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Share Name | Share Symbol | Market | Type |
---|---|---|---|
BlueLinx Holdings Inc New | NYSE:BXC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 102.45 | 0 | 12:00:00 |
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2016
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OR
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o
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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77-0627356
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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4300 Wildwood Parkway, Atlanta, Georgia
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30339
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common stock, par value $0.01 per share
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New York Stock Exchange
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
þ
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•
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providing “less-than-truckload” delivery services;
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•
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pre-negotiated program pricing plans;
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•
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inventory stocking;
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•
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automated order processing through an electronic data interchange, or “EDI”, that provides a direct link between us and our customers;
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•
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intermodal distribution services, including railcar unloading and cargo reloading onto customers’ trucks; and
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•
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backhaul services, when otherwise empty trucks are returning from customer deliveries.
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•
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make it difficult for us to satisfy our debt obligations;
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•
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make us more vulnerable to general adverse economic and industry conditions;
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•
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limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, and other general corporate requirements;
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•
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expose us to interest rate fluctuations because the interest rate on the debt under our U.S. revolving credit facility and Tranche A Loan (together, the “Credit Agreement,”) is variable;
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•
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require us to dedicate a substantial portion of our cash flows to payments on our debt, thereby reducing the availability of our cash flows for operations and other purposes;
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•
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limit our flexibility in planning for, or reacting to, changes in our business, and the industry in which we operate; and
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•
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place us at a competitive disadvantage compared to competitors that may have proportionately less debt, and therefore may be in a better position to obtain favorable credit terms.
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•
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economic and demand factors affecting the building products distribution industry;
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•
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external factors affecting availability of credit;
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•
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pricing pressures;
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•
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increased operating costs;
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•
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competitive conditions; and
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•
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other operating difficulties.
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•
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incur additional debt;
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•
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grant liens on assets;
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•
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make investments;
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•
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sell or acquire assets outside the ordinary course of business;
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•
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engage in transactions with affiliates; and
|
•
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make fundamental business changes.
|
Property Type
|
Number
|
|
Owned
Facilities
(sq. ft.)
|
|
Leased
Facilities
(sq. ft.)
|
|||
Office Space
(1)
|
2
|
|
|
—
|
|
|
165,423
|
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Warehouses and other real property
|
43
|
|
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9,365,381
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220,600
|
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TOTAL
|
45
|
|
|
9,365,381
|
|
|
386,023
|
|
(1)
|
Consists of our corporate headquarters and sales center in Atlanta, and a sales center in Denver.
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High
|
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Low
|
||||
Fiscal Year Ended December 31, 2016
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|
|
|
||||
First Quarter
|
$
|
6.50
|
|
|
$
|
3.40
|
|
Second Quarter
|
$
|
7.85
|
|
|
$
|
6.30
|
|
Third Quarter
|
$
|
9.18
|
|
|
$
|
7.10
|
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Fourth Quarter
|
$
|
8.95
|
|
|
$
|
7.34
|
|
Fiscal Year Ended January 2, 2016
|
|
|
|
|
|
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First Quarter
|
$
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11.70
|
|
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$
|
9.10
|
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Second Quarter
|
$
|
12.80
|
|
|
$
|
9.50
|
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Third Quarter
|
$
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10.20
|
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$
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5.40
|
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Fourth Quarter
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$
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8.00
|
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|
$
|
4.00
|
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|
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Fiscal Year Ended
December 31, 2016 |
||
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|
(In millions)
|
||
Facilities closure initiative:
|
|
|
||
Severance and employee benefits
|
|
$
|
1.2
|
|
Inventory initiatives:
|
|
|
||
Cost of sales
|
|
2.2
|
|
|
Selling, general, and administrative
(1)
|
|
3.6
|
|
|
Total decrease to earnings
|
|
$
|
7.0
|
|
•
|
changes in the prices, supply and/or demand for products which we distribute;
|
•
|
inventory management and commodities pricing;
|
•
|
new housing starts and inventory levels of existing homes for sale;
|
•
|
general economic and business conditions in the U.S.;
|
•
|
acceptance by our customers of our privately branded products;
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•
|
financial condition and credit worthiness of our customers;
|
•
|
supply from key vendors;
|
•
|
reliability of the technologies we utilize;
|
•
|
activities of competitors;
|
•
|
changes in significant operating expenses;
|
•
|
fuel costs;
|
•
|
risk of losses associated with accidents;
|
•
|
exposure to product liability claims;
|
•
|
changes in the availability of capital and interest rates;
|
•
|
adverse weather patterns or conditions;
|
•
|
acts of cyber intrusion;
|
•
|
variations in the performance of the financial markets, including the credit markets; and
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•
|
the risk factors discussed under Item 1A Risk Factors and elsewhere in this Annual Report on Form 10-K.
|
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Fiscal 2016
|
|
% of
Net
Sales
|
|
Fiscal 2015
|
|
% of
Net
Sales
|
||||
|
(Dollars in thousands)
|
||||||||||
Net sales
|
$
|
1,881,043
|
|
|
100.0%
|
|
$
|
1,916,585
|
|
|
100.0%
|
Gross profit
|
227,406
|
|
|
12.1%
|
|
222,472
|
|
|
11.6%
|
||
Selling, general, and administrative
|
204,312
|
|
|
10.9%
|
|
195,941
|
|
|
10.2%
|
||
Gains from sales of property
|
(28,097
|
)
|
|
(1.5)%
|
|
—
|
|
|
—%
|
||
Depreciation and amortization
|
9,342
|
|
|
0.5%
|
|
9,741
|
|
|
0.5%
|
||
Operating income
|
41,849
|
|
|
2.2%
|
|
16,790
|
|
|
0.9%
|
||
Interest expense, net
|
24,898
|
|
|
1.3%
|
|
27,342
|
|
|
1.4%
|
||
Other (income) expense, net
|
(255
|
)
|
|
—%
|
|
871
|
|
|
—%
|
||
Income (loss) before provision for income taxes
|
17,206
|
|
|
0.9%
|
|
(11,423
|
)
|
|
(0.6)%
|
||
Provision for income taxes
|
1,121
|
|
|
0.1%
|
|
153
|
|
|
—%
|
||
Net income (loss)
|
$
|
16,085
|
|
|
0.9%
|
|
$
|
(11,576
|
)
|
|
(0.6)%
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||
|
(Dollars in millions)
|
||||||
Sales by category
|
|
|
|
||||
Structural products
|
$
|
775
|
|
|
$
|
773
|
|
Specialty products
|
1,123
|
|
|
1,167
|
|
||
Other
(1)
|
(17
|
)
|
|
(23
|
)
|
||
Total sales
|
$
|
1,881
|
|
|
$
|
1,917
|
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||
|
|
(Dollars in thousands)
|
||||||
Net sales
|
|
$
|
1,881,043
|
|
|
$
|
1,916,585
|
|
Less: non-GAAP adjustments
|
|
129,184
|
|
|
272,525
|
|
||
Adjusted same-center net sales
|
|
$
|
1,751,859
|
|
|
$
|
1,644,060
|
|
Adjusted year-over-year percentage increase
|
|
6.6
|
%
|
|
|
|||
|
|
|
|
|
||||
Gross profit
|
|
$
|
227,406
|
|
|
$
|
222,472
|
|
Less: non-GAAP adjustments
|
|
7,617
|
|
|
28,359
|
|
||
Adjusted same-center gross profit
|
|
$
|
219,789
|
|
|
$
|
194,113
|
|
Adjusted same-center gross margin
|
|
12.5
|
%
|
|
11.8
|
%
|
(1)
|
The schedule presented above includes a reconciliation of net sales, gross profit and gross margin, excluding the full year effect of closed facilities and the SKU rationalization initiative, to arrive at adjusted non-GAAP metrics. The above schedule is not a presentation made in accordance with GAAP, and is not intended to present a superior measure of the financial condition from those determined under GAAP. Adjusted same-center sales, adjusted same-center gross profit and adjusted same-center gross margin, as used herein, are not necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation.
|
|
Fiscal 2015
|
|
% of
Net
Sales
|
|
Fiscal 2014
|
|
% of
Net
Sales
|
||||
|
(Dollars in thousands)
|
||||||||||
Net sales
|
$
|
1,916,585
|
|
|
100.0%
|
|
$
|
1,979,393
|
|
|
100.0%
|
Gross profit
|
222,472
|
|
|
11.6%
|
|
229,104
|
|
|
11.6%
|
||
Selling, general, and administrative
|
195,941
|
|
|
10.2%
|
|
211,346
|
|
|
10.7%
|
||
Gains from sales of property
|
—
|
|
|
—%
|
|
(5,251
|
)
|
|
(0.3)%
|
||
Depreciation and amortization
|
9,741
|
|
|
0.5%
|
|
9,473
|
|
|
0.5%
|
||
Operating income
|
16,790
|
|
|
0.9%
|
|
13,536
|
|
|
0.7%
|
||
Interest expense, net
|
27,342
|
|
|
1.4%
|
|
26,771
|
|
|
1.4%
|
||
Other expense, net
|
871
|
|
|
—%
|
|
325
|
|
|
—%
|
||
Loss before provision for income taxes
|
(11,423
|
)
|
|
(0.6)%
|
|
(13,560
|
)
|
|
(0.7)%
|
||
Provision for income taxes
|
153
|
|
|
—%
|
|
312
|
|
|
—%
|
||
Net loss
|
$
|
(11,576
|
)
|
|
(0.6)%
|
|
$
|
(13,872
|
)
|
|
(0.7)%
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||
|
(Dollars in millions)
|
||||||
Sales by category
|
|
|
|
||||
Structural products
|
$
|
773
|
|
|
$
|
831
|
|
Specialty products
|
1,167
|
|
|
1,169
|
|
||
Other
(1)
|
(23
|
)
|
|
(21
|
)
|
||
Total sales
|
$
|
1,917
|
|
|
$
|
1,979
|
|
Change in Assumption
|
|
Effect on 2017 Pension Expense
|
|
Effect on Accrued Pension Liability at December 31, 2016
|
||||
|
|
(In thousands)
|
||||||
0.25% decrease in discount rate
|
|
$
|
33
|
|
|
$
|
3,505
|
|
0.25% increase in discount rate
|
|
$
|
(36
|
)
|
|
$
|
(3,347
|
)
|
0.25% decrease in expected long-term rate of return on assets
|
|
$
|
196
|
|
|
$
|
—
|
|
0.25% increase in expected long-term rate of return on assets
|
|
$
|
(196
|
)
|
|
$
|
—
|
|
|
|
|
|
|
Page
|
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||
|
||
|
||
|
||
|
||
|
|
December 31,
2016 |
|
January 2,
2016 |
||||
|
(In thousands, except share data)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
5,540
|
|
|
$
|
4,808
|
|
Receivables, less allowances of $2,733 and $3,167, respectively
|
125,857
|
|
|
138,545
|
|
||
Inventories, net
|
191,287
|
|
|
226,660
|
|
||
Other current assets
|
23,126
|
|
|
32,011
|
|
||
Total current assets
|
345,810
|
|
|
402,024
|
|
||
Property and equipment:
|
|
|
|
|
|
||
Land and improvements
|
34,609
|
|
|
40,108
|
|
||
Buildings
|
80,131
|
|
|
89,006
|
|
||
Machinery and equipment
|
72,122
|
|
|
79,173
|
|
||
Construction in progress
|
3,104
|
|
|
255
|
|
||
Property and equipment, at cost
|
189,966
|
|
|
208,542
|
|
||
Accumulated depreciation
|
(101,644
|
)
|
|
(106,966
|
)
|
||
Property and equipment, net
|
88,322
|
|
|
101,576
|
|
||
Other non-current assets
|
10,005
|
|
|
9,542
|
|
||
Total assets
|
$
|
444,137
|
|
|
$
|
513,142
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
82,735
|
|
|
$
|
88,087
|
|
Bank overdrafts
|
21,696
|
|
|
17,287
|
|
||
Accrued compensation
|
8,349
|
|
|
4,165
|
|
||
Current maturities of long-term debt, net of discount of $201 and $37, respectively
|
29,469
|
|
|
6,611
|
|
||
Other current liabilities
|
12,092
|
|
|
14,023
|
|
||
Total current liabilities
|
154,341
|
|
|
130,173
|
|
||
Non-current liabilities:
|
|
|
|
|
|
||
Long-term debt, net of discount of $2,544 and $2,557, respectively
|
270,792
|
|
|
377,773
|
|
||
Pension benefit obligation
|
34,349
|
|
|
36,791
|
|
||
Other non-current liabilities
|
14,496
|
|
|
14,301
|
|
||
Total liabilities
|
473,978
|
|
|
559,038
|
|
||
STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
||
Common Stock, $0.01 par value, Authorized - 20,000,000 shares, Issued and Outstanding - 9,031,263 and 8,943,846, respectively
|
90
|
|
|
89
|
|
||
Additional paid-in capital
|
257,972
|
|
|
255,905
|
|
||
Accumulated other comprehensive loss
|
(36,651
|
)
|
|
(34,774
|
)
|
||
Accumulated deficit
|
(251,252
|
)
|
|
(267,116
|
)
|
||
Total stockholders’ deficit
|
(29,841
|
)
|
|
(45,896
|
)
|
||
Total liabilities and stockholders’ deficit
|
$
|
444,137
|
|
|
$
|
513,142
|
|
|
Fiscal Year
Ended December 31, 2016 |
|
Fiscal Year
Ended January 2, 2016 |
|
Fiscal Year
Ended January 3, 2015 |
||||||
|
(In thousands, except per share data)
|
||||||||||
Net sales
|
$
|
1,881,043
|
|
|
$
|
1,916,585
|
|
|
$
|
1,979,393
|
|
Cost of sales
|
1,653,637
|
|
|
1,694,113
|
|
|
1,750,289
|
|
|||
Gross profit
|
227,406
|
|
|
222,472
|
|
|
229,104
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Selling, general, and administrative
|
204,312
|
|
|
195,941
|
|
|
211,346
|
|
|||
Gains from sales of property
|
(28,097
|
)
|
|
—
|
|
|
(5,251
|
)
|
|||
Depreciation and amortization
|
9,342
|
|
|
9,741
|
|
|
9,473
|
|
|||
Total operating expenses
|
185,557
|
|
|
205,682
|
|
|
215,568
|
|
|||
Operating income
|
41,849
|
|
|
16,790
|
|
|
13,536
|
|
|||
Non-operating expenses:
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
24,898
|
|
|
27,342
|
|
|
26,771
|
|
|||
Other (income) expense, net
|
(255
|
)
|
|
871
|
|
|
325
|
|
|||
Income (loss) before provision for income taxes
|
17,206
|
|
|
(11,423
|
)
|
|
(13,560
|
)
|
|||
Provision for income taxes
|
1,121
|
|
|
153
|
|
|
312
|
|
|||
Net income (loss)
|
$
|
16,085
|
|
|
$
|
(11,576
|
)
|
|
$
|
(13,872
|
)
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share
|
$
|
1.80
|
|
|
$
|
(1.32
|
)
|
|
$
|
(1.61
|
)
|
Diluted earnings (loss) per share
|
$
|
1.77
|
|
|
$
|
(1.32
|
)
|
|
$
|
(1.61
|
)
|
|
|
|
|
|
|
||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|||
Net income (loss)
|
$
|
16,085
|
|
|
$
|
(11,576
|
)
|
|
$
|
(13,872
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation, net of tax
|
264
|
|
|
(759
|
)
|
|
(481
|
)
|
|||
Amortization of unrecognized pension gain (loss), net of tax
|
(2,141
|
)
|
|
410
|
|
|
(17,651
|
)
|
|||
Total other comprehensive loss
|
(1,877
|
)
|
|
(349
|
)
|
|
(18,132
|
)
|
|||
Comprehensive income (loss)
|
$
|
14,208
|
|
|
$
|
(11,925
|
)
|
|
$
|
(32,004
|
)
|
|
Fiscal Year
Ended December 31, 2016 |
|
Fiscal Year
Ended January 2, 2016 |
|
Fiscal Year
Ended January 3, 2015 |
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
16,085
|
|
|
$
|
(11,576
|
)
|
|
$
|
(13,872
|
)
|
Adjustments to reconcile net income (loss) to cash provided by (used in) operations:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
9,342
|
|
|
9,741
|
|
|
9,473
|
|
|||
Amortization of debt issuance costs
|
2,688
|
|
|
2,990
|
|
|
3,156
|
|
|||
Gains from sales of property
|
(28,097
|
)
|
|
—
|
|
|
(5,251
|
)
|
|||
Severance charges
|
1,441
|
|
|
1,432
|
|
|
2,067
|
|
|||
Pension expense
|
799
|
|
|
730
|
|
|
901
|
|
|||
Share-based compensation
|
2,339
|
|
|
1,827
|
|
|
3,840
|
|
|||
Other
|
100
|
|
|
(1,968
|
)
|
|
(148
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
12,687
|
|
|
5,992
|
|
|
5,760
|
|
|||
Inventories
|
35,374
|
|
|
15,886
|
|
|
(18,966
|
)
|
|||
Accounts payable
|
(5,352
|
)
|
|
20,796
|
|
|
7,026
|
|
|||
Prepaid assets
|
632
|
|
|
2,919
|
|
|
(942
|
)
|
|||
Quarterly pension contributions
|
(4,666
|
)
|
|
(4,634
|
)
|
|
(4,676
|
)
|
|||
Payments on operational efficiency initiatives and/or restructuring
|
(4,812
|
)
|
|
(726
|
)
|
|
(2,805
|
)
|
|||
Other assets and liabilities
|
2,837
|
|
|
(3,482
|
)
|
|
2,136
|
|
|||
Net cash provided by (used in) operating activities
|
41,397
|
|
|
39,927
|
|
|
(12,301
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Property and equipment investments
|
(631
|
)
|
|
(1,561
|
)
|
|
(3,016
|
)
|
|||
Proceeds from disposition of assets
|
37,476
|
|
|
760
|
|
|
7,368
|
|
|||
Net cash provided by (used in) investing activities
|
36,845
|
|
|
(801
|
)
|
|
4,352
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Repurchase of shares to satisfy employee tax withholdings
|
(178
|
)
|
|
(459
|
)
|
|
(957
|
)
|
|||
Repayments on revolving credit facilities
|
(519,873
|
)
|
|
(421,045
|
)
|
|
(476,473
|
)
|
|||
Borrowings from revolving credit facilities
|
475,112
|
|
|
409,009
|
|
|
494,794
|
|
|||
Principal payments on mortgage
|
(41,377
|
)
|
|
(9,523
|
)
|
|
(9,220
|
)
|
|||
Payments on capital lease obligations
|
(2,908
|
)
|
|
(3,743
|
)
|
|
(2,228
|
)
|
|||
Increase (decrease) in bank overdrafts
|
4,409
|
|
|
(9,993
|
)
|
|
7,902
|
|
|||
Increase (decrease) in cash in escrow related to the mortgage
|
7,628
|
|
|
(3,052
|
)
|
|
(6,066
|
)
|
|||
Debt financing costs
|
(602
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
279
|
|
|
(34
|
)
|
|
(315
|
)
|
|||
Net cash (used in) provided by financing activities
|
(77,510
|
)
|
|
(38,840
|
)
|
|
7,437
|
|
|||
Increase (decrease) in cash
|
732
|
|
|
286
|
|
|
(512
|
)
|
|||
Cash, beginning of period
|
4,808
|
|
|
4,522
|
|
|
5,034
|
|
|||
Cash, end of period
|
$
|
5,540
|
|
|
$
|
4,808
|
|
|
$
|
4,522
|
|
|
|
|
|
|
|
||||||
Supplemental Cash Flow Information
|
|
|
|
|
|
|
|
|
|||
Net income tax payments during the period
|
$
|
627
|
|
|
$
|
693
|
|
|
$
|
210
|
|
Interest paid during the period
|
$
|
21,236
|
|
|
$
|
23,775
|
|
|
$
|
23,147
|
|
Noncash transactions:
|
|
|
|
|
|
|
|
|
|||
Equipment under capital leases
|
$
|
3,433
|
|
|
$
|
5,075
|
|
|
$
|
1,108
|
|
|
Common Stock
|
|
Additional
Paid-In Capital
|
|
Accumulated
Other
Comprehensive Loss
|
|
Accumulated Deficit
|
|
Stockholders’ Deficit Total
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
|
(In thousands)
|
|||||||||||||||||||||
Balance, January 4, 2014
|
8,654
|
|
|
$
|
86
|
|
|
$
|
251,930
|
|
|
$
|
(16,293
|
)
|
|
$
|
(241,621
|
)
|
|
$
|
(5,898
|
)
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,872
|
)
|
|
(13,872
|
)
|
|||||
Foreign currency translation, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(481
|
)
|
|
—
|
|
|
(481
|
)
|
|||||
Unrealized loss from pension plan, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,651
|
)
|
|
—
|
|
|
(17,651
|
)
|
|||||
Issuance of restricted stock, net of forfeitures
|
182
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Vesting of performance shares
|
103
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Compensation related to share-based grants
|
—
|
|
|
—
|
|
|
2,896
|
|
|
—
|
|
|
—
|
|
|
2,896
|
|
|||||
Repurchase of shares to satisfy employee tax withholdings
|
(66
|
)
|
|
—
|
|
|
(957
|
)
|
|
—
|
|
|
—
|
|
|
(957
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
(47
|
)
|
|
(66
|
)
|
|||||
Balance, January 3, 2015
|
8,873
|
|
|
89
|
|
|
253,850
|
|
|
(34,425
|
)
|
|
(255,540
|
)
|
|
(36,026
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,576
|
)
|
|
(11,576
|
)
|
|||||
Foreign currency translation, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(759
|
)
|
|
—
|
|
|
(759
|
)
|
|||||
Unrealized gain from pension plan, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
410
|
|
|
—
|
|
|
410
|
|
|||||
Issuance of restricted stock, net of forfeitures
|
58
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Vesting of performance shares
|
55
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Compensation related to share-based grants
|
—
|
|
|
—
|
|
|
2,051
|
|
|
—
|
|
|
—
|
|
|
2,051
|
|
|||||
Repurchase of shares to satisfy employee tax withholdings
|
(43
|
)
|
|
—
|
|
|
(459
|
)
|
|
—
|
|
|
—
|
|
|
(459
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
463
|
|
|
—
|
|
|
—
|
|
|
463
|
|
|||||
Balance, January 2, 2016
|
8,943
|
|
|
89
|
|
|
255,905
|
|
|
(34,774
|
)
|
|
(267,116
|
)
|
|
(45,896
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,085
|
|
|
16,085
|
|
|||||
Foreign currency translation, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
264
|
|
|
—
|
|
|
264
|
|
|||||
Unrealized loss from pension plan, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,141
|
)
|
|
—
|
|
|
(2,141
|
)
|
|||||
Vesting of restricted stock units
|
66
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Vesting of performance shares
|
55
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Compensation related to share-based grants
|
—
|
|
|
—
|
|
|
1,818
|
|
|
—
|
|
|
—
|
|
|
1,818
|
|
|||||
Repurchase of shares to satisfy employee tax withholdings
|
(31
|
)
|
|
—
|
|
|
(178
|
)
|
|
—
|
|
|
—
|
|
|
(178
|
)
|
|||||
Other
|
(2
|
)
|
|
—
|
|
|
427
|
|
|
—
|
|
|
(221
|
)
|
|
206
|
|
|||||
Balance, December 31, 2016
|
9,031
|
|
|
$
|
90
|
|
|
$
|
257,972
|
|
|
$
|
(36,651
|
)
|
|
$
|
(251,252
|
)
|
|
$
|
(29,841
|
)
|
|
December 31, 2016
|
|
January 2, 2016
|
||||
|
(In thousands)
|
||||||
Cash in escrow
|
|
|
|
||||
Mortgage
|
$
|
1,490
|
|
|
$
|
9,118
|
|
Insurance
|
7,449
|
|
|
7,437
|
|
||
Other
|
2,699
|
|
|
4,633
|
|
||
Total
|
$
|
11,638
|
|
|
$
|
21,188
|
|
|
|
Fiscal Year Ended
December 31, 2016 |
||
|
|
(In millions)
|
||
Facilities closure initiative:
|
|
|
||
Severance and employee benefits
|
|
$
|
1.2
|
|
Inventory initiatives:
|
|
|
||
Cost of sales
|
|
2.2
|
|
|
Selling, general, and administrative
(1)
|
|
3.6
|
|
|
Total decrease to earnings
|
|
$
|
7.0
|
|
|
Fiscal Year
Ended December 31, 2016 |
|
Fiscal Year
Ended January 2, 2016 |
|
Fiscal Year
Ended January 3, 2015 |
||||||
|
(In thousands)
|
||||||||||
Federal income taxes:
|
|
|
|
|
|
||||||
Current
|
$
|
232
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred
|
—
|
|
|
—
|
|
|
—
|
|
|||
State income taxes:
|
|
|
|
|
|
|
|
|
|||
Current
|
962
|
|
|
235
|
|
|
160
|
|
|||
Deferred
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign income taxes:
|
|
|
|
|
|
|
|
|
|||
Current
|
(70
|
)
|
|
(68
|
)
|
|
134
|
|
|||
Deferred
|
(3
|
)
|
|
(14
|
)
|
|
18
|
|
|||
Provision for income taxes
|
$
|
1,121
|
|
|
$
|
153
|
|
|
$
|
312
|
|
|
Fiscal Year
Ended December 31, 2016 |
|
Fiscal Year
Ended January 2, 2016 |
|
Fiscal Year
Ended January 3, 2015 |
||||||
|
(In thousands)
|
||||||||||
Expense (benefit) from income taxes computed at the federal statutory tax rate
|
$
|
6,022
|
|
|
$
|
(3,998
|
)
|
|
$
|
(4,746
|
)
|
Expense (benefit) from state income taxes, net of federal benefit
|
595
|
|
|
(474
|
)
|
|
(623
|
)
|
|||
Valuation allowance change
|
(6,319
|
)
|
|
4,318
|
|
|
5,656
|
|
|||
Nondeductible items
|
403
|
|
|
288
|
|
|
232
|
|
|||
Alternative minimum tax
|
232
|
|
|
—
|
|
|
—
|
|
|||
Other
|
188
|
|
|
19
|
|
|
(207
|
)
|
|||
Provision for income taxes
|
$
|
1,121
|
|
|
$
|
153
|
|
|
$
|
312
|
|
|
December 31,
2016 |
|
January 2,
2016 |
||||
|
(In thousands)
|
||||||
Deferred income tax assets:
|
|
|
|
||||
Inventory reserves
|
$
|
2,088
|
|
|
$
|
3,007
|
|
Compensation-related accruals
|
4,465
|
|
|
4,819
|
|
||
Accruals and reserves
|
112
|
|
|
508
|
|
||
Accounts receivable
|
656
|
|
|
744
|
|
||
Restructuring costs
|
—
|
|
|
32
|
|
||
Intangible assets
|
583
|
|
|
—
|
|
||
Property and equipment
|
1,134
|
|
|
778
|
|
||
Pension
|
10,747
|
|
|
11,628
|
|
||
Benefit from net operating loss (“NOL”) carryovers
(1)
|
78,236
|
|
|
82,055
|
|
||
Other
|
194
|
|
|
371
|
|
||
Total gross deferred income tax assets
|
98,215
|
|
|
103,942
|
|
||
Less: Valuation allowances
|
(97,552
|
)
|
|
(103,311
|
)
|
||
Total net deferred income tax assets
|
663
|
|
|
631
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
|
||
Other
|
(663
|
)
|
|
(634
|
)
|
||
Total deferred income tax liabilities
|
(663
|
)
|
|
(634
|
)
|
||
Deferred income tax liabilities, net
|
$
|
—
|
|
|
$
|
(3
|
)
|
(1)
|
Our federal NOL carryovers are
$187.1 million
and will
expire in 12 to 19 years
. Our state NOL carryovers are
$256.9 million
and will
expire in 1 to 20 years
.
|
|
Fiscal Year
Ended December 31, 2016 |
|
Fiscal Year
Ended January 2, 2016 |
||||
|
(In thousands)
|
||||||
Balance as of beginning of the year
|
$
|
103,311
|
|
|
$
|
99,979
|
|
Valuation allowance provided for taxes related to:
|
|
|
|
|
|
||
(Income) loss before income taxes
|
(5,759
|
)
|
|
3,332
|
|
||
Balance as of end of the year
|
$
|
97,552
|
|
|
$
|
103,311
|
|
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of fiscal year
|
$
|
184
|
|
|
$
|
184
|
|
|
$
|
259
|
|
Increases related to current year tax positions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Additions for tax positions in prior years
|
—
|
|
|
—
|
|
|
—
|
|
|||
Reductions for tax positions in prior years
|
—
|
|
|
—
|
|
|
—
|
|
|||
Reductions due to lapse of applicable statute of limitations
|
—
|
|
|
—
|
|
|
(75
|
)
|
|||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of fiscal year
|
$
|
184
|
|
|
$
|
184
|
|
|
$
|
184
|
|
|
Principal Payments
|
||
|
(In thousands)
|
||
2017
|
$
|
27,196
|
|
2018
|
55,000
|
|
|
2019
|
44,627
|
|
|
Total
|
$
|
126,823
|
|
|
December 31,
2016 |
|
January 2,
2016 |
||||
|
(In thousands)
|
||||||
Change in projected benefit obligation:
|
|
|
|
||||
Projected benefit obligation at beginning of period
|
$
|
115,055
|
|
|
$
|
121,955
|
|
Service cost
|
996
|
|
|
1,104
|
|
||
Interest cost
|
4,901
|
|
|
5,099
|
|
||
Actuarial (gain) loss
|
2,094
|
|
|
(8,460
|
)
|
||
Curtailment gain
|
(181
|
)
|
|
(272
|
)
|
||
Benefits paid
|
(9,429
|
)
|
|
(4,371
|
)
|
||
Projected benefit obligation at end of period
|
113,436
|
|
|
115,055
|
|
||
Change in plan assets:
|
|
|
|
|
|
||
Fair value of assets at beginning of period
|
78,264
|
|
|
80,192
|
|
||
Actual return on plan assets
|
4,868
|
|
|
(2,820
|
)
|
||
Employer contributions
|
5,384
|
|
|
5,263
|
|
||
Benefits paid
|
(9,429
|
)
|
|
(4,371
|
)
|
||
Fair value of assets at end of period
|
79,087
|
|
|
78,264
|
|
||
Net unfunded status of plan
|
$
|
(34,349
|
)
|
|
$
|
(36,791
|
)
|
|
December 31,
2016 |
|
January 2,
2016 |
||||
|
(In thousands)
|
||||||
Unfunded status
|
$
|
(34,349
|
)
|
|
$
|
(36,791
|
)
|
Unrecognized prior service cost
|
—
|
|
|
1
|
|
||
Unrecognized actuarial loss
|
34,014
|
|
|
31,871
|
|
||
Net amount recognized
|
$
|
(335
|
)
|
|
$
|
(4,919
|
)
|
Amounts recognized on the balance sheet consist of:
|
|
|
|
|
|
||
Accrued pension liability
|
$
|
(34,349
|
)
|
|
$
|
(36,791
|
)
|
Accumulated other comprehensive loss (pre-tax)
|
34,014
|
|
|
31,872
|
|
||
Net amount recognized
|
$
|
(335
|
)
|
|
$
|
(4,919
|
)
|
|
Fiscal Year Ended
December 31, 2016 |
|
Fiscal Year Ended
January 2, 2016 |
|
Fiscal Year Ended
January 3, 2015 |
||||||
|
(In thousands)
|
||||||||||
Service cost
|
$
|
996
|
|
|
$
|
1,104
|
|
|
$
|
1,056
|
|
Interest cost on projected benefit obligation
|
4,901
|
|
|
5,099
|
|
|
5,123
|
|
|||
Expected return on plan assets
|
(6,224
|
)
|
|
(6,172
|
)
|
|
(6,041
|
)
|
|||
Amortization of unrecognized loss
|
1,126
|
|
|
699
|
|
|
763
|
|
|||
Net periodic pension cost
|
$
|
799
|
|
|
$
|
730
|
|
|
$
|
901
|
|
|
December 31, 2016
|
|
January 2, 2016
|
||
Projected benefit obligation:
|
|
|
|
||
Discount rate
|
4.26
|
%
|
|
4.52
|
%
|
Average rate of increase in future compensation levels
|
Graded 5.5-2.5%
|
|
|
Graded 5.5-2.5%
|
|
Net periodic pension cost:
|
|
|
|
|
|
Discount rate
|
4.52
|
%
|
|
4.19
|
%
|
Average rate of increase in future compensation levels
|
Graded 5.5-2.5%
|
|
|
Graded 5.5-2.5%
|
|
Expected long-term rate of return on plan assets
|
7.82
|
%
|
|
7.54
|
%
|
Asset Category
|
|
December 31,
2016 |
|
January 2,
2016 |
||
Equity securities — domestic
|
|
49
|
%
|
|
59
|
%
|
Equity securities — international
|
|
12
|
%
|
|
14
|
%
|
Fixed income
|
|
38
|
%
|
|
24
|
%
|
Other
|
|
1
|
%
|
|
3
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
Asset Category
|
|
December 31,
2016 |
|
January 2,
2016 |
||||
|
|
(In thousands)
|
||||||
Equity securities — domestic
|
|
$
|
38,417
|
|
|
$
|
46,087
|
|
Equity securities — international
|
|
9,717
|
|
|
10,912
|
|
||
Fixed income
|
|
30,493
|
|
|
18,792
|
|
||
Other
|
|
460
|
|
|
2,473
|
|
||
Total
|
|
$
|
79,087
|
|
|
$
|
78,264
|
|
Fiscal Year Ending
|
(In thousands)
|
||
2017
|
$
|
5,859
|
|
2018
|
6,132
|
|
|
2019
|
6,266
|
|
|
2020
|
6,500
|
|
|
2021
|
6,710
|
|
|
Thereafter
|
34,800
|
|
|
|
|
|
|
|
Contributions (in millions)
|
||||||||||
Pension Fund:
|
EIN/Pension Plan Number
|
Pension Act Zone Status
|
FIP/RP Status
|
Surcharge
|
|
2016
|
|
2015
|
|
2014
|
||||||
Lumber Employees Local 786 Retirement Fund
(1)
|
516067407
|
Green
(September 1, 2015)
|
N/A
|
No
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
Central States, Southeast and Southwest Areas Pension Fund
(2)
|
366044243
|
Critical and Declining
(January 1, 2016)
|
RP
|
No
|
|
0.6
|
|
|
0.7
|
|
|
0.6
|
|
|||
Other
|
|
|
|
|
|
0.4
|
|
|
1.2
|
|
|
—
|
|
|||
Total
|
|
|
|
|
|
$
|
1.4
|
|
|
$
|
2.3
|
|
|
$
|
1.0
|
|
Expected volatility
|
|
71.81
|
%
|
Risk-free interest rate
|
|
1.04
|
%
|
Expected term (in years)
|
|
1.54
|
|
Expected dividend yield
|
|
Not applicable
|
|
|
Restricted Stock Awards
|
|||||
|
Number of
Awards
|
|
Weighted
Average Fair
Value
|
|||
Outstanding as of January 2, 2016
|
170,335
|
|
|
$
|
14.60
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
(1)
|
(69,825
|
)
|
|
16.32
|
|
|
Forfeited
|
(1,950
|
)
|
|
18.29
|
|
|
Outstanding as of December 31, 2016
|
98,560
|
|
|
$
|
13.19
|
|
(1)
|
The total fair value vested in fiscal
2016
, fiscal
2015
, and fiscal
2014
was
$1.1 million
,
$1.5 million
, and
$2.4 million
, respectively.
|
|
Restricted Stock Units
|
|||||
|
Number of
Awards
|
|
Weighted
Average Fair
Value
|
|||
Outstanding as of January 2, 2016
|
140,179
|
|
|
$
|
10.00
|
|
Granted
|
200,732
|
|
|
6.24
|
|
|
Vested
(1)
|
(65,711
|
)
|
|
9.61
|
|
|
Forfeited
|
(4,750
|
)
|
|
9.80
|
|
|
Outstanding as of December 31, 2016
|
270,450
|
|
|
$
|
7.32
|
|
(1)
|
The total fair value of restricted stock units vested in fiscal 2016 was
$0.6 million
.
No
restricted stock units vested in fiscal years
2015
or
2014
.
|
|
Performance Shares
|
|||||
|
Number of
Awards
|
|
Weighted
Average Fair
Value
|
|||
Outstanding as of January 2, 2016
|
126,306
|
|
|
$
|
9.00
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
(1) (2)
|
(54,556
|
)
|
|
29.06
|
|
|
Forfeited
|
(4,750
|
)
|
|
9.80
|
|
|
Outstanding at December 31, 2016
|
67,000
|
|
|
$
|
9.35
|
|
(1)
|
The total fair value vested in each of fiscal
2016
and fiscal
2015
was
$1.6 million
. In fiscal
2014
, the total fair value vested was
$1.7 million
.
|
(2)
|
In prior fiscal years, certain participants in the 2013 performance share awards were no longer employed by the Company or otherwise eligible to meet the service condition of these awards. The Compensation Committee approved an amendment to the applicable Performance Share Award Agreements to allow these shares to vest, if and when they vested for individuals employed by the Company. These amendments were determined to be modifications of the awards, from equity-based awards to liability awards, and adjustments related to the difference in fair value were recorded in the prior fiscal years when this determination was made. These liability awards were subsequently marked
|
|
Fiscal Year Ended December 31, 2016
(1)
|
|
Fiscal Year Ended January 2, 2016
(1)
|
|
Fiscal Year Ended January 3, 2015
(1)
|
||||||
|
(In thousands)
|
||||||||||
Restricted Stock
|
$
|
983
|
|
|
$
|
1,606
|
|
|
$
|
1,941
|
|
Performance Shares
(2)
|
92
|
|
|
127
|
|
|
1,725
|
|
|||
Cash-settled Stock Appreciation Rights
(4)
|
375
|
|
|
—
|
|
|
—
|
|
|||
Restricted Stock Units and Options
(3)
|
889
|
|
|
94
|
|
|
174
|
|
|||
Total
|
$
|
2,339
|
|
|
$
|
1,827
|
|
|
$
|
3,840
|
|
(1)
|
See “Performance shares”, above, for a discussion of the modifications to certain 2013 performance share awards originally recorded as equity awards and subsequently recorded as liability awards. This modification resulted in an adjustment to then immediately fully expense the awards reclassified as liability awards in the fiscal year modified, and to subsequently mark to market all outstanding liability awards on a quarterly basis. Share-based compensation expense relating to these shares was immaterial for fiscal 2016, and all of these awards fully vested in June 2016. A credit to share-based compensation expense of
$0.2 million
was recorded during fiscal 2015 on these performance shares, and expense of
$1.2 million
was recorded in fiscal 2014.
|
(2)
|
All compensation expense for performance shares is related to the 2013 Performance Share Awards, as
no
compensation expense is being recorded on the 2015 Performance Shares.
|
(3)
|
For all fiscal years presented, there was
no
compensation expense for options. All compensation expense presented pertains to Restricted Stock Units.
|
(4)
|
We began issuing these awards in fiscal 2016; therefore, there is
no
such expense for fiscal 2015 or fiscal 2014.
|
|
Fiscal Year Ended
|
||||||||||
|
December 31, 2016
|
|
January 2,
2016
(1)
|
|
January 3,
2015
(1)
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Net income (loss)
|
$
|
16,085
|
|
|
$
|
(11,576
|
)
|
|
$
|
(13,872
|
)
|
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
8,913
|
|
|
8,750
|
|
|
8,600
|
|
|||
Dilutive effect of share-based awards
|
156
|
|
|
—
|
|
|
—
|
|
|||
Diluted weighted average shares outstanding
|
9,069
|
|
|
8,750
|
|
|
8,600
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
1.80
|
|
|
$
|
(1.32
|
)
|
|
$
|
(1.61
|
)
|
Diluted earnings per share
|
$
|
1.77
|
|
|
$
|
(1.32
|
)
|
|
$
|
(1.61
|
)
|
|
Principal
|
|
Interest
|
||||
|
(In thousands)
|
||||||
2017
|
$
|
3,019
|
|
|
$
|
611
|
|
2018
|
3,197
|
|
|
432
|
|
||
2019
|
2,510
|
|
|
242
|
|
||
2020
|
2,021
|
|
|
92
|
|
||
2021
|
623
|
|
|
17
|
|
||
Thereafter
|
—
|
|
|
—
|
|
||
Total
|
$
|
11,370
|
|
|
$
|
1,394
|
|
|
Foreign
currency translation,
net
of tax
|
|
Amortization of unrecognized pension gain (loss), net of tax
|
|
Other, net of tax
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
January 4, 2014, beginning balance
|
$
|
1,636
|
|
|
$
|
(18,141
|
)
|
|
$
|
212
|
|
|
$
|
(16,293
|
)
|
Other comprehensive income (loss), net of tax
(1)
|
(481
|
)
|
|
(18,416
|
)
|
|
—
|
|
|
(18,897
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax
(1)
|
—
|
|
|
765
|
|
|
—
|
|
|
765
|
|
||||
January 3, 2015, ending balance, net of tax
|
$
|
1,155
|
|
|
$
|
(35,792
|
)
|
|
$
|
212
|
|
|
$
|
(34,425
|
)
|
Other comprehensive income (loss), net of tax
(2)
|
(759
|
)
|
|
699
|
|
|
—
|
|
|
(60
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax
(2)
|
—
|
|
|
(289
|
)
|
|
—
|
|
|
(289
|
)
|
||||
January 2, 2016, ending balance, net of tax
|
$
|
396
|
|
|
$
|
(35,382
|
)
|
|
$
|
212
|
|
|
$
|
(34,774
|
)
|
Other comprehensive income (loss), net of tax
(3)
|
264
|
|
|
(2,927
|
)
|
|
—
|
|
|
(2,663
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax
(3)
|
—
|
|
|
786
|
|
|
—
|
|
|
786
|
|
||||
December 31, 2016, ending balance, net of tax
|
$
|
660
|
|
|
$
|
(37,523
|
)
|
|
$
|
212
|
|
|
$
|
(36,651
|
)
|
(1)
|
Includes 231,885 available shares available to be issued under the 2016 Plan as of
December 31, 2016
.
|
Exhibit Number
|
Item
|
|
3.1
|
|
Second Amended and Restated Certificate of Incorporation of BlueLinx, as amended (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement for the 2015 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 20, 2015)
|
3.2
|
|
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of BlueLinx
Holdings Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the
Securities and Exchange Commission on June 13, 2016)
|
3.3
|
|
Amended and Restated By-Laws of BlueLinx (incorporated by reference to Exhibit 3.2 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-118750) filed with the Securities and Exchange Commission on November 26, 2004)
|
4.1
|
|
Registration Rights Agreement, dated as of May 7, 2004, by and among BlueLinx and the initial holders specified on the signature pages thereto (A)
|
10.1
|
|
Asset Purchase Agreement, dated as of March 12, 2004, by and among Georgia-Pacific Corporation, Georgia-Pacific Building Materials Sales, Ltd. and BlueLinx Corporation (A)
|
10.2
|
|
First Amendment to Asset Purchase Agreement, dated as of May 6, 2004, by and among Georgia-Pacific Corporation, Georgia-Pacific Building Materials Sales, Ltd. and BlueLinx Corporation (A)
|
10.3
|
|
Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on January 13, 2011) ±
|
10.4
|
|
BlueLinx Holdings Inc. Amended and Restated Short-Term Incentive Plan (incorporated by reference to Attachment B to the Definitive Proxy Statement for the 2011 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 18, 2011) ±
|
10.5
|
|
BlueLinx Holdings Inc. 2004 Long Term Equity Incentive Plan (A) ±
|
10.6
|
|
BlueLinx Holdings Inc. 2004 Long-Term Equity Incentive Plan Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on January 11, 2008) ±
|
Exhibit Number
|
Item
|
|
10.7
|
|
Amended and Restated BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan (as amended through May 17, 2012 and restated solely for purposes of filing pursuant to Item 601 of Regulation S-K) (incorporated by reference to Appendix A to the Definitive Proxy Statement for the 2012 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 16, 2012) ±
|
10.8
|
|
BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan Nonqualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 9, 2006) ±
|
10.9
|
|
BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan Form of Performance Share Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on January 4, 2013) ±
|
10.10
|
|
Amendment No. 1 to BlueLinx Holdings Inc. Amended and Restated 2006 Long-Term Equity Incentive Plan Performance Share Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on January 3, 2014) ±
|
10.11
|
|
BlueLinx Holdings Inc. Amended and Restated 2006 Long-Term Equity Incentive Plan Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on January 17, 2014) ±
|
10.12
|
|
BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan Restricted Stock Unit Award Agreement for Executives and Employees (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 17, 2014) ±
|
10.13
|
|
BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan Restricted Stock Unit Award Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 17, 2014) ±
|
10.14
|
|
BlueLinx Holdings Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 27, 2015) ±
|
10.15
|
|
Form of Executive Restrictive Covenant Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 27, 2015) ±
|
10.16
|
|
BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan Restricted Stock Unit Award Agreement for Executives and Employees (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 27, 2015) ±
|
10.17
|
|
BlueLinx Holdings Inc. 2016 Amended and Restated Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.1 to the Company’s Form S-8 Registration Statement filed with the Securities and Exchange Commission on June 3, 2016) ±
|
10.18
|
|
BlueLinx Holdings Inc. 2016 Amended and Restated Long-Term Incentive Plan Form of Stock
Appreciation Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Form S-8
Registration Statement filed with the Securities and Exchange Commission on June 3, 2016) ±
|
Exhibit Number
|
Item
|
|
10.19
|
|
BlueLinx Holdings Inc. 2016 Amended and Restated Long-Term Equity Incentive Plan Restricted Stock Unit Award Agreement for Non-Employee Directors ± *
|
10.20
|
|
Canadian Credit Agreement, dated August 12, 2011, by and among BlueLinx Canada, CIBC Asset-Based Lending Inc. and the lenders from time to time parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 16, 2011)
|
10.21
|
|
First Amending Agreement among BlueLinx Corporation and Canadian Imperial Bank of Commerce as successor to CIBC Asset-Based Lending Inc., dated August 16, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 19, 2013)
|
10.22
|
|
Second Amending Agreement among BlueLinx Corporation and Canadian Imperial Bank of Commerce as successor to CIBC Asset-Based Lending Inc., dated November 24, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 1, 2015)
|
10.23†
|
|
Loan and Security Agreement, dated as of June 9, 2006, between the entities set forth therein collectively as borrower and German American Capital Corporation as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 6, 2009)
|
10.24
|
|
Twelfth Amendment to Loan and Security Agreement, dated as of September 19, 2012, between the entities set forth therein collectively as borrower and German American Capital Corporation as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on September 20, 2012)
|
10.25
|
|
Guaranty of Recourse Obligations, dated as of June 9, 2006, by BlueLinx Holdings Inc. for the benefit of German American Capital Corporation (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 15, 2006)
|
10.26
|
|
Environmental Indemnity Agreement, dated as of June 9, 2006, by BlueLinx Holdings Inc. in favor of German American Capital Corporation (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 15, 2006)
|
10.27
|
|
Seventeenth Amendment to Loan and Security Agreement, dated as of March 24, 2016, between the entities set forth therein collectively as borrower and German American Capital Corporation as Lender (incorporated by reference to Exhibit 10.24 to the Company’s Form 10-K filed on March 28, 2016)
|
10.28
|
|
Lender Joinder Agreement in favor of U.S. Bank, N.A., as Trustee, and Wells Fargo Bank, as Trustee; by BlueLinx Holdings Inc., dated March 24, 2016 (incorporated by reference to Exhibit 10.25 to the Company’s Form 10-K filed on March 28, 2016)
|
10.29
|
|
Pledge Agreement in favor of U.S. Bank, N.A., as Trustee, and Wells Fargo Bank, N.A., as Trustee; by BlueLinx Holdings Inc., dated March 24, 2016 (incorporated by reference to Exhibit 10.26 to the Company’s Form 10-K filed on March 28, 2016)
|
10.30†
|
|
Amended and Restated Loan and Security Agreement, dated August 4, 2006, by and between BlueLinx Corporation, Wachovia and the other signatories listed therein (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 6, 2009)
|
Exhibit Number
|
Item
|
|
10.31
|
|
Second Amendment to Amended and Restated Loan and Security Agreement, dated July 7, 2010, by and between BlueLinx Corporation, Wells Fargo, as successor in interest to Wachovia, and the other signatories listed therein (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 7, 2010)
|
10.32
|
|
Third Amendment to Amended and Restated Loan and Security Agreement, dated May 10, 2011, by and between BlueLinx Corporation, Wells Fargo, as successor in interest to Wachovia, and the other signatories listed therein (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 12, 2011)
|
10.33
|
|
Fourth Amendment to Amended and Restated Loan and Security Agreement, dated August 11, 2011, by and between BlueLinx Corporation, Wells Fargo, as successor in interest to Wachovia, and the other signatories listed therein (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 16, 2011)
|
10.34
|
|
Fifth Amendment to Loan and Security Agreement, dated July 14, 2011, by and between BlueLinx Corporation and certain of its subsidiaries and U.S. Bank National Association in its capacity as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2006-C 27, as successor in interest to German American Capital Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 14, 2011)
|
10.35
|
|
Sixth Amendment to Amended and Restated Loan and Security Agreement, dated June 28, 2013, by and among Wells Fargo Bank, National Association, a national banking association, in its capacity as administrative and collateral agent for the Lenders; BlueLinx Corporation, BlueLinx Services Inc., BlueLinx Florida LP, BlueLinx Florida Holding No. 1 Inc., and BlueLinx Florida Holding No. 2 Inc.
(incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 28, 2013)
|
10.36
|
|
Seventh Amendment to Amended and Restated Loan and Security Agreement, dated March 14, 2014, by and among Wells Fargo Bank, National Associations, the Lenders named therein, BlueLinx Corporation, BlueLinx Florida LP, BlueLinx Florida Holding No. 1 Inc., and BlueLinx Florida Holding No. 2 Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed March 17, 2014)
|
10.37
|
|
Ninth Amendment, dated August 14, 2014, to Amended Loan and Security Agreement, dated August 4, 2006, as amended by and between BlueLinx Corporation, Wells Fargo, and the other signatories listed therein (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 14, 2014)
|
10.38
|
|
Tenth Amendment, dated February 18, 2015, to Amended Loan and Security Agreement, dated August 4, 2006, as amended by and between BlueLinx Corporation, Wells Fargo, and the other signatories listed therein (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 19, 2015)
|
10.39
|
|
Eleventh Amendment, dated March 10, 2016, to Amended Loan and Security Agreement, dated August 4, 2006, as amended by and between BlueLinx Corporation, Wells Fargo, and the other signatories listed therein (incorporated by reference to Exhibit 10.36 to the Company’s Form 10-K filed on March 28, 2016)
|
10.40
|
|
Twelfth Amendment, dated March 24, 2016, to Amended Loan and Security Agreement, dated August 4, 2006, as amended by and between BlueLinx Corporation, Wells Fargo, and the other signatories listed therein (incorporated by reference to Exhibit 10.37 to the Company’s Form 10-K filed on March 28, 2016)
|
10.41
|
|
Thirteenth Amendment, dated November 3, 2016, to Amended Loan and Security Agreement, dated August 4, 2006, as amended by and between BlueLinx Corporation, Wells Fargo, and the other signatories listed therein (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on November 10, 2016)
|
Exhibit Number
|
Item
|
|
10.42
|
|
Pledge Agreement made by BlueLinx Holdings Inc. in favor of Wells Fargo Bank, N.A, in its capacity as Agent, dated March 24, 2016 (incorporated by reference to Exhibit 10.38 to the Company’s Form 10-K filed on March 28, 2016)
|
10.43
|
|
Limited Recourse Guarantee made by BlueLinx Holdings Inc. in favor of Wells Fargo Bank, N.A., in its capacity as Agent, dated March 24, 2016 (incorporated by reference to Exhibit 10.39 to the Company’s Form 10-K filed on March 28, 2016)
|
10.44
|
|
Fifth Amendment to Amended and Restated Loan and Security Agreement and Lender Joinder, dated March 29, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 29, 2013)
|
10.45
|
|
Lender Joinder Agreement by and between PNC Bank, National Association and BlueLinx Corporation, dated June 28, 2013 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 28, 2013)
|
10.46
|
|
Employment Agreement between BlueLinx Corporation and Mitchell Lewis, dated January 15, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on January 17, 2014) ±
|
10.47
|
|
Employment Agreement between BlueLinx Corporation and Susan C. O’Farrell, dated May 5, 2014 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 8, 2014) ±
|
21.1
|
|
List of subsidiaries of the Company *
|
23.1
|
|
Consent of BDO USA, LLP*
|
23.2
|
|
Consent of Ernst & Young LLP*
|
31.1
|
|
Certification of Mitchell B. Lewis, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
|
31.2
|
|
Certification of Susan C. O’Farrell, Chief Financial Officer and Treasurer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
|
32.1
|
|
Certification of Mitchell B. Lewis, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
|
Exhibit Number
|
Item
|
|
32.2
|
|
Certification of Susan C. O’Farrell, Chief Financial Officer and Treasurer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
|
101
|
|
The following financial information from the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, formatted in Extensible Business Reporting Language (“XBRL”): (i) Consolidated Statements of Operations and Comprehensive Loss, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Stockholders’ Deficit, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.*
|
|
|
†
|
Portions of this document were omitted and filed separately with the SEC pursuant to a request for confidential treatment in accordance with Rule 24b-2 of the Exchange Act.
|
|
|
*
|
Filed herewith.
|
|
|
**
|
Exhibit is being furnished and shall not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subjected to liability under that Section. this exhibit shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference.
|
|
|
±
|
Management contract or compensatory plan or arrangement.
|
|
|
(A)
|
Previously filed as an exhibit to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-118750) filed with the Securities and Exchange Commission on October 1, 2004.
|
Signature
|
Capacity
|
Date
|
Name
|
|
|
|
|
|
/s/ Mitchell B. Lewis
|
President, Chief Executive Officer, and Director
|
March 2, 2017
|
Mitchell B. Lewis
|
|
|
|
|
|
/s/ Susan C. O’Farrell
|
Senior Vice President, Chief Financial Officer, Treasurer (Principal Accounting Officer)
|
March 2, 2017
|
Susan C. O’Farrell
|
|
|
|
|
|
/s/ Kim S. Fennebresque
|
Chairman
|
March 2, 2017
|
Kim S. Fennebresque
|
|
|
|
|
|
/s/ Dominic DiNapoli
|
Director
|
March 2, 2017
|
Dominic DiNapoli
|
|
|
|
|
|
/s/ Richard S. Grant
|
Director
|
March 2, 2017
|
Richard S. Grant
|
|
|
|
|
|
/s/ Steven F. Mayer
|
Director
|
March 2, 2017
|
Steven F. Mayer
|
|
|
|
|
|
/s/ Alan H. Schumacher
|
Director
|
March 2, 2017
|
Alan H. Schumacher
|
|
|
|
|
|
/s/ M. Richard Warner
|
Director
|
March 2, 2017
|
M. Richard Warner
|
|
|
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