 Non-current liabilities: Long-term debt, net of debt issuance costs of $ 4,701 and $ 8,936 , respectively 291,271 321,270 Finance lease liabilities - long-term 266,853 267,443 Operating lease liabilities - long-term 44,526 44,965 Real estate deferred gains - long-term 74,206 78,009 Pension benefit obligation 11,605 22,684 Other non-current liabilities 21,953 25,635 Total liabilities 954,205 989,038 Commitments and contingencies STOCKHOLDERS’ EQUITY Common Stock, $ 0.01 par value, 20,000,000 shares authorized, 9,725,760 and 9,462,774 outstanding on January 1, 2022 and January 2, 2021, respectively 97 95 Additional paid-in capital 268,085 266,695 Accumulated other comprehensive loss ( 29,360 ) ( 35,992 ) Accumulated stockholders’ equity (deficit) 124,427 ( 171,706 ) Total stockholders’ equity 363,249 59,092 Total liabilities and stockholders’ equity $ 1,317,454 $ 1,048,130 See the accompanying Notes to the consolidated financial statements. 44 BLUELINX HOLDINGS INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Stockholders’ Equity (Deficit) Total Shares Amount (In thousands) Balance, December 28, 2019 9,366 94 $ 260,974 $ ( 34,563 ) $ ( 252,588 ) $ ( 26,083 ) Net income — — — — 80,882 80,882 Foreign currency translation, net of tax — — — ( 6 ) — ( 6 ) Impact of defined pension plan, net of tax — — — ( 1,414 ) — ( 1,414 ) Vesting of restricted stock units 127 1 — — — 1 Compensation related to share-based grants — — 5,992 — — 5,992 Repurchase of shares to satisfy employee tax withholdings ( 30 ) — ( 271 ) — — ( 271 ) Other — — — ( 9 ) — ( 9 ) Balance, January 2, 2021 9,463 $ 95 $ 266,695 $ ( 35,992 ) $ ( 171,706 ) $ 59,092 Net income — — — — 296,133 296,133 Foreign currency translation, net of tax — — — 5 — 5 Impact of defined pension plan, net of tax — — — 6,610 — 6,610 Vesting of restricted stock units 379 2 — — — 2 Compensation related to share-based grants — — 6,590 — — 6,590 Repurchase of shares to satisfy employee tax withholdings ( 116 ) — ( 5,193 ) — — ( 5,193 ) Other — — ( 7 ) 17 — 10 Balance, January 1, 2022 9,726 $ 97 $ 268,085 $ ( 29,360 ) $ 124,427 $ 363,249 See the accompanying Notes to the consolidated financial statements. 45 BLUELINX HOLDINGS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Fiscal Year Ended January 1, 2022 Fiscal Year Ended January 2, 2021 (In thousands) Cash flows from operating activities: Net income $ 296,133 $ 80,882 Adjustments to reconcile net income to cash provided by (used in) operations: Depreciation and amortization 28,192 28,901 Amortization of debt issuance costs 1,411 3,881 Adjustment to debt issuance cost associated with term loan/revolver 7,394 — Gains from sales of property ( 8,427 ) ( 10,529 ) Deferred income tax 356 ( 8,420 ) Share-based compensation 6,590 5,992 Amortization of deferred gain from real estate ( 3,935 ) ( 4,008 ) Changes in operating assets and liabilities: Accounts receivable ( 45,994 ) ( 100,771 ) Inventories ( 146,350 ) 3,698 Accounts payable 14,837 32,815 Other current assets 712 ( 9,546 ) Taxes payable ( 1,709 ) 10,156 Other assets and liabilities ( 4,187 ) 21,968 Net cash provided by operating activities 145,023 55,019 Cash flows from investing activities: Proceeds from sale of assets 10,327 12,849 Property and equipment investments ( 14,415 ) ( 3,689 ) Net cash provided by (used in) investing activities ( 4,088 ) 9,160 Cash flows from financing activities: Borrowings on revolving credit facilities 949,080 843,905 Repayments on revolving credit facilities ( 1,235,724 ) ( 882,155 ) Repayments on term loan ( 43,204 ) ( 103,470 ) Proceeds from senior secured notes 295,861 — Proceeds from real estate financing transactions — 78,263 Debt financing costs ( 5,459 ) ( 3,350 ) Repurchase of shares to satisfy employee tax withholdings ( 5,193 ) ( 271 ) Principal payments on finance lease liabilities ( 11,175 ) ( 8,662 ) Net cash used in financing activities ( 55,814 ) ( 75,740 ) Net change in cash and cash equivalents 85,121 ( 11,561 ) Cash and cash equivalents at beginning of period 82 11,643 Cash and cash equivalents at end of period $ 85,203 $ 82 Supplemental Cash Flow Information Net income tax payments during the period $ 98,855 $ 14,377 Interest paid during the period $ 33,236 $ 43,502 Noncash transactions: Additions of fleet assets under finance leases $ 10,549 $ 3,833 See the accompanying Notes to the consolidated financial statements. 46 BLUELINX HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies Basis of Presentation BlueLinx is a leading wholesale distributor of residential and commercial building products in the United States. We are a “two-step” distributor. Two-step distributors purchase products from manufacturers and distribute those products to dealers and other suppliers in local markets, who then sell those products to end users. We carry 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, industrial products, cedar, moulding, siding, metal products, and insulation. Structural products include items such as lumber, plywood, oriented strand board, rebar, and remesh. We also provide a wide range of value-added services and solutions aimed at relieving distribution and logistics challenges for our customers and suppliers, while enhancing their marketing and inventory management capabilities. Our Consolidated Financial Statements include the accounts of BlueLinx Holdings Inc. and its wholly owned subsidiaries. These financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). All significant intercompany accounts and transactions have been eliminated. We operate on a 5-4-4 fiscal calendar. Our fiscal year ends on the Saturday closest to December 31 of that fiscal year and may comprise 53 weeks in certain years. Our 2021 fiscal year contained 52 weeks and ended on January 1, 2022. Fiscal 2020 contained 53 weeks and ended on January 2, 2021. Reclassification of Prior Period Presentation We have reclassified certain payables within the Consolidated Balance Sheets for the year ended January 2, 2021, from other current liabilities to taxes payable. These payables relate to amounts due to various tax authorities. For the year ended January 2, 2021, we have reclassified certain items within the presentation of our statement of cash flows to align with our statement of cash flows presentation for the year ended January 1, 2022. Our reclassifications are limited to the operating activities section and include presenting only the impact of deferred income taxes, instead of our full provision for income taxes, as a reconciling item for net income to cash provided by operating activities. We have also reclassified certain items previously presented individually, such as pension expense and pension contributions, to be included in the change of other assets and liabilities. In addition, we are presenting the change in taxes payable, previously included in other assets and liabilities, as a distinct line item in our reconciliation of net income to cash provided by operating activities. These reclassifications, we believe, provide an enhanced level of transparency with regards to the presentation of our statement of cash flows. Use of Estimates Our financial statements are prepared in conformity with U.S. GAAP, which requires us to make estimates based on assumptions about current, and for some estimates, future economic and market conditions, including the effects of the novel coronavirus (“COVID-19”), which affect reported amounts and related disclosures in our financial statements. Although our current estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from our expectations, which could materially affect our results of operations and financial position. Revenue Recognition We recognize revenue when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration we expected to be entitled to in exchange for those goods or services. The timing of revenue recognition largely is dependent on shipping terms. Revenue is recorded at the time of shipment for terms designated free on board (“FOB”) shipping point. For sales transactions designated FOB destination, revenue is recorded when the product is delivered to the customer’s delivery site. All revenues recognized are net of trade allowances, cash discounts, and sales returns. Cash discounts and sales returns are estimated using historical experience. Trade allowances are based on the estimated obligations and historical experience. Adjustments to earnings resulting from revisions to estimates on discounts and returns have been immaterial for each of the reported periods. 47 In addition, we provide inventory to certain customers through pre-arranged agreements on a consignment basis. Customer consigned inventory is maintained and stored by certain customers; however, ownership and risk of loss remains with us. Shipping and Handling Outbound shipping and handling costs included in “Selling, general, and administrative” expenses were $ 149.2 million and $ 151.2 million for fiscal 2021 and fiscal 2020, respectively. Shipping and handling costs include amounts related to the administration of our logistical infrastructure, handling of material in our warehouses, and amounts pertaining to the delivery of products to our customers, such as fuel and maintenance costs for our mobile fleet, wages for our drivers, and third party freight charges. Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Accounts Receivable Accounts receivable are stated at net realizable value, do not bear interest, and consist of amounts owed for orders shipped to customers. Management establishes an overall credit policy for sales to customers. The allowance for doubtful accounts is determined based on a number of factors including specific customer account reviews, historical loss experience, current economic trends, and the creditworthiness of significant customers based on ongoing credit evaluations. Inventory Valuation The cost of all inventories is determined by the moving average cost method. We have included all material charges directly or indirectly incurred in bringing inventory to its existing condition and location. We evaluate our inventory value at the end of each quarter to ensure that inventory, when viewed by category, is carried at the lower of cost and net realizable value, which also considers items that may be damaged, excess, and obsolete inventory. Consideration Received from Vendors and Paid to Customers Each year, we enter into agreements with many of our vendors providing for inventory purchase rebates, generally based on achievement of specified volume purchasing levels. We also receive rebates related to price protection and various marketing allowances that are common industry practice. We accrue for the receipt of vendor rebates based on purchases, and also reduce inventory to reflect the net acquisition cost (purchase price less expected purchase rebates). In addition, we enter into agreements with many of our customers to offer customer rebates, generally based on achievement of specified sales levels and various marketing allowances that are common industry practice. We accrue for the payment of customer rebates based on sales to the customer, and also reduce sales to reflect the net sales (sales price less expected customer rebates). Adjustments to earnings resulting from revisions to rebate estimates have been immaterial. Property and Equipment Property and equipment are recorded at cost. Lease obligations for which we assume or retain substantially all the property rights and risks of ownership are capitalized. Amortization of assets recorded under finance leases is included in “Depreciation and amortization” expense. Replacements of major units of property are capitalized and the replaced properties are retired. Replacements of minor components of property and repair and maintenance costs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets included in the table below. Upon retirement or disposition of assets, cost and accumulated depreciation are removed from the related accounts and any gain or loss is included in income. Property and equipment consisted of the following asset classes with the following general range of estimated useful lives: 48 General Range of Estimated Useful Lives in Years January 1, 2022 January 2, 2021 (In thousands) Land and land improvements 7 - 15 (1) $ 19,679 $ 18,808 Buildings 15 - 33 169,730 165,541 Machinery and equipment 3 - 7 120,091 113,364 Construction in progress 8,753 2,222 318,253 299,935 Accumulated depreciation ( 137,099 ) ( 121,223 ) Property and equipment, net $ 181,154 $ 178,712 (1) The range of estimated useful lives for the “Land and land improvements” asset class applies only to land improvements. As of January 1, 2022, and January 2, 2021, the net book value of total assets classified as “held for sale” was $ 2.6 million and $ 1.3 million, respectively, and was included in “Other current assets” in our Consolidated Balance Sheets. The book value of total liabilities classified as “held for sale” as of January 1, 2022, and January 2, 2021, was $ 1.9 million and $ 0 million , respectively, and was included in “Other current liabilities” in our Consolidated Balance Sheets. Assets held for sale as of January 1, 2022, consisted of fixed assets, at net book value, and current assets, including raw material and work in process inventory, affiliated with one of our business locations in the Midwest. Liabilities classified as held for sale included current liabilities, such as accounts payable, directly associated with those assets held for sale that will be transferred with the assets held for sale. We plan to sell these assets and transfer these liabilities within the next 12 months. Assets held for sale as of January 2, 2021, consisted of two former distribution facilities located in Birmingham, Alabama, and Houston, Texas which were sold throughout 2021. At the time of designation, we ceased recognizing depreciation expense on these assets. We continue to actively market all assets that are designated as “held for sale. During the year ended January 2, 2021, we sold two non-operating facilities that were previously identified as “held for sale”. We recognized a gain of $ 8.4 million in the Consolidated Statements of Operations as a result of these sales. Insurance and Self-Insurance For fiscal 2021 and 2020, the Company was insured for its non-union and certain unionized employee health benefits. Health benefits for some unionized employees for fiscal 2021 and 2020 were paid directly to a union trust, depending upon the union-negotiated benefit arrangement. For fiscal 2021 and 2020, the Company was self-insured, up to certain limits, for workers’ compensation losses, general liability, and automotive liability losses, all subject to varying “per occurrence” retentions or deductible limits. The Company provides for estimated costs to settle both known claims and claims incurred but not yet reported by making periodic prepayments, considering our retention and stop loss limits. Liabilities of the Company associated with these claims are estimated, in part, by considering the frequency and severity of historical claims, both specific to us, as well as industry-wide loss experience and other actuarial assumptions. We determine our insurance obligations with the assistance of actuarial firms. Since there are many estimates and assumptions involved in recording insurance liabilities, and in the case of workers’ compensation, a significant period of time elapses before the ultimate resolution of claims, differences between actual future events, and prior estimates and assumptions could result in adjustments to these liabilities. The Company has deposits on hand with certain third-party insurance administrators and insurance carriers to cover its obligation for future payment of claims. These deposits are recorded in other current and non-current assets in our consolidated balance sheets. Leases We are the lessee in a lease contract when we obtain the right to control an asset associated with a particular lease. For operating leases, we record a right-of-use ("ROU") asset that represents our right to use an underlying asset for the lease term, and a corresponding lease liability that represents our obligation to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Financing ROU assets associated with finance leases are included in property and equipment. Leases with a lease term of 12 months or less at inception are not recorded on our consolidated balance sheet and are expensed on a straight-line basis over the lease term in our consolidated statement of operations and comprehensive income. We determine the lease term by assuming the exercise of renewal options that are reasonably certain. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value 49 of future lease payments. When our contracts contain lease and non-lease components, we account for both components as a single lease component. See Note 11, Lease Commitments, for further discussion. Income Taxes We account for deferred income taxes using the liability method. Accordingly, we recognize deferred tax assets and liabilities based on the tax effects of temporary differences between the financial statement and tax bases of assets and liabilities, as measured by current enacted tax rates. All deferred tax assets and liabilities are classified as noncurrent in our consolidated balance sheet. A valuation allowance is recorded to reduce deferred tax assets when necessary. For additional information about our income taxes, see Note 5, Income Taxes . Pension We sponsor a noncontributory defined benefit pension plan administered solely by us (the “pension plan”). Most of the participants in the plan are inactive, with all remaining active participants no longer accruing benefits, and the plan is closed to new entrants. Our funding policy for the pension plan is based on actuarial calculations and the applicable requirements of federal law. Benefits under the pension plan primarily are related to years of service. We are involved in various multiemployer pension plans (“MEPPs”) that provide retirement benefits to certain union employees in accordance with certain collective bargaining agreements (“CBAs”). As one of many participating employers in these MEPPs, we are generally responsible with the other participating employers for any plan underfunding. Our contributions to a particular MEPP are established by the applicable CBAs; however, our required contributions may increase based on the funded status of an MEPP and legal requirements such as those of the Pension Act, which requires substantially underfunded MEPPs to implement a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) to improve their funded status. Recent Accounting Standards - Adopted Income Taxes . In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “Income taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Accounting Standards Codification (“ASC”) 740 and also clarifies and amends existing guidance to improve consistent application. The amendments in this standard are effective for interim periods and fiscal years beginning after December 15, 2020. We adopted this standard effective for fiscal year 2021. The adoption of the standard did not have a material impact on the Company's consolidated financial position, results of operations, or cash flows. Defined Benefit Pension Plan . In August 2018, the FASB issued ASU No. 2018-14, “Compensation-Retirement-Benefits-Defined Benefit Plans-General (Subtopic 715-20).” The amendments in this ASU modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing six previously required disclosures and adding two. The ASU eliminates the requirement to disclose the amounts in accumulated other comprehensive income expected to be recognized as part of net periodic benefit cost over the next year. The ASU also removes the disclosure requirements for the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost and the benefit obligation for postretirement health care benefits. We adopted this standard effective for fiscal year 2020. The adoption of the standard did not have a material impact on the Company's consolidated financial position, results of operations, or cash flows. Fair Value Measurement. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value (“FV”) Measurement (Topic 820).” In addition to making certain modifications, the standard removes the requirements to disclose: (i) the amount of and reasons for transfers between Level 1 and Level 2 of the FV hierarchy; (ii) the policy for timing transfers between levels; and (iii) the valuation process for Level 3 FV measurements. The standard will require public entities to disclose: (a) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 FV measurements held at the end of the reporting period; and (b) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 FV measurements. The additional disclosure requirements should be applied prospectively for the most recent interim or annual period presented in the fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented. We adopted this standard effective December 29, 2019, the first day of our 2020 fiscal year. The adoption of this standard did not have a material impact on the Company's consolidated financial position, results of operations, or cash flows. 50 Recent Accounting Standards - Not Yet Adopted Credit Impairment Losses . In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326).” This ASU sets forth a current expected credit loss (“CECL”) model which requires the measurement of all expected credit losses for financial instruments or other assets (e.g., trade receivables), held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model, is applicable to the measurement of credit losses on financial assets measured at amortized cost, and applies to some off-balance sheet credit exposures. The standard also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity's portfolio. ASU 2019-10 extended the effective date to interim and annual periods beginning after December 15, 2022, for certain public business entities, including smaller reporting companies. We have completed our assessment of the standard and determined from our assessment that the adoption of this standard will not have a material impact on our consolidated financial position, results of operations, or cash flows. 2 . Inventories Our inventories consist almost entirely of finished goods inventory, with an immaterial amount of work-in-process inventory. The cost of all inventories is determined by the moving average cost method. We have included all material charges directly incurred in bringing inventory to its existing condition and location. We evaluate our inventory value at the end of each quarter to ensure that inventory, when viewed by category, is carried at the lower of cost or net realizable value, which also considers items that may be considered damaged, excess, and obsolete inventory. At the end of fiscal 2021, we assessed the carrying value of our inventory and determined it was presented at the lower of cost or net realizable value and that an additional reserve was not necessary. 3. Revenue Recognition We recognize revenue when the following criteria are met: (1) Contract with the customer has been identified; (2) Performance obligations in the contract have been identified; (3) Transaction price has been determined; (4) The transaction price has been allocated to the performance obligations; and (5) When (or as) performance obligations are satisfied. Contracts with our customers are generally in the form of standard terms and conditions of sale. From time to time, we may enter into specific contracts with some of our larger customers, which may affect delivery terms. Performance obligations in our contracts generally consist solely of delivery of goods. For all sales channel types, consisting of warehouse, direct, and reload sales, we typically satisfy our performance obligations upon shipment. Our customer payment terms are typical for our industry, and may vary by the type and location of our customer and the products or services offered. The term between invoicing and when payment is due is not deemed to be significant by us. For certain sales channels and/or products, our standard terms of payment may be as early as ten days. In addition, we provide inventory to certain customers through pre-arranged agreements on a consignment basis. Customer consigned inventory is maintained and stored by certain customers; however, ownership and risk of loss remains with us. All revenues recognized are net of trade allowances (i.e., rebates), cash discounts and sales returns. Cash discounts and sales returns are estimated using historical experience. Trade allowances are based on the estimated obligations and historical experience. Adjustments to earnings resulting from revisions to estimates on discounts and returns have been insignificant for each of the reported periods. Certain customers may receive cash-based incentives or credits, which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and reduce revenues recognized. We believe that there will not be significant changes to our estimates of variable consideration. The following table presents our revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenues. 51 Fiscal Year Ended January 1, 2022 January 2, 2021 (In thousands) Specialty products $ 2,520,305 $ 1,865,125 Structural products 1,756,873 1,232,203 Total net sales $ 4,277,178 $ 3,097,328 The following table presents our revenues disaggregated by sales channel. Warehouse sales are delivered from our warehouses to our customers. Reload sales are similar to warehouse sales but are delivered from third-party warehouses where we store owned products to enhance operating efficiencies. This channel is employed primarily to service strategic customers that would be less economical to service from our warehouses, and to distribute large volumes of imported products from port facilities. Direct sales are shipped from the manufacturer to the customer without our taking physical possession of the inventory and, as a result, typically generate lower margins than our warehouse and reload distribution channels. This distribution channel requires the lowest amount of committed capital and fixed costs. In addition, from time to time, we may also make changes to certain intercompany allocations amongst sales channels. Sales and usage-based taxes are excluded from revenues. Fiscal Year Ended January 1, 2022 January 2, 2021 (In thousands) Warehouse and reload $ 3,513,277 $ 2,617,850 Direct 832,871 525,650 Cash discounts and rebates ( 68,970 ) ( 46,172 ) Total net sales $ 4,277,178 $ 3,097,328 Practical Expedients and Exemptions We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general, and administrative expense. We have made an accounting policy election to treat outbound shipping and handling activities as a selling, general and administrative expense. 4. Goodwill and Other Intangible Assets As of January 1, 2022, our intangible assets consist of goodwill and other intangible assets including customer relationships, noncompete agreements, and trade names. Goodwill Goodwill is the excess of the cost of an acquired entity over the fair value of tangible and intangible assets (including customer relationships, noncompete agreements, and trade names) acquired and liabilities assumed under acquisition accounting for business combinations. Goodwill is not subject to amortization but must be tested for impairment at least annually. This test requires us to assign goodwill to a reporting unit and to determine if the fair value of the reporting unit’s goodwill is less than its carrying amount. We evaluate goodwill for impairment as the first day of our fourth quarter, which was October 3, 2021 for fiscal 2021. We performed a quantitative analysis of our goodwill using a combined discounted cash flow and guideline public company approach. Based on our assessment, no impairment was indicated. In addition, we will evaluate the carrying value of goodwill for impairment between annual impairment tests if an event occurs or circumstances change that would indicate the carrying amounts may be impaired. Such events and indicators may include, without limitation, significant declines in the industries in which our products are used, significant changes in capital market conditions, and significant changes in our market capitalization. No such indicators were present in fiscal 2021 and fiscal 2020. 52 Definite-Lived Intangible Assets The gross carrying amounts, accumulated amortization, and net carrying amounts of our definite-lived intangible assets at January 1, 2022 were as follows: Weighted Average Remaining Useful Lives Gross Carrying Amounts Accumulated Amortization (1) Net Carrying Amounts (In thousands) Customer relationships 8 $ 25,500 $ ( 12,492 ) $ 13,008 Noncompete agreements 1 8,254 ( 7,659 ) 595 Trade names — 6,826 ( 6,826 ) — Total $ 40,580 $ ( 26,977 ) $ 13,603 (1) Intangible assets except customer relationships are amortized on straight line basis. Customer relationships are amortized on a double declining balance method. The gross carrying amounts, accumulated amortization, and net carrying amounts of our definite-lived intangible assets at January 2, 2021 were as follows: Weighted Average Remaining Useful Lives Gross Carrying Amounts Accumulated Amortization (1) Net Carrying Amounts (In thousands) Customer relationships 9 $ 25,500 $ ( 9,926 ) $ 15,574 Noncompete agreements 1 8,254 ( 5,595 ) 2,659 Trade names 1 6,826 ( 6,170 ) 656 Total $ 40,580 $ ( 21,691 ) $ 18,889 (1) Intangible assets except customer relationships are amortized on straight line basis. Customer relationships are amortized on a double declining balance method. Amortization Expense Amortization expense for the definite-lived intangible assets was $ 5.3 million and $ 7.5 million for the years ended January 1, 2022, and January 2, 2021, respectively. Estimated annual amortization expense for definite-lived intangible assets over the next five fiscal years is as follows: Fiscal Year Ended Estimated Amortization (In thousands) 2022 $ 2,763 2023 1,807 2024 1,505 2025 1,423 2026 1,423 53 5. Income Taxes In fiscal 2021, our statutory rate was 25.8 percent which was comprised of the federal statutory income tax rate of 21.0 percent and our blended state statutory rate of 4.8 percent. In fiscal 2020, our statutory rate was 25.8 percent which was comprised of the federal statutory income tax rate of 21.0 percent and our blended state statutory rate of 4.8 percent. Our blended state rate is impacted by the mix of our income earned in various states and our federal taxable income, both of which may differ from year to year. Our effective tax rate is impacted by the effects of permanent differences occurring throughout our fiscal year. For fiscal 2021 and fiscal 2020, our effective tax was 24.8 percent and 14.9 percent, respectively. Fiscal Year Ended January 1, 2022 Fiscal Year Ended January 2, 2021 (In thousands) Income before provision for income taxes $ 393,876 $ 95,081 Federal income taxes: Current $ 78,005 $ 19,673 Deferred ( 1,585 ) ( 9,038 ) State income taxes: Current 19,382 2,946 Deferred 1,941 618 Provision for income taxes $ 97,743 $ 14,199 Effective tax rate 24.8 % 14.9 % Our provision for income taxes is reconciled to the federal statutory amount as follows: Fiscal Year Ended January 1, 2022 Fiscal Year Ended January 2, 2021 (In thousands) Federal income taxes computed at the federal statutory tax rate $ 82,628 $ 19,967 State income taxes, net of federal benefit 18,970 4,636 Valuation allowance change arising from state net operating losses ( 3,018 ) ( 4,101 ) Valuation allowance change arising from interest deduction limitation — ( 4,806 ) Uncertain tax positions 91 ( 1,879 ) Permanent differences arising from compensation 686 500 Other ( 1,614 ) ( 118 ) Provision for income taxes $ 97,743 $ 14,199 Our financial statements contain certain deferred tax assets which primarily result from other temporary differences related to certain reserves, pension obligations, differences between book and tax depreciation and amortization, and state net operating losses. We record a valuation allowance against our net deferred tax assets when we determine that, based on the weight of available evidence, it is more likely than not that our net deferred tax assets will not be realized. For fiscal 2021 and fiscal 2020, the components of our net deferred income tax assets are as follows: 54 January 1, 2022 January 2, 2021 (In thousands) Deferred income tax assets: Inventory reserves $ 4,283 $ 2,896 Compensation-related accruals 6,457 6,524 Accounts receivable 632 704 Property and equipment 47,857 50,117 Operating lease liability 13,087 13,266 Pension 4,415 7,374 Benefit from net operating loss carryovers 5,408 8,010 Other 251 585 Total gross deferred income tax assets 82,390 89,476 Less: valuation allowances ( 4,269 ) ( 7,287 ) Total net deferred income tax assets $ 78,121 $ 82,189 Deferred income tax liabilities: Intangible assets $ ( 4,749 ) $ ( 5,688 ) Operating lease asset ( 12,611 ) ( 12,848 ) Other ( 476 ) ( 754 ) Total deferred income tax liabilities ( 17,836 ) ( 19,290 ) Deferred income tax asset, net $ 60,285 $ 62,899 Activity in our deferred tax asset valuation allowance for fiscal 2021 and 2020 was as follows: January 1, 2022 January 2, 2021 (In thousands) Balance as of beginning of the fiscal year $ 7,287 $ 16,194 Valuation allowance provided for taxes related to: State net operating loss carryforwards ( 3,018 ) ( 4,101 ) Disallowed interest limitation under the Tax Act and CARES — ( 4,806 ) Balance as of end of the fiscal year $ 4,269 $ 7,287 We have recorded income tax and related interest liabilities where we believe certain of our tax positions are not more likely than not to be sustained if challenged. These balances are included in other noncurrent liabilities in our Consolidated Balance Sheets. The following table summarizes the activity related to our gross unrecognized tax benefits: January 1, 2022 January 2, 2021 ($ in thousands) Balance at beginning of the fiscal year $ 2,262 $ 4,245 Reductions due to lapse of applicable statute of limitations ( 57 ) ( 1,983 ) Balance at end of the fiscal year $ 2,205 $ 2,262 Included in the unrecognized tax benefits as of January 1, 2022 and January 2, 2021, were approximately $ 2.2 million and $ 2.1 million, respectively of tax benefits that, if recognized, would reduce our annual effective tax rate for fiscal 2021 and 2020. No penalties were accrued for either 2021 or 2020. We have accrued interest associated with our unrecognized tax benefits which we release as those benefits are realized due to the lapse of applicable statute of limitations. Interest expense associate with our unrecognized tax benefits is reported as interest expense, net in our Consolidated Statement of Operations and Comprehensive Income. 55 Impacts of the Tax Act and CARES In December of 2017, the U.S. enacted comprehensive tax legislation under the Tax Cuts and Jobs Act, (“The Tax Act”), which made broad and complex changes to the tax code. During fiscal 2019, we recorded a valuation allowance of $ 4.8 million primarily related to interest disallowed for deduction related to changes included in the Tax Act. In March of 2020, the U.S. enacted the Coronavirus Aid, Relief, and Economic Security (“CARES” Act). CARES included a provision which raised the level of deductibility for previously disallowed interest which had been enacted under the Tax Act. During fiscal 2020, because of the provision included in CARES, we benefited from the release of the $ 4.8 million in valuation allowance which we had recorded during fiscal 2019 under the provisions of the Tax Act. We had no impact to our income tax provision in fiscal 2021 from either The Tax Act nor CARES. Net Operating Losses At the end of fiscal 2020, our gross state net operating loss carryovers are $ 162.6 million and our tax-effected state net operating loss carryovers are $ 8.0 million, of which $ 7.3 million was subject to a valuation allowance arising from expiration date when considered conjunction with state limitations related to Internal Revenue Code (“IRC”) Section 382. At the end of fiscal 2021, our gross state net operating loss carryovers are $ 98.6 million and our tax-effected state net operating loss carryovers are $ 5.4 million, of which $ 4.3 million is subject to a valuation allowance arising from expiration dates when considered in conjunction with state limitation related to IRC Section 382. Our state net operating loss carryovers will expire in 1 to 20 years. For fiscal 2021, we reversed $ 3.0 million in valuation allowance against our state net operating losses. Based on our taxable income for 2021 in the states where we have net operating loss carryforwards, we believe we will be able to utilize this amount of state net operating losses that were previously reserved by this valuation allowance. We file U.S. federal and state income tax returns in jurisdictions with varying statutes of limitations and may be subject to audit based on periods that are not limited by applicable statutes. Our U.S. federal income tax returns for tax years 2018, 2019 and 2020 remain subject to audit under the federal statute of limitations. Our auditable state income tax returns vary depending on the jurisdiction and its applicable statute of limitations. Although we believe our estimates are reasonable in the carrying value of our valuation allowances against our deferred tax items, the ultimate determination of the appropriate amounts of valuation allowance involves significant judgement. Assessing our Deferred Tax Assets Quarterly, we assess the carrying value of our deferred tax assets for impairment by evaluating the weight of available evidence at the end of each fiscal quarter. In our evaluation of the weight of available evidence at the end of fiscal 2021, we considered the recent reported income in the current year, as well as the reported income for 2020 and reported loss for 2019, which resulted in a three-year cumulative income situation as positive evidence which carried substantial weight. While this was substantial, it was not the only evidence we evaluated. We also considered evidence related to the four sources of taxable income, to determine whether such positive evidence outweighed the negative evidence. The evidence considered included: • future reversals of existing taxable temporary differences; • future taxable income exclusive of reversing temporary differences and carryforwards; • taxable income in prior carryback years, if carryback is permitted under the tax law; and • tax planning strategies. In addition to the positive evidence discussed above, we considered as positive evidence forecasted future taxable income, the future timing of the reversal of our deferred tax assets and liabilities, and the evidence from business and tax planning strategies. At the end of fiscal 2021 and 2020, in our evaluation of the weight of available evidence, we concluded that our deferred tax assets were not impaired other than $ 4.3 million of the state net operating losses. 56 6. Long-Term Debt As of January 1, 2022, and January 2, 2021, long-term debt consisted of the following: January 1, 2022 January 2, 2021 (In thousands) Senior secured notes (1) $ 300,000 $ — Revolving credit facility (2) — 288,247 Term loan facility (3) — 43,204 Finance lease obligations (4) 274,717 273,118 574,717 604,569 Unamortized debt issuance costs ( 4,701 ) ( 9,010 ) Unamortized bond discount costs ( 4,028 ) — 565,988 595,559 Less: current maturities of long-term debt 7,864 6,846 Long-term debt, net of current maturities $ 558,124 $ 588,713 (1) As of January 1, 2022, our long-term debt was comprised of $ 300 million of senior secured notes issued in October 2021. These notes are presented under the long-term debt caption of our balance sheet at $ 291.3 million which is net of their discount of $ 4.0 million and the combined carrying value of our debt issuance costs of $ 4.7 million. Our senior secured notes are presented in this table at their face value . (2) The average effective interest rate was 2.5 percent and 3.3 percent for the years ended January 1, 2022 and January 2, 2021, respectively. (3) The average interest rate, exclusive of fees and prepayment penalties, was 8.0 percent and 8.2 percent for the years ended January 1, 2022 and January 2, 2021, respectively. (4) Refer to Note 11, Lease Commitments , for interest rates associated with finance lease obligations. Revolving Credit Facility In April 2018, we entered into an amended and restated credit agreement, with certain of our subsidiaries as borrowers (together with us, the “Borrowers”) or guarantors thereunder, Wells Fargo Bank, National Association, in its capacity as administrative agent (“Agent”), and certain other financial institutions party thereto. The amended and restated credit agreement was amended in January 2020 to provide that (i) the “Seasonal Period” run from November 15, 2019, through July 15, 2020, for the calendar year 2019, and from December 15 of each calendar year through April 15 of each immediately succeeding calendar year for the calendar year 2020 and thereafter, and (ii) the measurement period in the definition of “Cash Dominion Event” will be five consecutive business days instead of three consecutive business days. The amended and restated credit agreement was further amended in August 2021 to, among other things, (i) extend the maturity date of the revolving credit facility from October 10, 2022, to August 2, 2026, (ii) amend the Borrowing Base (as such term is defined under the amended and restated credit agreement) to include a certain portion of the assets of acquired companies prior to the conduct of a field exam or appraisals thereof by the Agent, (iii) modify certain definitions and various affirmative and negative covenants in the amended and restated credit agreement to provide additional flexibility for the Company, and (iv) add customary LIBOR replacement language (as amended, the “Revolving Credit Agreement”). The revolving credit agreement provided for a senior secured asset-based revolving loan and letter of credit facility (the “Revolving Credit Facility”) of up to $ 600 million and an uncommitted accordion feature that permits the Borrowers, with consent of the lenders, to increase the facility by an aggregate additional principal amount of up to $ 150 million, which will allow borrowings of up to $ 750 million under the revolving credit facility. Letters of credit in an aggregate amount of up to $ 30 million are also available under the revolving credit agreement, which would reduce the amount of the revolving loans available under the revolving credit facility. The maturity date of the revolving credit agreement is August 2, 2026. The Borrowers’ obligations under the revolving credit agreement are secured by a security interest in substantially all of our and our subsidiaries’ assets (other than real property), including inventories, accounts receivable, and proceeds from those items. Borrowings under the revolving credit agreement are subject to availability under the Borrowing Base (as that term is defined in the Revolving Credit Agreement). The Borrowers are required to repay revolving loans thereunder to the extent that such revolving loans exceed the Borrowing Base then in effect. The 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. 57 The revolving credit agreement provides for interest on borrowings under the revolving credit facility at a rate per annum equal to (i) LIBOR plus a margin ranging from 1.25 percent to 1.75 percent, with the amount of such margin determined based upon the average of the Borrowers’ excess availability for the immediately preceding fiscal quarter as calculated by the Agent, for loans based on LIBOR, or (ii) the base rate plus a margin ranging from 0.25 percent to 0.75 percent, with the amount of such margin determined based upon the average of the Borrowers’ excess availability for the immediately preceding fiscal quarter as calculated by the Agent, for loans based on the base rate. All other material terms of the Credit Agreement, as amended, remained unchanged. The revolving credit agreement also contains representations and warranties and affirmative and negative covenants customary for financings of this type as well as customary events of default. In conjunction with our offering of senior secured notes, we amended the revolving credit facility to reduce the credit limit from $ 600 million to $ 350 million. In conjunction with the reduction of the credit limit of our revolving credit facility, we expensed approximately $ 1.6 million of debt issuance costs during the fourth quarter of 2021. These costs are included within interest expense, net, on the Consolidated Statements of Operations and reported separately as an adjustment to net income in our Consolidated Statements of Cash Flows. As of January 1, 2022, we had zero outstanding borrowings on our revolving credit facility. As of January 2, 2021, we had outstanding borrowings of $ 288.2 million and excess availability of $ 184.3 million under our revolving credit facility. For the years ended January 2, 2021 and January 1, 2022, our effective interest rate on our revolving credit facility was 3.3 percent and 2.5 percent, respectively. We were in compliance with all covenants under the revolving credit agreement as of January 1, 2022. Senior Secured Notes In October 2021, we entered into an indenture (the “Indenture”) with the guarantors party thereto and Truist Bank, as trustee and collateral agent, in connection with a private offering of $ 300 million of our six percent senior secured notes due 2029 (the “2029 Notes”). The 2029 Notes were issued to investors at 98.625 percent of their principal amount and will mature on November 15, 2029. The majority of net proceeds from the offering of the 2029 Notes were used to repay borrowings under our revolving credit facility. In conjunction with this offering, we also amended the revolving credit facility to reduce the credit limit from $ 600 million to $ 350 million. In conjunction with the reduction of the credit limit of our revolving credit facility, we expensed approximately $ 1.6 million of debt issuance costs during the fourth quarter of 2021. These costs are included within interest expense, net, on the Consolidated Statements of Operations and reported separately as an adjustment to net income in our Consolidated Statements of Cash Flows. The Company’s obligations under the 2029 Notes are guaranteed by the Company’s domestic subsidiaries that are co-borrowers under or guarantee the Company’s revolving credit facility. The 2029 Notes and the related guarantees are secured by a first-priority security interest in substantially all of the Company’s and each guarantor’s existing and future assets (other than receivables, inventory, deposit accounts, securities accounts, business interruption insurance and other related assets (the “ABL Collateral”)), subject to certain exceptions and customary permitted liens. The 2029 Notes and the related guarantees are also secured on a second-priority basis by a lien on the ABL Collateral. Interest on the 2029 Notes will be payable on May 15 and November 15 of each year, beginning on May 15, 2022. The 2029 Notes will be redeemable, in whole or in part, at any time on or after November 15, 2024 at certain redemption prices. The redemption price for the 2029 Notes if redeemed during the twelve months beginning (i) November 15, 2024 is 103.000 %, (ii) November 15, 2025 is 101.500 %, and (iii) November 15, 2026 and thereafter is 100.000 %. The Company may also redeem some or all of the 2029 Notes before November 15, 2024 at a redemption price of 100.0 % of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus a “make-whole” premium. In addition, the Company may redeem up to 40.0 % of the outstanding 2029 Notes before November 15, 2024 with the net cash proceeds from certain equity offerings at a price equal to 106.000 % of the principal amount of the notes, plus accrued but unpaid interest, if any, to, but not including, the redemption date. Furthermore, the Company may redeem the 2029 Notes at any time and from time to time prior to November 15, 2024 during each of the three consecutive twelve month periods commencing on October 25, 2021 in an aggregate principal amount equal to up to 10.0 % of the original aggregate principal amount of the 2029 Notes at a redemption price of 103.0 %, plus accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, the Company may be required to make an offer to purchase the 2029 Notes upon the sale of certain assets or upon a change of control. 58 Term Loan Facility In April 2018, in connection with the acquisition of Cedar Creek, we entered into a Credit and Guaranty Agreement by and among the Company, as borrower, certain of our subsidiaries, as guarantors, HPS Investment Partners, LLC, as administrative agent and collateral agent (“HPS”) and certain other financial institutions as parties thereto. In October 2019, the Credit and Guaranty Agreement was amended to, among other things, permit real estate sale leaseback transactions. The Credit and Guaranty Agreement was amended in October 2019, January 2020, and February 2020 (as amended, the “Term Loan Agreement”). The Term Loan Agreement provided for a senior secured term loan facility in an aggregate principal amount of $ 180 million (the “Term Loan Facility”). The proceeds from the term loan facility were used to fund a portion of the cash consideration payable in connection with the acquisition of Cedar Creek and to fund transaction costs in connection with the acquisition and the term loan facility. The obligations under the Term Loan Agreement were secured by a security interest in substantially all of our and our subsidiaries’ assets, including inventories, accounts receivable, real property, and proceeds from those items. As of January 2, 2021, we had outstanding borrowings of $ 43.2 million under our term loan facility. On April 2, 2021, we repaid the remaining outstanding principal balance under the term loan facility and the facility was terminated. As a result, as of January 1, 2022, we had no outstanding borrowings under the term loan facility. In connection with our repayment of the term loan facility, we expensed $ 5.8 million of debt issuance costs during the first quarter of fiscal 2021 that we had been amortizing in connection the term loan facility. These costs are included within interest expense, net, on the Consolidated Statements of Operations and reported separately as an adjustment to net income in our Consolidated Statements of Cash Flows. While the facility was paid in full as of April 2, 2021, our average interest rate under the facility, exclusive of fees and prepayment premiums, was 8.2 percent and 8.0 percent for the years ended January 2, 2021 and January 1, 2022, respectively. Finance Lease Obligations Our finance lease liabilities consist of leases related to equipment and vehicles, and to real estate, with the majority of those finance lease commitments relating to the real estate financing transactions that we completed in recent years. During fiscal 2020, we completed real estate financing transactions on two warehouse facilities; and during fiscal 2021, we completed real estate financing transactions on fourteen warehouse facilities. We recognized financing lease assets and obligations as a result of each of these real estate transactions. We also entered into new finance lease agreements for new tractors for our fleet totaling $ 3.8 million and $ 10.5 million during fiscal 2020 and 2021, respectively. Our total finance lease commitments, including the properties associated with these transactions, totaled $ 274.7 million and $ 273.1 million as of January 1, 2022 and January 2, 2021, respectively. Of the $ 274.7 million of finance lease commitments as of January 1, 2022, $ 244.0 million related to real estate and $ 30.7 million related to equipment. Of the $ 273.1 million of finance lease commitments as of January 2, 2021, $ 243.7 million related to real estate and $ 29.4 million related to equipment. For more information on our finance lease obligations, refer to Note 11, Lease Commitments . 7. Fair Value Measurements We determine a fair value measurement based on the assumptions a market participant would use in pricing an asset or liability, in accordance with ASC 820 - Fair Value Measurement. The fair value measurement guidance established a three level hierarchy making a distinction between market participant assumptions based on (i) unadjusted quoted prices for identical assets or liabilities in an active market (Level 1), (ii) quoted prices in markets that are not active or inputs that are observable either directly or indirectly for substantially the full term of the asset or liability (Level 2), and (iii) prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (Level 3). The fair value measurement guidance also establishes, as a practical expedient, that certain investments are not to be classified in the fair value hierarchy when they are measured at fair value using net asset value ("NAV"). Fair value measurements for defined benefit pension plan The fair value hierarchy discussed above not only is applicable to assets and liabilities that are included in our consolidated balance sheets, but also is applied to certain other assets that indirectly impact our consolidated financial statements. For example, we sponsor and contribute to a single-employer defined benefit pension plan (see Note 8, Employee Benefits ). Assets contributed by us become the property of the pension plan. Even though the Company no longer has control over these assets, we are indirectly impacted by subsequent fair value adjustments to these assets. The actual return on these assets impacts our future net periodic benefit cost, as well as amounts recognized in our consolidated balance sheets. The Company uses the fair value hierarchy to measure the fair value of assets held by our pension plan where applicable. Certain investments are measured using the net asset value ("NAV") per share as a practical expedient and have not been classified in the fair value hierarchy. 59 8. Employee Benefits Single-Employer Defined Benefit Pension Plan We sponsor a noncontributory defined benefit pension plan administered solely by us (the “pension plan”). Most of the participants in the plan are inactive, with all remaining active participants no longer accruing benefits, and the plan is closed to new entrants. Our funding policy for the pension plan is based on actuarial calculations and the applicable requirements of federal law. Benefits under the pension plan primarily are related to years of service. The following tables set forth the change in projected benefit obligation and the change in plan assets for the pension plan: January 1, 2022 January 2, 2021 (In thousands) Change in projected benefit obligation: Projected benefit obligation at beginning of period $ 113,827 $ 107,026 Interest cost 2,019 2,892 Actuarial (gain) loss ( 4,106 ) 9,813 Benefits paid ( 5,866 ) ( 5,904 ) Projected benefit obligation at end of period $ 105,874 $ 113,827 Change in plan assets: Fair value of assets at beginning of period $ 91,143 $ 83,606 Actual return on plan assets 7,892 11,948 Employer contributions 1,100 1,493 Benefits paid ( 5,866 ) ( 5,904 ) Fair value of assets at end of period 94,269 91,143 Net unfunded status of plan $ ( 11,605 ) $ ( 22,684 ) The accumulated benefit obligation for the pension plan was $ 105.9 million and $ 113.8 million at January 1, 2022, and January 2, 2021, respectively. We recognize the unfunded status (i.e., the difference between the fair value of plan assets and the projected benefit obligations) of our pension plan in our Consolidated Balance Sheets, with a corresponding adjustment to AOCI, net of tax. On January 1, 2022, we measured the fair value of our plan assets and benefit obligations. As of January 1, 2022, and January 2, 2021, the net unfunded status of our benefit plan was $ 11.6 million and $ 22.7 million, respectively. We have elected to utilize a full yield curve approach in the estimation service and interest cost components for pension (income)/expense recognized during the fiscal year by applying the specific spot rates along the yield curve used in determination of the benefit obligation to the relevant projected cash flows. Actuarial gains and losses occur when actual experience differs from the estimates used to determine the components of net periodic pension cost, and when certain assumptions used to determine the fair value of the plan assets or projected benefit obligation are updated, including but not limited to, changes in the discount rate, plan amendments, differences between actual and expected returns on plan assets, mortality assumptions, and plan re-measurement. We amortize a portion of unrecognized actuarial gains and losses for the pension plan into our Consolidated Statements of Operations and Comprehensive Income (Loss). The amount recognized in the current year’s operations is based on amortizing the unrecognized gains or losses for the pension plan that exceed the larger of 10% of the projected benefit obligation or the fair value of plan assets, also known as the corridor. In the current fiscal year, the amount representing the unrecognized gain or loss that exceeds the corridor is amortized over the estimated average remaining life expectancy of participants, as almost all the participants in the plan are inactive. The net adjustment to other comprehensive income (loss) for fiscal 2021 and fiscal 2020, was a $ 6.6 million net of tax gain and a $ 1.4 million net of tax loss, respectively. The adjustments in both fiscal years are primarily due to a combination of actuarial adjustments at year-end in addition to the amortization of unrealized gain and/or losses throughout the fiscal year. The decrease in the unfunded obligation for the fiscal year was approximately $ 11.1 million and was primarily comprised of $ 7.4 million of actuarial gain, $ 4.6 million of investment gains, $ 1.1 million of pension contributions (comprised of cash contributions and lease payments for the properties contributed to the pension plan in 2013), and a charge of $ 2.0 million due to 60 current year interest cost. The net periodic pension credit was $ 1.3 million in fiscal 2021 compared to $ 0.9 million in fiscal 2020, driven primarily by a reduction in the interest cost on the projected benefit obligation. The unfunded status recorded as Pension Benefit Obligation on our Consolidated Balance Sheets for the pension plan is set forth in the following table, along with the unrecognized actuarial loss, which is presented as part of Accumulated Other Comprehensive Loss: January 1, 2022 January 2, 2021 (In thousands) Unfunded status $ ( 11,605 ) $ ( 22,684 ) Unrecognized actuarial loss 24,200 32,921 Net amount recognized $ 12,595 $ 10,237 Amounts recognized on the balance sheet consist of: Accrued pension liability $ ( 11,605 ) $ ( 22,684 ) Accumulated other comprehensive loss (pre-tax) 24,200 32,921 Net amount recognized $ 12,595 $ 10,237 The net periodic pension credit for the pension plan included the following: Fiscal Year Ended January 1, 2022 Fiscal Year Ended January 2, 2021 (In thousands) Service cost $ — $ — Interest cost on projected benefit obligation 2,019 2,892 Expected return on plan assets ( 4,560 ) ( 4,840 ) Amortization of unrecognized loss 1,283 1,052 Net periodic pension credit for the pension plan $ ( 1,258 ) $ ( 896 ) The following assumptions were used to determine the projected benefit obligation at the measurement date and the net periodic pension cost: January 1, 2022 January 2, 2021 Projected benefit obligation: Discount rate 2.90 % 2.51 % Average rate of increase in future compensation levels N/A N/A Net periodic pension: Discount rate 1.84 % 2.79 % Average rate of increase in future compensation levels N/A N/A Expected long-term rate of return on plan assets 5.20 % 6.00 % Our estimates of the amount and timing of our future funding obligations for our defined benefit pension plan are based upon various assumptions specified above. These assumptions include, but are not limited to, the discount rate, projected return on plan assets, and mortality rates. The rate of increase in future compensation levels has a minimal effect on both the projected benefit obligation and net periodic pension cost, as almost all the participants in the plan are inactive, the majority of the remaining active participants are no longer accruing benefits, and the plan is closed to new entrants. Projected return on plan assets. Pension plan assets are managed under a balanced portfolio allocation policy comprised of two major components: a return-seeking portion and a liability-matching portion. The expected role of return-seeking investments is to achieve a reasonable long-term growth of pension assets with a prudent level of risk, while the role of liability-matching investments is to provide a partial hedge against liability performance associated with changes in interest rates. The objective 61 within return-seeking investments is to achieve asset diversity in order to balance return and volatility. We employ a designated fiduciary to manage the day-to-day investment responsibilities for pension plan assets and relationships with certain agents, advisors, and other fiduciaries. The discount rate. We utilize a full yield curve approach in the estimation of these components by applying the specific spot rates along the yield curve of high-quality corporate bonds used in determination of the benefit obligation to the relevant projected cash flows. We have made this change to provide a more precise measurement of service and interest costs by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates. Mortality rates. The valuations and assumptions reflect adoption of the Society of Actuaries updated RP-2014 mortality tables, with a “blue collar employee” adjustment for non-annuitants and a BlueLinx custom adjustment projected from 2015 for annuitants. Additionally, we use the most current generational projection scales, which were MP-2021 as of January 1, 2022, and MP-2020 as of January 2, 2021. Plan Assets and Long-Term Rate of Return Fiscal 2021 We base the asset return assumption on current and expected asset allocations, as well as historical and expected returns on the plan asset categories. The allocation of the plan’s assets impacts our expected return on plan assets. The expected return on plan assets is based on a targeted allocation consisting of return-seeking securities (including public equity, real assets, and diversified credit investment strategies), liability-matching securities (fixed income), and cash and cash equivalents. Our net benefit cost increases as the expected return on plan assets decreases. We believe that our actual long-term asset allocations on average will approximate our targeted allocation. Our targeted allocation is driven by our investment strategy to earn a reasonable rate of return while maintaining risk at acceptable levels through the diversification of investments across and within various asset categories. For fiscal 2021, we used a 5.20 % expected rate of return on plan assets. The investment policy for the pension plan, in general, is to achieve a reasonable long-term rate of return on plan assets with an acceptable level of risk in order to maintain adequate funding levels. The pension plan’s Investment Committee establishes risk mitigation policies and regularly monitors investment performance and investment allocation policies, with a third-party investment advisor executing on these strategies. We employ a designated fiduciary to manage the day to day investment responsibilities for pension plan assets and relationships with certain agents, advisors, and other fiduciaries. The current targets, adjusted to exclude non-GAAP BlueLinx real-estate holdings, and actual investment allocation, by asset category as of January 1, 2022, consisted of the following: Type Current Target Allocation Actual Allocation, January 1, 2022 Global equity 44.4 % 47.2 % Diversified credit 16.7 % 16.5 % Real assets 8.9 % 10.0 % Liability-hedging 27.8 % 23.8 % Cash 2.2 % 2.5 % Total 100 % 100 % 62 The following table sets forth by level, within the fair value hierarchy (as defined in Note 7, Fair Value Measurements ), pension plan assets at their fair values as of January 1, 2022: Type Quoted prices in active markets of identical assets (Level 1) Significant other observable inputs (Level 2) Significant other unobservable inputs (Level 3) Assets measured at net asset value (NAV) (3) Total (In thousands) Return-seeking securities Investments in trusts and funds (1) $ — $ — $ — $ 69,397 $ 69,397 Liabilities-matching securities: Investments in trusts and funds (2) — — — 22,473 22,473 Cash and cash equivalents 2,399 — — — 2,399 Total $ 2,399 $ — $ — $ 91,870 $ 94,269 (1) This category is comprised of a collective investment trust of equity funds that track the MCSI World Index, a collective investment trust that holds publicly traded listed infrastructure securities, and a pooled investment fund. (2) This category consists of a collective investment trust investing in Treasury STRIPS, in addition to a collective investment fund that tracks to U.S. government bond indexes, and a pooled investment fund. (3) Investments that are measured at net asset value (“NAV”) (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value of the Level 1 assets was based on quoted prices in active markets for the identical assets. Certain investments are measured at fair value using the net asset value ("NAV") per share as a practical expedient and have not been classified in the fair value hierarchy. Investment objectives for our pension plan assets are: • Matching plan liability performance • Diversifying risk • Achieving a target investment return We believe that there are no significant concentrations of risk within our plan assets as of January 1, 2022. We comply with the rules and regulations promulgated under the Employee Retirement Income Security Act of 1974 (“ERISA”) and we prohibit investments and investment strategies not allowed by ERISA. Fiscal 2020 The following table sets forth by level, within the fair value hierarchy, pension plan assets at their fair values as of January 2, 2021: Type Quoted prices in active markets of identical assets (Level 1) Significant other observable inputs (Level 2) Significant other unobservable inputs (Level 3) Assets measured at net asset value (NAV) (3) Total (In thousands) Return-seeking securities Investments in trusts and funds (1) $ — $ — $ — $ 64,870 $ 64,870 Liabilities-matching securities: Investments in trusts and funds (2) — — — 23,905 23,905 Cash and cash equivalents 2,371 — — — 2,371 Total: $ 2,371 $ — $ — $ 88,775 $ 91,146 (1) This category is comprised of a collective investment trust of equity funds that track the MCSI World Index, a collective investment trust that holds publicly traded listed infrastructure securities, and a pooled investment fund. (2) This category consists of a collective investment trust investing in Treasury STRIPS, in addition to a collective investment fund that tracks to U.S. government bond indexes, and a pooled investment fund. (3) Investments that are measured at net asset value (“NAV”) (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. In our fiscal 2020 10-K, we presented investments measured at net asset value (NAV) as Level 2 investments in the fair value hierarchy. The presentation has been adjusted to show those investments measured at NAV in the table above. 63 Pension Plan Cash Flows Our estimated normal future benefit payments to pension plan participants are as follows: Fiscal Year Ended (In thousands) 2022 $ 6,943 2023 6,602 2024 6,644 2025 6,671 2026 6,647 Thereafter 31,723 We fund the pension plan liability in accordance with the limits imposed by ERISA, federal income tax laws, and the funding requirements of the Pension Protection Act of 2006 (“Pension Act”). We are not required to make any cash contributions to the pension plan for fiscal funding year 2022. Multiemployer Pension Plans We are involved in various multiemployer pension plans (“MEPPs”) that provide retirement benefits to certain union employees in accordance with certain collective bargaining agreements (“CBAs”). As one of many participating employers in these MEPPs, we are generally responsible with the other participating employers for any plan underfunding. Our contributions to a particular MEPP are established by the applicable CBAs; however, our required contributions may increase based on the funded status of an MEPP and legal requirements such as those of the Pension Act, which requires substantially underfunded MEPPs to implement a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) to improve their funded status. Factors that could impact funded status of an MEPP include, without limitation, investment performance, changes in the participant demographics, decline in the number of contributing employers, changes in actuarial assumptions, and the utilization of extended amortization provisions. A FIP or RP requires a particular MEPP to adopt measures to correct its underfunded status. These measures may include, but are not limited to: an increase in our contribution rate to the applicable CBA, a reallocation of the contributions already being made by participating employers for various benefits to individuals participating in the MEPP, and/or a reduction in the benefits to be paid to future and/or current retirees. We could also be obligated to make future payments to MEPPs if we either cease to have an obligation to contribute to the MEPP or significantly reduce our contributions to the MEPP because we reduce our number of employees who are covered by the relevant MEPP for various reasons, including, but not limited to, layoffs or closures, assuming the MEPP has unfunded vested benefits. The amount of such payments (known as a complete or partial withdrawal liability) generally would equal our proportionate share of the plan’s unfunded vested benefits. The following table lists our participation in our multiemployer plans which we deem significant. “Contributions” represent the amounts contributed to the plan during the fiscal years presented: Contributions (In millions) Pension Fund: EIN/Pension Plan Number Pension Act Zone Status FIP/RP Status Surcharge 2021 2020 Central States, Southeast and Southwest Areas Pension Fund 366044243 Critical and Declining (January 1, 2020) RP No $ 0.6 $ 0.3 Total $ 0.6 $ 0.3 Our contributions to this plan are approximately 0.1 percent of total contributions, which is less than the required disclosure threshold of five percent of total plan contributions. However, this plan is deemed significant for disclosure as it is severely underfunded. Our current CBA that requires contributions to the plan expires on December 31, 2022. In May 2020, we received a demand letter for payment resulting from our partial withdrawal in 2018 from the Central States Plan and started making payments in June 2020. These payments are payable monthly for a period of 20 years. Our liability for the remainder of these 64 payments was $ 7.3 million as of January 1, 2022. We may, in the future, record an additional liability if required by an event of our complete withdrawal from the plan or a mass withdrawal. Our most recent contingent withdrawal liability was estimated at approximately $ 59.2 million, for a complete withdrawal occurring in 2022. In the case of a complete withdrawal or a mass withdrawal, the Central States Plan could demand yearly payments of approximately $ 1.1 million, which do not include payments for the partial withdrawal of approximately $ 0.6 million annually. In a complete withdrawal, the payments would not amortize the liability fully; however, payments for a complete withdrawal are limited to a 20 -year period. In the case of a mass withdrawal, the liability would not amortize fully under current government regulations, and payments would continue indefinitely. Defined Contribution Plans Our employees also participate in two defined contribution plans: the BlueLinx Corporation Hourly Savings Plan covering hourly employees, and the BlueLinx Corporation Salaried Savings Plan covering salaried employees. Discretionary contributions to the plans are based on employee contributions and compensation, and, in certain cases, participants in the hourly savings plan also receive employer contributions based on union negotiated match amounts. Employer contributions to the hourly savings plan for fiscal years 2020 and 2021 were approximately $ 0.7 million and $ 0.7 million, respectively. Employer contributions to the salaried savings plan for fiscal 2020 of approximately $ 1.8 million were deferred and paid in the first quarter of 2021. Employer contributions to the salaried savings plan for fiscal 2021 of approximately $ 2.0 million were deferred and will be paid in the first quarter of 2022. 9. Share-Based Compensation We have four stock-based compensation plans covering officers, directors, certain employees, and consultants: the 2004 Equity Incentive Plan (the “2004 Plan”), the 2006 Long-Term Equity Incentive Plan (the “2006 Plan”), the 2016 Amended and Restated Long-Term Incentive Plan (the “2016 Plan”) and the 2021 Long-Term Incentive Plan (the “2021 Plan”). The plans are designed to motivate and retain individuals who are responsible for the attainment of our primary long-term performance goals. The plans provide a means whereby the participants develop a further sense of proprietorship and personal involvement in our development and financial success, thereby advancing the interests of the Company and its stockholders. Although we do not have a formal policy on the matter, we issue new shares of our common stock to participants upon the exercise of options or upon the vesting of restricted stock, restricted stock units, or performance shares, out of the total amount of common shares applicable for issuance or vesting under the aforementioned plans. Shares are available for new issuance only under the 2021 Plan. The 2004, 2006 and 2016 Plans have no shares remaining for issuance. Remaining 2006 and 2016 Plan shares are outstanding only for the vesting of outstanding equity awards. On May 20, 2021 at the Annual Meeting of Shareholders, our stockholders approved the BlueLinx Holding, Inc. 2021 Long-Term Incentive Plan (the “2021 Plan”), which the Board of Directors had previously approved. The 2021 Plan permits the grant of nonqualified stock options, incentive stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance shares, performance units, cash-based awards, and other share-based awards to participants of the 2021 Plan selected by our Board of Directors or a committee of the Board that administers the 2021 Plan. We reserved 750,000 shares of our common stock for issuance under the 2021 Plan. The terms and conditions of awards under the 2021 Plan are determined by the Compensation Committee. Some of the awards issued under both the 2006 and 2016 Plans are subject to accelerated vesting in the event of a change in control as such an event is defined in the respective Plan documents. For all awards designated as equity awards, we recognize compensation expense equal to the grant-date fair value for all share-based payment awards that are expected to vest, as described further below, in “Compensation Expense.” This expense is recorded on a straight-line basis over the requisite service period of the entire award, unless the awards are subject to market or performance conditions, in which case we recognize compensation expense over the requisite service period of each separate vesting tranche, to the extent the occurrence of such conditions are probable. All compensation expense related to our share-based payment awards is recorded in “Selling, general, and administrative” expense in the Consolidated Statements of Operations and Comprehensive Income. Restricted Stock Units During fiscal 2021 and in prior years, the Board of Directors were granted restricted stock units with a one-year vesting period, although a pro-rated portion could vest prior to the one-year period, with the remainder forfeited, if a director chose not to stand for re-election before the one-year vesting period elapsed. All vested director grants prior to May 20, 2021 settle at the earlier of ten years from the vesting date or retirement from the Board of Directors, whichever comes first. These awards are time-based and are not based upon attainment of performance goals. Grants to directors made after May 20, 2021 from the 2021 Plan share 65 pool will vest and settle after one year, although a pro-rated portion of the award may vest prior to the one year period, with the remainder forfeited if the director is not standing for re-election or upon retirement from the Board of Directors. During fiscal 2020 and 2021, the Board of Directors granted restricted stock units to certain of our employees and executive officers. Certain of the restricted stock units granted in fiscal 2020 and 2021 vest in equal annual increments over the three years after the date of grant. Certain restricted stock units granted in fiscal 2019 vest on the third anniversary of the date of grant if certain performance conditions are met prior to the vesting date, and the remaining restricted stock units granted in fiscal 2019 vest at the end of the Company’s second fiscal quarter in 2022 if certain performance conditions are met as of the vesting date. As of January 1, 2022, there was approximately $ 7.6 million of total unrecognized compensation expense related to restricted stock units. The unrecognized compensation expense is expected to be recognized over a weighted average term of 1.3 years. As of January 1, 2022, the weighted average remaining contractual term for our restricted stock units was 1.3 years, and the maximum contractual term was 3.0 years. The following table summarizes activity for our restricted stock units during fiscal 2021: Restricted Stock Units Number of Awards Weighted Average Fair Value Outstanding as of January 2, 2021 725,483 $ 15.61 Granted (1) 214,040 42.25 Vested (2) ( 379,371 ) 16.87 Forfeited ( 71,546 ) 16.76 Outstanding as of January 1, 2022 488,606 $ 26.13 (1) Granted shares in fiscal 2021 include approximately 27,677 shares associated with grants issued in fiscal 2019 that include performance criteria granting additional shares for which we believe the performance criteria will be achieved. (2) The total fair value of restricted stock units vested in fiscal 2021 and 2020 was $ 6.4 million and $ 1.0 million, respectively. For fiscal 2020, the weighted average grant date fair value of restricted stock units granted was $ 8.52 . Compensation Expense Total share-based compensation expense from our share-based awards was as follows: January 1, 2022 January 2, 2021 (In thousands) Restricted Stock Units $ 6,590 $ 5,992 Total $ 6,590 $ 5,992 We do not estimate forfeitures but adjust for them as they occur. We recognized related income tax benefits in fiscal years 2021 and 2020 of $ 1.7 million and $ 1.5 million, respectively, which were fully realized in fiscal 2021 and 2020. We include the benefits of tax deductions in excess of recognized compensation expense as a component of our provision for income taxes in our Consolidated Statements of Operations and Comprehensive Income when present. There were $ 0.9 million of excess tax benefits in fiscal 2021 and no excess tax benefits in fiscal 2020. 10. Income per Common Share We calculate basic income per share by dividing net income by the weighted average number of common shares outstanding, excluding unvested restricted stock units. We calculate diluted income per share using the treasury stock method, by dividing net income by the weighted average number of common shares outstanding plus the dilutive effect of outstanding share-based awards, including restricted stock units. The following table shows the computation of basic and diluted income per share: 66 Fiscal Year Ended January 1, 2022 January 2, 2021 ($ in thousands, except per share data) Net income $ 296,133 $ 80,882 Weighted average shares outstanding - basic 9,615 9,422 Dilutive effect of share-based awards 261 41 Weighted average shares outstanding - diluted 9,876 9,463 Basic income per share $ 30.80 $ 8.58 Diluted income per share $ 29.99 $ 8.55 For fiscal years 2021 and 2020, we excluded approximately 128,206 and 725,483 unvested share-based awards, respectively, from the diluted income per share calculation because they were either anti-dilutive or “out of the money.” Outstanding share-based awards not included in diluted loss per share consisted of restricted stock units. 11. Lease Commitments We have operating and finance leases for certain of our distribution facilities, office space, land, mobile fleet, and equipment. Many of our leases are non-cancelable and typically have a defined initial lease term, and some provide options to renew at our election for specified periods of time. The majority of our leases have remaining lease terms of 1 year to 15 years, some of which include one or more options to extend the leases for 5 years. Our leases generally provide for fixed annual rentals. Certain of our leases include provisions for escalating rent based on, among other things, contractually defined increases and/or changes in the Consumer Price Index (“CPI”). The known changes to lease payments are included in the lease liability at lease commencement. Unknown changes related to CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred. In addition, a subset of our vehicle lease cost is considered variable. Some of our leases require us to pay taxes, insurance, and maintenance expenses associated with the leased assets. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We determine if an arrangement is a lease at inception and assess lease classification as either operating or finance at lease inception or modification. Operating lease right-of use (“ROU”) assets and liabilities are presented separately on the consolidated balance sheets. Finance lease ROU assets are included in property and equipment and the finance lease obligations are presented separately in the consolidated balance sheet. When a lease does not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. We have also made the accounting policy election to not separate lease components from non-lease components related to our mobile fleet asset class. Finance Lease Liabilities Our finance lease liabilities consist of leases related to equipment and vehicles, and real estate. As noted in the table below, a majority of our finance leases, formally known as capital leases, relate to real estate. During the first quarter of fiscal 2020, we completed several real estate financing transactions. On December 31, 2019, we completed real estate financing transactions on warehouse facilities in Madison, TN; Kansas City, MO; Richmond, VA; and Bridgeton, MO for aggregate net proceeds of $ 27.2 million. On January 31, 2020, we completed real estate financing transactions on warehouse facilities in Charlotte, NC; Memphis, TN; Independence, KY; San Antonio, TX; Portland, ME; Denville, NJ; Yaphank, NY; Pensacola, FL; and Tallmadge, OH for aggregate net proceeds of $ 34.1 million. On February 28, 2020, we completed a real estate financing transaction on a warehouse facility in Elkhart, IN for net proceeds of $ 7.5 million. These transactions were completed pursuant to sale-leaseback arrangements, and upon their completion, we entered into long-term leases on the properties for initial terms from 15 years to 18 years with multiple 5 -year renewal options. Gross proceeds of these transactions were $ 78.3 million. We determined that the transactions in the first quarter of fiscal 2020 did not qualify as sales in accordance with ASC 842. Therefore, for accounting purposes, the transactions were not accounted for as sale-leaseback transactions, and no gain or loss was recorded. We determined that these leases qualified for finance lease treatment and recorded them accordingly. The net 67 book value of the assets related to these transactions remains on our books as property and equipment and we continue to depreciate the assets over their remaining useful lives. On August 14, 2020, we entered into a sale-leaseback arrangement on our warehouse facility in Denver, CO. We determined that this transaction qualified as a sale in accordance with ASC 842 and the lease qualified for operating lease treatment. Gross proceeds of this transaction were $ 11.0 million and we recognized a related gain of $ 8.7 million. Upon completion of the transaction, we entered into a long-term lease on the property for an initial term of five years with multiple 5 -year renewal options. Net proceeds of the transaction were $ 10.6 million, which were used to pay down our term loan facility. During fiscal 2020 and fiscal 2021, we entered in to equipment finance leases totaling $ 3.8 million and $ 10.5 million, respectively, for tractors added to our delivery fleet. The following table presents our assets and liabilities related to our leases as of January 1, 2022 and January 2, 2021: January 1, 2022 January 2, 2021 (In thousands) Assets Classification Operating lease right-of-use assets Operating lease right-of-use assets $ 49,568 $ 51,142 Finance lease right-of-use assets (1) Property and equipment, net 143,851 148,561 Total lease right-of-use assets $ 193,419 $ 199,703 Liabilities Current portion Operating lease liabilities Operating lease liabilities - short term $ 5,145 $ 6,076 Finance lease liabilities Finance lease liabilities - short term 7,864 5,675 Non-current portion Operating lease liabilities Operating lease liabilities - long term 44,526 44,965 Finance lease liabilities Finance lease liabilities - long term 266,853 267,443 Total lease liabilities $ 324,388 $ 324,159 (1) Finance lease right-of-use assets are presented net of accumulated amortization of $ 73.7 million and $ 58.6 million as of January 1, 2022 and January 2, 2021, respectively. The components of lease expense were as follows: Fiscal Year Ended January 1, 2022 Fiscal Year Ended January 2, 2021 (In thousands) Operating lease cost: $ 11,626 $ 12,634 Finance lease cost: Amortization of right-of-use assets $ 15,183 $ 14,193 Interest on lease liabilities 24,847 23,809 Total finance lease costs $ 40,030 $ 38,002 68 Supplemental cash flow information related to leases was as follows: Fiscal Year Ended January 1, 2022 Fiscal Year Ended January 2, 2021 (In thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 10,782 $ 12,256 Operating cash flows from finance leases 24,847 23,809 Financing cash flows from finance leases $ 11,175 $ 8,662 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 5,663 $ 4,442 Finance leases $ 10,549 $ 3,833 Supplemental balance sheet information for right-of-use assets related to leases was as follows: January 1, 2022 January 2, 2021 (In thousands) Finance leases Property and equipment $ 217,592 $ 207,147 Accumulated depreciation ( 73,741 ) ( 58,586 ) Property and equipment, net $ 143,851 $ 148,561 Weighted Average Remaining Lease Term (in years) Operating leases 10.75 11.14 Finance leases 15.06 16.08 Weighted Average Discount Rate Operating leases 9.01 % 9.28 % Finance leases 10.00 % 9.87 % The major categories of our finance lease liabilities as of January 1, 2022 and January 2, 2021 are as follows: January 1, 2022 January 2, 2021 (In thousands) Equipment and vehicles $ 30,710 $ 29,434 Real estate 244,007 243,684 Total finance leases $ 274,717 $ 273,118 As of January 1, 2022, maturities of lease liabilities were as follows: Operating leases Finance leases (In thousands) 2022 $ 9,376 $ 32,495 2023 9,134 32,115 2024 8,329 31,521 2025 8,329 27,994 2026 6,050 31,439 Thereafter 40,711 348,149 Total lease payments $ 81,929 $ 503,713 Less: imputed interest ( 32,258 ) ( 228,996 ) Total $ 49,671 $ 274,717 69 On January 2, 2021, maturities of lease liabilities were as follows: Operating leases Finance leases (In thousands) 2021 $ 11,215 $ 30,159 2022 9,161 29,453 2023 8,400 29,189 2024 7,283 28,649 2025 7,392 28,102 Thereafter 44,092 380,511 Total lease payments $ 87,543 $ 526,063 Less: imputed interest ( 36,502 ) ( 252,945 ) Total $ 51,041 $ 273,118 12. Commitments and Contingencies Environmental and Legal Matters From time to time, we are involved in various proceedings incidental to our businesses, and we are subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which we operate. Although the ultimate outcome of these proceedings cannot be determined with certainty, based on presently available information, management believes that adequate reserves have been established for probable losses with respect thereto and receivables recorded for expected receipts from settlements. Management further believes that, while the ultimate outcome of these matters could be material to operating results in any given quarter, they will not have a materially adverse effect on our long-term financial condition, our results of operations, or our cash flows. Collective Bargaining Agreements As of January 1, 2022, we employed approximately 2,055 employees and less than one percent of our employees are employed on a part-time basis. Approximately 21 percent of our employees were represented by various local labor unions with terms and conditions of employment governed by CBAs. Six CBAs covering approximately six percent of our employees were up for renewal in fiscal 2021. Four of those CBAs were successfully renewed, and another is expected to be completed before the end of the first quarter 2022. The remaining CBA was terminated as a result of the local union disclaiming interest in continuing to represent the employees at the particular location. Two CBAs covering approximately four percent of our employees are up for renewal in fiscal 2022. 13. Accumulated Other Comprehensive Income (Loss) Comprehensive income (loss) is a measure of income which includes both net income (loss) and other comprehensive income (loss). Our other comprehensive income (loss) results from items deferred from recognition into our Consolidated Statements of Operations and Comprehensive Income (Loss). Accumulated other comprehensive income (loss) is separately presented on our Consolidated Balance Sheets as part of common stockholders’ equity (deficit). Other comprehensive income (loss) was $ 6.6 million and $( 1.4 ) million for fiscal 2021 and fiscal 2020, respectively. 70 The changes in accumulated balances for each component of other comprehensive income (loss) for fiscal 2020 and 2021 were as follows: Foreign currency translation, net of tax Impact of defined benefit pension, net of tax Other, net of tax Total (In thousands) December 28, 2019, ending balance, net of tax $ 666 $ ( 35,441 ) $ 212 $ ( 34,563 ) Other comprehensive income (loss), net of tax (1) ( 6 ) ( 1,414 ) ( 9 ) ( 1,429 ) January 2, 2021, ending balance, net of tax $ 660 $ ( 36,855 ) $ 203 $ ( 35,992 ) Other comprehensive income (loss), net of tax (2) 5 6,610 17 6,632 January 1, 2022, ending balance, net of tax $ 665 $ ( 30,245 ) $ 220 $ ( 29,360 ) (1) For fiscal 2020, there was $ 1.7 million of impact related to our defined pension for related actuarial adjustments and amortization of unrecognized amounts from the prior year, net of taxes of $ 0.3 million. There was a tax benefit of $ 0.4 million allocated to the loss from continuing operations and tax expense allocated to the income from other comprehensive income. (2) For fiscal 2021, there was $ 6.6 million of impact related to our defined pension for related actuarial adjustments and amortization of unrecognized amounts from the prior year, net of taxes of $ 2.1 million. 71 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.