What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-18 compared with 2024-02-20 · 406 added, 430 removed, 889 unchanged (48% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firms (PCAOB ID:

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Statements of Operations and Comprehensive Income

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Goodwill and Other Intangible Assets

Property, Plant and Equipment

Debt and Finance Leases

S egment Reporting

Property and Equipment

Debt and Finance Leases Obligations

Employee Retirement Plans

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Auditing management's annual goodwill impairment test involved especially subjective judgments due to the significant estimation required in determining the fair value of the reporting unit.

In particular, the estimates of the fair value for the reporting unit are sensitive to assumptions, such as the weighted average cost of capital, gross margin, and capital expenditures, which are affected by expectations about future market or economic conditions.

In particular, the estimates of the fair value for the reporting unit are sensitive to assumptions, such as the weighted average cost of capital and gross profit, which are affected by expectations about future market or economic conditions.

How We Addressed the Matter in Our Audit

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COMPREHENSIVE INCOME

Fiscal Year Ended December 30, 2023 Fiscal Year Ended December 31, 2022 Fiscal Year Ended January 1, 2022

Fiscal Year Ended

December 28, 2024 December 30, 2023 December 31, 2022

(In thousands, except per share amounts)

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Interest expense, net 19,364 23,746 42,272

Settlement of frozen defined benefit pension plan 30,440 — —

Other expense (income), net 2,377 2,054 ( 1,306 )

Settlement of defined benefit pension plan ( 2,481 ) 30,440 —

Other expense, net — 2,377 2,054

Income before provision for income taxes 70,687 81,886 394,761

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Other comprehensive income (loss):

Actuarial (loss) gain on defined benefit plan, net of tax of $ 1,090 , $ 1,016 and $( 1,771 ), respectively

Actuarial loss on defined benefit plan, net of tax of $ 1,090 and $ 1,016 , respectively

— ( 3,119 ) ( 3,057 )

Amortization of unrecognized pension gain, net of tax of $( 325 ) and $( 208 ), respectively

882 627 1,064

Settlement of frozen defined benefit pension plan, including tax of $ 4,472

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Accrued compensation 16,706 14,273

Taxes payable 9,584 —

Finance lease liabilities - current 12,541 11,178

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Non-current liabilities:

Long-term debt, net of debt issuance costs of $ 3,246 and $ 4,057 , respectively

293,743 292,424

Finance lease liabilities - non-current 274,248 265,986

Operating lease liabilities - non-current 32,519 40,011

Real estate deferred gains - non-current 66,599 70,403

Long-term debt 295,061 293,743

Finance lease liabilities - less current portion 280,002 274,248

Operating lease liabilities - less current portion 40,114 32,519

Real estate deferred gains - less current portion 63,296 66,599

Other non-current liabilities 19,079 17,644

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STOCKHOLDERS’ EQUITY

Preferred Stock, $ 0.01 par value, 30,000,000 shares authorized, none issued

Preferred Stock, $ 0.01 par value, 30,000,000 shares authorized, none outstanding

Common Stock, $ 0.01 par value, 20,000,000 shares authorized,

8,650,046 and 9,048,603 outstanding on December 30, 2023 and December 31, 2022, respectively

8,294,798 and 8,650,046 outstanding, respectively

Additional paid-in capital 124,103 165,060

Accumulated other comprehensive loss — ( 31,412 )

Retained earnings 522,255 469,139

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Paid-In Capital Accumulated

Comprehensive Income (Loss) Retained Earnings (Accumulated Deficit) Total Stockholders’ Equity

Comprehensive Income (Loss) Retained Earnings Total Stockholders’ Equity

Shares Amount

(In thousands)

Balance as of beginning of fiscal 2021 9,463 $ 95 $ 266,695 $ ( 35,992 ) $ ( 171,706 ) $ 59,092

Balance as of the beginning of fiscal 2022 9,726 $ 97 $ 268,085 $ ( 29,360 ) $ 124,427 $ 363,249

Net income — — — — 296,176 296,176

Other comprehensive income — — — 6,632 — 6,632

Other comprehensive loss — — — ( 2,052 ) — ( 2,052 )

Vesting of restricted stock units 337 3 ( 3 ) — — —

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Repurchase of shares to satisfy employee tax withholdings ( 132 ) ( 1 ) ( 10,533 ) — — ( 10,534 )

Other — — ( 5 ) — — ( 5 )

Common stock repurchases and retirements ( 882 ) ( 9 ) ( 66,418 ) — — ( 66,427 )

Balance as of end of fiscal 2022 9,049 90 200,748 ( 31,412 ) 420,603 590,029

Net income — — — — 48,536 48,536

Other comprehensive loss — — — ( 2,052 ) — ( 2,052 )

Other comprehensive income — — — 31,412 — 31,412

Vesting of restricted stock units 170 2 ( 2 ) — — —

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Net income — — — 53,116 53,116

Other comprehensive income — — — 31,412 — 31,412

Vesting of restricted stock units 105 1 ( 1 ) — — —

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CONSOLIDATED STATEMENTS OF CASH FLOWS

Fiscal Year Ended December 30, 2023 Fiscal Year Ended December 31, 2022 Fiscal Year Ended January 1, 2022

Fiscal Year Ended December 28, 2024 Fiscal Year Ended December 30, 2023 Fiscal Year Ended December 31, 2022

(In thousands)

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Amortization of debt discount and issuance costs 1,318 1,319 1,153

Adjustment to debt issuance cost associated with term loan/revolver — — 7,394

Gains from sales of property ( 272 ) — ( 144 )

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Accounts receivable 2,573 23,145 101,266

Inventories 140,875 20,759 ( 146,350 )

Inventories, net ( 12,271 ) 140,875 20,759

Accounts payable 13,002 5,973 ( 31,808 )

Taxes payable 9,584 ( 6,138 ) ( 1,709 )

Employer contributions due to the single-employer defined benefit pension plan — ( 6,900 ) ( 11,876 )

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Cash flows from financing activities:

Borrowings on revolving credit facilities — — 949,080

Repayments on revolving credit facilities — — ( 1,235,724 )

Repayments on term loan — — ( 43,204 )

Proceeds from senior secured notes — — 295,861

Common stock repurchases ( 45,297 ) ( 42,135 ) ( 66,427 )

Debt financing costs — — ( 5,459 )

Repurchase of shares to satisfy employee tax withholdings ( 3,365 ) ( 5,279 ) ( 10,534 )

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Supplemental cash flow information:

Net income tax payments during the fiscal year $ 19,239 $ 111,197 $ 98,855

Interest paid during the fiscal year $ 43,438 $ 44,054 $ 33,236

Net income tax payments $ 30,408 $ 19,239 $ 111,197

Interest paid $ 44,988 $ 43,438 $ 44,054

See the accompanying notes to the consolidated financial statements.

BLUELINX HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summary of Significant Accounting Policies

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specialty products and structural products.

Specialty products include items such as engineered wood, siding, millwork, outdoor living, specialty lumber and panels, and industrial products.

Specialty products include items such as engineered wood, siding, millwork, outdoor living products, specialty lumber and panels, and industrial products.

Structural products include items such as lumber, plywood, oriented strand board, rebar, and remesh.

The Company also provides a wide range of value-added services and solutions aimed at relieving distribution and logistics challenges for its customers and suppliers, while enhancing their marketing and inventory management capabilities.

The Company also provides a wide range of value-added services and solutions aimed at relieving distribution and logistics challenges for its customers and suppliers, while enhancing customers’ sales and inventory management capabilities.

The Company’s consolidated financial statements include the accounts of BlueLinx Holdings Inc.

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These financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.

GAAP” or “GAAP”).

All significant intercompany accounts and transactions have been eliminated.

The Company operates on a 5-4-4 fiscal calendar.

Its fiscal year ends on the Saturday closest to December 31 of that fiscal year and may comprise 53 weeks in certain years.

Its fiscal year ends on the Saturday closest to December 31 of each year and may comprise 53 weeks in certain years.

The Company’s 2024 fiscal year contained 52 weeks and ended on December 28, 2024 (“fiscal 2024”).

Fiscal 2023 contained 52 weeks and ended on December 30, 2023 (“fiscal 2023”).

Fiscal 2021 contained 53 weeks and ended on January 1, 2022 (“fiscal 2021”).

Fiscal 2022 contained 52 weeks and ended on December 31, 2022 (“fiscal 2022”).

Reclassification of Prior Period Presentation

The Company reclassified income taxes payable into Other current liabilities on its consolidated balance sheet as of December 30, 2023.

The Company also reclassified income taxes payable into Other assets and liabilities on its consolidated statements of cash flows for fiscal 2023 and fiscal 2022.

These reclassifications were made to align prior-period disclosures with current presentation.

Use of Estimates

The Company’s financial statements are prepared in conformity with U.S.

GAAP, which requires management and advisors of the Company 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 its financial statements.

GAAP, which requires management to make estimates based on assumptions about current, and for some estimates, future economic and market conditions, which affect reported amounts and related disclosures in its financial statements.

Although these current estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from expectations, which could materially affect the Company’s financial position, results of operations and cash flows.

The Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities, and reported amounts of revenues and expenses in preparing these financial statements in conformity with GAAP.

The impacts of national and global events may also affect the Company’s accounting estimates, which may materially change from period to period due to such events.

The Company’s management and its advisors regularly evaluate these significant factors and make adjustments where facts and circumstances dictate.

The Company’s management regularly evaluates these significant factors and makes adjustments where facts and circumstances dictate.

Revenue Recognition and Cost of Products Sold

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Trade allowances are based on the estimated obligations and historical experience.

Adjustments to earnings resulting from revisions to estimates on discounts and returns has not been material for each of the reported periods.

Certain customers may receive cash-based incentives or credits, which are accounted for as variable consideration.

Adjustments to earnings resulting from revisions to estimates on discounts and returns have not been material in any of the reported periods.

Certain customers may receive cash-based incentives or credits, which are accounted for as variable

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

consideration.

The Company estimates these amounts based on the expected amount to be provided to customers and then reduces the amount of revenue recognized.

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Sales and usage-based taxes are excluded from revenues.

BLUELINX HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Contracts with customers are generally in the form of standard terms and conditions of sale.

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The time period between invoicing and when payment is due is not deemed to be significant.

For certain sales channels and/or products, standard payment terms may be as early as ten days.

In addition, the Company provides 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 the Company.

For certain sales channels and/or products, standard payment terms may be as early as ten days and in limited situations we may require a customer to pay at time of delivery.

Costs to obtain customer contracts are generally expensed as incurred.

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Substantially all of the amount reported in Cost of products sold on the Company’s consolidated statement of operations is composed of cost to purchase inventory for resale to customers, including the cost of inbound freight, volume incentives, and inventory adjustments.

During fiscal 2023, 2022 or 2021, no one supplier represented more than 10% of the Company’s consolidated Cost of products sold.

During fiscal 2024, 2023 and 2022, no one supplier represented more than 10% of the Company’s consolidated Cost of products sold.

Cash and Cash Equivalents

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Though the Company has not experienced any losses on its cash deposits to date and does not currently anticipate incurring any such losses, there can be no assurance that the Company will not experience losses in the future.

Based on the legal form and nature of any restrictions that may be placed by third parties on certain amounts of cash transferred by the Company to external entities, the Company’s accounting policy is to classify such unexpended amounts as either restricted cash, other current assets, or other assets in its consolidated balance sheet.

As of December 28, 2024 and December 30, 2023, the Company had $ 11.5 million and $ 10.5 million, respectively, reported within Other non-current assets on its consolidated balance sheets for amounts transferred to a third party related to certain of the Company’s self-insured risks for events that have occurred but have not been settled by, or are not yet known to, the Company.

See the subsequent section of this note under the heading, Self Insurance.

The Company had no amounts reported as restricted cash on it consolidated balance sheets as of December 30, 2023 and December 31, 2022.

The Company had no amounts reported as restricted cash on its consolidated balance sheets as of December 28, 2024 and December 30, 2023.

Accounts Receivable and Allowance

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The Company’s 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.

The Company believes that its accounts receivable are homogenous and concluded that they can be grouped into one pool when applying the CECL model.

The Company determined that historical loss information is a reasonable basis on which to determine expected credit

The Company believes

BLUELINX HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

losses for accounts receivable because the composition of the receivables at the most recent reporting date is consistent with that used in developing the historical credit-loss percentages.

During fiscal year 2023 and 2022, the Company recorded provisions for doubtful accounts of $ 0.6 million and $ 0.7 million , respectively, and recorded charge offs net of recoveries of $ 0.6 million and $ 1.3 million, respectively, against the allowance for accounts receivable.

Inventory Valuation

The Company’s inventory is comprised of substantially finished goods that we purchase for resale to our customers.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

that its accounts receivable are homogenous and concluded that they can be grouped into one pool when applying the CECL model.

The Company determined that historical loss information is a reasonable basis on which to determine expected credit losses for accounts receivable because the composition of the receivables at the most recent reporting date is consistent with that used in developing the historical credit-loss percentages.

During fiscal years 2024 and 2023, the Company recorded provisions for doubtful accounts of $ 1.3 million and $ 0.6 million , respectively, and recorded charge offs net of recoveries of $ 0.3 million and $ 0.6 million, respectively, against the allowance for accounts receivable.

The Company’s inventories consist almost entirely of finished goods inventory, with a very limited amount of work-in-process inventory.

The cost of all inventories is determined by the moving average cost method.

The Company includes all material charges directly or indirectly incurred in bringing inventory to its existing condition and location.

Inventory carrying values are evaluated at the end of each fiscal 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 December 31, 2022 and December 30, 2023, the Company had a lower-of-cost-or-net-realizable-value inventory reserve of $ 2.6 million and zero , respectively.

The Company includes all material charges directly incurred in bringing inventory to its existing condition and location, including the cost of inbound freight, volume incentives, inventory adjustments, tariffs, duties and other import fees.

The Company evaluates its inventory value at the end of each quarter to ensure that inventory, when viewed by category, is carried at the lower-of-cost-or-net-realizable-value (“LCNRV”), which also considers items that may be considered damaged, excess, and obsolete inventory.

As of December 28, 2024 and December 30, 2023, the carrying values of the Company’s inventory reported on its consolidated balance sheets did not reflect any adjustments for LCNRV matters.

Substantially all of the amount reported in Cost of products sold on the Company’s consolidated statement of operations is composed of costs incurred to purchase inventory that is subsequently resold to customers, including costs related to import duties and tariffs.

Import duties and tariffs are not typically passed through to customers as separately billed charges.

Certain import duties are classified by the U.S.

Department of Commerce (the “Commerce Department”) as “antidumping or countervailing duties,” and these duties may be subject to periodic review and adjustments by the Commerce Department through a process known as a trade remedy administrative review, which can result in both retroactive and prospective adjustments to duty rates.

At the time of importation, the Company tenders antidumping duty and countervailing duty cash deposits (as use of that term has been defined by the Commerce Department) to the U.S.

Customs and Border Protection (“U.S.

Customs”) and accounts for duties and tariffs based on the then-current rates in effect, and records any retroactive adjustments in the period in which U.S.

Customs determines final duty rates at the time entries subject to antidumping and countervailing duties liquidate (as use of that term has been defined by the Commerce Department), typically through the resolution of a trade remedy administrative review proceeding .

During fiscal 2024, the Company recognized refunds of $ 20.7 million plus interest of $ 2.7 million related to retroactive adjustments associated with certain antidumping duties for imported wood moulding and millwork products.

The antidumping duty cash deposits were originally paid and accounted for by the Company in prior reporting periods at the then-current rates.

Impacted inventories have since been sold.

These adjustment amounts are reflected in Cost of products sold and Interest expense, net, respectively, on the Company’s consolidated statement of operations for the fiscal year ended December 28, 2024.

See Note 14, Commitments and Contingencies , for disclosure concerning other matters related to import duties.

Consideration Received from Vendors and Paid to Customers

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The Company also receives rebates related to price protection and various marketing allowances that are common industry practice.

The Company accrues for the receipt of vendor rebates based on purchases, and also reduce the carrying value of the related inventory to reflect the net acquisition cost (purchase price less expected purchase rebates).

The Company accrues for the receipt of vendor rebates based on purchases, and also reduces the carrying value of the related inventory to reflect the net acquisition cost (purchase price less expected purchase rebates).

In addition, the Company enters into agreements with many of its customers to offer customer rebates, generally based on achievement of specified sales levels and various marketing allowances that are common industry practice.

The Company accrues for the payment of customer rebates based on sales to the customer, and also reduce its sales to report net sales (sales price less expected customer rebates).

Adjustments to earnings resulting from revisions to rebate estimates have historically not been material.

The Company accrues for the payment of customer rebates based on sales to the customer, and also reduces its sales to report net sales (sales price less expected customer rebates).

Since these arrangements are typically on a calendar or fiscal year basis, adjustments to earnings resulting from revisions to rebate estimates have historically not been material.

Property and Equipment

Property and equipment are recorded at cost.

Lease obligations for which the Company assumes 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.

Lease obligations for which the Company assumes or retains substantially all the property rights and risks of ownership are capitalized.

Amortization of assets recorded under finance leases is included in Depreciation and amortization in the Company’s consolidated statement of operations.

Replacements of major units of property

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, which range from seven to 15 years for land improvements, 15 to 33 years for buildings, and three to seven years for machinery and equipment.

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.

Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which range from seven years to 15 years for land improvements, 15 years to 33 years for buildings, and three years to seven years for machinery and equipment.

Leasehold improvements are depreciated over the lesser of 15 years or the remaining life of the expected lease term.

Upon retirement or disposition of assets, cost and accumulated depreciation are removed from the related accounts and any gain or loss is included in earnings.

The Company assesses long-lived assets other than goodwill for impairment whenever facts and circumstances indicate that the carrying amount may not be fully recoverable.

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The amount by which the carrying amount exceeds the fair value of the asset, if any, is recognized as an impairment loss.

BLUELINX HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Goodwill and Other Intangible Assets

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Since the Company operates within one single reporting unit, goodwill is assessed at the enterprise level.

The Company performs its annual assessment of goodwill as of the first day of its fourth fiscal quarter, which was October 1, 2023 for fiscal 2023.

The Company performs its annual assessment of goodwill as of the first day of its fourth fiscal quarter, which was September 29, 2024 for fiscal 2024.

Since the Company operates within a single reporting unit, goodwill is evaluated at the enterprise level.

The annual assessment for fiscal 2023 utilized a quantitative approach and was performed by the Company with the assistance of independent third-party experts.

An assessment under the quantitative approach requires the Company to determine the enterprise’s fair value and then compare that fair value to the carrying value of the enterprise, including goodwill, in order to determine if goodwill is impaired.

Based on this assessment, the estimated fair value of the enterprise exceeded its carrying value, including goodwill.

The annual assessments for fiscal 2024 and fiscal 2023 utilized a quantitative approach and was performed by the Company with the assistance of independent third-party experts.

An assessment under the quantitative approach requires the Company to estimate the enterprise’s fair value and then compare that fair value to the carrying value of the enterprise, including goodwill, in order to determine if goodwill is impaired.

The estimate of the fair value for the enterprise is sensitive to assumptions such as the weighted average cost of capital and gross profit, which are affected by expectations about future market or economic conditions.

Based on the assessments for fiscal 2024 and fiscal 2023, the estimated fair value of the enterprise exceeded its carrying value, including goodwill.

Therefore, the Company concluded that goodwill was not impaired.

For fiscal 2022, the Company conducted its annual impairment assessment for goodwill using a qualitative approach.

A qualitative approach requires an assessment that evaluates various factors that are specific to the Company, as well as industry and macroeconomic factors, in order to determine whether impairment indicators are present.

If impairment indicators are present, the Company must then determine if such indicators are more likely than not to cause the fair value of the enterprise to be less than its carrying amount.

Based on the qualitative analysis performed in fiscal 2022, the Company concluded that no such impairment indicators were present, and therefore goodwill was not impaired.

In addition, the Company will evaluate the carrying value of goodwill for impairment between annual impairment assessments if an event occurs or circumstances change that would indicate the carrying amount may be impaired.

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The Company is also self-insured up to certain limits for the majority of its medical benefit plans ($ 0.3 million per occurrence).

A provision for claims under this self-insured program, based on our estimate of the aggregate liability for claims incurred, is revised and recorded annually.

A provision for claims under this self-insured program, based on our estimate of the aggregate liability for claims incurred, is revised and

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

recorded annually.

The estimate is derived from both internal and external sources including but not limited to actuarial estimates.

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As of December 28, 2024 and December 30, 2023, the self-insurance liabilities totaled $ 11.8 million and $ 13.8 million, respectively.

BLUELINX HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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The Company accounts for deferred income taxes using the liability method.

Accordingly, deferred tax assets and liabilities are recognized 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 the Company’s consolidated balance sheet.

A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not (likelihood of more than 50%) that some portion or all the deferred tax asset will not be realized.

Accordingly, deferred income tax assets and liabilities are recognized based on the income tax effects of temporary differences between the financial statement and income tax bases of assets and liabilities, as measured by current enacted income tax rates.

All deferred income tax assets and liabilities are classified as noncurrent in the Company’s consolidated balance sheet.

A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not (likelihood of more than 50%) that some portion or all the deferred income tax asset will not be realized.

For additional information, see Note 7, Income Taxes .

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Prior to December 5, 2023, the Company sponsored a noncontributory defined benefit pension plan (the “DB Pension Plan”).

Most of the participants in the DB Pension Plan are inactive, with all remaining active participants no longer accruing benefits, and the plan is closed to new entrants.

The funding policy for the DB Pension Plan is based on actuarial calculations and the applicable requirements of federal law.

Benefits under the plan primarily are related to years of service.

The Company’s accounting policy election is to measure plan assets and benefit obligations as of December 31, which is the month-end that is closest to the Company’s fiscal year-end.

Most of the participants in the DB Pension Plan were inactive, with all remaining active participants no longer accruing benefits.

The DB Pension Plan was closed to new entrants.

The funding policy for the DB Pension Plan was based on actuarial calculations and the applicable requirements of federal law.

Benefits under the plan primarily were related to years of service.

The Company’s accounting policy election was to measure plan assets and benefit obligations as of December 31, which is the month-end that is closest to the Company’s fiscal year-end.

As further disclosed in Note 10, Employee Retirement Plans , the Company, as sponsor, settled the frozen DB Pension Plan in December 2023.

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The Company’s contributions to a particular MEPP are established by the applicable CBAs;

however, the Company’s 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.

The settlement of the DB Pension Plan did not result in any changes to the multi-employer pension plans in which some of the Company’s union employees participate.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(“RP”) to improve their funded status.

The settlement of the DB Pension Plan did not result in any changes to the multi-employer pension plans in which some of the Company’s union employees participate.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

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Assets acquired and liabilities assumed by the Company through a business combination are initially recorded at their acquisition-date fair values.

For the Company’s frozen defined benefit pension plan that was settled on December 5, 2023, the funded position of this plan, which was reflected in the Company’s consolidated balance sheet prior to settlement, is determined in part by the fair value of the assets held by the pension plan at the end of each reporting period.

As of December 31, 2022, the underfunded position was $ 1.5 million.

As of December 30, 2023, this amount was zero due to the settlement.

See Note 10, Employee Retirement Plans.

The Company has no assets or liabilities for which their carrying values are remeasured to fair value at the end of each reporting period.

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Compensation expense related to share-based payment awards is generally recorded in SG&A expense in the consolidated statements of operations.

BLUELINX HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Repurchases of Common Stock

The Company may make authorized repurchases of its common stock from time to time, without prior notice, subject to prevailing market conditions and other considerations.

On October 31, 2023, the Company’s Board of Directors authorized a share repurchase program for $ 100 million.

Under this share purchase program, the Company may make authorized repurchases of its common stock from time to time, without prior notice, subject to prevailing market conditions and other considerations.

Repurchases may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, accelerated share repurchase programs, tender offers, or pursuant to a trading plan that may be adopted in accordance with the Securities and Exchange Commission Rule 10b5-1.

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The portion of the cost to repurchase common stock that is in excess of par value is charged to additional paid-in capital within stockholders’ equity.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Direct costs incurred by the Company to repurchase its common stock, such as broker commissions and excise taxes, are considered part of the cost to repurchase the common stock.

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Recent Accounting Standards - Adopted

The Company did not adopt any new accounting standards during fiscal 2023.

The following accounting standards were adopted during fiscal 2022 and fiscal 2021.

Adopted in Fiscal 2024

Segment Reporting Improvements .

On November 27, 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

The FASB issued this new guidance primarily to provide financial statement users with more disaggregated expense information about a public business entity’s (“PBE”) reportable segment(s).

This ASU requires PBEs to provide incremental disclosures related to the entity’s reportable segment(s), including disclosures for expenses that are both 1) significant to each reportable segment and are provided regularly to the chief operating decision maker (“CODM”) or easily computed from information regularly provided to the CODM and 2) included in the reported measure of segment profit or loss used by the CODM to assess performance and allocate resources.

Under the provisions of this ASU, all of the disclosures required in the segment guidance, including disclosing a measure of segment profit or loss used by the CODM and reporting significant segment expenses, applies to all PBEs, including those with a single operating or reportable segment.

However, this ASU did not change the definition of a segment, the method for determining segments, or any criteria for aggregating operating segments into reportable segments.

The Company adopted ASU 2023-07 at the beginning of fiscal 2024, however it became effective for the Company’s fiscal 2024 annual reporting period and for interim financial reporting periods at the beginning of fiscal 2025.

As required, the Company’s annual disclosures for ASU 2023-07 are retrospectively presented for all annual comparative periods beginning in the notes to these annual consolidated financial statements.

See Note 5, Segment Reporting .

Since this ASU addresses only disclosures, the adoption did not have any effects on the Company’s financial condition, results of operations or cash flows.

Adopted in Fiscal 2022

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 former incurred loss model applicable to the measurement of credit losses on financial assets measured at amortized cost, and applies to some off-balance sheet credit exposures.

In June 2016, the FASB issued ASU No.

2016-13, Financial Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”).

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 model replaces the former incurred loss model 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 consolidated financial statements.

The Company adopted ASU 2016-13 on a modified retrospective basis in the first quarter of 2022 and the implementation did not have a material impact to the Company’s consolidated financial statements.

Reference Rate Reform .

1 unchanged sentence

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 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.

Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”).

This ASU provides temporary guidance to ease the potential burden in accounting for reference rate reform primarily resulting from the discontinuation of the publication of certain tenors of the London Inter-bank Offered Rate (“LIBOR”) on December 31, 2021, with complete elimination of the publication of LIBOR by June 30, 2023.

The amendments in this ASU are elective and apply to all entities that have contracts referencing LIBOR.

The Company’s revolving credit agreement, as further discussed in Note 8, Long-Term Debt , to these consolidated financial statements, was amended on June 27, 2023, to replace references to LIBOR with Secured Overnight Financing Rate (“SOFR”) for determining interest payable on current and future borrowings.

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 on the Company’s condensed consolidated financial statements or to any key terms of our revolving credit agreement other than the discontinuation of LIBOR.

Income Taxes.

In December 2019, the FASB issued 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 were effective for interim periods and fiscal years beginning after December 15, 2020.

The Company 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 statements.

GAAP for contract modifications if the change is directly related to a change from LIBOR to a new interest rate index.

The Company adopted ASU 2020-04 prospectively in the first quarter of 2022.

The adoption did not have a material impact on the Company’s consolidated financial

BLUELINX HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

statements or to any key terms of our revolving credit agreement other than the discontinuation of LIBOR.

Recent Accounting Standards - Adoption Pending

Segment Reporting Improvements .

On November 27, 2023, the FASB issued ASU No.

2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

The FASB issued the new guidance primarily to provide financial statement users with more disaggregated expense information about a public business entity’s (“PBE”) reportable segment(s).

This ASU will require PBEs to provide incremental disclosures related to the entity’s reportable segment(s), including disclosures for expenses that are both 1) significant to each reportable segment and are provided regularly to the Chief Operating Decision Maker (“CODM”) or easily computed from information regularly provided to the CODM and 2) included in the reported measure of segment profit or loss used by the CODM to assess performance and allocate resources.

If a PBE does not disclose any significant segment expenses for a reportable segment, it is required to disclose narratively the nature of the expenses used by the CODM to manage each segment’s operations.

However, this ASU does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments.

ASU 2023-07 will be effective for the Company’s annual reporting periods beginning in fiscal 2024 and all interim reporting periods beginning in fiscal 2025.

At adoption, the disclosures are retrospectively presented for all comparative periods presented.

Since this new ASU addresses only disclosures, the Company does not expect the adoption of this ASU to have any material effects on its financial condition, results of operations or cash flows.

The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023-07.

Income Tax Disclosure Improvement.

On December 14, 2023, the FASB issued ASU No.

2023-09, Improvements to Income Tax Disclosures , which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements.

Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements.

Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the income tax rate reconciliation.

They must also further disaggregate income taxes paid.

The ASU’s disclosure requirements apply to all entities subject to ASC 740.

The overall objective of these disclosure requirements is for an entity, particularly an entity operating in multiple jurisdictions, to disclose sufficient information to enable users of financial statements to understand the nature and magnitude of factors contributing to the difference between the effective tax rate and the statutory tax rate.

The ASU’s disclosure requirements apply to all entities subject to Accounting Standards Codification Topic 740.

ASU 2023-09 will be effective for the Company for the fiscal 2025 annual reporting period.

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The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023-09.

Costs and Expenses Disclosures.

On November 4, 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”), which establishes new disaggregation disclosure requirements for certain costs and expenses in the notes to the consolidated financial statements.

Under the new guidance, entities must provide details of the components of its expense captions from continuing operations presented on the face of the statement of operations as well as a qualitative description of the amounts remaining that are not separately disaggregated quantitatively.

Relevant disclosure categories include purchases of inventory, employee compensation, depreciation and intangible asset amortization.

An entity must also disclose the total amount of selling expenses, and in annual reports, its definition thereof.

The disclosure of these costs and expenses will be required in addition to and irrespective of their inclusion in other disclosures.

An entity is not precluded from providing additional voluntary disclosures that may provide investors with additional decision-useful information.

ASU 2024-03 will be effective for the Company for the fiscal 2027 annual reporting period and for interim periods beginning in fiscal 2028.

Since this new ASU addresses only disclosures, the Company does not expect its adoption to have any material effects on its financial condition, results of operations or cash flows.

The Company is currently evaluating the new disclosures that will be required upon adoption of ASU 2024-03.

Business Combination

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During the first quarter of fiscal 2023, $ 0.3 million was received by the Company for adjustments to Vandermeer’s working capital balances, reducing total consideration from $ 69.3 million to $ 69.0 million.

The measurement period is now closed.

The measurement period is closed.

The acquisition of Vandermeer provides the Company with direct access to customers in the states of Oregon and Washington.

2 unchanged sentences

Vandermeer contributed revenues of $ 25.5 million from the October 3, 2022 acquisition date through the end of fiscal 2022.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The acquisition was 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 following table summarizes the components of the consideration, as adjusted in the first quarter of 2023 for the working capital adjustment:

BLUELINX HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the components of the consideration, as adjusted in the first quarter of fiscal 2023 for the working capital adjustment:

(In thousands)

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Inventory 16,738

Property, plant and equipment 3,955

Property and equipment 3,955

Operating lease right-of-use assets 714

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The Company made a 338(h)(10) tax election to allow for the deductibility of goodwill recognized from the acquisition.

At acquisition, $ 6.3 million of the cash consideration paid by the Company was placed into a bank escrow account for the purpose of paying third parties for obligations that were assumed by the seller.

During the third quarter of fiscal 2023, $ 1.6 million of this escrow balance was returned to the seller under the terms of the stock purchase agreement and the escrow arrangement that provide for scheduled return of the unused balance in the escrow account.

As of December 30, 2023, the remaining balance in the escrow account is $ 4.8 million and any unused amount remaining in this escrow account will be released to the seller approximately 18 months after the acquisition date.

The estimated useful life for the customer relationships, trade names, and non-compete agreements is 12 years, 3 years, and 5 years, respectively.

The Company’s inventories as of the end of fiscal 2023 and fiscal 2022 consisted almost entirely of finished goods inventory, with an immaterial amount of work-in-process inventory.

As of the end of fiscal 2022, the Company had a lower-of-cost-or-net-realizable-value inventory 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 December 30, 2023, the Company had no inventory reserve.

Revenue Recognition

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No single customer of the Company generated 10% or more of the Company’s total net sales during fiscal years 2024, 2023 or 2022.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fiscal Year Ended

December 30, 2023 December 31, 2022 January 1, 2022

December 28, 2024 December 30, 2023 December 31, 2022

(In thousands)

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Reload sales are similar to warehouse sales but are shipped from non-warehouse locations, most of which are operated by third parties, where the Company stores owned products to enhance operating efficiencies.

The reload channel is employed primarily to service strategic customers that are less economical to service from Company warehouses, and to distribute large volumes of imported products from port facilities.

Direct sales are shipped from the manufacturer to the customer and therefore the Company does not take taking physical possession of the inventory and, as a result, typically generate lower margins than the warehouse and reload distribution channels.

The reload channel is employed primarily to service strategic customers that are less economical to service from Company warehouses,

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and to distribute large volumes of imported products from port facilities.

Direct sales are shipped from the manufacturer to the customer and therefore the Company does not take physical possession of the inventory and, as a result, typically generate lower margins than the warehouse and reload distribution channels.

The direct distribution channel requires the lowest amount of committed capital and fixed costs.

Fiscal Year Ended

December 30, 2023 December 31, 2022 January 1, 2022

December 28, 2024 December 30, 2023 December 31, 2022

(In thousands)

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$ 47.8 million from the 2018 acquisition of Cedar Creek and $ 7.6 million from the 2022 acquisition of Vandermeer.

Goodwill is not subject to amortization but must be tested for impairment at least annually at the reporting unit level.

Since the Company operates within a single reporting unit, goodwill is evaluated at the enterprise level.

The Company evaluates goodwill for impairment as of the first day of its fiscal fourth quarter, which was October 1, 2023 for fiscal 2023.

The annual assessment for fiscal 2023 utilized a quantitative approach and was performed by the Company with the assistance of a independent third-party expert.

Based on this assessment, the Company concluded that its goodwill was not impaired and therefore no impairment charge was needed.

The Company completed its annual assessment of goodwill in the fourth quarter of fiscal 2022 using a qualitative approach.

Based on the qualitative analysis performed in fiscal 2022, the Company noted no changes that were reasonably likely to cause the fair value of the enterprise to be less than its carrying value and therefore concluded that goodwill was not impaired.

BLUELINX HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Public business entities are not permitted to amortize goodwill but must instead assess goodwill for impairment at least annually at the reporting unit level using a quantitative method or the optional qualitative method.

Since the Company operates within a single reporting unit, goodwill is assessed at the enterprise level.

The Company assesses goodwill for impairment as of the first day of fiscal fourth quarter, which was September 29, 2024 for fiscal 2024.

The annual assessments for fiscal 2024 and fiscal 2023 utilized quantitative methods and were performed by the Company with the assistance of an independent third-party expert.

Based on the assessments, the Company concluded that its goodwill was not impaired and therefore no impairment charge was needed.

In addition, the Company must evaluate the carrying value of goodwill for impairment between annual impairment tests if an event occurs or circumstances change that would indicate that the carrying amount of goodwill may be impaired.

Such events and indicators may include significant declines in the industries in which the Company’s products are used, significant changes in capital market conditions, and significant changes in the Company’s market capitalization.

No such indicators were identified in fiscal 2023 or fiscal 2022.

The following table provides information related to the carrying amount of the Company’s goodwill:

No such indicators were identified during fiscal 2024 or fiscal 2023.

The carrying amounts of the Company’s goodwill were as follows:

Total Carrying Amount

(In thousands)

Balance as of January 1, 2022 $ 47,772

Business combination 7,600

Balance as of December 31, 2022 $ 55,372

Balance as of December 30, 2023 55,372

Balance as of December 28, 2024 55,372

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Definite-Lived Intangible Assets

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Definite-lived intangible assets are subject to impairment testing if events or circumstances occur that indicate the carrying amounts may be impaired.

No such indicators were present in fiscal 2023 and fiscal 2022.

No such indicators were noted during fiscal 2024 and fiscal 2023.

Amortization Expense

BLUELINX HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Amortization expense for the definite-lived intangible assets was $ 4.2 million, $ 3.4 million, and $ 5.3 million for the years ended December 30, 2023, December 31, 2022, and January 1, 2022, respectively.

Amortization expense for the definite-lived intangible assets was $ 3.9 million, $ 4.2 million, and $ 3.4 million for the years ended December 28, 2024, December 30, 2023, and December 31, 2022, respectively.

Estimated annual amortization expense for definite-lived intangible assets over the next five fiscal years is as follows:

Fiscal Year Ended Estimated Amortization

Fiscal Year Estimated Amortization

(In thousands)

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Segment Reporting

The Company has one reportable segment:

building products.

The segment sells building products that are grouped into two primary categories:

specialty products and structural products.

The Company’s CODM is its chief executive officer (CEO).

The Company derives substantially all of its revenues from the United States and all of the Company’s assets are located in the United States.

No single customer of the Company generated 10% or more of the Company’s total net sales during fiscal years 2024, 2023 and 2022.

The measure of segment assets is reported on the Company’s balance sheet as total consolidated assets.

The segment’s accounting policies are the same as the accounting policies for the Company, as described in Note 1, Summary of Significant Accounting Policies .

The CODM’s method under GAAP that is used to assess performance and allocate resources is based on Net income as reported on the Company’s consolidated statement of operations.

The following table presents information about Net income and significant expenses that are regularly reviewed by the Company’s CODM:

Fiscal 2024 Fiscal 2023 Fiscal 2022

(In thousands)

Net sales $ 2,952,532 $ 3,136,381 $ 4,450,214

Cost of specialty products sold 1,648,285 1,763,446 2,231,258

Cost of structural products sold 815,108 845,918 1,385,972

SG&A - delivery and logistics 154,293 152,313 160,270

SG&A - sales 68,620 67,274 76,471

SG&A - all other 142,619 136,232 129,564

Depreciation of property and equipment 34,576 27,846 24,239

Amortization of definite-lived intangible assets 3,912 4,197 3,374

Accretion of deferred gains on real estate ( 3,934 ) ( 3,934 ) ( 3,934 )

Interest expense 47,169 44,654 45,500

Interest income ( 27,805 ) ( 20,908 ) ( 3,228 )

Settlement of frozen defined benefit pension plan ( 2,481 ) 30,440 —

Other, net 1,483 7,017 5,967

Provision for income taxes 17,571 33,350 98,585

Total segment expenses 2,899,416 3,087,845 4,154,038

Segment net income 53,116 48,536 296,176

Reconciliation of profit or loss:

Adjustments and reconciling items — — —

Consolidated net income $ 53,116 $ 48,536 $ 296,176

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property and Equipment

Property, plant and equipment as of December 30, 2023 and December 31, 2022, consisted of the following:

Property and equipment as of December 28, 2024 and December 30, 2023, consisted of the following:

December 28, 2024 December 30, 2023

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Property and equipment, net $ 249,556 $ 225,987

Depreciation expense for property, plant and equipment was $ 27.8 million, $ 24.2 million, and $ 22.8 million for the years ended December 30, 2023, December 31, 2022, and January 1, 2022, respectively.

Depreciation expense for property and equipment was $ 34.6 million, $ 27.8 million, and $ 24.2 million for the years ended December 28, 2024, December 30, 2023, and December 31, 2022, respectively.

See Note 13 , Lease Commitments, for disclosure about the Company’s property and equipment that is held under finance lease obligations.

In fiscal 2023, the Company’s statutory income tax rate was 25.3 percent and it was comprised of the federal statutory income tax rate of 21.0 percent and the blended state statutory income tax rate of 4.3 percent.

For fiscal 2024, the Company’s statutory income tax rate was 25.1 percent and it was comprised of the federal statutory income tax rate of 21.0 percent and the blended state statutory income tax rate of 4.1 percent.

2 unchanged sentences

The Company’s effective income tax rate is impacted by the effects of permanent differences occurring throughout the fiscal year.

For fiscal 2023, fiscal 2022, and fiscal 2021, the Company’s effective income tax rate was 40.7 percent, 25.0 percent, and 24.8 percent, respectively.

BLUELINX HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fiscal Year Ended December 30, 2023 Fiscal Year Ended December 31, 2022 Fiscal Year Ended January 1, 2022

($ amounts in thousands)

For fiscal 2024, fiscal 2023, and fiscal 2022, the Company’s effective income tax rates were as follows:

Fiscal Year Ended December 28, 2024 Fiscal Year Ended December 30, 2023 Fiscal Year Ended December 31, 2022

(In thousands)

Income before provision for income taxes $ 70,687 $ 81,886 $ 394,761

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Provision for income taxes $ 17,571 $ 33,350 $ 98,585

Effective tax rate 40.7 % 25.0 % 24.8 %

Effective income tax rate 24.9 % 40.7 % 25.0 %

The accounting for the one-time settlement for the single-employer defined benefit pension plan increased the effective income tax rate for fiscal 2023 by 14.8 %.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s provisions for income taxes are reconciled to the federal statutory amounts as follows:

Fiscal Year Ended December 30, 2023 Fiscal Year Ended December 31, 2022 Fiscal Year Ended January 1, 2022

Fiscal Year Ended December 28, 2024 Fiscal Year Ended December 30, 2023 Fiscal Year Ended December 31, 2022

(In thousands)

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Provision for income taxes $ 17,571 $ 33,350 $ 98,585

(1) $ 4.5 million was reclassified from accumulated other comprehensive income (loss)

As of December 30, 2023, an income tax payable of $ 8.5 million is included on the Company’s consolidated balance sheet along with $ 1.1 million attributed to franchise taxes payable for a total of $ 9.6 million.

As of December 31, 2022, a current income tax receivable of $ 9.9 million is included within Other current assets on the Company’s consolidated balance sheet.

The Company’s financial statements contain certain deferred tax assets which primarily result from other temporary differences related to certain reserves, accrued liabilities, pension obligations, differences between book and tax depreciation and amortization, and state net operating losses.

The Company records a valuation allowance against deferred tax assets when it is determined, based on the weight of available evidence, that it is more likely than not that some or all of the Company’s deferred tax assets will not be realized in the future.

(1) $ 4.5 million was reclassified from accumulated other comprehensive income (loss) in fiscal 2023

The Company’s consolidated financial statements contain certain deferred income tax assets which primarily result from other temporary differences related to certain reserves, accrued liabilities, pension obligations, differences between book and tax depreciation and amortization, and state net operating losses.

The Company records a valuation allowance against deferred income tax assets when it is determined, based on the weight of available evidence, that it is more likely than not that some or all of the Company’s deferred income tax assets will not be realized in the future.

For fiscal 2024 and fiscal 2023, components of the Company’s deferred income tax assets and deferred income tax liabilities are as follows:

BLUELINX HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 28, 2024 December 30, 2023

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Benefit from net operating loss carryovers

Other 220 397

Total gross deferred income tax assets 71,545 71,230

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Deferred income tax asset, net $ 50,578 $ 53,256

Activity in the Company’s deferred tax asset valuation allowance for fiscal 2023 and 2022 was as follows:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Activity in the Company’s deferred income tax asset valuation allowance for fiscal 2024 and fiscal 2023 was as follows:

December 28, 2024 December 30, 2023

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Balance as of end of the fiscal year $ 3,505 $ 3,456

The Company has recorded income tax and related interest liabilities where it believe certain tax positions are not more likely than not to be sustained if challenged.

The Company has recorded income tax and related interest liabilities where it believes certain income tax positions are not more likely than not to be sustained if challenged.

These balances are included in Other noncurrent liabilities in the Company’s consolidated balance sheets.

The following table summarizes the activity related to our gross unrecognized tax benefits:

The following table summarizes the activity related to our gross unrecognized income tax benefits:

December 28, 2024 December 30, 2023

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Balance at beginning of the fiscal year $ 3,281 $ 1,872

Additions for tax positions of current year 1,765 —

Additions for tax positions of current fiscal year — 1,765

Reductions due to lapse of applicable statute of limitations ( 2,685 ) ( 356 )

Balance at end of the fiscal year $ 596 $ 3,281

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Included in the unrecognized tax benefits as of December 30, 2023 and December 31, 2022, were approximately $ 1.5 million and $ 1.9 million, respectively of tax benefits that, if recognized, would reduce the Company’s annual effective tax rate for fiscal 2023 and 2022.

No penalties were accrued for either 2023 or 2022.

The Company has accrued interest associated with its unrecognized tax benefits which it releases as those benefits are realized due to the lapse of applicable statute of limitations.

Interest expense associated with the Company’s unrecognized tax benefits is reported as interest expense, net in the Company’s consolidated statement of operations and comprehensive income.

Included in the unrecognized income tax benefits as of December 28, 2024 and December 30, 2023, were approximately $ 0.6 million and $ 1.5 million, respectively of income tax benefits that, if recognized, would reduce the Company’s annual effective income tax rate for fiscal 2024 and fiscal 2023.

Penalties accrued for fiscal 2024 and fiscal 2023 were not material.

The Company has accrued interest associated with its unrecognized income tax benefits which it releases as those benefits are realized due to the lapse of applicable statute of limitations.

Interest expense associated with the Company’s unrecognized income tax benefits is reported as Interest expense, net in the Company’s consolidated statement of operations and comprehensive income.

Such interest expense has not been material in any reporting period presented herein.

2 unchanged sentences

At the end of fiscal 2023, the Company’s gross state net operating loss carryovers were $ 81.0 million and tax-effected state net operating loss carryovers were $ 4.3 million, of which $ 3.5 million was subject to a valuation allowance arising from expiration dates when considered in conjunction with state limitation related to IRC Section 382.

The Company’s state net operating loss carryovers will expire in 1 to 20 years.

Certain of the Company’s state net operating loss carryovers will expire in 5 to 20 years, while others are expected to carry forward indefinitely.

Federal and State Tax Filings

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Assessing Deferred Tax Assets

Quarterly, the Company assesses the carrying value of its deferred tax assets for impairment by evaluating the weight of available evidence at the end of each fiscal quarter.

Quarterly, the Company assesses the carrying value of its deferred income tax assets for impairment by evaluating the weight of available evidence at the end of each fiscal quarter.

In the evaluation of the weight of available evidence at the end of fiscal 2024, the Company considered the recent reported income in the current year, as well as the reported income for 2023 and 2022, which resulted in a three-year cumulative income situation as positive evidence which carried substantial weight.

1 unchanged sentence

The Company 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:

The evidence considered

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

• future reversals of existing taxable temporary differences;

1 unchanged sentence

• taxable income in prior carryback years, if carryback is permitted under the tax law;

• tax planning strategies.

In addition to the positive evidence discussed above, the Company considered as positive evidence forecasted future taxable income, the future timing of the reversal of its deferred tax assets and liabilities, and the evidence from business and tax planning strategies.

At the end of fiscal 2023 and fiscal 2022, in the Company’s evaluation of the weight of available evidence, the Company concluded that its deferred tax assets were not impaired other than $ 3.5 million of the state net operating losses.

Although the Company believes its estimates are reasonable in the carrying value of its valuation allowances against our deferred tax items, the ultimate determination of the appropriate amounts of valuation allowance involves significant judgement.

BLUELINX HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Debt and Finance Leases

• income tax planning strategies.

In addition to the positive evidence discussed above, the Company considered as positive evidence forecasted future taxable income, the future timing of the reversal of its deferred income tax assets and liabilities, and the evidence from business and tax planning strategies.

At the end of fiscal 2024 and fiscal 2023, in the Company’s evaluation of the weight of available evidence, the Company concluded that its deferred income tax assets were not impaired other than $ 3.5 million of the state net operating losses.

Although the Company believes its estimates are reasonable in the carrying value of its valuation allowances against its deferred income tax items, the ultimate determination of the appropriate amounts of valuation allowance involves significant judgement.

Debt and Finance Lease Obligations

As of December 28, 2024, and December 30, 2023, outstanding debt and finance leases consisted of the following:

4 unchanged sentences

Revolving credit facility (2)

Finance lease obligations (3)

285,426 273,075

585,426 573,075

Unamortized debt issuance costs (1)(4)

3 unchanged sentences

295,061 293,743

Finance lease obligations (3)

292,543 285,426

current portions of finance leases 12,541 11,178

Total debt and finance leases, net of current portions $ 575,063 $ 567,991

(1) As of December 30, 2023 and December 31, 2022, long-term term debt was comprised of $ 300.0 million of senior secured notes issued in October 2021.

(1) As of December 28, 2024 and December 30, 2023, 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 the Company’s consolidated balance sheets at $ 295.1 million and $ 293.7 million as of December 28, 2024 and December 30, 2023, respectively.

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Available borrowing capacity under this revolving credit facility was $ 346.2 million and $ 346.5 million on December 28, 2024 and December 30, 2023, respectively.

The available borrowing capacity reflects undrawn letters of credit.

Available borrowing capacity is net of undrawn letters of credit commitments.

(3) Refer to Note 13, Lease Commitments , for interest rates associated with finance lease obligations.

(4) Interest expense, net on the Company’s consolidated statement of operations for fiscal 2023 and 2022 reflects amortization of debt issuance costs and bond discount costs of $ 1.3 million and $ 1.2 million, respectively.

(4) Interest expense, net on the Company’s consolidated statement of operations for fiscal 2024, fiscal 2023, and fiscal 2022 reflects amortization of debt issuance costs and discount costs of $ 1.3 million, $ 1.3 million, and $ 1.2 million, respectively.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Fiscal Year Ended

December 28, 2024 December 30, 2023 December 31, 2022

(in thousands)

Interest expense (1)

$ 47,169 $ 44,654 $ 45,500

interest income 27,805 20,908 3,228

Interest expense, net $ 19,364 $ 23,746 $ 42,272

(1) Includes amortization of debt issuance costs and bond discount

Senior Secured Notes

In October, 2021, the Company and certain subsidiaries completed a private offering of $ 300.0 million of 6.0 % percent senior secured notes due 2029 (the “2029 Notes”), and in connection therewith entered into an indenture (the “Indenture”) with the subsidiary guarantors and Truist Bank, as trustee and collateral agent.

In October 2021, the Company and certain subsidiaries completed a private offering of $ 300.0 million of 6.0 % percent senior secured notes due November 2029 (the “2029 Notes”), and in connection therewith entered into an indenture (the “Indenture”) with the subsidiary guarantors and Truist Bank, as trustee and collateral agent.

The 2029 Notes were issued to investors at 98.625 percent of their principal amount.

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Early redemptions made by the Company prior to November 15, 2026 would require the Company to pay a redemption premium, as defined in the Indenture.

Interest expense for the 2029 Notes totaled $ 18.0 million for fiscal 2023 and fiscal 2022.

Interest expense for the 2029 Notes totaled $ 18.0 million for fiscal 2024, fiscal 2023, and fiscal 2022.

Revolving Credit Facility

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In April 2018, the Company and certain subsidiaries entered into the Amended and Restated Credit Agreement for a revolving credit facility with Wells Fargo Bank, National Association, as administrative agent (“the Agent”), and certain other financial institutions.

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In October 2021, in conjunction with the offering of the 2029 Notes, the Company reduced the credit limit of the Revolving Credit Facility from $ 600.0 million to $ 350.0 million.

In conjunction with the reduction in the credit limit of the Revolving Credit Facility, the Company expensed approximately $ 1.6 million of unamortized debt issuance costs during the fourth quarter of fiscal 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 the consolidated statements of cash flows.

The Revolving Credit Facility provides for a senior secured asset-based revolving loan and letter of credit facility of up to $ 350.0 million, as amended.

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Prior to June 30, 2023, borrowings under the Revolving Credit Facility bore 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Borrowings under the Revolving Credit Facility are subject to availability under the borrowing base (as that term is defined in the revolving credit agreement).

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Available borrowing capacity under our Revolving Credit Facility was $ 346.2 million and $ 346.5 million on December 28, 2024 and December 30, 2023, respectively.

During fiscal 2023 and fiscal 2022, the Company incurred no interest expense for the Revolving Credit Facility since no borrowings were outstanding during either fiscal year.

During fiscal 2023 and fiscal 2022, the Company incurred $ 1.0 million and $ 1.0 million, respectively, of fees associated with the Revolving Credit Facility, primarily unused line fees.

During fiscal 2024, fiscal 2023, and fiscal 2022, the Company incurred no interest expense for the Revolving Credit Facility since no borrowings were outstanding during those fiscal years.

During fiscal 2024, fiscal 2023, and fiscal 2022, the Company incurred $ 1.0 million, $ 1.0 million, and $ 1.0 million respectively, of fees associated with the Revolving Credit Facility, primarily unused line fees.

These expenses are included in Interest expense, net on the Company‘s consolidated statement of operations.

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The Company was in compliance with all covenants as of December 28, 2024.

These covenants also limit the Company’s ability to, among other things:

incur additional debt;

grant liens on assets;

make investments;

repurchase stock;

pay dividends and make distributions;

sell or acquire assets, including certain real estate assets, outside the ordinary course of business;

engage in transactions with affiliates;

and make fundamental business changes.

Former Term Loan Facility

On April 2, 2021, the Company repaid the remaining outstanding principal balance of its former term loan facility, the Credit and Guaranty Agreement, as amended .

In connection with this repayment, the Company expensed $ 5.8 million of unamortized

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

debt issuance costs associated with the former 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.

These covenants also limit the Company’s ability to, among other things incur additional debt, grant liens on assets, make investments, repurchase stock, pay dividends and make distributions, sell or acquire assets, including certain real estate assets, outside the ordinary course of business, engage in transactions with affiliates, and make fundamental business changes.

Finance Lease Obligations

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.

The Company’s 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 13, Lease Commitments .

Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of December 31, 2022, the underfunded position was $ 1.5 million.

As of December 30, 2023, this amount was zero due to the settlement.

See Note 10, Employee Retirement Plans .

The Company has no other assets or liabilities for which the carrying value is remeasured to fair value at the end of each reporting period.

As of December 28, 2024 and December 30, 2023, the Company has no assets or liabilities for which the carrying value is remeasured to fair value at the end of each reporting period.

The Company has not elected the fair value reporting option for any of its financial instruments.

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The fair value of cash, cash equivalents, accounts receivable, accounts payable and accrued liabilities, to the extent the underlying liability will be settled in cash, approximates the carrying values because of the short-term nature of these instruments.

The estimated fair value of the Company’s 2029 Notes was determined based on Level 2 input using observable market prices in less active markets and is presented below:

The estimated fair value of the Company’s 2029 Notes was determined based on Level 2 input using observable market prices in less active markets, as presented below:

December 28, 2024 December 30, 2023

Carrying Value Fair Value Carrying Value Fair Value

Carrying Value (1)

Fair Value Carrying Value (1)

(In thousands)

2029 Notes $ 295,061 $ 293,597 $ 293,743 $ 273,182

The fair values of the 2029 Notes as of December 30, 2023 and December 31, 2022 were significantly influenced by the 6.0 % annual interest rate borne by the 2029 Notes, which was below market interest rates as of both dates.

The carrying amount of the Company’s Revolving Credit Facility, which had no borrowings outstanding during fiscal 2023 or fiscal 2022, approximates its fair value as the interest rate is variable and reflective of market interest rates.

(1) The $ 300 million obligation for the 2029 Notes is presented on the Company’s consolidated balance sheets net of unamortized debt issuance costs and discount.

See Note 8, Debt and Finance Lease Obligations .

There were no borrowings outstanding under the Company’s Revolving Credit Facility during fiscal 2024 or fiscal 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

However, the fair value of any outstanding borrowing under the Revolving Credit Facility would approximate the carrying value of the outstanding borrowings since the interest rate is variable and reflective of market interest rates.

Employee Retirement Plans

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As one of many participating employers in these MEPPs, the Company is generally responsible with the other participating employers for any plan underfunding.

The Company’s contributions to a particular MEPP are established by the applicable CBAs;

however, 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.

The Company’s contributions to a particular MEPP are established by the applicable CBAs, however 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 the Company’s contribution rate to the applicable CBA, a reallocation of the contributions already being made by participating employers for

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

various benefits to individuals participating in the MEPP, and/or a reduction in the benefits to be paid to future and/or current retirees.

These measures may include, but are not limited to, an increase in the Company’s 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.

The Company could also be obligated to make future payments to MEPPs if it either ceases to have an obligation to contribute to the MEPP or significantly reduces its contributions to the MEPP because the Company reduced its 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 the Company’s proportionate share of the plan’s unfunded vested benefits.

The following table lists the Company’s participation in its multiemployer plans which the Company deems significant.

“Contributions” represent the amounts contributed to the plan during the fiscal years presented:

Only one of the MEPP plans is currently deemed to be significant to the Company, and the following table provides the required disclosures for this plan.

“Contributions” represent the amounts contributed by the Company during the fiscal years presented:

Contributions (In millions)

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Surcharge 2024 2023 2022

Central States, Southeast and Southwest Areas Pension Fund 366044243 Critical and Declining

(January 1, 2020) RP No $ 0.3 $ 0.4 $ 0.3

Central States, Southeast and Southwest Areas Pension Fund (“Central States Plan”) 366044243 Critical

(December 31, 2024) RP No $ 0.4 $ 0.3 $ 0.4

Total $ 0.4 $ 0.3 $ 0.4

(1) Funding Improvement Plan or Rehabilitation Plan, as defined by the Pension Protection Act of 2006

The Company’s contributions to this plan are approximately 0.1 % 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.

The Company’s contributions to the Central States Plan are approximately 0.1 % 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, as defined.

The current CBA that requires contributions to the plan expires on December 31, 2025.

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In the case of a mass withdrawal, the liability would not amortize fully under current government regulations, and payments would continue indefinitely.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Defined Contribution Plans

The Company’s 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.

Eligible Company employees can participate in one of two defined contribution plans:

the BlueLinx Corporation Hourly Savings Plan covering hourly employees or 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 2023 and 2022 were approximately $ 0.9 million and $ 0.8 million, respectively.

Employer contributions to the hourly savings plan for fiscal year 2024 were approximately $ 1.1 million, of which less than $ 0.1 million was for fiscal 2023.

Employer contributions for fiscal 2023 were approximately $ 0.9 million and were approximately$ 0.8 million for fiscal 2022.

Employer contributions to the salaried savings plan for fiscal 2024 were approximately $ 2.5 million, of which $ 0.1 million was for fiscal 2023.

Employer contributions to the salaried savings plan for fiscal 2022 were approximately $ 4.0 million, of which $ 2.1 million were for fiscal 2021.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Employer contributions to the salaried savings plan for fiscal 2023 were approximately $ 2.5 million.

Employer contributions to the salaried savings plan for fiscal 2022 were approximately $ 4.0 million, of which $ 2.1 million was for fiscal 2021.

Single-Employer Defined Benefit Pension Plan

As previously disclosed, in October 2022, the Company, as sponsor, notified participants in its noncontributory defined benefit pension plan (the “DB Plan”) that the Company intended to transfer financial responsibility for the management and delivery of continuing benefits associated with the DB Plan to a highly rated insurance company with pension settlement experience.

Most of the participants in the DB Plan are inactive, with all remaining active participants no longer accruing benefits, and the DB Plan is closed to new entrants.

The DB Plan’s accumulated benefit obligation and its projected benefit obligation are the same amount (a “frozen” plan), and the Company has not incurred service cost under the plan since fiscal year 2019.

Most of the participants in the DB Plan were inactive, with all remaining active participants no longer accruing benefits, and the DB Plan had been previously closed to new entrants.

The DB Plan’s accumulated benefit obligation and its projected benefit obligation were the same amount (a “frozen” plan), and the Company has not incurred service cost under the plan since fiscal year 2019.

Benefits under the plan were primarily related to years of service.

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Other than the aforementioned $ 6.9 million, the Company was not required to and did not make any contributions in fiscal 2023 or fiscal 2022 to the DB Plan.

During fiscal 2024, the Company received a net refund of $ 2.5 million related to an adjustment to the settlement cost.

Substantially all of the plan assets were used to purchase the buyout contract from the insurance company on December 5, 2023.

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The repurchase amount is included in pension contributions within the operating activities section of the Company’s consolidated statements of cash flows for the fiscal year ended December 30, 2022.

Actuarial assumptions for the plan during fiscal 2023 and as of December 31, 2022 included considerations for settlement of the DB Plan.

The following tables set forth the change in projected benefit obligation and the change in plan assets for the DB Plan:

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Prior to settlement, actuarial assumptions for the plan during fiscal 2023 included considerations for settlement of the DB Plan.

The following tables set forth the change in projected benefit obligation and the change in plan assets for the DB Plan:

December 28, 2024 December 30, 2023

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Projected benefit obligation at end of period (1)

$ 2,181 $ 82,752

Change in plan assets:

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Fair value of assets at end of period (1)

Net (unfunded) status of plan (1)

$ — $ ( 1,521 )

Net funded status of plan (1)

(1) As disclosed above, the DB Plan was settled during fourth quarter of fiscal 2023.

The remaining residual balances in projected benefit obligations and fair value of assets as of December 30, 2023 of $ 2.2 million and $ 2.2 million, respectively, will be used to fund 1) $ 0.5 million for January 2024 benefit payments (annuity will then begin making all subsequent benefit payments), 2) $ 0.6 million for vested benefits and related assets that will be submitted to the Pension Benefit Guaranty Corporation (PBGC) for plan participants who cannot be located, and 3) $ 1.0 million to cover final estimated administrative expenses of the DB Plan.

The Company expects the residual obligations and assets to be resolved in fiscal 2024 without material impact to the Company’s financial conditions, results of operations or cash flows .

The change in the funded status for fiscal year 2023, from underfunded by $ 1.5 million at the end of fiscal 2022 to zero at the end of fiscal 2023, was due to the settlement of December 5, 2023 described above.

The accumulated benefit obligation and the projected benefit obligation for the DB Pension Plan was $ 82.8 million as of December 31, 2022.

The Company recognized the unfunded status (i.e., the difference between the fair value of plan assets and the projected benefit obligations) of the DB Pension Plan in its consolidated balance sheets, with a corresponding adjustment to accumulated other comprehensive income (loss), net of tax.

As of December 31, 2022, the net unfunded status of the DB Plan was $ 1.5 million.

In anticipation of the plan settlement, the Company reported the net unfunded status of the DB Plan as of December 31, 2022 within Other current liabilities in its consolidated balance sheet.

The Company elected to utilize a full yield curve approach in the estimation service and interest cost components for pension (income)/expense recognized by applying the specific spot rates along the yield curve used in determination of the benefit obligation to the relevant projected cash flows.

Prior to settlement, actuarial gains and losses occurred when actual experience differed from the estimates used to determine the components of net periodic pension cost, including the difference between the actual and expected return plan assets and when certain assumptions used to determine the projected benefit obligation were updated for plan re-measurement, including but not limited to, changes in the discount rate, plan amendments, mortality and other assumptions.

Prior to settlement, the Company amortized a portion of unrecognized actuarial gains and losses for the DB Pension Plan into its consolidated statements of operations and comprehensive income (loss).

The amount recognized in the current year’s operations was based on amortizing the unrecognized gains or losses for the DB 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.

The amount that represented the unrecognized gain or loss that exceeded the corridor was 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 2023 and fiscal 2022 was a $ 32.7 million pre-tax loss and a $ 2.4 million pre-tax gain, respectively.

The amount for fiscal 2023 includes a $ 30.4 million settlement loss.

The remainder of

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

the amount for fiscal 2023 and the amount for fiscal 2022 were 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 funded status recorded as pension benefit obligation on the Company’s consolidated balance sheets for the plan is set forth in the following table, along with the unrecognized actuarial loss, which was presented as part of accumulated other comprehensive loss:

December 30, 2023 December 31, 2022

(In thousands)

Unfunded status $ — $ ( 1,521 )

Unrecognized actuarial loss — 27,438

Net amount recognized $ — $ 25,917

Amounts recognized on the balance sheet consist of:

Accrued pension liability $ — $ ( 1,521 )

Accumulated other comprehensive loss (pre-tax) — 27,438

Net amount recognized $ — $ 25,917

The remaining residual balances in projected benefit obligations and fair value of assets as of December 30, 2023 were used to fund final expenses and wrap-up activities of the separate trust entity trust, which was closed and terminated during December 2024.

The net adjustment to other comprehensive income (loss) for fiscal 2023 was a $ 32.7 million pre-tax loss.

The amount for fiscal 2023 included a $ 30.4 million settlement loss.

The remainder of the amount for fiscal 2023 was 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 net periodic pension cost (benefit) for the plan included the following:

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Before settlement (1)

Settlement (gain) loss (2)

( 2,481 ) 30,440

Settlement loss (2)

Net periodic pension cost (benefit) for the pension plan $ 32,817 $ ( 1,447 )

Net periodic pension (benefit) cost for the pension plan $ ( 2,481 ) $ 32,817

(1) On the Company’s consolidated statements of operations, reported within Other expenses (income), net

(2) The DB Pension Plan was frozen and no service cost has been incurred for the plan since fiscal 2019.

This one-time non-cash settlement loss is reported as a non-operating expense on the Company’s consolidated statement of operations.

T he following assumptions were used to determine the projected benefit obligation at the measurement date and the net periodic pension cost (credit):

December 30, 2023 December 31, 2022

The settlement loss in fiscal 2023 and adjustment in fiscal 2024 are reported as a non-operating expense on the Company’s consolidated statement of operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following assumptions were used to determine the projected benefit obligation at the measurement date and the net periodic pension cost (credit):

December 30, 2023

Projected benefit obligation:

Discount rate N/A 5.34 %

Average rate of increase in future compensation levels N/A N/A

Discount rate — %

Average rate of increase in future compensation levels N/A

Net periodic pension cost or benefit:

Discount rate 5.34 %

Average rate of increase in future compensation levels N/A N/A

Average rate of increase in future compensation levels N/A

Expected long-term rate of return on plan assets 4.00 %

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The annuity purchase price was used to measure the projected benefit obligation on settlement date.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Prior to settlement, estimates of the amount and timing of the Company’s future funding obligations for the DB Plan were based upon various assumptions specified above.

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Mortality rates.

For fiscal years 2023 and 2022, in conjunction with the decision to settle the DB Plan, the valuations and assumptions reflected adoption of the Society of Actuaries RP-2018 mortality tables with generational mortality improvement and adjustments to reflect the characteristics of the plan in conjunction actuarial assumptions customary in the insurance industry.

For fiscal year 2021, the valuations and assumptions reflected 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 used the most current generational mortality improvement projection scales.

For fiscal year 2023 and 2022, in conjunction with the decision to settle the DB Plan, the valuations and assumptions reflected adoption of the Society of Actuaries RP-2018 mortality tables with generational mortality improvement and adjustments to reflect the characteristics of the plan in conjunction with actuarial assumptions customary in the insurance industry.

Plan Assets and Long-Term Rate of Return

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Targeted allocation was driven by 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 2023 and fiscal 2022, expected rates of return on plan assets of 4.00 % and 5.20 %, respectively, were used.

For fiscal 2023, an expected rate of return on plan assets of 4.00 % was used.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Prior to settlement, the investment policy for the DB Pension Plan, in general, was 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.

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A designated fiduciary was utilized to manage the day-to-day investment responsibilities for plan assets and relationships with certain agents, advisors, and other fiduciaries.

As of December 30, 2023, the residual balance for plan assets had a fair value of $ 2.2 million and was primarily invested in cash.

The fair value was determined based on inputs that are deemed to be Level 1 inputs on the fair value hierarchy.

The Company based 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 the expected return on plan assets.

The expected return on plan assets was based on a targeted allocation consisting of return-seeking securities (including public equity, real

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

assets, and diversified credit investment strategies), liability-matching securities (fixed income), and cash and cash equivalents.

Net periodic pension cost increases as the expected return on plan assets decreases.

Actual long-term asset allocations on average approximated targeted allocation.

For fiscal 2022, a 5.20 % expected rate of return on plan assets was used.

The investment policy for the pension plan, in general, was 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 established risk mitigation policies and regularly monitored investment performance and investment allocation policies, with a third-party investment advisor executing on these strategies.

A designated fiduciary was used to manage the day-to-day investment responsibilities for plan assets and relationships with certain agents, advisors, and other fiduciaries.

Target allocation, adjusted to exclude non-GAAP BlueLinx real-estate holdings, and actual investment allocation, by asset category as of December 31, 2022, consisted of the following:

Type Target Allocation Actual Allocation, December 31, 2022

Global equity 4.0 % 2.8 %

Diversified credit 3.0 % 2.8 %

Real assets 3.0 % 2.7 %

Liability-hedging 87.0 % 73.0 %

Cash and cash equivalents 3.0 % 18.8 %

Total 100 % 100 %

The following table sets forth by level, within the fair value hierarchy, as defined in Note 1, Summary of Significant Accounting Policies , the plan’s assets at their fair values as of December 31, 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)

(In thousands)

Return-seeking securities

Investments in trusts and funds (1)

$ — $ — $ — $ 6,683 $ 6,683

Liabilities-matching securities:

Investments in trusts and funds (2)

— — — 59,295 59,295

Cash and cash equivalents 15,253 — — — 15,253

$ 15,253 $ — $ — $ 65,978 $ 81,231

(1) This category was 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 consisted 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 were not 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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

• Achieving a target investment return

There were no significant concentrations of risk within the plan’s assets as of December 31, 2022.

The DB Plan was in compliance with the rules and regulations promulgated under the Employee Retirement Income Security Act of 1974 (“ERISA”) and investments and investment strategies not allowed by ERISA were prohibited.

Share-Based Compensation

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adding the number of shares associated with those grants that have been either subsequently forfeited or cancelled;

and adding the number of shares that were repurchased by the Company at vesting to satisfy employee payroll withholding taxes for grants that were issued against the 750,000 share authorization.

and adding the number of shares that were repurchased by the Company at vesting to satisfy employee payroll withholding taxes for grants, other than any grants of SARs or stock options, that were issued against the 750,000 share authorization.

Additionally, shares available for issuance under the 2021 Plan include certain shares associated with grants made under the Company’s prior equity compensation plans, as follows:

forfeitures and cancellations of grants that occur after May 20, 2021, and shares repurchased by the Company to satisfy employee payroll withholding taxes for grants that vest after May 20, 2021.

forfeitures and cancellations of grants that occur after May 20, 2021, and shares repurchased by the Company to satisfy employee payroll withholding taxes for grants, other than any grants of SARS or stock options, that vest after May 20, 2021.

As of December 28, 2024, there were 508,060 shares of common stock available for issuance pursuant to future equity-based compensation awards under the 2021 Plan.

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Service-Based Restricted Stock Units

Service-based RSUs were issued to eligible employees and members of the Company’s board of directors during fiscal 2023, 2022 and 2021.

Service-based RSUs are issued to eligible employees and members of the Company’s board of directors.

Service-based RSUs issued to members of the Company’s board of directors typically vest over a one-year service vesting period, although a pro-rated portion of the award may vest and settle prior to the one-year period with the remainder forfeited if the director is not standing for re-election or upon retirement from the Company’s board of directors.

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BLUELINX HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes activity for service-based RSUs for fiscal year 2023:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes activity for service-based RSUs for fiscal years 2024 and 2023:

Awards Weighted Average Grant-Date Fair

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Outstanding as of December 30, 2023 202,306 82.25

Granted 153,429 103.69

Vested ( 105,216 ) 79.45

Forfeited ( 40,236 ) 94.21

Outstanding as of December 28, 2024 210,283 97.08

The total fair value of service-based RSUs that vested in fiscal 2024, fiscal 2023, and fiscal 2022 was $ 11.0 million, $ 14.3 million and $ 26.8 million, respectively.

Performance-Based Restricted Stock Units

Performance-based RSUs were issued to eligible employees during fiscal 2023 and 2022.

Performance-based RSUs typically vest over a three-year period based on the achievement of performance goals based on three-year cumulative adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) of the Company and three-year average return on working capital (“ROWC”) for the Company.

The grant recipient must also complete a three-year service vesting period.

As of December 30, 2023, the three-year vesting period and metrics have not been achieved for the performance-based RSUs granted in fiscal 2023 and 2022.

The following table summarizes activity for performance-based RSUs for fiscal year 2023:

Performance-based RSUs are issued to eligible employees and typically vest over a three-year period based on the achievement of performance goals based on three-year cumulative adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) of the Company and three-year average return on working capital (“ROWC”) for the Company.

The grant recipient must also typically complete a three-year service vesting period.

As of December 28, 2024, the three-year vesting period and metrics have not been achieved for the performance-based RSUs granted in fiscal 2024, 2023 or 2022.

Expense for the fiscal year ended December 28, 2024 includes a credit of $ 4.3 million related to cumulative adjustments for certain unvested restricted stock unit grants that were granted in June 2022 and at various times in 2023 that are subject to vesting based, in part, on performance criteria that are not expected, as of December 28, 2024, to be fully achieved before the end of the applicable vesting periods that end on either June 28, 2025 or July 4, 2026.

The following table summarizes activity for performance-based RSUs for fiscal years 2024 and 2023.

The number outstanding as of December 31, 2022, December 30, 2023, and December 28, 2024 include all then-outstanding performance-based RSUs, including those for which the performance criteria were not expected to be achieved at or before the applicable vesting periods.

Awards Weighted Average Grant-Date Fair

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Outstanding as of December 30, 2023 115,398 82.40

Granted 44,828 98.07

Forfeited ( 24,779 ) 88.84

Outstanding as of December 28, 2024 135,447 86.29

Compensation Expense

During fiscal year 2023, 2022 and 2021, the Company recognized share-based compensation expense of $ 12.1 million, $ 9.6 million, and $ 6.6 million, respectively.

The Company recognized related income tax benefits in fiscal year 2023, 2022 and 2021 of $ 2.6 million, $ 3.8 million, and $ 1.7 million, respectively.

As of December 30, 2023, there was approximately $ 11.7 million and $ 6.2 million of total unrecognized compensation expense related to service-based RSUs and performance-based RSUs, respectively.

The unrecognized compensation expense is expected to be recognized over a weighted average term of 2.2 years and 2.2 years for service-based RSUs and performance-based RSUs, respectively.

During fiscal years 2024, 2023 and 2022, the Company recognized share-based compensation expense of $ 7.7 million, $ 12.1 million, and $ 9.6 million, respectively.

The Company recognized related income tax benefits in fiscal years 2024, 2023 and 2022 of $ 2.8 million, $ 2.6 million, and $ 3.8 million, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 28, 2024, there was approximately $ 16.9 million of unrecognized compensation expense related to service-based RSUs and performance-based RSUs.

The unrecognized compensation expense is expected to be recognized over a weighted average term of approximately 2.0 years.

Stockholders' Equity, Earnings Per Share and Share Repurchases

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2021 Long-Term Incentive Plan does not permit the payment of dividends or dividend equivalents on unvested grants that include underlying shares of the Company’s common stock.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company has authorized 30 million shares of preferred stock with a par value of $ 0.01 per share.

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Diluted earnings per share are calculated using the treasury stock method whereby net income for the period is divided by the weighted average number of common shares outstanding for the period plus the dilutive effect, if any, of shares of stock associated with unvested share-based grants.

However, for performance-based share-based grants, the dilutive effect is included only for grants where the performance goals have been actually achieved.

The reconciliation of basic net income and diluted earnings per common share for fiscal 2023, fiscal 2022, and fiscal 2021 were as follows:

However, for performance-based share-based grants, the dilutive effect is included only for grants where the performance goals have been achieved.

The reconciliations of basic net income and diluted earnings per common share for fiscal 2024, fiscal 2023, and fiscal 2022 were as follows:

Fiscal Year Ended

December 30, 2023 December 31, 2022 January 1, 2022

December 28, 2024 December 30, 2023 December 31, 2022

(amounts in thousands, except per share amounts)

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Diluted earnings per share $ 6.19 $ 5.39 $ 31.51

Approximately 190,000 , 100,000 , and 128,000 weighted-average share-based awards were excluded from the computation of earnings per share assuming dilution for fiscal years 2023, 2022, and 2021, respectively, as the awards would have been anti-dilutive for the periods presented.

For fiscal years 2024, 2023, and 2022, weighted-average unvested time-based restricted stock units totaling 376 , 107,498 , and 69,070 , respectively, and weighted-average unvested performance-based restricted stock units totaling 118,938 , 82,042 , and 30,860 , respectively, were outstanding but not included in the computation of diluted earnings per share for the respective periods.

The unvested time-based restricted stock units were excluded because they were antidilutive based on their unearned compensation amounts and on the Company’s average stock price during the periods.

The unvested performance-based

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

restricted stock units were excluded because their performance metrics had not been achieved as of the end of the respective reporting period.

Share Repurchases

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2023 Authorization

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

Under the new share repurchase program, the Company may repurchase its common stock from time to time, without prior notice, subject to prevailing market conditions and other considerations.

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

Under this share repurchase program, the Company may repurchase its common stock from time to time, without prior notice, subject to prevailing market conditions and other considerations.

Repurchases may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, accelerated share repurchase programs, tender offers or pursuant to a trading plan that may be adopted in accordance with the Securities and Exchange Commission Rule 10b5-1.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the fourth quarter of fiscal 2023, the Company repurchased 101,516 shares of its common stock at an average price of $ 84.43 .

During the fourth quarter of fiscal 2023, the Company repurchased 101,516 shares of its common stock at an average price of $ 84.45 , including broker commissions but excluding excise taxes.

During fiscal 2024, the Company repurchased 428,630 shares of its common stock at an average price of $ 104.90 , including broker commissions but excluding excise taxes.

As of December 28, 2024, a total of 530,146 shares of the Company’s commons stock have been repurchased under the 2023 authorization at an average price of $ 100.99 , including broker commissions but excluding excise taxes.

As of December 28, 2024, there remains $ 46.5 million repurchase capacity under this authorization.

Common stock repurchases of $ 42.5 million for fiscal year 2023, as indicated on the Company’s consolidated statement of stockholders’ equity, includes $ 0.3 million of excise taxes that are included in the cost of the repurchased common stock but have not been remitted per applicable law as of December 30, 2023 and therefore are not included within the $ 42.1 million of cash used for common stock repurchases indicated on the Company’s consolidated statement of cash flows for fiscal year 2023.

Common stock repurchases of $ 45.3 million and $ 42.5 million for fiscal years 2024 and 2023, respectively, as indicated on the Company’s consolidated statement of stockholders’ equity include accrued excise taxes of $ 0.4 million and $ 0.3 million, respectively, that are deemed to be a cost of the share repurchases.

Excise taxes levied against a current year’s share repurchases are typically paid in the following year per applicable law.

On the Company’s consolidated statements of cash flow, these excise taxes are reflected in the fiscal period of payment.

Lease Commitments

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The lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company determines if an arrangement is a lease at inception and assess lease classification as either operating or finance at lease inception or modification.

The Company determines if an arrangement is a lease at inception and assesses lease classification as either operating or finance at lease inception or modification.

Operating lease right-of use (“ROU”) assets and liabilities are presented separately on the consolidated balance sheets.

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When a lease does not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments.

The Company has also made the accounting policy election to not separate lease components from non-lease components related to its mobile fleet asset class.

The Company’s finance lease liabilities consist of leases related to equipment and vehicles, and real estate.

The Company has also made an accounting policy election to not separate lease components from non-lease components related to its mobile fleet asset class.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s finance lease liabilities consist of leases related to real estate, equipment and vehicles.

A majority of the Company’s finance leases relate to real estate.

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The Company recorded these transactions as finance lease liabilities on its consolidated balance sheet.

Gains on these sale-leaseback transactions were deferred and are being recognized into the Company’s earnings.

As of December 30, 2023 and December 31, 2022, the remaining unrecognized deferred gains related to these transactions were $ 70.5 million and $ 74.3 million, respectively, and these deferred gains are being recognized in earning on a straight-line basis.

Gains on these sale-leaseback transactions were deferred and are being recognized in earnings.

As of December 28, 2024 and December 30, 2023, the remaining unrecognized deferred gains related to these transactions were $ 67.2 million and $ 70.5 million, respectively, and these deferred gains are being recognized in earnings on a straight-line basis.

During fiscal 2024, 2023 and 2022, the Company recognized $ 3.9 million, $ 3.9 million, $ 3.9 million, respectively, of these deferred gains.

The following table presents the assets and liabilities related to the Company’s finance and operating leases as of December 30,

BLUELINX HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2023 and December 31, 2022:

The following table presents the assets and liabilities related to the Company’s finance and operating leases as of December 28, 2024 and December 30, 2023:

Lease assets and liabilities December 28, 2024 December 30, 2023

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The components of lease expense were as follows:

Components of lease expense Fiscal Year Ended December 30, 2023 Fiscal Year Ended December 31, 2022 Fiscal Year Ended January 1, 2022

Components of lease expense Fiscal Year Ended December 28, 2024 Fiscal Year Ended December 30, 2023 Fiscal Year Ended December 31, 2022

(In thousands)

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BLUELINX HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash flow information related to leases was as follows:

Cash flow information Fiscal Year Ended December 30, 2023 Fiscal Year Ended December 31, 2022 Fiscal Year Ended January 1, 2022

Cash flow information Fiscal Year Ended December 28, 2024 Fiscal Year Ended December 30, 2023 Fiscal Year Ended December 31, 2022

(In thousands)

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

Non-cash information Fiscal Year Ended December 30, 2023 Fiscal Year Ended December 31, 2022 Fiscal Year Ended January 1, 2022

Non-cash information Fiscal Year Ended December 28, 2024 Fiscal Year Ended December 30, 2023 Fiscal Year Ended December 31, 2022

(In thousands)

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Real estate (1)

242,758 243,174

Total finance leases $ 292,543 $ 285,426

Under the short-term lease exception provided within ASC 842, the Company does not record a lease liability or right-of-use asset for any lease that has a lease term of 12 months or less at commencement.

Below is a summary of undiscounted finance

(1) Amounts include $ 125.1 million and $ 125.0 million as of December 28, 2024 and December 30, 2023 , respectively, for sale-leasebacks of real estate in fiscal 2019 and 2020 that did not qualify for sale treatment for accounting purposes.

BLUELINX HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

and operating lease liabilities that have initial terms in excess of one year as of December 30, 2023.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Below is a summary of undiscounted finance and operating lease liabilities that have initial terms in excess of one year as of December 28, 2024.

The table also includes a reconciliation of the future undiscounted cash flows to the present value of the finance and operating lease liabilities included in the consolidated balance sheets, including options to extend lease terms that are reasonably certain of being exercised.

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Regulatory Matters

Government and regulatory agencies may have the ability to conduct periodic examinations of, and administrative proceedings regarding, the Company’s business operations.

The United States Customs and Border Protection (“U.S.

Customs”) has gathered initial information from the Company under routine audit procedures, and the initial information gathered suggests that the Company potentially may have underpaid and/or overpaid duties arising from certain classification discrepancies for products imported into the United States as separately entered shipments.

The Company is currently evaluating this matter and is working with the U.S.

The Company believes some loss related to underpaid duties is probable, but at this time the Company is not in a position to estimate amounts that it may be required to pay.

The Company intends to exercise reasonable care to address the matter in an equitable manner.

Government and regulatory agencies may have the ability to conduct routine audits and periodic examinations of, and administrative proceedings regarding, the Company’s business operations.

As previously disclosed, U.S.

Customs gathered initial information from the Company under routine audit procedures, and the information indicated that the Company potentially underpaid duties in prior periods arising from certain classification discrepancies for products imported into the United States as separately entered shipments.

In working with U.S.

Customs, the Company has exercised reasonable care to address this matter in an equitable and expeditious manner through the filing of a prior disclosure submission with U.S.

Customs is expected to review the Company’s prior disclosure submission in the first quarter of 2025.

However, as of December 28, 2024, the Company estimates that it will be required to pay approximately $ 8.0 million, excluding any interest.

This amount is reflected in Other current liabilities on the Company’s consolidated balance sheet as of December 28, 2024.

On the Company’s consolidated statements of operations, expense of $ 8.0 million, excluding interest, was recognized during fiscal 2024 within Cost of products sold.

The Company has received notice that U.S.

Customs is confirming the origin of certain imported hardwood plywood products sold by the Company.

The Company has provided substantiating documentation to U.S.

Customs and is continuing to work with U.S.

Customs in response to the request.

At this time, the Company is unable to reasonably predict the possible outcome of this matter or provide a range of potential losses, if any, as a result of the request.

See Note 1, Summary of Significant Accounting Policies , under the heading Inventory, for disclosure concerning another matter related to import duties.

Environmental Matters

From time to time, the Company is involved in various proceedings incidental to its businesses and the Company is subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which it operates.

Although the ultimate outcome of these proceedings cannot be determined with certainty, based on presently available information, the Company believes that adequate liabilities have been accrued for probable losses with respect thereto and receivables recorded for expected receipts from settlements.

The Company further believes that, while the ultimate outcome of these matters could be material to the Company’s financial position, results of operations and cash flows in any given reporting period, they will not have a materially adverse effect on the Company’s long-term financial condition, results of operations, or cash flows.

From time to time, the Company may be involved in proceedings involving various environmental and pollution control laws and regulations in the jurisdictions in which it operates.

When the Company believes it has material financial exposure to these matters, it estimates and recognizes adequate liabilities and, if applicable, also timely records any expected recoveries from insurance coverages or subrogation in accordance with GAAP.

Such liabilities, when recorded, may or may not be discounted, as required or permitted by GAAP.

Based on presently available information, the Company has no material obligations for environmental matters as of December 28, 2024.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Collective Bargaining Agreements

As of December 28, 2024, the Company employed approximately 2,000 associates and less than one percent of these associates are employed on a part-time basis.

Approximately 28 % of these associates are represented by various local labor unions with terms and conditions of employment governed by Collective Bargaining Agreements (“CBAs”).

Six CBAs covering approximately 9 % of our associates are up for renewal in fiscal year 2024, of which one has already been renegotiated, one is currently under negotiation, and we expect to renegotiate the remainder before their renewal dates.

Approximately 20 percent of these associates are represented by various local labor unions with terms and conditions of employment governed by Collective Bargaining Agreements (“CBAs”).

Six CBAs covering approximately 6 % of our associates are up for renewal in fiscal year 2025, of which one is currently in the renegotiation process.

We expect to renegotiate the remainder before their renewal dates.

Commitments to Purchase Inventory

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BLUELINX HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accumulated Other Comprehensive Income (Loss)

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Accumulated other comprehensive income (loss) is separately presented on the consolidated balance sheet as part of total stockholders’ equity.

The changes in accumulated balances for each component of other comprehensive income (loss) for fiscal 2023, fiscal 2022, and fiscal 2021 were as follows:

The changes in accumulated balances for each component of other comprehensive income (loss) for fiscal 2023 and fiscal 2022 were as follows:

Impact of defined benefit pension plan, net of tax Other, net of tax Total

(In thousands)

Balance as of beginning of fiscal 2021, net of tax $ ( 36,855 ) $ 863 $ ( 35,992 )

Other comprehensive income, net of tax (1)

6,610 22 6,632

Balance as of end of fiscal 2021, net of tax $ ( 30,245 ) $ 885 $ ( 29,360 )

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Balance as of end of fiscal 2023 (3)

(1) For fiscal 2021, included $ 6.6 million of net other comprehensive income, net of deferred taxes of $ 2.1 million, related to the defined benefit pension plan for actuarial adjustments and amortization of unrecognized amounts from prior years.

(1) For fiscal 2022, included $ 2.4 million of net other comprehensive loss, net of deferred tax benefit of $ 0.8 million, related to the defined benefit pension plan for actuarial adjustments and amortization of unrecognized amounts from prior years.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data