UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended ~~June~~September 2928, 2024


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

Commission file number: 001-32383


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


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

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

(770) 953-7000

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BXC	New York Stock Exchange

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

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

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

Large Accelerated Filer

☑

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

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

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

As of ~~July~~October 2625, 2024, there were 8,~~525~~380,~~583~~695 shares of BlueLinx Holdings Inc. common stock, par value $0.01, outstanding.

BLUELINX HOLDINGS INC.

Form 10-Q

For the Quarterly Period Ended ~~June~~September 2928, 2024

Table of Contents

			PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements — BlueLinx Holdings Inc. (Unaudited)			1
Condensed Consolidated Statements of Operations and Comprehensive Income			1
Condensed Consolidated Balance Sheets			2
Condensed Consolidated Statements of Stockholders' Equity			3
Condensed Consolidated Statements of Cash Flows			45
Notes to Condensed Consolidated Financial Statements			56
Note 1 - Basis of Presentation			56
Note 2 - Inventories			67
Note 3 - Goodwill and Other Intangible Assets			7
Note 3 - Goodwill and Intangible Assets, net			8
Note 4 - Revenue Recognition			78
Note 5 - Debt and Finance Lease Obligations			89
Note 6 - Net Periodic Pension Cost			9
Note 6 - Net Periodic Pension Cost (Benefit)			10
Note 7 - Share-Based Compensation			911
Note 8 - Leases			1011
Note 9 - Commitments and Contingencies			1314
Note 10 - Accumulated Other Comprehensive Loss			1314
Note 11 - Income Taxes			1415
Note 12 - Earnings Per Share and Stockholders' Equity			1415
Note 13 - Fair Value Disclosures			1516
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			1617
Item 3. Quantitative and Qualitative Disclosures About Market Risk			2526
Item 4. Controls and Procedures			2526
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			2627
Item 1A. Risk Factors			2627
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			2627
Item 3. Defaults Upon Senior Securities			2627
Item 4. Mine Safety Disclosures			2627
Item 5. Other Information			2627
Item 6. Exhibits			2728
Signatures			2829

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BLUELINX HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME

(In thousands, except per share ~~data~~amounts)

(Unaudited)

	Three Months Ended				~~Six~~Nine Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Net sales	$	~~768~~747,~~363~~288	$	~~815~~809,~~967~~981	$	12,~~494~~241,~~607~~895	$	12,~~613~~423,~~871~~852
Cost of products sold	~~645~~621,~~919~~619		~~680~~670,~~164~~735		1,~~244~~866,~~482~~101		12,~~344~~015,~~529~~264
Gross profit	~~122~~125,~~444~~669		~~135~~139,~~803~~246		~~250~~375,~~125~~794		~~269~~408,~~342~~588
Operating expenses (income):
Selling, general, and administrative	8992,~~453~~210		8891,~~750~~354		~~180~~272,~~703~~913		~~179~~271,~~924~~278
Depreciation and amortization	109,~~120~~530		78,~~951~~089		1929,~~553~~083		1523,~~669~~758
Amortization of deferred gains on real estate	(984)		(984)		(12,~~968~~952)		(12,~~968~~952)
Other operating expenses	8		993		322		4,109
Other operating expenses, net	888		1,131		1,210		5,240
Total operating expenses	98101,~~597~~644		9699,~~710~~590		~~198~~300,~~610~~254		~~197~~297,~~734~~324
Operating income	2324,~~847~~025		39,~~093~~656		5175,~~515~~540		71111,~~608~~264
Non-operating expenses:
Interest expense, net	4,~~801~~619		65,~~311~~577		914,~~425~~044		1319,~~998~~575
Other expense, net	—		594		—		1,188
Settlement of defined benefit pension plan	(2,226)		—		(2,226)		—
Income before provision for income taxes	19,046		32,188		42,090		56,422
Other expense, net	—		594		—		1,782
Provision for income taxes	4,710		7,722		10,262		14,144
Income before provision for income taxes	21,632		33,485		63,722		89,907
Net income	$	14,336	$	24,466	$	31,828	$	42,278
Provision for income taxes	5,616		9,103		15,878		23,247
Basic earnings per share	$	1.65	$	2.70	$	3.68	$	4.67
Net income	$	16,016	$	24,382	$	47,844	$	66,660
Diluted earnings per share	$	1.65	$	2.70	$	3.66	$	4.67
Basic earnings per share	$	1.88	$	2.72	$	5.54	$	7.39
Diluted earnings per share	$	1.87	$	2.71	$	5.53	$	7.38
Comprehensive income:
Net income	$	1416,~~336~~016	$	24,~~466~~382	$	3147,~~828~~844	$	4266,~~278~~660
Other comprehensive income:
Amortization of unrecognized pension gain, net of tax	—		225		—		~~464~~689
Other	—		~~(11)~~—		—		(22)
Total other comprehensive income	—		~~214~~225		—		~~442~~667
Comprehensive income	$	1416,~~336~~016	$	24,~~680~~607	$	3147,~~828~~844	$	4267,~~720~~327

See accompanying Notes.

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BLUELINX HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

	June 29, 2024		December 30, 2023
	September 28, 2024		December 30, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	~~491~~526,~~392~~281	$	521,743
Receivables, less allowances of $3,344 and $3,398, respectively	273,537		228,410
Receivables, less allowances of $3,244 and $3,398, respectively	278,049		228,410
Inventories, net	~~357~~340,~~573~~541		343,638
Other current assets	36,~~220~~500		26,608
Total current assets	1,~~158~~181,~~722~~371		1,120,399
Property and equipment, at cost	~~413~~423,~~905~~842		396,321
Accumulated depreciation	(~~181~~187,~~841~~992)		(170,334)
Property and equipment, net	~~232~~235,~~064~~850		225,987
Operating lease right-of-use assets	4445,~~418~~647		37,227
Goodwill	55,372		55,372
Intangible assets, net	2827,~~787~~834		30,792
Deferred income tax asset, net	5351,~~677~~306		53,256
Other non-current assets	13,~~036~~699		14,568
Total assets	$	1,~~586~~611,~~076~~079	$	1,537,601
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	~~179~~186,~~375~~319	$	157,931
Accrued compensation	1218,~~310~~400		14,273
Finance lease liabilities - current	1112,~~132~~547		11,178
Operating lease liabilities - current	8,~~460~~276		6,284
Real estate deferred gains - current	3,935		3,935
Other current liabilities	2228,~~250~~247		24,961
Total current liabilities	~~237~~257,~~462~~724		218,562
Long-term debt	294,~~403~~733		293,743
Finance lease liabilities, less current portion	~~280~~281,~~206~~263		274,248
Operating lease liabilities, less current portion	3738,~~369~~752		32,519
Real estate deferred gains, less current portion	64,~~697~~280		66,599
Other non-current liabilities	1918,~~607~~738		17,644
Total liabilities	~~933~~955,~~744~~490		903,315
Commitments and Contingencies
STOCKHOLDERS’ EQUITY:
Preferred Stock, $0.01 par value, 30,000,000 shares authorized, none outstanding	—		—
Common Stock, $0.01 par value, 20,000,000 shares authorized, 8,551,462 and 8,650,046 outstanding, respectively	86		87
Common Stock, $0.01 par value, 20,000,000 shares authorized, 8,423,383 and 8,650,046 outstanding, respectively	84		87
Additional paid-in capital	~~151~~138,~~279~~522		165,060
Retained earnings	~~500~~516,~~967~~983		469,139
Total stockholders’ equity	~~652~~655,~~332~~589		634,286
Total liabilities and stockholders’ equity	$	1,~~586~~611,~~076~~079	$	1,537,601

See accompanying Notes.

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BLUELINX HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)

	Common Stock			AdditionalPaid-In Capital		Retained Earnings		Stockholders’ Equity Total
	Shares	Amount
Balance, December 30, 2023	8,650	$	87	$	165,060	$	469,139	$	634,286
Net income	—	—		—		17,492		17,492
Vesting of restricted stock units	19	(a)		(a)		—		—
Compensation related to share-based grants	—	—		2,350		—		2,350
Repurchase of shares to satisfy employee tax withholdings	(7)	—		(907)		—		(907)
Balance, March 30, 2024	8,662	87		166,503		486,631		653,221
Net income	—	—		—		14,336		14,336
Vesting of restricted stock units	57	1		(1)		—		—
Compensation related to share-based grants	—	—		1,405		—		1,405
Repurchase of shares to satisfy employee tax withholdings	(16)	(a)		(1,545)		—		(1,545)
Common stock repurchase and retirement	(152)	(2)		(15,083)		—		(15,085)
Balance, June 29, 2024	8,551	$86	86	$151,279	~~151,279~~	$500,967	~~500,967~~	$652,332	~~652,332~~
Net income	—	—		—		16,016		16,016
Vesting of restricted stock units	26	(a)		(a)		—		—
Compensation related to share-based grants	—	—		3,186		—		3,186
Repurchase of shares to satisfy employee tax withholdings	(8)	(a)		(816)		—		(816)
Common stock repurchase and retirement	(146)	(2)		(15,127)		—		(15,129)
Balance, September 28, 2024	8,423	$	84	$	138,522	$	516,983	$	655,589

(a) Activity rounds to less than one thousand dollars

	Common Stock			AdditionalPaid-In Capital		AccumulatedOtherComprehensive Loss		Retained Earnings		Stockholders’ Equity Total
	Shares	Amount
Balance, December 31, 2022	9,049	$	90	$	200,748	$	(31,412)	$	420,603	$	590,029
Net income	—	—		—		—		17,812		17,812
Other comprehensive income	—	—		—		228		—		228
Vesting of restricted stock units	67	1		(1)		—		—		—
Compensation related to share-based grants	—	—		4,569		—		—		4,569
Repurchase of shares to satisfy employee tax withholdings	(8)	—		(570)		—		—		(570)
Obligation for repurchase of shares to satisfy employee tax withholdings	(19)			(1,319)		—		—		(1,319)
Balance, April 1, 2023	9,089	91		203,427		(31,184)		438,415		610,749
Net income	—	—		—		—		24,466		24,466
Other comprehensive income	—	—		—		214		—		214
Vesting of restricted stock units	95	—		(1)		—		—		(1)
Compensation related to share-based grants	—	—		1,926		—		—		1,926
Repurchase of shares to satisfy employee tax withholdings	(24)	—		(2,071)		—		—		(2,071)
Obligation for repurchase of shares to satisfy employee tax withholdings	(10)	—		(913)		—		—		(913)
Common stock repurchase and retirement	(142)	(1)		(11,598)		—		—		(11,599)
Balance, July 1, 2023	9,008	$	90	$	190,770	$	(30,970)	$	462,881	$	622,771

There has been no activity for Preferred Stock.

See accompanying Notes.

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


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

Balance, July 1, 2023	9,008	90		190,770		(30,970)		462,881		622,771
Net income	—	—		—		—		24,382		24,382
Other comprehensive income	—	—		—		225		—		225
Vesting of restricted stock units	7	—		—		—		—		—
Compensation related to share-based grants	—	—		2,980		—		—		2,980
Repurchase of shares to satisfy employee tax withholdings	(3)	—		(281)		—		—		(281)
Obligation for shares repurchases not yet settled	(10)	—		(843)		—		—		(843)
Common stock repurchase and retirement	(206)	(2)		(17,720)		—		—		(17,722)


Balance, September 30, 2023	8,796	$	88	$	174,906	$	(30,745)	$	487,263	$	631,512

See accompanying Notes.

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BLUELINX HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended
	Nine Months Ended
	June 29, 2024		July 1, 2023
	September 28, 2024		September 30, 2023
Cash flows from operating activities:
Net income	$	3147,~~828~~844	$	4266,~~278~~660
Adjustments to reconcile net income to cash provided by operations:
Depreciation and amortization	1929,~~553~~083		1523,~~669~~758
Amortization of debt discount and issuance costs	~~660~~990		~~659~~989
Provision for deferred income taxes	(421)		550
Settlement of frozen defined benefit pension plan	(2,226)		—
Amortization of deferred gains from real estate	(1,968)		(1,968)
Provision for deferred income taxes	1,950		1,117
Share-based compensation	3,755		6,495
Amortization of deferred gains from real estate	(2,952)		(2,952)
Share-based compensation	6,941		9,475
Changes in operating assets and liabilities:
Accounts receivable	(4547,~~127~~413)		(4246,~~786~~013)
Inventories	~~(13~~3,~~935)~~097		~~105~~120,~~001~~151
Accounts payable	2027,~~123~~932		3849,~~504~~791
Other current assets	(9,~~612~~892)		(32,~~169)~~621
Other assets and liabilities	~~(188)~~11,080		(85,~~115)~~127
Net cash provided by operating activities	466,~~668~~434		~~153~~230,~~118~~724
Cash flows from investing activities:
Proceeds from sale of assets	~~274~~839		~~128~~191
Property and equipment investments	(1119,~~901~~830)		(1418,~~039~~938)
Net cash used in investing activities	(1118,~~627~~991)		(1318,~~911~~747)
Cash flows from financing activities:
Common stock repurchase and retirement	(1429,~~529~~982)		(1129,~~599~~321)
Repurchase of shares to satisfy employee tax withholdings	(23,~~452~~257)		(35,~~960~~157)
Principal payments on finance lease liabilities	(69,~~411~~666)		(46,~~266~~659)
Net cash used in financing activities	(2342,~~392~~905)		(1941,~~825~~137)
Net change in cash and cash equivalents	~~(30~~4,~~351)~~538		~~119~~170,~~382~~840
Cash and cash equivalents at beginning of period	521,743		298,943
Cash and cash equivalents at end of period	$	~~491~~526,~~392~~281	$	~~418~~469,~~325~~783
Supplemental cash flow information:
Interest paid during the period	$	2229,~~266~~147	$	2127,~~472~~948
Taxes paid during the period	$	2224,~~093~~224	$	1017,~~821~~682
Non-cash investing and financing activities:
Property and equipment acquired under finance leases	$	1116,~~150~~710	$	311,~~400~~277
Liabilities for properties and equipment investments	$	1,~~562~~013	$	—
Obligation for shares repurchases not yet settled	$	~~556~~—	$	~~913~~843

See accompanying Notes.

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BLUELINX HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 2928, 2024

(Unaudited)

1. Basis of Presentation

BlueLinx Holdings Inc., including consolidated subsidiaries (collectively, the “Company”), is a leading wholesale distributor of residential and commercial building products in the United States. The Company is a two-step distributor and purchases products from manufacturers and distributes those products to dealers and other suppliers in local markets, who then sell those products to end users. The Company carries a broad portfolio of both branded and private-label stock keeping units (“SKUs”) across two principal product categories: specialty products and structural products. Specialty products include items such as engineered wood, siding, moulding and millwork, outdoor living, specialty lumber and panels, and industrial products. Structural products include items such as lumber, plywood, oriented strand board, rebar, and remesh. The Company also provides a wide range of value-added services and solutions aimed at relieving distribution and logistics challenges for its customers and suppliers, while enhancing their marketing and inventory management capabilities.

The Company’s unaudited condensed consolidated financial statements and accompanying notes have been prepared using generally accepted accounting principles in the United States (“GAAP”) and the interim reporting guidance of the U.S. Securities and Exchange Commission (“SEC”). The Company is composed of a single reportable segment for financial reporting purposes. The Company’s consolidated balance sheet as of December 30, 2023 contained herein was derived from the audited consolidated balance sheet included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023 (the “2023 Form 10-K”), as filed with the Securities and Exchange Commission (“SEC”) on February 20, 2024. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the Company’s results of operations, financial position, and cash flows for the reporting periods presented.

The Company has condensed or omitted certain notes and other information from the unaudited condensed consolidated financial statements presented in this report. Therefore, these condensed financial statements and accompanying notes should be read in conjunction with the Company’s 2023 Form 10-K. The results for the three and ~~six~~nine months ended ~~June~~September 2928, 2024 are not necessarily indicative of results that may be expected for the full fiscal year ending December 28, 2024, or any other interim period.

The Company operates on a 5-4-4 fiscal calendar and its fiscal year ends on the Saturday closest to December 31st of each year and may comprise 53 weeks in certain years. Fiscal 2024 contains 52 weeks and will end on December 28, 2024. Fiscal 2023 contained 52 weeks and ended on December 30, 2023.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates based on assumptions about current and, for some estimates, future economic and market conditions, which affect reported amounts and related disclosures in the Company’s financial statements. Although current estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from management’s expectations, which could materially affect the Company’s results of operations and financial position.

Significant Accounting Policies

The Company has made no material changes to its significant accounting policies described in the notes to its consolidated financial statement included in its 2023 Form 10-K. The Company did not adopt any new accounting standards during the fiscal year ended December 30, 2023 or during the ~~six~~nine months ended ~~June~~September 2928, 2024.

Recent Accounting Pronouncements - Not Yet Adopted

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

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

Income Tax Disclosure Improvement. On December 14, 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation. They must also further disaggregate income taxes paid. The ASU’s disclosure requirements apply to all entities subject to Accounting Standards Codification (“ASC”) No. 740, Income Taxes (“ASC 740”). The overall objective of these disclosure requirements is for an entity, particularly an entity operating in multiple jurisdictions, to disclose sufficient information to enable users of financial statements to understand the nature and magnitude of factors contributing to the difference between the effective tax rate and the statutory tax rate. ASU 2023-09 will be effective for the Company for the fiscal 2025 annual reporting period. Since this new ASU addresses only disclosures, the Company does not expect the adoption of this ASU to have any material effects on its financial condition, results of operations or cash flows. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023-09.

2. Inventories

The Company’s inventories consist almost entirely of finished goods inventory, with a very limited amount of work-in-process inventory. The cost of all inventories is determined by the moving average cost method. The Company included all material charges directly incurred in bringing inventory to its existing condition and location, including the cost of inbound freight, volume incentives, inventory adjustments, tariffs, duties and other import fees. The Company evaluates its inventory value at the end of each quarter to ensure that inventory, when viewed by category, is carried at the lower -of -cost -and -net -realizable -value (“LCNRV”), which also considers items that may be considered damaged, excess, and obsolete inventory.

AsDuring the second quarter of ~~June 29,~~fiscal 2024, the Company recorded a ~~lower~~write-down of ~~cost~~$2.4 ~~and~~million ~~net~~to ~~realizable~~reflect ~~value~~the ~~provision~~LCNRV offor certain inventory related to its structural products. The $2.4 million aswrite-down awas ~~result~~due ofto ~~the~~declines ~~decrease~~ in wood-based commodity prices. During the ~~value~~third quarter of ~~the~~fiscal ~~Company’s~~2024, ~~structural~~substantially ~~lumber~~all of the inventory ~~related~~covered toby ~~the~~this ~~decline~~$2.4 inmillion ~~wood~~LCNRV write-~~based~~down ~~commodity~~was ~~prices~~sold, asthereby ofresulting ~~the~~in ~~end~~lower Costs of products sold by that same amount in the ~~reporting~~third ~~period~~quarter of fiscal 2024. AsThis ofadjustment ~~December 30,~~increased ~~2023,~~gross margin percentage for structural products in the ~~Company~~third ~~had~~quarter noof ~~such~~fiscal ~~inventory~~2024 ~~provision~~by 1.0 percent.

Substantially all of the amount reported in Cost of products sold on the Company’s consolidated statement of operations is composed of costs incurred to purchase inventory that is subsequently resold to customers, including costs related to import duties and tariffs. Import duties and tariffs are not typically passed through to customers as separately billed charges. Certain import duties are classified by the U.S. Department of Commerce (the “Commerce Department”) as “antidumping or countervailing duties,” and these duties may be subject to periodic review and adjustments by the Commerce Department through a process known as a trade remedy administrative review, which can result in both retroactive and prospective adjustments to duty rates. At the time of importation, the Company tenders antidumping duty and countervailing duty cash deposits (as use of that term has been defined by the Commerce Department) to the U.S. Customs and Border Protection (“U.S. Customs”) and accounts for duties and tariffs based on the then-current rates in effect, and records any retroactive adjustments in the period in which U.S. Customs determines final duty rates at the time entries subject to antidumping and countervailing duties liquidate (as use of that term has been defined by the Commerce Department), typically through the resolution of a trade remedy administrative review proceeding. During the ~~first~~three ~~quarter~~and ofnine ~~fiscal~~months ended September 28, 2024, the Company ~~received~~recognized refunds of $163.98 million and $20.7 million, respectively, plus interest of $0.7 million and $2.07 million, respectively, related to retroactive adjustments associated with certain antidumping duties for imported wood moulding and millwork products. The antidumping duty cash deposits were originally paid and accounted for by the Company in prior reporting periods at the then-current rates. Impacted inventories have since been sold. These adjustment amounts are reflected in Cost of products sold and Interest expense, net, respectively, on the Company’s unaudited condensed consolidated ~~statement~~statements of operations for ~~the six months ended June 29, 2024. See Note 9, Commitments and Contingencies, for disclosure concerning another matter related to import duties.~~

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the three and nine months ended September 28, 2024. See Note 9, Commitments and Contingencies, for disclosure concerning another matter related to import duties.

3. Goodwill and Intangible Assets, net

During the fiscal quarter and year-to-date period ended ~~June~~September 2928, 2024, the only change to the carrying values of Goodwill and Intangible assets, net, was the amortization of Intangible assets, all of which have definite lives. Amortization expense for intangible assets was $1.0 million and $23.0 million for the three and ~~six~~nine month periods ended ~~June~~September 2928, 2024, respectively. For the three and ~~six~~nine month periods ended ~~July~~September 130, 2023, amortization expense was $1.0 million and $23.12 million, respectively.

4. Revenue Recognition

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

Three Months Ended

~~Six~~Nine Months Ended

Product type

~~June~~September 2928, 2024

~~July~~September 130, 2023

~~June~~September 2928, 2024

~~July~~September 130, 2023

(In thousands)

Specialty products

~~539~~519,~~466~~000

~~570~~558,~~990~~851

1,~~043~~562,300

1,~~138~~697,~~828~~679

Structural products

228,~~897~~288

~~244~~251,~~977~~130

~~451~~679,~~307~~595

~~475~~726,~~043~~173

Total net sales

~~768~~747,~~363~~288

~~815~~809,~~967~~981

12,~~494~~241,~~607~~895

12,~~613~~423,~~871~~852

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

Three Months Ended

~~Six~~Nine Months Ended

Sales channel

~~June~~September 2928, 2024

~~July~~September 130, 2023

~~June~~September 2928, 2024

~~July~~September 130, 2023

(In thousands)

Warehouse and reload

~~629~~622,~~193~~981

~~695~~683,~~508~~072

1,~~220~~843,~~961~~942

12,~~382~~065,~~140~~212

Direct

~~155~~140,~~351~~505

~~135~~143,~~214~~026

~~305~~445,~~101~~606

~~262~~405,~~309~~335

Customer discounts and rebates

(16,~~181~~198)

(1416,~~755~~117)

(3147,~~455~~653)

(3046,~~578~~695)

Total net sales

~~768~~747,~~363~~288

~~815~~809,~~967~~981

12,~~494~~241,~~607~~895

12,~~613~~423,~~871~~852

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

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

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5. Debt and Finance Lease Obligations

As of ~~June~~September 2928, 2024, and December 30, 2023, debt and finance lease obligations consisted of the following:

	June 29, 2024		December 30, 2023
	September 28, 2024		December 30, 2023
	(In thousands)
Senior Secured Notes (“2029 Notes”) (1)	$	300,000	$	300,000
Revolving Credit Facility (2)	—		—
Finance lease obligations (3)	~~291~~293,~~338~~810		285,426
	591,338		585,426
	593,810		585,426
Unamortized debt issuance costs	(2,~~756~~629)		(3,246)
Unamortized bond discount costs	(2,~~841~~638)		(3,011)
	585,741		579,169
	588,543		579,169
Less: current portion of finance lease obligations	1112,~~132~~547		11,178
Total, net of current portion	$	~~574~~575,~~609~~996	$	567,991

(1) As of ~~June~~September 2928, 2024 and December 30, 2023, long-term debt was comprised of $300 million of Senior Secured Notes (“2029 Notes”) issued in October 2021. These notes are presented under the Long-term debt caption of the Company’s unaudited condensed consolidated balance sheets at $294.47 million and $293.7 million as of ~~June~~September 2928, 2024 and December 30, 2023, respectively. This balance sheet presentation is net of unamortized discount of $2.86 million and $3.0 million, respectively, and unamortized debt issuance costs of $2.86 million and $3.2 million, respectively, as of ~~June~~September 2928, 2024 and December 30, 2023. The Senior Secured Notes are presented in this table at their face value.

(2) Available borrowing capacity under the Revolving Credit Facility was $346.5 million as of ~~June~~September 2928, 2024 and December 30, 2023. The available borrowing capacity reflects undrawn letters of credit.

(3) Refer to Note 8, Leases, for interest rates associated with finance lease obligations. Amounts on this line include $125.1 million and $125.0 million as of ~~June~~September 2928, 2024 and December 30, 2023, respectively, for sale-leasebacks of real estate in fiscal 2019 and 2020 that did not qualify for sale treatment for accounting purposes.

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

Three Months Ended

~~Six~~Nine Months Ended

June 29, 2024

July 1, 2023

June 29, 2024

July 1, 2023

September 28, 2024

September 30, 2023

September 28, 2024

September 30, 2023

(In thousands)

Interest expense

11,~~180~~668

11,~~286~~394

2435,~~290~~958

2233,~~583~~977

Interest income

67,~~380~~049

45,~~976~~817

1421,~~865~~914

814,~~585~~402

Interest expense, net

4,~~801~~619

65,~~311~~577

914,~~425~~044

1319,~~998~~575

Interest expense for the reporting periods presented in the above table primarily reflects interest expense for the 2029 Notes, interest expense on finance lease obligations, certain ongoing fees for the Revolving Credit Facility that are classified as interest expense, amortization of debt issuance costs for the 2029 Notes and Revolving Credit Facility, and amortization of original-issue bond discount on the 2029 Notes. Total amortization of debt issuance costs and bond discount costs was $0.3 million and $01.70 million for the three and ~~six~~nine months ended ~~June~~September 2928, 2024, respectively, and $0.3 million and $01.70 million for the three and ~~six~~nine months ended ~~July~~September 130, 2023, respectively. Interest expense for the ~~three~~nine ~~and six~~ months ended ~~June~~September 2928, 2024 also includes ~~a credit of~~ $~~0.4 million and expense of $~~1.2 million, ~~respectively,~~ for estimated interest expense related to import duties that the Company believes it may owe (see Note 9, Commitments and Contingencies).

Interest income for the reporting periods presented in the above table primarily reflects interest earned on the Company’s cash and cash equivalents. Interest income for the ~~six~~three and nine months ended ~~June~~September 2928, 2024 also includes $2.0.7 million ~~received~~and ~~with~~$2.7 ~~refunds~~million, inrespectively, ~~the~~on ~~first~~refunds ~~quarter~~approved ofin fiscal 2024 from U.S. Customs for anti-dumping import duties (see Note 2, Inventories).

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2029 Notes

Interest expense, excluding amortization of debt issuance costs and bond discount, for the 2029 Notes totaled $4.5 million and $913.05 million for the three and ~~six~~nine months ended ~~June~~September 2928, 2024, respectively, and $4.5 million and $913.05 million for the three and ~~six~~nine months ended ~~July~~September 130, 2023, respectively. The 2029 Notes pay interest at a fixed annual rate of 6.0 percent through maturity.

Revolving Credit Facility

As of ~~June~~September 2928, 2024 and December 30, 2023, the Company had zero outstanding borrowings under the Revolving Credit Facility. Available borrowing capacity, reduced for undrawn letters of credit, under the Revolving Credit Facility was $346.5 million as of ~~June~~September 2928, 2024 and December 30, 2023. Excess availability, which includes availability under the Revolving Credit Facility plus cash and cash equivalents in qualified deposit accounts, was $~~837~~872.98 million and $868.2 million as of ~~June~~September 2928, 2024 and December 30, 2023, respectively.

Debt Covenants

The Revolving Credit Facility and the 2029 Notes contain various covenants and restrictions, including customary financial covenants. The Company was in compliance with all such covenants as of ~~June~~September 2928, 2024 and December 30, 2023. The Company’s right to make draws on the Revolving Credit Facility may be conditioned upon, among other things, compliance with these covenants. These covenants also limit the Company’s ability to, among other things: incur additional debt; grant liens on assets; make investments; repurchase stock; pay dividends and make distributions; sell or acquire assets, including certain real estate assets, outside the ordinary course of business; engage in transactions with affiliates; and make fundamental business changes.

Finance Lease Obligations

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

6. Net Periodic Pension Cost (Benefit)

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

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

The Company incurred the following net periodic pension (benefit) cost for the following periods:


	Three Months Ended				Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
	(In thousands)
Service cost (1)	$	—	$	—	$	—	$	—
Interest cost on projected benefit obligation	—		1,105		—		3,314
Expected return on plan assets	—		(812)		—		(2,437)
Amortization of unrecognized gain	—		301		—		905
Settlement loss adjustment(2)	(2,226)		—		(2,226)		—
Net periodic pension (benefit) cost	$	(2,226)	$	594	$	(2,226)	$	1,782

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

~~The~~(2) ~~net~~Represents ~~periodic~~an ~~pension~~adjustment ~~cost~~for isthe ~~included~~settlement incharge ~~other~~originally ~~expense,~~recognized ~~net~~during in the ~~Company’s~~fourth ~~unaudited~~quarter ~~condensed~~of ~~consolidated~~fiscal ~~statement~~2023 related to settlement of ~~operations~~the ~~and~~Company’s ~~comprehensive~~frozen ~~income.~~defined benefit pension plan.

7Net periodic pension cost is included in Other expense, net in the Company’s unaudited condensed consolidated statement of operations and comprehensive income. However, ~~Share-Based~~the ~~Compensation~~settlement charge and related adjustments are reported on a separate line

During the three and six months ended June 29, 2024, the Company incurred stock compensation expense of $1.4 million and $3.8 million, respectively. Expense in the three and six months ended June 29, 2024 included a credit of $1.7 million related to 10

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~~cumulative~~under ~~adjustments~~Non-operating ~~for~~expenses ~~certain unvested restricted stock unit grants that were granted in June 2022 and are subject to vesting based, in part,~~ on ~~performance~~the ~~criteria~~Company’s ~~that~~unaudited ~~are~~condensed ~~not~~consolidated ~~expected,~~statement as of ~~June 29,~~operations ~~2024,~~and tocomprehensive ~~be fully achieved before the end of the vesting period~~income.

~~As of June 29, 2024, unearned compensation for share-based grants was $27~~7.1 ~~million, with $16.6 million of this amount associated with grants made in the first six months of fiscal 2024. Under the Company’s 2021 BlueLinx Holdings, Inc. 2021 Long~~Share-~~Term~~Based ~~Incentive Plan as of June 29, 2024, 482,563 shares of common stock remain available for future issuance pursuant to equity-based compensation awards.~~Compensation

~~For~~During the three and ~~six~~nine months ended ~~July~~September 128, ~~2023~~2024, the Company incurred stock compensation expense of $13.92 million and $6.59 million, respectively. ~~This~~Expense ~~expense~~in ~~included~~the ~~expense~~nine ~~for~~months ~~the~~ended ~~acceleration~~September 28, 2024 included a credit of ~~unrecognized~~$1.7 ~~compensation~~million ~~cost~~(recognized in ~~conjunction~~fiscal ~~with~~second quarter 2024) related to cumulative adjustments for certain ~~changes~~unvested restricted stock unit grants that were granted in June 2022 and are subject to vesting based, in part, on performance criteria that are not expected, as of September 28, 2024, to be fully achieved before the ~~Company’s~~end ~~executive~~of ~~management.~~the vesting period on June 28, 2025.

As of September 28, 2024, unearned compensation for share-based grants was $23.0 million, with $14.2 million of this amount associated with grants made in the first nine months of fiscal 2024. Under the Company’s 2021 BlueLinx Holdings, Inc. 2021 Long-Term Incentive Plan as of September 28, 2024, 506,044 shares of common stock remain available for future issuance pursuant to equity-based compensation awards.

For the three and nine months ended September 30, 2023, the Company incurred stock compensation expense of $3.0 million and $9.5 million, respectively. This expense included expense for the acceleration of unrecognized compensation cost in conjunction with certain changes in the Company’s executive management.

8. Leases

The Company has operating and finance leases for certain of its distribution facilities, office space, land, mobile fleet, and equipment. Many of these leases are non-cancelable and typically have a defined initial lease term, and some provide options to renew at the Company’s election for specified periods of time. The majority of these leases have remaining lease terms of one to 15 years, some of which include one or more options to extend the leases for typically five years. The Company’s leases generally provide for fixed annual rentals. Certain leases include provisions for escalating rent based on, among other things, contractually defined increases and/or changes in the Consumer Price Index (“CPI”). The known changes to lease payments are included in the lease liability at lease commencement. Unknown changes related to CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred. In addition, a subset of vehicle lease cost is considered variable. Some leases require the Company to pay taxes, insurance, and maintenance expenses associated with the leased assets. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company determines if an arrangement is a lease at inception and assesses lease classification as either operating or finance at lease inception or modification. Operating lease right-of use (“ROU”) assets and liabilities are presented separately on the Company’s consolidated balance sheets. Finance lease ROU assets are included in property and equipment and the finance lease obligations are presented separately in the Company’s consolidated balance sheets. When a lease does not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of future payments. The Company has also made the accounting policy election to not separate lease components from non-lease components related to the mobile fleet asset class.

The Company’s finance lease liabilities consist of leases related to equipment and vehicles, and real estate. A majority of the Company’s finance leases relate to real estate. During fiscal 2017 and fiscal 2018, the Company entered into real estate financing transactions on certain of its warehouse facilities. These transactions were completed pursuant to sale-leaseback arrangements, and upon their completion, the Company entered into long-term leases on the properties having renewal options. The Company accounted for these transactions in accordance with the ASC 840, Leases, which was the lease accounting standard in effect for the Company at the inception of these arrangements. The Company recorded these transactions as finance lease liabilities on its consolidated balance sheet. Gains on these sale-leaseback transactions were deferred and are being recognized into the Company’s earnings. As of ~~June~~September 2928, 2024 and December 30, 2023, the remaining unrecognized deferred gains related to these transactions were $68.62 million and $70.5 million, respectively, and these deferred gains are being recognized in earning on a straight-line basis. During the three months ended ~~June~~September 2928, 2024 and ~~July~~September 130, 2023, the Company recognized $1.0 million and $1.0 million, respectively, of these deferred gains in each quarter. In the ~~six~~nine months ended ~~June~~September 2928, 2024 and ~~July~~September 130, 2023, the Company recognized $23.0 million and $23.0 million, respectively, of these deferred gains in each period.

The following table presents the assets and liabilities related to the Company’s leases as of ~~June~~September 2928, 2024 and December 30, 2023:

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Lease Assets and Liabilities

~~June~~September 2928, 2024

December 30, 2023

(In thousands)

Assets

Classification

Operating lease right-of-use assets

4445,~~418~~647

37,227

Finance lease right-of-use assets (1)

Property and equipment, net

~~139~~136,~~378~~958

138,357

Total lease right-of-use assets

~~183~~182,~~796~~605

175,584

Liabilities

Current portion:

Operating lease liabilities

Operating lease liabilities - current

8,~~460~~276

6,284

Finance lease liabilities

Finance lease liabilities - current

1112,~~132~~547

11,178

Non-current portion:

Operating lease liabilities

Operating lease liabilities - noncurrent

3738,~~369~~752

32,519

Finance lease liabilities

Finance lease liabilities - noncurrent

~~280~~281,~~206~~263

274,248

Total lease liabilities

~~337~~340,~~167~~838

324,229

(1) Finance lease right-of-use assets are presented net of accumulated amortization of $~~107~~111.04 million and $102.9 million as of ~~June~~September 2928, 2024 and December 30, 2023, respectively.

The components of lease expense were as follows:

	Three Months Ended				~~Six~~Nine Months Ended
Components of lease expense	~~June~~September 2928, 2024		~~July~~September 130, 2023		~~June~~September 2928, 2024		~~July~~September 130, 2023
	(In thousands)
Operating lease expense:
Operating lease expense before subleases income	$	2,633	$	3,116	$	5,079	$	6,034
Operating lease expense before sublease income	$	2,886	$	2,755	$	7,965	$	8,789
Sublease income	(~~887~~900)		(~~835~~1,062)		(12,~~748~~648)		(12,~~413~~475)
Operating lease expense	$	1,~~746~~986	$	21,~~281~~693	$	35,~~331~~317	$	46,~~621~~314
Finance lease expense:
Amortization of right-of-use assets	$	54,~~026~~716	$	45,~~693~~408	$	914,~~762~~478	$	612,~~782~~190
Interest on lease liabilities	6,~~410~~407		6,~~037~~077		1219,~~701~~108		1218,~~081~~158
Total finance lease expense	$	11,~~436~~123	$	1011,~~730~~485	$	2233,~~463~~586	$	1830,~~863~~348

Supplemental cash flow information related to leases is as follows:

Three Months Ended

~~Six~~Nine Months Ended

Cash flow information

~~June~~September 2928, 2024

~~July~~September 130, 2023

~~June~~September 2928, 2024

~~July~~September 130, 2023

(In thousands)

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows, operating leases

2,~~693~~930

32,~~133~~367

58,~~202~~132

68,~~591~~958

Operating cash flows, finance leases

6,~~410~~407

6,~~037~~077

1219,~~701~~108

1218,~~081~~158

Financing cash flows, finance leases

3,~~339~~255

2,~~133~~393

69,~~411~~666

46,~~266~~659

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

Three Months Ended

~~Six~~Nine Months Ended

Non-cash information

~~June~~September 2928, 2024

~~July~~September 130, 2023

~~June~~September 2928, 2024

~~July~~September 130, 2023

(In thousands)

Right-of-use assets obtained in exchange for lease obligations

Operating leases

83,~~132~~183

—

814,~~132~~515

—

Finance leases

25,~~973~~560

37,~~400~~877

1116,~~150~~710

311,~~400~~277

Supplemental balance sheet information related to leases is as follows:

Balance Sheet Information	~~June~~September 2928, 2024			December 30, 2023
	($ in thousands)
Finance leases
Property and equipment	$	~~246~~248,~~393~~322		$	241,276
Accumulated depreciation	(~~107~~111,~~015~~364)			(102,919)
Property and equipment, net	$	~~139~~136,~~378~~958		$	138,357
Weighted Average Remaining Lease Term (in years)
Operating leases	8.2844			8.88
Finance leases	1817.1487			19.94
Weighted Average Discount Rate
Operating leases	8.2018		%	8.74		%
Finance leases	8.8680		%	8.84		%

The major categories of the Company’s obligations under finance leases as of September 28, 2024 and December 30, 2023 are as follows:

Category	~~June~~September 2928, 2024		December 30, 2023
	(In thousands)
Equipment and vehicles	$	4750,~~979~~752	$	42,252
Real estate(1)	243,~~359~~058		243,174
Total finance leases	$	~~291~~293,~~338~~810	$	285,426

(1)Amounts include $125.1 million and $125.0 million as of ~~June~~September 2928, 2024 and December 30, 2023, respectively, for sale-leasebacks of real estate in fiscal 2019 and 2020 that did not qualify for sale treatment for accounting purposes.

Below is a summary of undiscounted finance and operating lease liabilities that have initial terms in excess of one year as of ~~June~~September 2928, 2024. The table also includes a reconciliation of the future undiscounted cash flows to the present value of the finance and operating lease liabilities included in the unaudited condensed consolidated balance sheet, including options to extend lease terms that are reasonably certain of being exercised.

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Fiscal Year:	Operating Leases		Finance Leases
	(In thousands)
2024	$	52,~~691~~932	$	199,~~572~~999
2025	1011,~~703~~074		3537,~~856~~057
2026	78,~~747~~089		3940,~~284~~487
2027	67,~~796~~138		3334,~~697~~900
2028	6,~~572~~885		3335,~~787~~093
Thereafter	2730,~~553~~713		~~502~~504,~~313~~048
Total lease payments	$	6566,~~062~~831	$	~~664~~661,~~509~~584
Less: imputed interest	(19,~~233~~803)		(~~373~~367,~~171~~774)
Total	$	4547,~~829~~028	$	~~291~~293,~~338~~810

9. Commitments and Contingencies

Regulatory Matters

Government and regulatory agencies may have the ability to conduct routine audits and periodic examinations of, and administrative proceedings regarding, the Company’s business operations. As previously disclosed, U.S. Customs gathered initial information from the Company under routine audit procedures, and the information indicated that the Company potentially underpaid duties in prior periods arising from certain classification discrepancies for products imported into the United States as separately entered shipments. In working with U.S. Customs, the Company has exercised reasonable care to address this matter in an equitable and expeditious manner through the filing of a prior disclosure submission with U.S. Customs. As of ~~June~~September 2928, 2024, the Company estimates that it will be required to pay approximately $78.70 million, excluding any interest. This amount is reflected in Other current liabilities on the Company’s unaudited condensed consolidated balance sheet as of ~~June~~September 2928, 2024. On the Company’s unaudited condensed consolidated statements of operations, aexpense of $100.43 million ~~estimate~~and ~~was accrued for this matter during the first quarter of 2024~~$8.0 ~~Due~~million, toexcluding ~~a change in estimate~~interest, ~~this amount~~ was ~~adjusted~~recognized byfor ~~$2.7~~this ~~million~~matter in the ~~second~~three ~~quarter~~and ofnine months ended September 28, 2024, ~~for~~respectively, awithin ~~net~~Cost of ~~expense~~products ~~of $7~~sold.7 ~~million in the six months ended June 29, 2024.~~ See Note 2, Inventories, for disclosure concerning another matter related to import duties.

Environmental Matters

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

Collective Bargaining Agreements

As of ~~June~~September 2928, 2024, approximately 1918.4 percent of the Company’s employees were represented by various local labor unions with terms and conditions of employment governed by collective bargaining agreements (“CBAs”). ~~Three~~Two CBAs covering approximately 21.2%3 percent percent of the Company’s employees are up for renewal induring the remainder of fiscal 2024, ~~of which one has already been renegotiated~~ and ~~two~~ are expected to be renegotiated before their renewal dates.

10. Accumulated Other Comprehensive Loss

As of ~~June~~September 2928, 2024 and December 30, 2023, the Company had no accumulated other comprehensive income or loss. For changes in accumulated other comprehensive loss during the three and ~~six~~nine months ended ~~July~~September 130, 2023, see the unaudited condensed consolidated statements of operations and comprehensive income included in this Form 10-Q. As of ~~July~~September 130, 2023, the components of accumulated other comprehensive loss were as follows:

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	DefinedBenefit PensionPlan, net of tax		Other,net of tax		Total Accumulated Other Comprehensive Loss
	(In thousands)
July 1, 2023 balances	$	(32,211)	$	1,241	$	(30,970)
September 30, 2023 balances	$	(31,986)	$	1,241	$	(30,745)

11. Income Taxes

Effective Income Tax Rate

The Company’s effective income tax rates for the three months ended ~~June~~September 2928, 2024 and ~~July~~September 130, 2023 were 2426.70 percent and 2427.02 percent, respectively. The Company’s effective income tax rates for the ~~six~~nine months ended ~~June~~September 2928, 2024 and ~~July~~September 130, 2023 were 24.49 percent and 25.19 percent, respectively.

The Company’s effective income tax rates for the three and ~~six~~nine months ended ~~June~~September 2928, 2024 and ~~July~~September 130, 2023 were impacted by the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation, partially offset by a partial release of a valuation allowance for deferred income tax assets, ~~and from~~ the vesting of restricted stock units, and the return-to-provision adjustment associated with the most recently filed U.S. Federal income tax return.

The Company’s effective income tax rates for the three and ~~six~~nine months ended ~~July~~September 130, 2023 were impacted by state taxes as well as the permanent addback of certain nondeductible expenses, including ~~meals and entertainment and~~ executive compensation, offset by a benefit from the vesting of restricted stock units.

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

For additional information about the Company’s income taxes, see Note 7, Income Taxes, to the consolidated financial statements included in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023.

12. Earnings Per Share and Stockholders' Equity

The Company calculates basic earnings per share by dividing net income for the period by the weighted average number of shares of common stock outstanding for the period. For rounding purposes when calculating earnings per share, the Company’s policy is to round down to the whole cent.

The Company calculates diluted earnings per share using the treasury stock method whereby net income for the period is divided by the weighted average number of shares of common ~~shares~~stock outstanding for the period including the dilutive effect, if any, of shares of stock associated with unvested share-based grants. However, for share-based grants that vest in whole or in part based on performance metrics, their dilutive effect is included only after the performance metrics have been achieved.

The reconciliations of basic net income and diluted earnings per common share for the three and ~~six~~nine month periods ended ~~June~~September 2928, 2024 and ~~July~~September 130, 2023 are as follows:

Three Months Ended

~~Six~~Nine Months Ended

June 29, 2024

July 1, 2023

June 29, 2024

July 1, 2023

September 28, 2024

September 30, 2023

September 28, 2024

September 30, 2023

Net income (in thousands)

1416,~~336~~016

24,~~466~~382

3147,~~828~~844

4266,~~278~~660

Weighted-average shares outstanding - Basic

8,~~644~~496,~~839~~383

98,~~040~~935,~~146~~851

8,~~640~~622,~~976~~616

9,~~034~~009,~~240~~812

Dilutive effect of share-based awards

4031,~~789~~927

1634,~~954~~343

3824,~~550~~015

1617,~~412~~646

Weighted-average shares outstanding - Diluted

8,~~685~~528,~~628~~310

98,~~057~~970,~~100~~194

8,~~679~~646,~~526~~631

9,~~050~~027,~~652~~458

Basic earnings per share

1.6588

2.7072

35.6854

47.6739

Diluted earnings per share

1.6587

2.7071

35.6653

47.6738

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During the three and ~~six~~nine months ended ~~June~~September 2928, 2024, unvested time-based restricted stock units totaling 236,~~627~~299 and 21,~~488~~644, respectively, and unvested performance-based restricted stock units totaling ~~145~~139,~~219~~654 for both periods were outstanding but not included in the computation of diluted earnings per share for the respective periods. During the three and ~~six~~nine months ended ~~July~~September 130, 2023, unvested time-based restricted stock units totaling 103,~~775~~152 and ~~125~~161,~~360~~572, respectively, and unvested performance-based restricted stock units totaling ~~115~~112,~~954~~252 for both periods were outstanding but not included in the computation of diluted earnings per share for the respective periods. Each restricted stock unit is composed of one unvested share of the Company’s common stock.

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

Repurchases of Common Stock

2023 Authorization

On October 31, 2023, the Company’s board of directors authorized a new share repurchase program for $100 million. Under the new share repurchase program, the Company may repurchase its common stock from time to time, without prior notice, subject to prevailing market conditions and other considerations. Repurchases may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, accelerated share repurchase programs, tender offers or pursuant to a trading plan that may be adopted in accordance with the Securities and Exchange Commission Rule 10b5-1.

During the three and nine months ended ~~March~~September 3028, 2024, the Company ~~did~~repurchased ~~not~~145,548 ~~repurchase~~shares ~~any of its common stock. During the three~~ and ~~six months ended June 29~~297,951 ~~2024~~shares, ~~the Company repurchased 152~~respectively,~~403~~ ~~shares~~ of its common stock at ana weighted-average average price of $98103.2808 and $100.63, respectively, including broker commissions but excluding ~~any~~federal excise tax ~~that may be due~~ on the repurchases, for a total of $15.0 million and $30.0 million, respectively. These amounts are based on trade date activity, while the amounts reported on the Company’s consolidated statements of cash flows for share repurchases are based on settlement date activity. As of ~~June~~September 2928, 2024, there remained $7661.5 million repurchase capacity under this authorization.

Between ~~June~~September 2928, 2024 and ~~July 26~~October 25, 2024, the Company purchased an additional 5843,~~715~~240 shares of its common stock for $64.06 million at ana weighted-average share price of $~~102~~106.7534 per share, including broker commissions but excluding ~~any~~federal excise tax ~~that may be~~ due on the repurchases.

2021/2022 Authorization

On August 23, 2021, the Company’s board of directors approved a stock repurchase program that authorized the Company to repurchase up to $25.0 million of its common stock. On May 3, 2022, the Company’s board of directors increased the share repurchase authorization to $100 million. During the three and nine months ended ~~April~~September 130, 2023, the Company ~~did~~repurchased ~~not~~216,507 ~~repurchase any~~ shares ~~of its common stock under the 2021/2022 authorization. During the three~~ and ~~six months ended July 1~~358,212 ~~2023~~shares, ~~the Company repurchased 141~~respectively,~~705~~ ~~shares~~ of its common stock under the 2021/2022 authorization at ana weighted-average price of $8184.3693, and $83.52, respectively, including broker commissions but excluding ~~any~~federal excise tax ~~due~~ on the repurchases, for a total cash of $11.5 million and $29. ~~Between~~9 ~~fiscal~~million, ~~July~~respectively. ~~2023~~These ~~and~~amounts are based on trade date activity, while the amounts reported on the Company’s consolidated statements of cash flows for share repurchases are based on settlement date activity. During fiscal October 2023, the Company exhausted the remaining available capacity of $223.07 million under the 2021/2022 authorization.

13. Fair Value Disclosures

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

As of ~~June~~September 2928, 2024 and December 30, 2023, the fair value of the 2029 Notes was approximately $~~279~~290 million and $273 million, respectively, which were estimated from inputs that are designated as Level 2 in the fair value hierarchy. The Company’s valuation technique is based primarily on observable market prices in less active markets.

The fair value of cash, cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate the carrying values as of ~~June~~September 2928, 2024 and December 30, 2023 because of the short-term nature of these instruments.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q (“Quarterly Report” or “Form 10-Q”) contains forward-looking statements. Forward-looking statements include, without limitation, any statements that predict, forecast, indicate or imply future results, performance, liquidity levels or achievements, and may contain the words “believe,” “anticipate,” “could,” “expect,” “estimate,” “intend,” “may,” “project,” “plan,” “should,” “will,” “will be,” “will likely continue,” “will likely result” “would,” or words or phrases of similar meaning. Forward-looking statements are based on estimates and assumptions made by our management that, although believed by us to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties that may cause our business, strategy, or actual results to differ materially from the forward-looking statements. The forward-looking statements in this report include, without limitation, statements about anticipated effects of adopting certain accounting standards; estimated future annual amortization expense; estimates made in connection with revenue recognition; the expected outcome of legal proceedings; the expected outcome of government and regulatory proceedings; industry conditions; seasonality; liquidity and capital resources; our confidence in the Company’s long-term growth strategy; our areas of focus and management initiatives; the demand outlook for construction materials and expectations regarding new home construction, repair and remodel activity and continued investment in existing and new homes; our positioning for long-term value creation; our efforts and ability to generate profitable growth; our ability to increase net sales in specialty product categories; our ability to generate profits and cash from sales of specialty products; our ability to effectively manage inventory; our ability to manage our lease commitments; our ability to negotiate collective bargaining agreements; our multi-year capital allocation plans; our ability to manage volatility in wood-based commodities; our improvement in execution and productivity; our efforts and ability to maintain a disciplined capital structure and capital allocation strategy; our ability to maintain a strong balance sheet; our ability to focus on operating improvement initiatives and commercial excellence; and whether or not the Company will continue any share repurchases.

These risks and uncertainties also include those discussed under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 30, 2023, those discussed elsewhere in this Form 10-Q, and in future reports that we file with the SEC.

We operate in a changing environment in which new risks can emerge from time to time. It is not possible for management to predict all of these risks, nor can it assess the extent to which any factor, or a combination of factors, may cause our business, strategy, or actual results to differ materially from those contained in forward-looking statements. Given these risks and uncertainties, we caution you not to place undue reliance on forward-looking statements. We expressly disclaim any obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.

The following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information included in this Form 10-Q and in our Annual Report on Form 10-K for fiscal year 2023.

In addition to historical information, the following discussion and other parts of this Form 10-Q contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by this forward-looking information due to the factors discussed under Item 1A “Risk Factors” in our Form 10-K for fiscal 2023 and under “Cautionary Statement Concerning Forward-Looking Statements” in Item 2 of this Form 10-Q.

Our Culture, Values and Management Focus

We remain committed to driving a culture of profitable growth within new and existing product lines and geographies, while positioning the Company for long-term value creation. The following initiatives represent key areas of our management team’s focus:

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

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

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

3.Maintain a disciplined capital structure and pursue strategic investments that increase the value of the Company. The Company continues to strategically target acquisition opportunities that grow its specialty products business, expand its geographic reach, or complement its existing capabilities. The Company also continues to identify markets that are potential opportunities for new market development. The Company further seeks to maintain a disciplined capital structure while at the same time investing in its business to modernize its distribution facilities, as well as its tractor and trailer fleet, and to improve operational performance. During the ~~first~~nine ~~half~~months ofended September 28, 2024, we engaged in the following transactions:

•Used cash of $1119.98 million and entered into $1116.27 million of finance leases to enhance our facilities and fleet.

•Returned capital of $1530.0 million to our shareholders by using cash to purchase ~~152~~297,~~403~~951 shares of our common stock at an average price of $98100.2863.

Our culture is guided by an unwavering commitment to apply our values to every decision we make and every action we take:

•Customer Centric - We put our customers first, so we are customer centric in all that we do.

•Integrity - We act with integrity, because doing the right thing is critical to our success.

•Respect - We treat everyone with dignity and respect.

•Grit - We show grit in the face of changing landscapes.

•Collaboration - We collaborate with each other and our customers to build great teams and construct innovative solutions.

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

Factors That Affect Our Operating Results and Trends

Our results of operations and financial performance are influenced by a variety of factors, including the following: housing market conditions; pricing and product cost variability; volumes of product sold; competition; the cyclical nature of the industry in which we operate; consolidation among competitors, suppliers, and customers; disintermediation risk; loss of products or key suppliers and manufacturers; our dependence on international suppliers and manufacturers for certain products; effective inventory management relative to our sales volume or the prices of the products we produce; business disruptions; potential acquisitions and the integration and completion of such acquisitions; information technology security risks and business interruption risks; the ability to attract, train, and retain highly qualified associates and other key personnel while controlling related labor costs; exposure to product liability and other claims and legal proceedings related to our business and the products we distribute; natural disasters, catastrophes, fire, wars or other unexpected events; the impacts of climate change; successful implementation of our strategy; wage increases or work stoppages by our union employees; costs imposed by federal, state, local, and other regulations; compliance costs associated with federal, state, and local environmental protection laws; the effects of epidemics, global pandemics or other widespread public health crises and governmental rules and regulations; fluctuations in our operating results; our level of indebtedness and our ability to incur additional debt to fund future needs; the covenants of the instruments governing our indebtedness limiting the discretion of our management in operating the business; the potential to incur more debt; the fact that we have consummated certain sale leaseback transactions with resulting long-term non-cancelable leases, many of which are or will be finance leases; the fact that we lease many of our distribution centers, and we would still be obligated under these leases even if we close a leased distribution center; inability to raise funds necessary to finance a required repurchase of our senior secured notes; a lowering or withdrawal of debt ratings; changes in our product mix; increases in fuel and other energy prices or availability of third-part freight providers; changes in insurance-related deductible/retention liabilities based on actual loss development experience; the possibility that the value of our deferred tax assets could become impaired; changes in our expected annual effective tax rate could be volatile; the costs and liabilities related to our participation in multi-employer pension plans could increase; the risk that our cash flows and capital resources may be insufficient to service our existing or future indebtedness; interest rate risk, which could cause our debt service obligations to increase; and changes

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in, or interpretation of, accounting principles. These factors, and the related trends and uncertainties, have historically produced cyclicality in our results of operations, and we expect this cyclicality to continue in future periods.

For more information on the risk factors impacting our business, refer to Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year 2023.

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Results of Operations

Our results of operations for the three months ended ~~June~~September 2928, 2024 (“~~second~~third quarter of fiscal 2024”) and for the three months ended ~~July~~September 130, 2023 (“~~second~~third quarter of fiscal 2023”) were as follows:

	Three Months Ended June 29, 2024		% ofNetSales	Three Months Ended July 1, 2023		% ofNetSales
	Three Months Ended September 28, 2024		% ofNetSales	Three Months Ended September 30, 2023		% ofNetSales
	($ amounts in thousands)
Net sales	$	~~768~~747,~~363~~288		$	~~815~~809,~~967~~981
Gross profit	~~122~~125,~~444~~669		1516.98%	~~135~~139,~~803~~246		1617.62%
Selling, general, and administrative	8992,~~453~~210		1112.63%	8891,~~750~~354		1011.93%
Depreciation and amortization	109,~~120~~530		1.3%	78,~~951~~089		1.0%
Amortization of deferred gains on real estate	(984)		(0.1)%	(984)		(0.1)%
Other operating expenses	8		0.0%	993		0.1%
Other operating expenses, net	888		0.1%	1,131		0.1%
Operating income	2324,~~847~~025		3.12%	39,~~093~~656		4.89%
Interest expense, net	4,~~801~~619		0.6%	65,~~311~~577		0.87%
Other expense, net	—		0.0%	594		0.1%
Settlement of defined benefit pension plan	(2,226)		(0.3)%	—		—%
Income before provision for income taxes	19,046		2.5%	32,188		3.9%
Other expense, net	—		—%	594		0.1%
Provision for income taxes	4,710		0.6%	7,722		0.9%
Income before provision for income taxes	21,632		2.9%	33,485		4.1%
Net income	$	14,336	1.9%	$	24,466	3.0%
Provision for income taxes	5,616		0.8%	9,103		1.1%
Net income	$	16,016	2.1%	$	24,382	3.0%

Our results of operations for the ~~six~~nine months ended ~~June~~September 2928, 2024 (“first ~~six~~nine months of fiscal 2024”) and for the ~~six~~nine months ended ~~July~~September 130, 2023 (“first ~~six~~nine months of fiscal 2023”) were as follows:

	Six Months Ended June 29, 2024		% ofNetSales	Six Months Ended July 1, 2023		% ofNetSales
	Nine Months Ended September 28, 2024		% ofNetSales	Nine Months Ended September 30, 2023		% ofNetSales
	($ amounts in thousands)
Net sales	$	12,~~494~~241,~~607~~895		$	12,~~613~~423,~~871~~852
Gross profit	~~250~~375,~~125~~794		16.78%	~~269~~408,~~342~~588		16.79%
Selling, general, and administrative	~~180~~272,~~703~~913		12.12%	~~179~~271,~~924~~278		11.12%
Depreciation and amortization	1929,~~553~~083		1.3%	1523,~~669~~758		1.0%
Amortization of deferred gains on real estate	(12,~~968~~952)		(0.1)%	(12,~~968~~952)		(0.1)%
Other operating expenses	322		0.0%	4,109		0.3%
Other operating expenses, net	1,210		0.1%	5,240		0.2%
Operating income	5175,~~515~~540		3.4%	71111,~~608~~264		4.46%
Interest expense, net	914,~~425~~044		0.6%	1319,~~998~~575		0.98%
Other expense, net	—		0.0%	1,188		0.1%
Settlement of defined benefit pension plan	(2,226)		(0.1)%	—		—%
Income before provision for income taxes	42,090		2.8%	56,422		3.5%
Other expense, net	—		—%	1,782		0.1%
Provision for income taxes	10,262		0.7%	14,144		0.9%
Income before provision for income taxes	63,722		2.8%	89,907		3.7%
Net income	$	31,828	2.1%	$	42,278	2.6%
Provision for income taxes	15,878		0.7%	23,247		1.0%
Net income	$	47,844	2.1%	$	66,660	2.8%

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The following table sets forth net sales by product category:

	Three Months Ended						~~Six~~Nine Months Ended
	June 29, 2024			July 1, 2023			June 29, 2024			July 1, 2023
	September 28, 2024			September 30, 2023			September 28, 2024			September 30, 2023
Net sales by product category	($ amounts in thousands)
Specialty products	$	~~539~~519,~~466~~000		$	~~570~~558,~~990~~851		$	1,~~043~~562,300		$	1,~~138~~697,~~828~~679
Structural products	228,~~897~~288			~~244~~251,~~977~~130			~~451~~679,~~307~~595			~~475~~726,~~043~~173
Total net sales	$	~~768~~747,~~363~~288		$	~~815~~809,~~967~~981		$	12,~~494~~241,~~607~~895		$	12,~~613~~423,~~871~~852
Percentage of total net sales by product category
Specialty products	7069.25		%	7069.0		%	69.87		%	70.60		%
Structural products	2930.85		%	3031.0		%	30.23		%	2930.40		%
Total net sales	100.0		%	100.0		%	100.0		%	100.0		%

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

	Three Months Ended						~~Six~~Nine Months Ended
	June 29, 2024			July 1, 2023			June 29, 2024			July 1, 2023
	September 28, 2024			September 30, 2023			September 28, 2024			September 30, 2023
Gross profit by product category:	($ amounts in thousands)
Specialty products	$	~~104~~100,~~350~~479		$	~~108~~110,~~841~~898		$	~~208~~308,~~399~~878		$	~~215~~326,~~468~~366
Structural products	1825,~~094~~190			2628,~~962~~348			4166,~~726~~916			5382,~~874~~222
Total gross profit	$	~~122~~125,~~444~~669		$	~~135~~139,~~803~~246		$	~~250~~375,~~125~~794		$	~~269~~408,~~342~~588
Gross margin % by product category:
Specialty products	19.34		%	19.18		%	2019.08		%	1819.92		%
Structural products	711.90		%	11.03		%	9.28		%	11.3		%
Company gross margin %	1516.98		%	1617.62		%	16.78		%	16.79		%

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

For the ~~second~~third quarter of fiscal 2024, the Company generated consolidated net sales of $~~768~~747.43 million, a decrease of $4762.67 million, or 57.87 percent, compared to the ~~second~~third quarter of fiscal 2023. The decrease in net sales in the current quarter was attributable to continuing pricing pressures in both specialty products and structural products, aswith ~~sales~~commodity ~~were~~prices ~~negatively~~in ~~impacted~~U.S. bymarkets ~~demand~~for ~~challenges~~lumber inand ~~the~~panels ~~housing~~being down 12 percent and ~~building~~19 ~~product~~percent, ~~sectors~~respectively, bycompared ~~specialty~~to ~~products~~the ~~price~~prior ~~deflation~~year period. However, ~~and~~pricing declines were partially offset by ~~declining~~volume ~~lumber~~growth for both specialty and ~~panel~~structural ~~prices~~products. The Company’s gross profit for the ~~second~~third quarter of fiscal 2024 decreased by $13.46 million to $~~122~~125.47 million from $~~135~~139.82 million in the prior year period and this decrease was attributable to both specialty ~~products~~ and structural products. Gross margin percentage for the Company decreased from 1617.62 percent to 1516.98 percent in the current quarter, ~~mainly~~also attributable to both structural products and specialty products. The import-duty and LCNRV matters discussed in the sections below for specialty products and structural products contributed $5.9 million to the current quarter’s gross profit. Excluding these items, gross margin percentage was 16.0 percent for the current quarter.

Net sales of specialty products, which includes products such as engineered wood, siding, millwork, outdoor living, specialty lumber and panels, and industrial products, decreased by $3139.59 million, or 57.51 percent, to $~~539~~519.50 million in the ~~second~~third quarter of fiscal 2024. This decrease in net sales was due to price deflation across all specialty product categories, partially offset by volume gains for millwork, engineered wood, and ~~siding~~specialty lumber and panels. Specialty products gross profit decreased by $410.54 million to $~~104~~100.45 million due primarily to ~~lower~~the ~~sales~~decrease ~~volume,~~in ~~but~~sales. ~~specialty~~Specialty products gross margin percentage ~~increased~~decreased by 2040 basis points to 19.34 percent compared to 19.18 percent in the ~~second~~third quarter of fiscal 2023. ~~Gross~~due ~~margin~~primarily ~~percentage~~to ~~and~~decreases ~~gross~~in ~~profit~~pricing. ~~for~~The ~~specialty~~current ~~products~~period ~~benefited~~included ina ~~the~~net ~~current~~benefit ~~quarter~~of ~~from a~~ $23.75 million ~~change~~for inimport anduty-related ~~estimate~~items ~~for~~from anprior ~~accrual~~periods. ~~initially~~Excluding ~~made~~this ~~and~~benefit, ~~disclosed~~specialty inproducts ~~the~~gross ~~first~~margin ~~quarter~~percentage ofwas ~~2024~~18.7 ~~related~~percent. toThe ~~amounts~~duty ~~the~~items ~~Company~~were ~~believes~~related itto ~~may~~changes ~~owe~~in ~~for~~retroactive ~~discrepancies~~rates infor anti-dumping duties ~~paid~~and into ~~prior~~classification ~~years~~adjustments for certain ~~imported~~ goods. ~~Not~~imported ~~including~~by ~~this benefit, specialty products gross margin percentage would have been 18.9 percent in~~ the ~~current quarter~~Company.

Net sales of structural products, which includes products such as lumber, plywood, oriented strand board, rebar, and remesh, decreased by $22.8 million, or 9.1 percent, to $228.3 million in the third quarter of fiscal 2024 compared to the third quarter of

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Net sales of structural products, which includes products such as lumber, plywood, oriented strand board, rebar, and remesh, decreased by $16.1 million, or 6.6 percent, to $228.9 million in the second quarter of fiscal ~~2024 compared to the second quarter of~~ 2023. This decrease was primarily due to ~~lower~~price ~~volumes~~deflation ~~and~~across aall ~~decline~~structural inproduct ~~our~~types, ~~lumber~~partially ~~selling~~offset ~~prices~~by ~~which~~volume ~~generally~~gains ~~correlated~~for ~~with~~all astructural ~~year-over-year~~product ~~decline in the average composite price of framing lumber~~types. Structural products gross profit decreased by $83.92 million to $1825.12 million from $2728.03 million in the prior year period due primarily to decreases in pricing. Structural products gross margin percentage for the ~~second~~third quarter of fiscal 2024 was 711.90 percent compared to 11.03 percent in the prior-year period. Gross profit and gross margin percentage for the ~~second~~third quarter of fiscal 2024 were ~~negatively~~positively impacted by ~~lower sales and by~~ a $2.4 million ~~provision~~LCNRV toinventory ~~adjust~~write-down for certain structural products at the ~~carrying~~end ~~values~~of the second quarter of ~~certain~~fiscal ~~lumber~~2024 ~~and~~that ~~panel~~resulted in lower Costs of products sold in the third quarter of fiscal 2024 since substantially all of the inventory ~~items~~associated towith ~~their~~the ~~net~~LCNRV ~~realizable~~write-down ~~values~~was assold during third quarter of ~~June 29,~~fiscal 2024. ~~During~~This adjustment increased the ~~second~~current quarter’s gross margin percentage for structural products by 1.0 percent. The third quarter of fiscal 2023, ~~there~~ was nonegatively ~~such~~impacted ~~provision~~by a $0.6 million interim period LCNRV write-down for certain inventory related to our structural products.

Our selling, general, and administrative (“SG&A”) expenses increased by $0.79 million, or 0.89 percent, compared to the ~~second~~third quarter of fiscal 2023. In the current quarter, ~~lower~~higher ~~logistics~~technology expenses ~~and~~associated ~~share-based~~with ~~compensation~~our ~~expense~~digital transformation were partially offset by ~~higher~~lower ~~technology expenses and by legal expenses associated with duty~~fleet-related ~~matters~~logistics costs.

Depreciation and amortization expense increased 2717.38 percent compared to the ~~second~~third quarter of fiscal 2023 due to a higher base of depreciable assets in the ~~second~~third quarter of fiscal 2024, resulting from our continued ~~focused~~focus on strategic capital investment.

Interest expense, net, decreased by 2317.92 percent, or $1.50 million, compared to the ~~second~~third quarter of fiscal 2023. The decrease was due to the generation of additional interest income from larger balances of cash and cash equivalents and from higher interest rates on those balances in the current quarter compared to the prior year period. Additionally, interest income for the third quarter of fiscal 2024 includes $0.7 million related to antidumping import duty refunds recognized in the quarter. (see Note 2, Inventories).

Our effective income tax rates were 2426.70 percent and 2427.02 percent for the ~~second~~third quarters of fiscal 2024 and 2023, respectively. Our effective income tax rates for both periods were impacted by state taxes as well as the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation, slightly offset by a benefit from the vesting of restricted stock units. For fiscal 2024, we expect our annual effective income tax rate will be approximately 26 percent.

Our net income for the ~~second~~third quarter of fiscal 2024 was $1416.30 million, or $1.6587 per diluted share, versus $24.54 million, or $2.7071 per diluted share, in the prior-year period. Decreases in our net income and earnings per diluted share were due primarily to the factors discussed above. The 2024 period also reflects a pre-tax benefit of $2.2 million related to an adjustment of the settlement charge recorded in the fourth quarter of 2023 to settle our defined benefit pension plan. This benefit was partially offset by $1.2 million of estimated net losses related to Hurricane Helene in September 2024, which is reported within Other operating expenses, net on our unaudited condensed consolidated statements of operations.

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

For the first ~~six~~nine months of fiscal 2024, the Company generated consolidated net sales of $12.524 billion, a decrease of $~~119~~182 million, or 7.45 percent, compared to the first ~~six~~nine months of fiscal 2023. The decrease in net sales in the current period was attributable to both specialty products and structural products asand ~~sales~~reflected ~~were~~continuing ~~negatively~~pricing ~~impacted~~pressures, bypartially ~~challenges~~offset ~~in the housing and building products sectors and~~ by ~~declining~~volume ~~lumber and panel prices~~gains. The Company’s gross profit for the first ~~six~~nine months of fiscal 2024 decreased by $1932.28 million to $~~250~~375.18 million from $~~269~~408.36 million in the prior year period. This ~~and~~decline ~~this~~in ~~decline~~net sales was attributable to both specialty products and structural products. The Company’s gross margin percentage was 16.78 percent for ~~both~~the ~~periods~~2024 period, a decrease from the 16.9 ~~Gross~~percent ~~margin~~for ~~percentage~~the 2023 period. Gross profit and gross ~~profit~~margin percentage benefited in the current period by a net benefit in specialty products of $912.17 million for import duty items. The import duty items were related to changes in retroactive rates for anti-dumping duties resulting in a credit to cost of products sold of $1620.97 million, partially offset by classification adjustments for certain goods imported by the Company that resulted in ana net increase in Cost of products sold of $78.70 million for the current period. Not including this net benefit, the Company’s gross margin percentage would have been 16.12 percent in the current period.

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Net sales of structural products, which includes products such as lumber, plywood, oriented strand board, rebar, and remesh, decreased $2346.76 million to $~~451~~679.36 million in the first ~~six~~nine months of fiscal 2024 primarily due to volume and price declines for the lumber category, partially offset by price and volume increases in the panels category. Gross profit for structural products decreased by $1215.13 million to $4166.79 million from $5382.92 million in the prior year period due to lower sales in the current period. Structural products gross margin percentage for the first ~~six~~nine months of fiscal 2024 was 9.28 percent, a decline from 11.3 percent in the prior-year period. ~~The~~due ~~declines~~primarily into ~~gross~~price deflation for the lumber category. Gross profit and gross margin percentage ~~were~~for ~~attributable~~structural toproducts benefited in the ~~lower~~prior ~~sales~~year ~~and~~period by alower ~~$2.4~~cost ~~million~~of ~~provision~~products sold attributable to ~~adjust~~a ~~the~~$2.6 ~~carrying~~million ~~values~~LCNRV write-down of certain ~~lumber~~inventory ~~and~~at ~~panel~~the ~~inventory~~end ~~items~~of tofiscal ~~their~~2022, ~~net~~partially ~~realizable~~offset ~~values~~by asan ofinterim ~~June 29, 2024~~$0.6 Wemillion ~~determined~~LCNRV ~~that~~write-down aof ~~provision~~certain ~~for~~inventory ~~lower~~during ofthe ~~cost~~2023 ~~and~~period. ~~net~~During ~~realizable~~the ~~value~~first ~~was~~nine ~~not~~months ~~required~~of ~~for~~fiscal ~~any~~2024, ~~inventory~~such atinterim ~~the~~period ~~end~~LCNRV ofinventory ~~the~~write-downs ~~first~~and ~~six~~reversals ~~months~~netted ofto ~~fiscal 2023~~zero.

Our SG&A expenses in the first ~~six~~nine months of fiscal 2024 increased $01.86 million compared to the first ~~six~~nine months of fiscal 2023. In the current period, ~~lower~~higher ~~logistics~~technology expenses ~~and~~associated ~~share-based~~with ~~compensation~~our digital transformation and legal expenses ~~were~~associated ~~offset~~with byduty-related ~~higher~~matters ~~technology~~were ~~expenses~~partially ~~and~~offset by ~~legal~~lower sales-based incentive expenses ~~associated~~and ~~with~~lower ~~duty~~share-~~related~~based ~~matters~~compensation expense.

Depreciation and amortization expense increased 2422.84 percent compared to the first ~~six~~nine months of fiscal 2023 due to a higher base of depreciable assets throughout the first ~~six~~nine months of fiscal 2024 when compared the prior-year period, resulting from our continued focus on strategic capital investment.

Other operating expenses, net decreased $34.80 million compared to the first ~~six~~nine months of fiscal 2023 primarily due to restructuring related expenses, including severance expenses, incurred in the 2023 period due to our leadership transition.

Interest expense, net, decreased by 3228.73 percent, or $45.65 million, compared to the first ~~six~~nine months of fiscal 2023. The decrease iswas primarily due to the generation of higher interest income, given our year-over-year increase in cash that is generating interest at higher rates than last year. Included in interest income for the nine months ended September 28, 2024 is $2.7 million of interest income related to the antidumping import duty refunds (see Note 2, Inventories). Interest expense, net for the nine months ended September 28, 2024 also includes $1.2 million of estimated accrued interest expense related to estimated import duties owed by the Company (see Note 9, Commitments and Contingencies).

Our effective income tax rates were 24.49 percent and 25.19 percent for the first ~~six~~nine months of fiscal 2024 and 2023, respectively. Our effective income tax rate for both periods was impacted by state taxes as well as the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation, partially offset by a benefit from the vesting of restricted stock units, and in the 2024 period, a partial release of a valuation allowance for deferred income tax assets. For fiscal 2024, we expect our annual effective income tax rate will be approximately 26 percent.

Our net income for the first ~~six~~nine months of fiscal 2024 was $3147.8 million, or $35.6653 per diluted share, versus $4266.37 million, or $47.6738 per diluted share, in the prior-year period. Our net income for the first ~~six~~nine months of fiscal 2024 decreased due primarily to the factors discussed above. The 2024 period also reflects a pre-tax benefit of $2.2 million related to an adjustment of the settlement charge recorded in the fourth quarter of 2023 to settle our defined benefit pension plan. This benefit was partially offset by $1.2 million of estimated net losses related to Hurricane Helene in September 2024, which is reported within Other operating expenses, net on our unaudited condensed consolidated statements of operations.

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Liquidity and Capital Resources

We expect our primary sources of liquidity to be cash flows from sales and operating activities in the normal course of our operations, cash and cash equivalents on hand, and availability from our revolving credit facility, as needed. We expect that these sources will be sufficient to fund our ongoing cash requirements for at least the next 12 months and into the foreseeable future. As of ~~June~~September 2928, 2024, we had $~~491~~526 million of cash and cash equivalents plus $346.5 million of availability on our revolving credit facility.

Senior Secured Notes

In October 2021, we completed the private offering of $300 million of our 6.0 percent senior secured notes due 2029 (the “2029 Notes”). Interest is payable semi-annually. Our 2029 Notes are scheduled to mature on November 15, 2029, and no principal is due until that time as long as we remain in compliance with the related covenants. As of ~~June~~September 2928, 2024, we were in compliance with these covenants.

Revolving Credit Facility

Our existing revolving credit facility (“Revolving Credit Facility”) with Wells Fargo Bank, National Association, as administrative agent (“Agent”), and certain other financial institutions, matures on August 2, 2026, provided we remain in compliance with the related covenants. As of ~~June~~September 2928, 2024, we were in compliance with such covenants.

Any outstanding borrowings under our Revolving Credit Facility bear interest at a rate per annum equal to (i) Adjusted Term Secured Overnight Financing Rate (“SOFR”) (calculated as SOFR plus 0.1 percent) plus a margin ranging from 1.25 percent to 1.75 percent, with the margin determined based upon average excess availability for the immediately preceding fiscal quarter for loans based on SOFR, or (ii) the Agent’s base rate (as that term is defined in the agreement for the Revolving Credit Facility) plus a margin ranging from 0.25 percent to 0.75 percent, with the margin based upon average excess availability for the immediately preceding fiscal quarter for loans based on the base rate.

Borrowings under our Revolving Credit Facility are subject to availability under the Borrowing Base (as that term is defined in the agreement for the Revolving Credit Facility). The Company is required to repay revolving loans thereunder to the extent that such revolving loans exceed the Borrowing Base then in effect. Our Revolving Credit Facility may be prepaid in whole or in part from time to time without penalty or premium but including all breakage costs incurred by any lender thereunder.

As of ~~June~~September 2928, 2024 and December 30, 2023, we had zero outstanding borrowings under our Revolving Credit Facility and available borrowing capacity was $346.5 million, net of undrawn letters of credit. Excess availability, which includes availability under our Revolving Credit Facility plus cash and cash equivalents in qualified accounts, was $~~837~~872.98 million as of September 28, 2024.

Finance Lease Obligations

Our finance lease obligations consist of leases for real estate, equipment, and vehicles totaling $~~291~~293.38 million and $285.4 million as of ~~June~~September 2928, 2024 and December 30, 2023, respectively. Of the $~~291~~293.38 million as of ~~June~~September 2928, 2024, $243.41 million related to real estate and $4850.08 million related to equipment. Of the $285.4 million as of December 30, 2023, $243.2 million related to real estate and $42.3 million related to equipment.

Sources and Uses of Cash

Operating Activities

Net cash provided by operating activities for the first ~~six~~nine months of fiscal 2024 was $466.74 million compared to net cash provided of $~~153~~230.17 million in the first ~~six~~nine months of fiscal 2023. The decrease in cash provided by operating activities during the first ~~six~~nine months of fiscal 2024 was primarily a result of a $18.8 million decrease in net income for the current year period ~~plus~~and ~~higher~~a ~~cash~~$146.9 ~~generated~~million innet ~~the~~decrease ~~prior~~in ~~year~~operating ~~period~~assets ~~from~~and ~~changes~~liabilities in ~~working~~the ~~capital~~current year period, primarily inventory.

Investing Activities

Net cash used in investing activities for the first ~~six~~nine months of fiscal 2024 was $1119.60 million compared to net cash used of $1318.97 million in the first ~~six~~nine months of fiscal 2023. ~~The~~In ~~change was primarily due to amounts invested in property and equipment. During~~ the ~~first~~current ~~six months of fiscal 2024~~period, wehigher ~~also~~spending ~~acquired~~for ~~$11.2 million of~~ property and equipment ~~through~~was ~~finance leases, compared to $3.4 million for the first six months of fiscal 2023.~~

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partially offset by proceeds from sales of assets. During the first nine months of fiscal 2024, we also acquired $16.7 million of property and equipment through finance leases, compared to $11.3 million for the first nine months of fiscal 2023.

Financing Activities

Net cash used in financing activities totaled $2342.49 million for the first ~~six~~nine months of fiscal 2024 compared to net cash used of $1941.81 million for the first ~~six~~nine months of fiscal 2023. The change in net cash used in financing activities was primarily due to an increase in cash used for ~~repurchases~~payments offor ~~our~~finance ~~common~~lease ~~stock~~liabilities, ~~under~~offset ~~our~~by ~~announced~~a ~~share~~decrease in cash used to repurchase ~~programs~~shares to satisfy employee tax withholdings for vestings of restricted stock units. During the first ~~six~~nine months of fiscal 2024, we repurchased $1430.50 million of our common stock compared to $1129.63 million during the first ~~six~~nine months of fiscal 2023. ~~Principal payments for finance leases were also higher in the current period.~~

Stock Repurchase Programs

During the first ~~six~~nine months of fiscal 2024, we repurchased ~~152~~297,~~403~~951 shares of our common stock under our 2023 share repurchase program at an average price of $98100.2863, including broker commissions but excluding ~~any~~federal excise tax ~~that may be~~ due on the repurchases, for a total of $1530.0 million. All of the share repurchase in fiscal 2024 occurred in the second ~~quarter~~and third fiscal quarters. As of ~~June~~September 2928, 2024, there remained $7661.5 million repurchase capacity under this authorization. Between ~~June~~September 2928, 2024 and ~~July~~October 2625, 2024, we purchased an additional 5843,~~715~~240 shares of our common stock for $64.06 million at an average price of $~~102~~106.7534 per share, including broker commissions but excluding ~~any~~federal excise tax ~~that may be~~ due on the repurchases.

Under the 2023 share repurchase program, we may repurchase our common stock at any time or from time to time, without prior notice, subject to prevailing market conditions and other considerations. Our repurchases may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, accelerated share repurchase programs, tender offers or pursuant to a trading plan that may be adopted in accordance with the Securities and Exchange Commission Rule 10b5-1.

During the ~~second~~first ~~quarter~~nine months of fiscal 2023, we repurchased ~~141~~358,~~705~~212 shares of our common stock under the former 2021/2022 share repurchase program at an average price of $8183.3652 per share, including broker commissions but excluding ~~any~~federal excise tax due on the repurchases. ~~No shares were repurchased during the first quarter of fiscal 2023.~~ The 2021/2022 share repurchase program was concluded during the fourth quarter of fiscal 2023.

The repurchase dollar amounts noted above are based on trade date activity, while the amounts reported on our consolidated statements of cash flows for share repurchases are based on settlement date activity.

Net Working Capital

Net working capital is an important measurement we use to determine the efficiencies of our operations and our ability to readily convert assets into cash. Net working capital is defined as the sum of accounts receivables and inventory, less accounts payable, each determined in accordance with GAAP and included in our consolidated balance sheets. This metric differs from traditional working capital in that it excludes certain current assets and current liabilities that are reported in our consolidated balance sheets. Net working capital of $~~451~~432.73 million as of ~~June~~September 2928, 2024, compared to $414.1 million as of December 30, 2023, increased on a net basis by approximately $3718.62 million, as shown below:

	June 29, 2024		December 30, 2023		July 1, 2023
	September 28, 2024		December 30, 2023		September 30, 2023
	(In thousands)
Current assets:
Receivables, less allowance for doubtful accounts	$	~~273~~278,~~537~~049	$	228,410	$	~~294~~297,~~341~~568
Inventories, net	~~357~~340,~~573~~541		343,638		~~379~~364,~~312~~162
	$	631,110	$	572,048	$	673,653
	618,590		572,048		661,730
Current liabilities:
Accounts payable	$186,319	~~179,375~~	$157,931	~~157,931~~	$202,256	~~190,130~~
	$	179,375	$	157,931	$	190,130
Net working capital	$	432,271	$	414,117	$	459,474
Net working capital	$	451,735	$	414,117	$	483,523

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Investments in Property and Equipment

Our investments in capital assets consist of cash paid for owned assets and the inception of financing lease arrangements for long-lived assets to support our distribution infrastructure. The gross value of these assets is included in property and equipment, at cost on our unaudited condensed consolidated balance sheets.

For the first ~~six~~nine months of fiscal 2024, we invested $1119.98 million in long-lived assets primarily related to investments in our distribution facilities and to a lesser extent, upgrading our fleet. We also added $1116.27 million in new finance leases during the first ~~six~~nine months of fiscal 2024 for new tractors and forklifts to enhance our ~~logistical~~logistics network.

For the first ~~six~~nine months of fiscal 2023, we invested $1418.09 million in cash investments in long-lived assets primarily related to investments in our distribution facilities and to a lesser extent, upgrading our fleet. We also added $311.4 3 million in new finance leases during the ~~second fiscal quarter of~~ 2023 period for new forklifts to enhance our ~~logistical~~logistics network.

Critical Accounting Policies

The preparation of our consolidated financial statements and related disclosures in conformity with GAAP requires our management to make judgments and estimates that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 30, 2023.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks as part of our on-going business operations. Our exposure includes commodity price risk and interest rate risk. There have been no material changes to our exposure to market risks from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 30, 2023.

ITEM 4. CONTROLS AND PROCEDURES

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

During the period covered by this report, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are, and from time to time may be, a party to routine legal proceedings incidental to the operation of our business. Except as disclosed in Note 9, Commitments and Contingencies, under Regulatory Matters, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q, the Company does not expect that the outcome of any other pending or threatened proceedings, if determined adversely to the Company, would individually, or taken together, have a material adverse effect on our financial condition, operating results, or cash flows, based on our current understanding of the relevant facts. Legal expenses incurred related to these contingencies are generally expensed as incurred.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in Part I, "Item 1A.Risk Factors" in the Company’s Annual Report on Form 10-K for the year ended December 30, 2023.

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

The following table presents our share repurchase activity for each fiscal month of the fiscal quarter ended ~~June~~September 2928, 2024:

Period	Total Number of Shares Purchased (1)	Average Price Paid per Share(2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
March 31 - May 4	613	$	112.14	—	$	91,429,309
June 30 - August 3	77,241	$	104.54	69,267	$	69,152,479
May 5 - June 1	43,477	$	102.19	43,170	$	87,019,153
August 4 - August 31	16,737	$	101.40	16,466	$	67,482,814
June 2 - June 29	123,884	$	96.95	109,233	$	76,453,769
September 1 - September 28	59,878	$	100.83	59,815	$	61,453,701
Total	~~167~~153,~~974~~856			~~152~~145,~~403~~548

(1) Includes shares withheld by us in connection with tax withholding obligations of our employees upon vesting of such employees’ restricted stock unit awards.

(2) Includes broker commissions associated with the repurchases. Excludes ~~any~~federal excise ~~taxes~~tax incurred under The Inflation Reduction Act of 2022.

(3) On October 31, 2023, our Board of Directors ~~authorized~~announced a new share repurchase authorization for up to $100 million. As of ~~June~~September 2928, 2024, we had a remaining authorization amount of approximately $7661.5 million under this program. With the remaining availability under the stock repurchase program, we may repurchase our common stock at any time or from time to time, without prior notice, subject to prevailing market conditions and other considerations. Our repurchases may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, accelerated share repurchase programs, tender offers or pursuant to a trading plan that may be adopted in accordance with the Securities and Exchange Commission Rule 10b5-1.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the ~~second~~third quarter of fiscal 2024.

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ITEM 6. EXHIBITS

ExhibitNumber		Description
31.1	*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	**	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	**	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.1	*	Form of 2024 Time-Based Restricted Stock Unit Award Agreement under the BlueLinx Holdings Inc. 2021 Amended and Restated Long-Term Incentive Plan ±
10.2	*	Form of 2024 Performance-Based Restricted Stock Unit Award Agreement under the BlueLinx Holdings Inc. 2021 Amended and Restated Long-Term Incentive Plan ±
10.3	*	Form of 2024 Director Restricted Stock Unit Award Agreement under the BlueLinx Holdings Inc. 2021 Amended and Restated Long-Term Incentive Plan ±
101.Def		Definition Linkbase Document.
101.Pre		Presentation Linkbase Document.
101.Lab		Labels Linkbase Document.
101.Cal		Calculation Linkbase Document.
101.Sch		Schema Document.
101.Ins		Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104		The cover page from this Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 2928, 2024, formatted in Inline XBRL.
	*	Filed herewith.
	**	Exhibit is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.
	±	Indicates management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		BlueLinx Holdings Inc.
		(Registrant)
Date: July 30, 2024	By:	/s/ Andrew Wamser
Date: October 29, 2024	By:	/s/ Andrew Wamser
		Andrew Wamser
		Senior Vice President and Chief Financial Officer
		Senior Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer)
Date: July 30, 2024	By:	/s/ Kimberly A. DeBrock
Date: October 29, 2024	By:	/s/ Kimberly A. DeBrock
		Kimberly A. DeBrock
		Vice President and Chief Accounting Officer
		(Principal Accounting Officer)

Filing Compare · BlueLinx Holdings Inc.