BlueLinx Holdings Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS BLUELINX HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (In thousands, except per share data) (Unaudited) Three Months Ended April 1, 2023 April 2, 2022 Net sales $ 797,904 $ 1,302,305 Cost of sales 664,365 1,011,254 Gross profit 133,539 291,051 Operating expenses (income): Selling, general, and administrative 91,174 91,289 Depreciation and amortization 7,718 6,746 Amortization of deferred gains on real estate ( 984 ) ( 984 ) Other operating expenses 3,116 838 Total operating expenses 101,024 97,889 Operating income 32,515 193,162 Non-operating expenses: Interest expense, net 7,687 11,293 Other expense, net 594 1,138 Income before provision for income taxes 24,234 180,731 Provision for income taxes 6,422 47,322 Net income $ 17,812 $ 133,409 Basic income per share $ 1.96 $ 13.72 Diluted income per share $ 1.94 $ 13.19 Comprehensive income: Net income $ 17,812 $ 133,409 Other comprehensive income: Amortization of unrecognized pension gain, net of tax 239 156 Other ( 11 ) 20 Total other comprehensive income 228 176 Comprehensive income $ 18,040 $ 133,585 See accompanying Notes. 1 BLUELINX HOLDINGS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data) (Unaudited) April 1, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 376,234 $ 298,943 Receivables, less allowances of $ 3,733 and $ 3,449 , respectively 298,888 251,555 Inventories, net 409,324 484,313 Other current assets 29,295 42,121 Total current assets 1,113,741 1,076,932 Property and equipment, at cost 365,667 360,869 Accumulated depreciation ( 157,807 ) ( 155,260 ) Property and equipment, net 207,860 205,609 Operating lease right-of-use assets 43,548 45,717 Goodwill 55,372 55,372 Intangible assets, net 33,879 34,989 Deferred tax assets 55,956 56,169 Other non-current assets 15,374 15,254 Total assets $ 1,525,730 $ 1,490,042 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 177,046 $ 151,626 Accrued compensation 13,115 22,556 Finance lease liabilities - short-term 5,087 7,089 Operating lease liabilities - short-term 6,756 7,432 Real estate deferred gains - short-term 3,935 3,935 Pension benefit obligation - short-term 1,795 1,521 Other current liabilities 20,619 16,518 Total current liabilities 228,353 210,677 Non-current liabilities: Long-term debt, net of debt issuance costs of $ 3,854 and $ 4,057 , respectively 292,753 292,424 Finance lease liabilities - long-term 265,677 265,986 Operating lease liabilities - long-term 38,142 40,011 Real estate deferred gains - long-term 69,452 70,403 Other non-current liabilities 20,604 20,512 Total liabilities 914,981 900,013 Commitments and Contingencies STOCKHOLDERS’ EQUITY: Common Stock, $ 0.01 par value, 20,000,000 shares authorized, 9,088,972 and 9,048,603 outstanding on April 1, 2023 and December 31, 2022, respectively 91 90 Additional paid-in capital 203,427 200,748 Accumulated other comprehensive loss ( 31,184 ) ( 31,412 ) Accumulated stockholders’ equity 438,415 420,603 Total stockholders’ equity 610,749 590,029 Total liabilities and stockholders’ equity $ 1,525,730 $ 1,490,042 See accompanying Notes. 2 BLUELINX HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) (Unaudited) Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Equity Stockholders’ Equity Total Shares Amount Balance, December 31, 2022 9,049 $ 90 $ 200,748 $ ( 31,412 ) $ 420,603 $ 590,029 Net income — — — — 17,812 17,812 Impact of pension plan, net of tax — — — 239 — 239 Vesting of restricted stock units 67 1 ( 1 ) — — — Compensation related to share-based grants — — 4,569 — — 4,569 Repurchase of shares to satisfy employee tax withholdings ( 8 ) — ( 570 ) — — ( 570 ) Obligation for repurchase of shares to satisfy employee tax withholdings ( 19 ) ( 1,319 ) — — ( 1,319 ) Other — — — ( 11 ) — ( 11 ) Balance, April 1, 2023 9,089 $ 91 $ 203,427 $ ( 31,184 ) $ 438,415 $ 610,749 Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Equity Stockholders’ Equity Total Shares Amount Balance, January 1, 2022 9,726 $ 97 $ 268,085 $ ( 29,360 ) $ 124,427 $ 363,249 Net income — — — — 133,409 133,409 Impact of pension plan, net of tax — — — 156 — 156 Vesting of restricted stock units 11 — — — — — Compensation related to share-based grants — — 2,162 — — 2,162 Repurchase of shares to satisfy employee tax withholdings ( 5 ) — ( 393 ) — — ( 393 ) Common stock repurchase and retirement ( 81 ) ( 1 ) ( 6,426 ) — — ( 6,427 ) Other — — — 20 — 20 Balance, April 2, 2022 9,651 $ 96 $ 263,428 $ ( 29,184 ) $ 257,836 $ 492,176 See accompanying Notes. 3 BLUELINX HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended April 1, 2023 April 2, 2022 Cash flows from operating activities: Net income $ 17,812 $ 133,409 Adjustments to reconcile net income to cash provided by operations: Depreciation and amortization 7,718 6,746 Amortization of debt discount and issuance costs 329 263 Deferred income tax 213 ( 1,994 ) Amortization of deferred gains from real estate ( 984 ) ( 984 ) Share-based compensation 4,569 2,162 Changes in operating assets and liabilities: Accounts receivable ( 47,333 ) ( 157,419 ) Inventories 74,989 ( 74,097 ) Accounts payable 25,420 50,072 Taxes payable — 47,057 Pension contributions — ( 221 ) Other current assets 5,953 ( 601 ) Other assets and liabilities 279 ( 2,156 ) Net cash provided by operating activities 88,965 2,237 Cash flows from investing activities: Proceeds from sale of assets 37 49 Property and equipment investments ( 9,008 ) ( 2,509 ) Net cash used in investing activities ( 8,971 ) ( 2,460 ) Cash flows from financing activities: Common stock repurchase and retirement — ( 6,427 ) Repurchase of shares to satisfy employee tax withholdings ( 570 ) ( 393 ) Principal payments on finance lease liabilities ( 2,133 ) ( 3,722 ) Net cash used in financing activities ( 2,703 ) ( 10,542 ) Net change in cash and cash equivalents 77,291 ( 10,765 ) Cash and cash equivalents at beginning of period 298,943 85,203 Cash and cash equivalents at end of period $ 376,234 $ 74,438 Supplemental cash flow information: Interest paid during the period $ 6,190 $ 6,387 Taxes paid during the period $ — $ 2,350 Non-cash transactions: Obligation for repurchase of shares to satisfy employee tax withholdings $ 1,319 $ — See accompanying Notes. 4 BLUELINX HOLDINGS INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS April 1, 2023 (Unaudited) 1. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements include the accounts of BlueLinx Holdings Inc. and its wholly owned subsidiaries (the “Company”). We derived the condensed consolidated balance sheet at April 1, 2023, from the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Fiscal 2022 Form 10-K”), as filed with the Securities and Exchange Commission (“SEC”) on February 21, 2023. In the opinion of our management, the condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of our statements of operations and comprehensive income for the three months ended April 1, 2023 and April 2, 2022, our balance sheets at April 1, 2023 and December 31, 2022, our statements of stockholders’ equity for the three months ended April 1, 2023 and April 2, 2022, and our statements of cash flows for the three months ended April 1, 2023 and April 2, 2022. We have condensed or omitted certain notes and other information from the interim condensed consolidated financial statements presented in this report. Therefore, these condensed consolidated interim financial statements should be read in conjunction with the Fiscal 2022 Form 10-K. The results for the three months ended April 1, 2023 are not necessarily indicative of results that may be expected for the full year ending December 30, 2023, or any other interim period. We operate on a 5-4-4 fiscal calendar. Our fiscal year ends on the Saturday closest to December 31 of that fiscal year and may comprise 53 weeks in certain years. Our 2023 fiscal year contains 52 weeks and ends on December 30, 2023. Fiscal 2022 contained 52 weeks and ended on December 31, 2022. Our financial statements are prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which requires us to make estimates based on assumptions about current and, for some estimates, future economic and market conditions, which affect reported amounts and related disclosures in our financial statements. Although our current estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from our expectations, which could materially affect our results of operations and financial position. Reclassification of Prior Period Presentation For the quarter ended April 2, 2022, 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 quarter ended April 1, 2023. Our reclassifications are limited to the operating activities section and include presenting pension contributions, which were previously presented within the change of other assets and liabilities, as an individual item within changes in operating assets and liabilities. These reclassifications, we believe, provide an enhanced level of transparency with regards to the presentation of our statement of cash flows. Recently Adopted Accounting Standards Credit Impairment Losses. In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 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. The Company adopted this standard on a modified retrospective basis in the first quarter of 2022 and the implementation did not have a material impact to the Company’s condensed consolidated financial statements. Reference Rate Reform. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The standard provides temporary guidance to ease the potential burden in accounting for reference rate reform primarily resulting from the discontinuation of the publication of 5 certain tenors of the London Inter-bank Offered Rate (“LIBOR”) on December 31, 2021, with complete elimination of the publication of the LIBOR by June 30, 2023. The amendments in this ASU are elective and apply to all entities that have contracts referencing the LIBOR. The Company’s revolving credit agreement, as further discussed in Note 6, Long-Term Debt , to these condensed consolidated financial statements, currently references the LIBOR for determining interest payable on current and future borrowings and includes provisions for the use of alternative rates if the LIBOR is unavailable. The guidance in this ASU provides a practical expedient which simplifies accounting analyses under current U.S. GAAP for contract modifications if the change is directly related to a change from the LIBOR to a new interest rate index. The Company adopted this standard prospectively in the first quarter of 2022. The implementation did not have a material impact to the Company’s condensed consolidated financial statements or to any key terms of our revolving credit agreement other than the discontinuation of the LIBOR. 2. Business Combinations On October 3, 2022, we acquired all the outstanding stock of Vandermeer Forest Products, Inc. (“Vandermeer”), a premier wholesale distributor of building products, for preliminary total consideration of $ 69.3 million. The acquisition has been accounted for as a business combination using the acquisition method. The assets acquired and liabilities assumed were recognized at their acquisition date fair values. The acquisition accounting, including fair value estimations, is subject to change as we finalize all assessments of the assets and liabilities that were acquired on the acquisition date. The primary area of the preliminary acquisition accounting that is not yet finalized relates to settlement of the holdback liability. As of the date of the acquisition, the holdback liability was $ 6.3 million. During the quarter-ended April 1, 2023, $ 0.3 million of the holdback liability was returned to the Company for adjustments related to final cash and working capital balances, reducing preliminary total consideration from $ 69.3 million to $ 69.0 million. The remaining holdback liability of $ 6.0 million is scheduled to be settled approximately 18 months after the acquisition date. 3. 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. As of April 1, 2023, we assessed the carrying value of our inventory and determined it was presented at the lower of cost or net realizable value and that a reserve was not necessary. As of December 31, 2022, we recorded a lower of cost or net realizable value reserve of $ 2.6 million as a result of the decrease in the value of our structural lumber and panel inventory related to the decline in wood-based commodity prices as of the end of the period. 4. Goodwill and Other Intangible Assets In connection with our past merger and acquisition activity, we acquired certain intangible assets. As of April 1, 2023, our intangible assets consist of goodwill and other intangible assets including customer relationships, noncompete agreements, and trade names. Goodwill Goodwill is the excess of the cost of an acquired entity over the fair value of tangible and intangible assets (including customer relationships, noncompete agreements, and trade names) acquired, and liabilities assumed, under acquisition accounting for business combinations. As of April 1, 2023, goodwill was $ 55.4 million. Goodwill is not subject to amortization but must be tested for impairment at least annually. This test requires us to assign goodwill to a reporting unit and to determine if the fair value of the reporting unit’s goodwill is less than its carrying amount. We evaluate goodwill for impairment during the fourth quarter of each fiscal year. In addition, we will evaluate the carrying value for impairment between annual impairment tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. Such events and indicators may include, without limitation, significant declines in the industries in which our products are used, significant changes in capital market conditions, and significant changes in our 6 market capitalization. No such indicators were present during the first quarter of fiscal 2023. Our one reporting unit has a fair value that exceeds its carrying value as of April 1, 2023. The following table provides information related to the carrying amount of our goodwill: Total Carrying Amount (In thousands) Balance at December 31, 2022 $ 55,372 Acquisitions — Balance at April 1, 2023 $ 55,372 Definite-Lived Intangible Assets The gross carrying amounts, accumulated amortization, and net carrying amounts of our definite-lived intangible assets at April 1, 2023 were as follows: Intangible Asset Weighted Average Remaining Useful Lives (Years) Gross Carrying Amounts Accumulated Amortization (1) Net Carrying Amounts (In thousands) Customer relationships 10 $ 48,500 $ ( 16,084 ) $ 32,416 Noncompete agreements 5 8,954 ( 8,324 ) 630 Trade names 3 7,826 ( 6,993 ) 833 Total $ 65,280 $ ( 31,401 ) $ 33,879 (1) Intangible assets except customer relationships are amortized on straight line basis. Certain of our customer relationships are amortized on a double declining balance method and certain others are amortized on a straight line basis. Amortization Expense Amortization expense for our definite-lived intangible assets was $ 1.1 million and $ 1.1 million for the three-month periods ended April 1, 2023 and April 2, 2022, respectively. Estimated amortization expense for definite-lived intangible assets for the remaining portion of 2023 and the next five fiscal years is as follows: Fiscal Year Estimated Amortization (In thousands) 2023 $ 3,113 2024 3,930 2025 3,765 2026 3,471 2027 3,340 2028 3,340 5. Revenue Recognition We recognize revenue when the following criteria are met: (1) Contract with the customer has been identified; (2) Performance obligations in the contract have been identified; (3) Transaction price has been determined; (4) Transaction price has been allocated to the performance obligations; and (5) When (or as) performance obligations are satisfied. 7 Contracts with our customers are generally in the form of standard terms and conditions of sale. From time to time, we may enter into specific contracts, which may affect delivery terms. Performance obligations in our contracts generally consist solely of delivery of goods. For all sales channel types, consisting of warehouse, direct, and reload sales, we typically satisfy our performance obligations upon shipment. Our customer payment terms are typical for our industry, and may vary by the type and location of our customer and the products or services offered. The term between invoicing and when payment is due is not deemed to be significant by us. For certain sales channels and/or products, our standard terms of payment may be as early as ten days. In addition, we provide inventory to certain customers through pre-arranged agreements on a consignment basis. Customer consigned inventory is maintained and stored by certain customers; however, ownership and risk of loss remain with us. All revenues recognized are net of trade allowances (i.e., rebates), cash discounts, and sales returns. Cash discounts and sales returns are estimated using historical experience. Trade allowances are based on the estimated obligations and historical experience. Adjustments to earnings resulting from revisions to estimates on discounts and returns have been insignificant for each of the reported periods. Certain customers may receive cash-based incentives or credits, which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and reduce revenues recognized. We believe that there will not be significant changes to our estimates of variable consideration. The following table presents our revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenues. Three Months Ended Product type April 1, 2023 April 2, 2022 (In thousands) Specialty products $ 567,838 $ 767,907 Structural products 230,066 534,398 Total net sales $ 797,904 $ 1,302,305 The following table presents our revenues disaggregated by sales channel. Warehouse sales are delivered from our warehouses. Reload sales are similar to warehouse sales but are shipped from warehouses, most of which are operated by third-parties, where we store owned products to enhance our operating efficiencies. This channel is employed primarily to service strategic customers that would be less economical to service from our warehouses, and to distribute large volumes of imported products from port facilities. Direct sales are shipped from the manufacturer to the customer without our taking physical possession of the inventory and, as a result, typically generate lower margins than our warehouse and reload distribution channels. This distribution channel requires the lowest amount of committed capital and fixed costs. Sales and usage-based taxes are excluded from revenues. Three Months Ended Sales channel April 1, 2023 April 2, 2022 (In thousands) Warehouse and reload $ 686,632 $ 1,077,946 Direct 127,095 246,652 Customer discounts and rebates ( 15,823 ) ( 22,293 ) Total net sales $ 797,904 $ 1,302,305 8 6. Long-Term Debt As of April 1, 2023 and December 31, 2022, long-term debt consisted of the following: April 1, 2023 December 31, 2022 (In thousands) Senior secured notes (1) $ 300,000 $ 300,000 Revolving credit facility (2) — — Finance lease obligations (3) 270,764 273,075 570,764 573,075 Unamortized debt issuance costs ( 3,854 ) ( 4,057 ) Unamortized bond discount costs ( 3,393 ) ( 3,519 ) 563,517 565,499 Less: current maturities of long-term debt 5,087 7,089 Long-term debt, net of current maturities $ 558,430 $ 558,410 (1) As of April 1, 2023 and December 31, 2022, our long-term debt was comprised of $ 300.0 million of senior secured notes issued in October 2021. These notes are presented under the long-term debt caption of our condensed consolidated balance sheets at $ 292.8 million and $ 292.4 million at April 1, 2023 and December 31, 2022, respectively. This presentation is net of their discount of $ 3.4 million and $ 3.5 million and the combined carrying value of our debt issuance costs of $ 3.9 million and $ 4.1 million at April 1, 2023 and December 31, 2022, respectively. Our senior secured notes are presented in this table at their face value. (2) The average effective interest rate for our revolving credit facility was zero percent for the quarters ended April 1, 2023 and April 2, 2022. (3) Refer to Note 9, Leases , for interest rates associated with finance lease obligations. Senior Secured Notes In October 2021, we completed a private offering of $ 300.0 million of our six percent senior secured notes due 2029 (the “2029 Notes”), and in connection therewith we entered into an indenture (the “Indenture”) with the guarantors party thereto and Truist Bank, as trustee and collateral agent. 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, as defined below. As of April 1, 2023 and December 31, 2022, the fair value of our 2029 Notes was approximately $ 276.8 million and $ 283.6 million, respectively, which are designated as Level 2 in the fair value hierarchy. Our valuation technique is based primarily on observable market prices in less active markets. Revolving Credit Facility Our Revolving Credit Facility, entered into with Wells Fargo Bank, National Association, as administrative agent (“the Agent”), and certain other financial institutions party thereto, provides for a senior secured asset-based revolving loan and letter of credit facility of up to $ 350.0 million. Our obligations under the Revolving Credit Facility 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 our Revolving Credit Facility bear interest at a rate per annum equal to (i) LIBOR plus a margin ranging from 1.25 percent to 1.75 percent, with the margin determined based upon average excess availability for the immediately preceding fiscal quarter for loans based on LIBOR, or (ii) the Agent’s base rate plus a margin ranging from 0.25 percent to 0.75 percent, with the margin based upon average excess availability for the immediately preceding fiscal quarter for loans based on the base rate. Our Revolving Credit Facility includes available interest rate options based on LIBOR, which will be discontinued as an available rate option after June 30, 2023. Under the terms of the facility, LIBOR will be replaced with the Secured Overnight Financing Rate (“SOFR”) with respect to the applicable variable rate interest options thereunder, with effect on or before June 30, 2023. 9 Borrowings under our Revolving Credit Facility 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. Our Revolving Credit Facility may be prepaid in whole or in part from time to time without penalty or premium, but including all breakage costs incurred by any lender thereunder. As of April 1, 2023, we had zero outstanding borrowings and excess availability, including cash in qualified accounts, of $ 722.7 million under our Revolving Credit Facility. As of December 31, 2022, we had zero outstanding borrowings and excess availability, including cash in qualified accounts, of $ 645.4 million under our Revolving Credit Facility. Available borrowing capacity under our Revolving Credit Facility was $ 346.5 million on April 1, 2023 and December 31, 2022. Our average effective interest rate under the facility was zero percent for the quarters ended April 1, 2023 and April 2, 2022. Our Revolving Credit Facility contains certain financial and other covenants, and our right to borrow under the Revolving Credit Facility is conditioned upon, among other things, our compliance with these covenants. We were in compliance with all covenants under our Revolving Credit Facility as of April 1, 2023. Finance Lease Obligations Our finance lease liabilities consist of leases related to equipment and vehicles, and real estate, with the majority of those finance leases related to real estate. For more information on our finance lease obligations, refer to Note 9, Leases . 7. Net Periodic Pension Cost (Benefit) The following table shows the components of our net periodic pension cost (benefit): Three Months Ended Pension-related items April 1, 2023 April 2, 2022 (In thousands) Service cost (1) $ — $ — Interest cost on projected benefit obligation 1,104 606 Expected return on plan assets ( 812 ) ( 1,177 ) Amortization of unrecognized gain 302 209 Net periodic pension cost (benefit) $ 594 $ ( 362 ) (1) Service cost is not a part of our net periodic pension benefit as our pension plan is frozen for all participants. The net periodic pension cost (benefit) is included in other expense, net in our condensed consolidated statement of operations and comprehensive income. During the three months ended April 1, 2023, we continued our previously announced plan to terminate the BlueLinx Corporation Hourly Retirement Plan (the “plan”) and transfer the management and delivery of continuing benefits associated with the plan to a highly rated and qualified insurance company with pension termination experience. The process for terminating a pension plan involves several regulatory steps and approvals, and typically takes 12 to 18 months to complete. We estimate the plan termination will be completed during fiscal 2023. 8. Stock Compensation During the three months ended April 1, 2023 and April 2, 2022, we incurred stock compensation expense of $ 4.6 million and $ 2.2 million, respectively. The increase in our stock compensation expense for the three-month period is primarily attributable to the acceleration of unrecognized compensation cost in conjunction with our announced leadership transition. Additionally, there was an increase in the number of awards granted, as well as the increase in the grant-date fair value, or the Company’s stock price, of awards currently vesting compared to the prior year. As of April 1, 2023, we have accrued $ 1.3 million for tax withholding obligations of our employees upon vesting of restricted stock unit awards. This has been presented as a non-cash transaction in our condensed consolidated statement of cash flows. 10 9. Leases We have operating and finance leases for certain of our distribution facilities, office space, land, mobile fleet, and equipment. Many of our leases are non-cancelable and typically have a defined initial lease term, and some provide options to renew at our election for specified periods of time. The majority of our leases have remaining lease terms of one to 15 years, some of which include one or more options to extend the leases for five years . Our leases generally provide for fixed annual rentals. Certain of our leases include provisions for escalating rent based on, among other things, contractually defined increases and/or changes in the Consumer Price Index (“CPI”). The known changes to lease payments are included in the lease liability at lease commencement. Unknown changes related to CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred. In addition, a subset of our vehicle lease cost is considered variable. Some of our leases require us to pay taxes, insurance, and maintenance expenses associated with the leased assets. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We determine if an arrangement is a lease at inception and assess lease classification as either operating or finance at lease inception or modification. Operating lease right-of use (“ROU”) assets and liabilities are presented separately on the condensed consolidated balance sheets. Finance lease ROU assets are included in property and equipment and the finance lease obligations are presented separately in the condensed consolidated balance sheets. 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. The following table presents our assets and liabilities related to our leases as of April 1, 2023 and December 31, 2022: Lease assets and liabilities April 1, 2023 December 31, 2022 (In thousands) Assets Classification Operating lease right-of-use assets Operating lease right-of-use assets $ 43,548 $ 45,717 Finance lease right-of-use assets (1) Property and equipment, net 130,659 132,748 Total lease right-of-use assets $ 174,207 $ 178,465 Liabilities Current portion Operating lease liabilities Operating lease liabilities - short term $ 6,756 $ 7,432 Finance lease liabilities Finance lease liabilities - short term 5,087 7,089 Non-current portion Operating lease liabilities Operating lease liabilities - long term 38,142 40,011 Finance lease liabilities Finance lease liabilities - long term 265,677 265,986 Total lease liabilities $ 315,662 $ 320,518 (1) Finance lease right-of-use assets are presented net of accumulated amortization of $ 88.9 million and $ 90.1 million as of April 1, 2023 and December 31, 2022, respectively. 11 The components of lease expense were as follows: Three Months Ended Components of lease expense April 1, 2023 April 2, 2022 (In thousands) Operating lease cost: Operating lease cost $ 2,918 $ 2,517 Sublease income ( 578 ) ( 652 ) Total operating lease costs $ 2,340 $ 1,865 Finance lease cost: Amortization of right-of-use assets $ 2,089 $ 3,710 Interest on lease liabilities 6,044 6,160 Total finance lease costs $ 8,133 $ 9,870 Supplemental cash flow information related to leases was as follows: Three Months Ended Cash flow information April 1, 2023 April 2, 2022 (In thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 3,458 $ 2,528 Operating cash flows from finance leases 6,044 6,160 Financing cash flows from finance leases $ 2,133 $ 3,722 Non-cash supplemental cash flow information related to leases was as follows: Three Months Ended Non-cash information April 1, 2023 April 2, 2022 (In thousands) Right-of-use assets obtained in exchange for lease obligations Operating leases $ — $ — Finance leases $ — $ — 12 Supplemental balance sheet information related to leases was as follows: Balance sheet information April 1, 2023 December 31, 2022 (In thousands) Finance leases Property and equipment $ 219,572 $ 222,839 Accumulated depreciation ( 88,913 ) ( 90,091 ) Property and equipment, net $ 130,659 $ 132,748 Weighted Average Remaining Lease Term (in years) Operating leases 9.28 9.21 Finance leases 13.78 13.97 Weighted Average Discount Rate Operating leases 8.61 % 8.54 % Finance leases 8.89 % 8.87 % The major categories of our finance lease liabilities as of April 1, 2023 and December 31, 2022 are as follows: Category April 1, 2023 December 31, 2022 (In thousands) Equipment and vehicles $ 27,162 $ 29,300 Real estate 243,602 243,775 Total finance leases $ 270,764 $ 273,075 Under the short-term lease exception provided within ASC 842, we do not record a lease liability or right-of-use asset for any leases that have a lease term of 12 months or less at commencement. Below is a summary of undiscounted finance and operating lease liabilities that have initial terms in excess of one year as of April 1, 2023. The table also includes a reconciliation of the future undiscounted cash flows to the present value of the finance and operating lease liabilities included in the condensed consolidated balance sheets, including options to extend lease terms that are reasonably certain of being exercised. Fiscal year Operating leases Finance leases (In thousands) 2023 $ 7,724 $ 21,147 2024 10,072 31,836 2025 8,756 28,988 2026 5,460 32,553 2027 4,217 26,970 Thereafter 31,519 524,869 Total lease payments $ 67,748 $ 666,363 Less: imputed interest ( 22,850 ) ( 395,599 ) Total $ 44,898 $ 270,764 10. Commitments and Contingencies Environmental and Legal Matters From time to time, we are involved in various proceedings incidental to our businesses, and we are subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which we operate. Although the ultimate outcome of these proceedings cannot be determined with certainty, based on presently available information management 13 believes that adequate reserves have been established for probable losses with respect thereto and receivables have been recorded for expected receipts from settlements. Management further believes that, while the ultimate outcome of one or more of these matters could be material to our operating results in any given quarter, it will not have a materially adverse effect on our consolidated financial condition, our results of operations, or our cash flows. Collective Bargaining Agreements As of April 1, 2023, we employed approximately 2,100 associates and less than one percent of our associates are employed on a part-time basis. Approximately 16 percent of our associates are represented by various local labor unions with terms and conditions of employment governed by Collective Bargaining Agreements (“CBAs”). Four CBAs covering approximately four percent of our associates are up for renewal in the remainder of fiscal 2023, which we expect to renegotiate by the end of fiscal 2023. 11. Accumulated Other Comprehensive Loss Comprehensive income includes both net income and other comprehensive income. Other comprehensive income results from items deferred from recognition into our condensed consolidated statements of operations and comprehensive income. Accumulated other comprehensive loss is separately presented on our condensed consolidated balance sheets as part of stockholders’ equity. The changes in balances for each component of accumulated other comprehensive loss for the three months ended April 1, 2023, were as follows: Defined benefit pension plan, net of tax Other, net of tax Total Accumulated Other Comprehensive Loss December 31, 2022, beginning balance $ ( 32,675 ) $ 1,263 $ ( 31,412 ) Other comprehensive income, net of tax 239 ( 11 ) 228 April 1, 2023, ending balance, net of tax $ ( 32,436 ) $ 1,252 $ ( 31,184 ) 12. Income Taxes Effective Tax Rate Our effective tax rate for the three months ended April 1, 2023 and April 2, 2022 was 26.5 percent and 26.2 percent, respectively. Our effective tax rates for the three months ended April 1, 2023 and April 2, 2022 were impacted by the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation, slightly offset by a benefit from the vesting of restricted stock units, which occurred during each period. For additional information about our income taxes, see Note 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. 13. Income Per Share We calculate basic income per share by dividing net income by the weighted average number of common shares outstanding. We calculate diluted income per share using the treasury stock method, by dividing net income by the weighted average number of common shares outstanding plus the dilutive effect of outstanding share-based awards, including restricted stock units. 14 The reconciliation of basic net income and diluted net income per common share for the three-month periods ended April 1, 2023 and April 2, 2022 were as follows: Three Months Ended April 1, 2023 April 2, 2022 (In thousands, except per share data) Net income $ 17,812 $ 133,409 Weighted-average shares outstanding - basic 9,059 9,720 Dilutive effect of share-based awards 98 393 Weighted-average shares outstanding - diluted 9,157 10,113 Basic income per share $ 1.96 $ 13.72 Diluted income per share $ 1.94 $ 13.19 Approximately 78,000 and 3,000 weighted-average share-based awards were excluded from the computation of earnings per share assuming dilution during the three months ended April 1, 2023 and April 2, 2022, respectively, as the awards would have been anti-dilutive for the periods presented. 15