Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 29, 2018 | Feb. 28, 2019 | Jun. 29, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | BlueLinx Holdings Inc. | ||
Entity Central Index Key | 0001301787 | ||
Trading Symbol | bxc | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-29 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 9,342,864 | ||
Entity Public Float | $ 334,707,890 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 29, 2018 | ||
Amendment Flag | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 29, 2018 | Dec. 30, 2017 |
Current assets: | ||
Cash | $ 8,939 | $ 4,696 |
Receivables, less allowances of $3,656 and $2,762, respectively | 208,434 | 134,072 |
Inventories | 341,851 | 187,512 |
Other current assets | 40,629 | 17,124 |
Total current assets | 599,853 | 343,404 |
Property and equipment: | ||
Land and improvements | 21,454 | 30,802 |
Buildings | 174,138 | 84,781 |
Machinery and equipment | 111,680 | 70,596 |
Construction in progress | 1,126 | 570 |
Property and equipment, at cost | 308,398 | 186,749 |
Accumulated depreciation | (103,285) | (102,977) |
Property and equipment, net | 205,113 | 83,772 |
Goodwill | 47,772 | 0 |
Intangible assets, net | 35,222 | 0 |
Deferred tax asset | 52,645 | 53,853 |
Other non-current assets | 19,284 | 13,066 |
Total assets | 959,889 | 494,095 |
Current liabilities: | ||
Accounts payable | 131,771 | 70,623 |
Bank overdrafts | 17,417 | 21,593 |
Accrued compensation | 7,974 | 9,229 |
Current maturities of long-term debt, net of discount of $64 and $0, respectively | 1,736 | 0 |
Capital leases - short-term | 7,555 | 3,552 |
Real estate deferred gains - short-term | 5,330 | 1,836 |
Other current liabilities | 24,985 | 10,772 |
Total current liabilities | 196,768 | 117,605 |
Non-current liabilities: | ||
Long-term debt, net of discount of $12,665 and $3,792, respectively | 497,939 | 276,677 |
Capital leases - long-term | 143,486 | 14,007 |
Real estate deferred gains - long-term | 86,011 | 10,485 |
Pension benefit obligation | 26,668 | 30,360 |
Other non-current liabilities | 23,680 | 9,959 |
Total liabilities | 974,552 | 459,093 |
Commitments and contingencies (Note 16) | ||
STOCKHOLDERS’ (DEFICIT) EQUITY | ||
Common Stock, $0.01 par value, Authorized - 20,000,000 shares, Issued and Outstanding - 9,293,794 and 9,100,923, respectively | 92 | 91 |
Additional paid-in capital | 258,596 | 259,588 |
Accumulated other comprehensive loss | (37,129) | (36,507) |
Accumulated deficit | (236,222) | (188,170) |
Total stockholders’ (deficit) equity | (14,663) | 35,002 |
Total liabilities and stockholders’ equity (deficit) | $ 959,889 | $ 494,095 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Dec. 29, 2018 | Dec. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Allowances for receivables | $ 3,656 | $ 2,762 |
Debt discount, current | 64 | 0 |
Debt discount, non-current | $ 12,665 | $ 3,792 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 9,293,794 | 9,100,923 |
Common stock, shares outstanding | 9,293,794 | 9,100,923 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Net sales | $ 2,862,850 | $ 1,815,535 | $ 1,881,043 |
Cost of sales | 2,530,996 | 1,584,506 | 1,653,637 |
Gross profit | 331,854 | 231,029 | 227,406 |
Operating expenses: | |||
Selling, general, and administrative | 319,314 | 198,709 | 204,509 |
Gains from sales of property | 0 | (6,700) | (28,097) |
Depreciation and amortization | 25,826 | 9,032 | 9,342 |
Total operating expenses | 345,140 | 201,041 | 185,754 |
Operating (loss) income | (13,286) | 29,988 | 41,652 |
Non-operating expenses: | |||
Interest expense | 47,301 | 21,225 | 24,898 |
Other (income) expense, net | (380) | (822) | (452) |
(Loss) income before (benefit from) provision for income taxes | (60,207) | 9,585 | 17,206 |
(Benefit from) provision for income taxes | (12,154) | (53,409) | 1,121 |
Net (loss) income | $ (48,053) | $ 62,994 | $ 16,085 |
Basic earnings (loss) per share (in dollars per share) | $ (5.21) | $ 6.96 | $ 1.80 |
Diluted earnings (loss) per share (in dollars per share) | $ (5.21) | $ 6.81 | $ 1.77 |
Comprehensive (loss) income: | |||
Net (loss) income | $ (48,053) | $ 62,994 | $ 16,085 |
Other comprehensive (loss) income : | |||
Foreign currency translation, net of tax | (14) | 14 | 264 |
Amortization of unrecognized pension (loss) gain, net of tax | (608) | 130 | (2,141) |
Total other comprehensive (loss) income | (622) | 144 | (1,877) |
Comprehensive (loss) income | $ (48,675) | $ 63,138 | $ 14,208 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (48,053) | $ 62,994 | $ 16,085 |
Adjustments to reconcile net income (loss) to cash provided by (used in) operations: | |||
(Benefit from) provision for income taxes | (12,154) | (53,409) | 1,121 |
Depreciation and amortization | 25,826 | 9,032 | 9,342 |
Amortization of debt issuance costs | 2,884 | 1,990 | 2,688 |
Gains from sales of property | 0 | (6,700) | (28,097) |
Pension expense (credit) | 7,660 | 4,814 | 799 |
Share-based compensation | 8,474 | 2,480 | 2,339 |
Capital lease interest expense | 12,893 | 1,417 | 608 |
Amortization of deferred gain | (5,069) | (1,389) | 0 |
Other | 835 | (378) | (508) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 60,007 | (8,214) | 12,687 |
Inventories | 4,887 | 3,775 | 35,374 |
Accounts payable | 24,982 | (12,112) | (5,352) |
Prepaid assets | 3,515 | (1,058) | 632 |
Quarterly pension contributions | (3,986) | (2,996) | (4,666) |
Payments on operational efficiency initiatives and/or restructuring | 0 | 0 | (4,812) |
Other assets and liabilities | (41,145) | (2,749) | 3,157 |
Net cash provided by (used in) operating activities | 41,556 | (2,503) | 41,397 |
Cash flows from investing activities: | |||
Acquisition of business, net of cash acquired | (348,060) | 0 | 0 |
Property and equipment investments | (2,724) | (797) | (631) |
Proceeds from disposition of assets | 108,051 | 27,635 | 37,476 |
Net cash (used in) provided by investing activities | (242,733) | 26,838 | 36,845 |
Cash flows from financing activities: | |||
Repurchase of shares to satisfy employee tax withholdings | (3,020) | (226) | (178) |
Repayments on revolving credit facilities | (729,423) | (435,708) | (519,873) |
Borrowings from revolving credit facilities | 880,042 | 441,779 | 475,112 |
Repayments on term loan | (900) | 0 | 0 |
Borrowings on term loan | 180,000 | 0 | 0 |
Principal payments on mortgage | (97,847) | (28,976) | (41,377) |
Payments on capital lease obligations | (7,497) | (3,429) | (2,908) |
Decrease in bank overdrafts | (4,177) | (103) | 4,409 |
Increase in cash in escrow related to the mortgage | 0 | 1,490 | 7,628 |
Debt financing costs | (11,758) | 0 | (602) |
Other | 0 | (6) | 279 |
Net cash provided by (used in) financing activities | 205,420 | (25,179) | (77,510) |
Increase (decrease) in cash | 4,243 | (844) | 732 |
Cash, beginning of period | 4,696 | 5,540 | 4,808 |
Cash, end of period | 8,939 | 4,696 | 5,540 |
Supplemental Cash Flow Information | |||
Net income tax payments during the period | 2,643 | 1,577 | 627 |
Interest paid during the period | 37,326 | 19,825 | 21,236 |
Noncash transactions: | |||
Property and equipment under capital leases | $ 95,820 | $ 11,828 | $ 3,433 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance (in shares) at Jan. 02, 2016 | 8,943 | ||||
Beginning balance at Jan. 02, 2016 | $ (45,896) | $ 89 | $ 255,905 | $ (34,774) | $ (267,116) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 16,085 | 16,085 | |||
Foreign currency translation, net of tax | 264 | 264 | |||
Unrealized gain (loss) from pension plan, net of tax | (2,141) | (2,141) | |||
Issuance of restricted stock, net of forfeitures (in shares) | 66 | ||||
Issuance of restricted stock, net of forfeitures | 1 | $ 1 | |||
Vesting of performance shares (in shares) | 55 | ||||
Vesting of performance shares | 0 | ||||
Compensation related to share-based grants | 1,818 | 1,818 | |||
Repurchase of shares to satisfy employee tax withholdings (in shares) | (31) | ||||
Repurchase of shares to satisfy employee tax withholdings | (178) | (178) | |||
Other (in shares) | (2) | ||||
Other | 206 | 427 | (221) | ||
Ending balance (in shares) at Dec. 31, 2016 | 9,031 | ||||
Ending balance at Dec. 31, 2016 | (29,841) | $ 90 | 257,972 | (36,651) | (251,252) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 62,994 | 62,994 | |||
Foreign currency translation, net of tax | 14 | 14 | |||
Unrealized gain (loss) from pension plan, net of tax | 130 | 130 | |||
Vesting of restricted stock units (in shares) | 100 | ||||
Vesting of restricted stock units | 1 | $ 1 | |||
Vesting of performance shares | 0 | ||||
Compensation related to share-based grants | 1,842 | 1,842 | |||
Repurchase of shares to satisfy employee tax withholdings (in shares) | (30) | ||||
Repurchase of shares to satisfy employee tax withholdings | (226) | (226) | |||
Other | 88 | 88 | |||
Ending balance (in shares) at Dec. 30, 2017 | 9,101 | ||||
Ending balance at Dec. 30, 2017 | 35,002 | $ 91 | 259,588 | (36,507) | (188,170) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (48,053) | (48,053) | |||
Foreign currency translation, net of tax | (14) | (14) | |||
Unrealized gain (loss) from pension plan, net of tax | (608) | (608) | |||
Vesting of restricted stock units (in shares) | 287 | ||||
Vesting of restricted stock units | 0 | ||||
Vesting of performance shares | 1 | $ 1 | |||
Compensation related to share-based grants | 1,900 | 1,900 | |||
Repurchase of shares to satisfy employee tax withholdings (in shares) | (94) | ||||
Repurchase of shares to satisfy employee tax withholdings | (2,879) | (2,879) | |||
Other | (12) | (13) | 0 | 1 | |
Ending balance (in shares) at Dec. 29, 2018 | 9,294 | ||||
Ending balance at Dec. 29, 2018 | $ (14,663) | $ 92 | $ 258,596 | $ (37,129) | $ (236,222) |
Acquisition
Acquisition | 12 Months Ended |
Dec. 29, 2018 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition On April 13, 2018, we completed the acquisition of Cedar Creek Holdings, Inc. (“Cedar Creek”) for a purchase price of approximately $361.8 million . The acquisition was completed pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 9, 2018, by and among BlueLinx Corporation, one of our wholly owned subsidiaries, Panther Merger Sub, Inc., a wholly-owned subsidiary of BlueLinx Corporation ("Merger Sub"), Cedar Creek, and CharlesBank Equity Fund VII, Limited Partnership (“CharlesBank”). Upon closing the transactions contemplated by the Merger Agreement, among other things, Merger Sub was merged with and into Cedar Creek, with Cedar Creek surviving the acquisition as one of our indirect wholly-owned subsidiaries. As a result of the acquisition, we increased the number of our distribution facilities to approximately 70 facilities, and increased the number of our full-time employees to approximately 2,600 . The merger allowed us to expand our product offerings while expanding our existing geographical footprint. Cedar Creek was established in 1977 as a wholesale building materials distribution company that distributes wood products across the United States. Its products include specialty lumber, oriented strand board, siding, cedar, spruce, engineered wood products and other building products. The acquisition is being accounted for under the acquisition method of accounting. The assets acquired, liabilities assumed and the results of operations of the acquired business are included in our consolidated results since April 13, 2018. We estimate that the acquired business contributed net sales and a net loss of approximately $1.0 billion and approximately $2.5 million , respectively, to the Company for the period from April 13, 2018, to December 29, 2018. The net income for the period from April 13, 2018, to December 29, 2018, included integration-related costs and the negative impact of selling a higher cost Cedar Creek inventory recorded at fair value. The following unaudited consolidated pro forma information presents consolidated information as if the acquisition had occurred on January 1, 2017: Pro forma (In thousands, except per share data) Fiscal 2018 Fiscal 2017 Net sales $ 3,262,433 $ 3,235,923 Net income (loss) (18,129 ) 32,690 Earnings (loss) per common share: Basic $ (1.83 ) $ 3.61 Diluted (1.83 ) 3.54 The pro forma amounts above have been calculated in accordance with U.S. GAAP after applying the Company's accounting policies and adjusting the fiscal years ended December 29, 2018, and December 30, 2017 to reflect charges related to an inventory step-up adjustment for $11.8 million and transaction costs for $44.3 million . Due to the net loss for fiscal year ended December 29, 2018, 61,894 incremental shares from share-based compensation arrangements were excluded from the computation of diluted weighted average shares outstanding because their effect would be anti-dilutive. The pro forma amounts do not include any potential synergies, cost savings or other expected benefits of the acquisition, are presented for illustrative purposes only, and are not necessarily indicative of results that would have been achieved had the acquisition occurred as of January 1, 2017, or of future operating performance. The purchase price of Cedar Creek consisted of the following items: (In thousands) Consideration paid to shareholders and amounts paid to creditors: Payments to Cedar Creek shareholders [1] $ 166,447 Subordinated unsecured note (due to shareholder) [2] 13,743 Seller’s transaction costs paid by Company 7,349 Add: pay off of Cedar Creek debt [3] 174,213 Total preliminary cash purchase price $ 361,752 _____________ [1] Payments to Cedar Creek’s shareholders include the purchase of common stock and certain escrow adjustments. [2] The Cedar Creek note payable to a shareholder of $13.7 million was paid in full upon the acquisition of Cedar Creek and included $10 million in subordinated debt and $3.7 million in accrued interest. [3] To finance the acquisition of Cedar Creek, the Company amended and restated its Revolving Credit Facility to increase the availability thereunder to $600.0 million and also entered into a new $180.0 million senior secured Term Loan Facility (See Note 9). The excess of total purchase price, which includes the aggregate cash consideration paid in excess of the fair value of the tangible and intangible assets acquired, was recorded as goodwill. The goodwill recognized is attributable to the expected operating synergies and growth potential that the Company expects to realize from the acquisition. None of the goodwill generated from the acquisition is deductible for tax purposes. When determining the fair values of assets acquired and liabilities assumed, management made significant estimates, judgments and assumptions. The following table summarizes the values of the assets acquired and liabilities assumed at the date of the acquisition: (In thousands) Preliminary Allocation as of December 29, 2018 Cash and net working capital assets $ 88,318 Inventory 159,227 Property and equipment 71,203 Other, net (1,395 ) Intangible assets and goodwill: Customer relationships 25,500 Non-compete agreements 8,254 Trade names 6,826 Favorable leasehold interests 800 Goodwill 47,772 Capital leases and other liabilities (44,753 ) Cash purchase price $ 361,752 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 29, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation BlueLinx is a wholesale distributor of building and industrial products in the U.S. Our Consolidated Financial Statements include the accounts of BlueLinx Holdings Inc. and its wholly owned subsidiaries. These financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). All significant intercompany accounts and transactions have been eliminated. Fiscal years 2018 , 2017 , and 2016 were each comprised of 52 weeks. Our fiscal year ends on the Saturday closest to December 31 of that fiscal year, and may comprise 53 weeks in certain years. Use of Estimates We are required to make estimates and assumptions when preparing our Consolidated Financial Statements in accordance with U.S. GAAP. These estimates and assumptions affect the amounts reported in our Consolidated Financial Statements and the accompanying notes. Actual results could differ materially from those estimates. Subsequent Events We evaluated subsequent events through the date that our Consolidated Financial Statements were issued. Except as described in Note 19, no matters were identified that required adjustment of the Consolidated Financial Statements or additional disclosure. Recent Accounting Standards - Recently Issued Leases. In 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842).” Topic 842 establishes a new lease accounting model for leases. The most significant changes include the clarification of the definition of a lease, the requirement for lessees to recognize for all leases a right-of-use asset and a lease liability in the consolidated balance sheet, and additional quantitative and qualitative disclosures which are designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. Expenses are recognized in the consolidated statement of income in a manner similar to current accounting guidance. Lessor accounting under the new standard is substantially unchanged. We adopted this standard, and all related amendments thereto, effective December 30, 2018, the first day of our fiscal 2019 year, using a prospective transition approach, which applies the provisions of the new guidance at the effective date without adjusting the comparative periods presented. We have elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carry forward the historical accounting relating to lease identification and classification for existing leases upon adoption. We have made an accounting policy election to keep leases with an initial term of 12 months or less off of the consolidated balance sheet. We are finalizing our evaluation of the impacts that the adoption of this accounting guidance will have on the consolidated financial statements, and estimate approximately $60 - $65 million of additional right-of-use assets and liabilities will be recognized in our consolidated balance sheet upon adoption. Additionally, approximately $1.7 million of deferred gains associated with sale-leaseback transactions will be recorded as a cumulative-effect adjustment to accumulated deficit. Goodwill. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other (Topic 350).” This standard is intended to simplify the test for goodwill impairments by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Under the new ASU, a goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The accounting standard will be effective for reporting periods beginning after December 15, 2019, and early adoption is permitted. We have not completed our assessment of the standard but we do not expect the adoption to have a material impact on the Company's consolidated financial position, results of operations and cash flows. Comprehensive Income . In February 2018, the FASB issued ASU No. 2018-02, “Income Statement-Reporting Comprehensive Income (Topic 220).” This standard provides an option to reclassify stranded tax effects within accumulated other comprehensive income (loss) (“AOCI”) to retained earnings due to the U.S. federal corporate income tax rate change in the Tax Cuts and Jobs Act of 2017. This standard is effective for interim and annual reporting periods beginning after December 15, 2018, and early adoption is permitted. We have not completed our assessment, but the adoption of the standard may impact tax amounts stranded in AOCI related to our pension plans. We adopted this standard effective December 30, 2018, the first day of our fiscal 2019 year. Fair Value Measurement. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value (“FV”) Measurement (Topic 820).” In addition to making certain modifications, the standard removes the requirements to disclose: (i) the amount of and reasons for transfers between Level 1 and Level 2 of the FV hierarchy; (ii) the policy for timing transfers between levels; and (iii) the valuation process for Level 3 FV measurements. The standard will require public entities to disclose: (i) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 FV measurements held at the end of the reporting period; and (ii) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 FV measurements. The additional disclosure requirements should be applied prospectively for the most recent interim or annual period presented in the fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented. The amendments in this standard are effective for fiscal years ending after December 15, 2019. Early adoption is permitted, and an entity may early adopt the removed or modified disclosures and delay the adoption of new disclosures until the effective date. We have not completed our assessment of the standard but we do not expect the adoption to have a material impact on the Company's consolidated financial position, results of operations and cash flows. Defined Benefit Pension Plan . In August 2018, the FASB issued ASU No. 2018-14, “Compensation-Retirement-Benefits-Defined Benefit Plans-General (Subtopic 715-20).” The amendments in this update modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing six previously required disclosures and adding two. The amendments also clarify certain disclosure requirements. The amendments in this standard are effective for fiscal years ending after December 15, 2020. Early adoption is permitted. We have not completed our assessment of the standard but we do not expect the adoption to have a material impact on the Company's consolidated financial position, results of operations and cash flows. Recent Accounting Standards - Recently Adopted Revenue from Contracts with Customers. In 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASC 606”) that superseded existing revenue recognition guidance. Under this ASU and subsequently issued amendments, revenue is recognized at the time a good or service is transferred to a customer for the amount of consideration received. The standard was effective for the first interim period within annual periods beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. Entities were permitted to adopt the standard using a “full retrospective” approach (retrospectively to each prior reporting period presented) or a “modified retrospective” approach (reporting the cumulative effect as of the date of adoption). On December 31, 2017, the first day of our fiscal 2018 year, we adopted ASC 606 using the modified retrospective method applied to those contracts which were not completed as of that date. Results for reporting periods beginning after the first day of fiscal 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under the previous accounting standard, ASC 605. There was no adjustment due to the cumulative impact of adopting ASC 606 (See Note 3). Revenue Recognition We recognize revenue when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration we expected to be entitled to in exchange for those goods or services. The timing of revenue recognition largely is dependent on shipping terms. Revenue is recorded at the time of shipment for terms designated free on board (“FOB”) shipping point. For sales transactions designated FOB destination, revenue is recorded when the product is delivered to the customer’s delivery site. In addition, we provide inventory to certain customers through pre-arranged agreements on a consignment basis. Customer consigned inventory is maintained and stored by certain customers; however, ownership and risk of loss remains with us. When the consigned inventory is sold by the customer, we recognize revenue on a gross basis. All revenues recognized are net of trade allowances, cash discounts, and sales returns. Cash discounts and sales returns are estimated using historical experience. Trade allowances are based on the estimated obligations and historical experience. Adjustments to earnings resulting from revisions to estimates on discounts and returns have been insignificant for each of the reported periods. Accounts Receivable Accounts receivable are stated at net realizable value, do not bear interest, and consist of amounts owed for orders shipped to customers. Management establishes an overall credit policy for sales to customers. The allowance for doubtful accounts is determined based on a number of factors including specific customer account reviews, historical loss experience, current economic trends, and the creditworthiness of significant customers based on ongoing credit evaluations. Inventory Valuation The cost of all inventories is determined by the moving average cost method. We have included all material charges directly or indirectly incurred in bringing inventory to its existing condition and location. We evaluate our inventory value at the end of each quarter to ensure that inventory, when viewed by category, is carried at the lower of cost and net realizable value, which also considers items that may be damaged, excess, and obsolete inventory. Consideration Received from Vendors and Paid to Customers Each year, we enter into agreements with many of our vendors providing for inventory purchase rebates, generally based on achievement of specified volume purchasing levels. We also receive rebates related to price protection and various marketing allowances that are common industry practice. We accrue for the receipt of vendor rebates based on purchases, and also reduce inventory to reflect the net acquisition cost (purchase price less expected purchase rebates). In addition, we enter into agreements with many of our customers to offer customer rebates, generally based on achievement of specified sales levels and various marketing allowances that are common industry practice. We accrue for the payment of customer rebates based on sales to the customer, and also reduce sales to reflect the net sales (sales price less expected customer rebates). Adjustments to earnings resulting from revisions to rebate estimates have been immaterial. Shipping and Handling Shipping and handling costs included in “Selling, general, and administrative” expenses were $121.8 million , $83.1 million , and $89.0 million for fiscal 2018 , fiscal 2017 , and fiscal 2016 , respectively. Property and Equipment Property and equipment are recorded at cost. Lease obligations for which we assume or retain substantially all the property rights and risks of ownership are capitalized. Amortization of assets recorded under capital leases is included in “Depreciation and amortization” expense. Replacements of major units of property are capitalized and the replaced properties are retired. Replacements of minor components of property and repair and maintenance costs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Upon retirement or disposition of assets, cost and accumulated depreciation are removed from the related accounts and any gain or loss is included in income. Income Taxes We account for deferred income taxes using the liability method. Accordingly, we recognize deferred tax assets and liabilities based on the tax effects of temporary differences between the financial statement and tax bases of assets and liabilities, as measured by current enacted tax rates. All deferred tax assets and liabilities are classified as noncurrent in our consolidated balance sheet. A valuation allowance is recorded to reduce deferred tax assets when necessary. For additional information about our income taxes, see Note 8, “Income Taxes.” Insurance and Self-Insurance For fiscal 2018, 2017, and 2016, the Company purchased an insurance policy for its non-union and certain unionized employee health benefits, and was fully insured for this obligation. Health benefits for some unionized employees for fiscal 2018, 2017, and 2016 were paid directly to a union trust, depending upon the union-negotiated benefit arrangement. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 29, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets In connection with the acquisition of Cedar Creek, we acquired certain intangible assets. As of December 29, 2018 , our intangible assets consist of goodwill and other intangible assets including customer relationships, noncompete agreements, trade names, and favorable leasehold interests. Goodwill Goodwill is the excess of the cost of an acquired entity over the fair value of tangible and intangible assets (including customer relationships, noncompete agreements, trade names and favorable lease interests) acquired and liabilities assumed under acquisition accounting for business combinations. During the year ended December 29, 2018 , we preliminarily allocated the fair values of assets acquired and liabilities assumed in the acquisition of Cedar Creek and recognized $47.8 million in goodwill. Goodwill is not subject to amortization but must be tested for impairment at least annually. This test requires us to assign goodwill to a reporting unit and to determine if the implied fair value of the reporting unit’s goodwill is less than its carrying amount. We evaluate goodwill for impairment during the fourth quarter of each fiscal year and no impairment was indicated for fiscal 2018. In addition, we will evaluate the carrying values of these assets for impairment between annual impairment tests if an event occurs or circumstances change that would indicate the carrying amounts may be impaired. Such events and indicators may include, without limitation, significant declines in the industries in which our products are used, significant changes in capital market conditions and significant changes in our market capitalization. Definite-Lived Intangible Assets. At December 29, 2018 , in connection with the acquisition of Cedar Creek, we had definite-lived intangible assets that related to customer relationships, noncompete agreements, trade names, and favorable leasehold interests. At December 29, 2018 , the gross carrying amounts, the accumulated amortization and the net carrying amounts of our definite-lived intangible assets were as follows: (In thousands) Gross Carrying Amounts Accumulated Amortization [2] Net Carrying Amounts Customer relationships $ 25,500 $ (3,024 ) $ 22,476 Noncompete agreements 8,254 (1,468 ) 6,786 Trade names 6,826 (1,619 ) 5,207 Favorable leasehold interests [1] 800 (47 ) 753 Total $ 41,380 $ (6,158 ) $ 35,222 ____________________ [1] Amortized to rent expense [2] Intangible assets except customer relationships are amortized on straight line basis. Customer relationships are amortized on a double declining balance method. Amortization Expense The weighted average estimated useful life remaining for customer relationships, noncompete agreements, trade names and favorable leasehold interest is approximately 11 years , 3 years , 2 years and 11 years respectively. Amortization expense for the definite-lived intangible assets was $6.2 million for the year ended December 29, 2018 , respectively. There were no amortization charges for the comparative periods of the prior year. Estimated annual amortization expense for definite-lived intangible assets over the next five fiscal years is as follows: (In thousands) Estimated Amortization 2019 $ 8,152 2020 7,527 2021 5,035 2022 3,183 2023 1,873 |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 29, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition We recognize revenue when the following criteria are met: 1) Contract with the customer has been identified; 2) Performance obligations in the contract have been identified; 3) Transaction price has been determined; 4) The transaction price has been allocated to the performance obligations; and 5) When (or as) performance obligations are satisfied. Contracts with our customers are generally in the form of standard terms and conditions of sale. From time to time, we may enter into specific contracts with some of our larger customers, which may affect delivery terms. Performance obligations in our contracts generally consist solely of delivery of goods. For all sales channel types, consisting of warehouse, direct, and reload sales, we typically satisfy our performance obligations upon shipment. Our customer payment terms are typical for our industry, and may vary by the type and location of our customer and the products or services offered. The term between invoicing and when payment is due is not deemed to be significant by us. For certain sales channels and/or products, our standard terms of payment may be as early as ten days. In addition, we provide inventory to certain customers through pre-arranged agreements on a consignment basis. Customer consigned inventory is maintained and stored by certain customers; however, ownership and risk of loss remains with us. When the consigned inventory is sold by the customer, we recognize revenue, net of trade allowances. All revenues recognized are net of trade allowances (i.e., rebates), cash discounts and sales returns. Cash discounts and sales returns are estimated using historical experience. Trade allowances are based on the estimated obligations and historical experience. Adjustments to earnings resulting from revisions to estimates on discounts and returns have been insignificant for each of the reported periods. Certain customers may receive cash-based incentives or credits, which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and reduce revenues recognized. We believe that there will not be significant changes to our estimates of variable consideration. The following table presents our revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenues. Fiscal Year Ended (In thousands) December 29, 2018 December 30, 2017 Structural products $ 1,286,119 $ 841,862 Specialty products 1,593,969 988,824 Other [1] (17,238 ) (15,151 ) Total net sales $ 2,862,850 $ 1,815,535 ____________________________________ [1] “Other” includes unallocated allowances and discounts. Beginning in the third quarter of 2018 allowances and discounts are allocated to product categories where identifiable. Prior year numbers in the table have been updated for this presentation. The following table presents our revenues disaggregated by sales channel. Sales and usage-based taxes are excluded from revenues. Fiscal Year Ended (In thousands) December 29, 2018 December 30, 2017 Warehouse $ 2,239,883 $ 1,366,241 Direct 526,900 354,278 Reload and service revenue 134,045 125,108 Cash discounts and rebates (37,978 ) (30,092 ) Total net sales $ 2,862,850 $ 1,815,535 Practical Expedients and Exemptions We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general, and administrative expense. |
Assets Held for Sale
Assets Held for Sale | 12 Months Ended |
Dec. 29, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale | Assets Held for Sale In fiscal 2018 , we designated certain non-operating properties as held for sale, due to strategic realignments of our business. At the time of designation, we ceased recognizing depreciation expense on these assets. As of December 29, 2018 , seven properties were designated as held for sale, and as of December 30, 2017 , two properties had been designated as held for sale. During the fiscal year ended December 29, 2018 , in connection with the integration of Cedar Creek, one property designated as held for sale in fiscal 2017 was returned to operations. As of December 29, 2018 , and December 30, 2017 , the net book value of total assets held for sale was $3.1 million and $0.8 million , respectively, and was included in “Other current assets” in our Consolidated Balance Sheets. Properties held for sale as of December 29, 2018 , consisted of land in Connecticut, and six |
Cash Held in Escrow
Cash Held in Escrow | 12 Months Ended |
Dec. 29, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Cash Held in Escrow | Cash Held in Escrow Cash held in escrow is included in “Other current assets” and “Other non-current assets” on the accompanying Consolidated Balance Sheets. The table below provides the balances of each individual component of cash held in escrow: December 29, 2018 December 30, 2017 (In thousands) Cash in escrow Workers compensation insurance $ 10,194 $ 8,074 Acquisition-related 6,009 — Property taxes and insurance — 2,904 Benefits-related 358 240 Total $ 16,561 $ 11,218 |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 29, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other Current Liabilities The following table shows the components of other current liabilities: December 29, 2018 December 30, 2017 (In thousands) Stock compensation liability awards $ 7,286 $ 495 Property, sales, and other non-income taxes payable 4,909 3,226 Insurance reserves and retention 3,429 4,070 401(k) match 2,485 1,674 State income taxes payable 1,281 14 Accrued interest and other 5,595 1,293 Total $ 24,985 $ 10,772 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 29, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our (benefit from) provision for income taxes consisted of the following: Fiscal Year Fiscal Year Fiscal Year (In thousands) Federal income taxes: Current $ (99 ) $ (659 ) $ 232 Deferred (13,092 ) (45,868 ) — State income taxes: Current 3,786 1,054 962 Deferred (2,749 ) (7,985 ) — Foreign income taxes: Current — 49 (70 ) Deferred — — (3 ) (Benefit from) provision for income taxes $ (12,154 ) $ (53,409 ) $ 1,121 The federal statutory income tax rate was 21% . Our (benefit from) provision for income taxes is reconciled to the federal statutory amount as follows: Fiscal Year Fiscal Year Fiscal Year (In thousands) Expense (benefit) from income taxes computed at the federal statutory tax rate $ (12,643 ) $ 3,355 $ 6,022 Expense (benefit) from state income taxes, net of federal benefit (2,498 ) 253 595 Valuation allowance change 1,974 (87,137 ) (6,319 ) Transaction costs 1,327 — — Nondeductible executive compensation 936 280 132 Share-based compensation - excess tax benefit (1,494 ) (47 ) — Other nondeductible items 344 431 271 Uncertain tax positions (951 ) — — Tax rate change used to measure deferred taxes 681 — — Alternative minimum tax — — 232 Tax Cuts and Jobs Act of 2017 — 29,387 — Other 170 69 188 (Benefit from) provision for income taxes $ (12,154 ) $ (53,409 ) $ 1,121 The change in valuation allowance is exclusive of items that do not impact income from continuing operations, but are reflected in the balance sheet change in deferred income tax assets and liabilities as disclosed in the components of net deferred income tax assets table below. In accordance with the intraperiod tax allocation provisions of U.S. GAAP, we are required to consider all items (including items recorded in other comprehensive income) in determining the amount of tax expense or benefit that should be allocated between continuing operations and other comprehensive income. In fiscal 2018, there was no intraperiod tax allocation since there was a loss in continuing operations along with a loss in other comprehensive income for that period. In fiscal 2017, there was no intraperiod tax allocation since there was income from continuing operations and income in other comprehensive income. In fiscal 2016, there was no intraperiod tax allocation because there were sufficient loss carryforwards to offset income from continuing operations. While the income tax provision from continuing operations is reported in our Consolidated Statements of Operations and Comprehensive Income (Loss), the income tax expense on other comprehensive income is recorded directly to accumulated other comprehensive loss, which is a component of stockholders’ equity (deficit). On December 22, 2017, the U.S. government enacted tax legislation commonly known as the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). The Tax Act provides for significant changes to tax law for tax years beginning after December 31, 2017, including, but not limited to, the reduction of the U.S. federal corporate income tax rate from 35% to 21%, repeal of the corporate alternative minimum tax (“AMT”), and additional limitations on the deductibility of interest expense and executive compensation. The reduction in the federal corporate income tax rate from 35% to 21% resulted in a reduction in our deferred tax asset of $28.8 million with an offsetting adjustment to the valuation allowance of $28.6 million resulting in deferred income tax expense of $0.2 million in fiscal 2017. Furthermore, the Tax Act repealed the AMT and provided that taxpayers with AMT credit carryovers in excess of their regular tax liability may have the credits refunded over a period from 2018 - 2021. As a result, we released our valuation allowance on AMT credits due to the Tax Act of $0.8 million , and recorded a corresponding deferred income tax benefit. In addition, we reclassified our AMT credit carryforward of $0.8 million to a non-current receivable. On December 22, 2017, Staff Accounting Bulletin No. 118 was issued by the Securities and Exchange Commission, which allows companies to record provisional amounts to reflect the income tax effects for the Tax Act during a measurement period that does not extend beyond one year from the enactment date. No additional changes were recorded to tax expense for executive compensation or any other deferred tax asset during fiscal 2018. Our financial statements contain certain deferred tax assets which primarily resulted from tax benefits associated with the loss before income taxes in prior years, as well as net deferred income tax assets resulting from other temporary differences related to certain reserves, pension obligations, and differences between book and tax depreciation and amortization. We record a valuation allowance against our net deferred tax assets when we determine that, based on the weight of available evidence, it is more likely than not that our net deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences can be carried under tax law. In our evaluation of the weight of available evidence at the end of fiscal 2018, we considered the recent reported loss generated in the current year and income generated in the prior two fiscal years, including the prior year income from Cedar Creek, which resulted in a three-year cumulative income situation as positive evidence which carried substantial weight. While this was substantial, it was not the only evidence we evaluated. We also considered evidence related to the four sources of taxable income, to determine whether such positive evidence outweighed the negative evidence. The evidence considered included: • future reversals of existing taxable temporary differences; • future taxable income exclusive of reversing temporary differences and carryforwards; • taxable income in prior carryback years, if carryback is permitted under the tax law; and • tax planning strategies. At the end of fiscal 2018 and 2017, we concluded that the weight of the positive evidence outweighed the negative evidence. In addition to the positive evidence discussed above, we considered as positive evidence forecasted future taxable income and the evidence from business and tax planning strategies described below. Further positive evidence that occurred during the fourth quarter of 2017 was the refinancing of our revolving credit facility to a new five -year period with more favorable terms, the positive market reaction to our former majority shareholder’s underwritten secondary offering to sell its shares of our common stock, and the continued improvement of projected housing starts. As a result, we recorded a partial release of our valuation allowance of $53.5 million during the fourth quarter of 2017. The remaining valuation allowance of $12.3 million as of fiscal 2018 was primarily related to separate company state net operating loss carryforwards. Although we believe our estimates are reasonable, the ultimate determination of the appropriate amount of valuation allowance involves significant judgments. We believe that the change in control under Internal Revenue Code Section 382, resulting from the completion of the secondary offering on October 23, 2017 (as described above), will not cause any of our federal net operating losses to expire unused as management has been effectively implementing a real estate strategy involving sales and leaseback of real estate that is further supported by the sale-leaseback of four warehouses in January 2018 (See Note 15 for more detail). Additionally, the acquisition of Cedar Creek did not generate any limitations under Section 382 on Cedar Creek’s tax assets. The components of our net deferred income tax assets are as follows: December 29, December 30, (In thousands) Deferred income tax assets: Inventory reserves $ 2,826 $ 1,654 Compensation-related accruals 4,717 3,692 Accruals and reserves 339 72 Accounts receivable 586 443 Interest expense limitation 3,169 — Property and equipment 21,547 4,614 Pension 8,031 7,011 Benefit from NOL carryovers (1) 32,325 46,873 Other 418 285 Total gross deferred income tax assets 73,958 64,644 Less: valuation allowances (12,348 ) (10,415 ) Total net deferred income tax assets 61,610 54,229 Deferred income tax liabilities: Intangible assets (8,665 ) — Other (300 ) (376 ) Total deferred income tax liabilities (8,965 ) (376 ) Deferred income tax asset, net $ 52,645 $ 53,853 (1) Our federal NOL carryovers are $90.9 million and will expire in 12 to 17 years . Our state NOL carryovers are $249.3 million and will expire in 1 to 20 years . Activity in our deferred tax asset valuation allowance for fiscal 2018 and 2017 was as follows: Fiscal Year Fiscal Year (In thousands) Balance as of beginning of the year $ 10,415 $ 97,552 Valuation allowance provided for taxes related to: Loss (income) before income taxes 1,933 (4,300 ) Tax Cuts and Jobs Act of 2017 — (29,387 ) Release of valuation allowance — (53,450 ) Balance as of end of the year $ 12,348 $ 10,415 We have recorded income tax and related interest liabilities where we believe certain of our tax positions are not more likely than not to be sustained if challenged. The following table summarizes the activity related to our gross unrecognized tax benefits: (In thousands) 2018 2017 2016 Balance at beginning of fiscal year $ 184 $ 184 $ 184 Additions for tax positions in prior years 6,663 — — Reductions due to lapse of applicable statute of limitations (1,004 ) — — Balance at end of fiscal year $ 5,843 $ 184 $ 184 Included in the unrecognized tax benefits as of December 29, 2018 , and December 30, 2017 , were $5.5 million and $0.2 million , respectively, of tax benefits that, if recognized, would reduce our annual effective tax rate. We also accrued interest related to these unrecognized tax benefits of $0.9 million during fiscal 2018, of which $0.3 million of this amount is reported in “Interest expense” in our Consolidated Statements of Operations and Comprehensive Income (Loss). The remaining $0.6 million of interest, as well as the gross addition for tax positions in prior years of $6.7 million disclosed above in the tabular reconciliation, were recorded through goodwill as part of the purchase accounting for the acquisition of Cedar Creek. No interest was accrued in fiscal 2017 and no penalties were accrued for either fiscal 2018 or 2017. We believe that it is reasonably possible that approximately $1.1 million of our remaining unrecognized tax benefit may be recognized by the end of fiscal 2019 as a result of a lapse of statute of limitations. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 29, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt As of December 29, 2018 and December 30, 2017 , long-term debt consisted of the following: December 29, December 30, (In thousands) Maturity Date 2018 2017 Revolving Credit Facility (net of discounts and debt issuance costs of $6.0 million and $3.1 million at December 29, 2018 and December 30, 2017, respectively) October 10, 2022 $ 327,319 $ 179,569 Mortgage Note Payable (net of discounts and debt issuance costs of $0.8 million at December 30, 2017) — 97,108 Term Loan Facility (net of discounts and debt issuance costs of $6.7 million at December 29, 2018) October 13, 2023 172,356 — Total debt 499,675 276,677 Less: current portion of long-term debt (1,736 ) — Long-term debt, net $ 497,939 $ 276,677 Revolving Credit Facility On April 13, 2018, in connection with the acquisition Cedar Creek, we entered into an Amended and Restated Credit Agreement, with certain of our subsidiaries as borrowers (together with us, the “Borrowers”) or guarantors thereunder, Wells Fargo Bank, National Association, in its capacity as administrative agent (“Wells Fargo”), and certain other financial institutions party thereto (the “Revolving Credit Agreement”). The Revolving Credit Agreement provides for a senior secured asset-based revolving loan and letter of credit facility (the “Revolving Credit Facility”) of up to $600 million and an uncommitted accordion feature that permits the Borrowers, with consent of the lenders, to increase the facility by an aggregate additional principal amount of up to $150 million , which will allow borrowings of up to $750 million under the Revolving Credit Facility. Letters of credit in an aggregate amount of up to $30 million are also available under the Revolving Credit Agreement, which would reduce the amount of the revolving loans available under the Revolving Credit Facility. The maturity date of the Revolving Credit Agreement is October 10, 2022. The Revolving Credit Agreement amended and restated the Borrowers’ existing $335 million secured revolving credit facility, dated October 10, 2017. The proceeds from the Revolving Credit Facility were used to repay outstanding obligations under the Borrowers’ existing revolving credit facility, to fund a portion of the cash consideration payable in connection with the acquisition of Cedar Creek, to fund transaction costs in connection with the acquisition and the amendment of the Revolving Credit Facility, to provide working capital and for other general corporate purposes. In connection with the execution and delivery of the Revolving Credit Agreement, we also entered into, with certain of our subsidiaries, a Guaranty and Security Agreement with Wells Fargo (the “Revolving Guaranty and Security Agreement”). Pursuant to the Revolving Guaranty and Security Agreement, the Borrowers’ obligations under the Revolving Credit Agreement are secured by a security interest in substantially all of our and our subsidiaries’ assets (other than real property), including inventories, accounts receivable, and proceeds from those items. Borrowings under the Revolving Credit Agreement will be subject to availability under the Borrowing Base (as that term is defined in the Revolving Credit Agreement). The Borrowers will be required to repay revolving loans thereunder to the extent that such revolving loans exceed the Borrowing Base then in effect. The Revolving Credit Facility may be prepaid in whole or in part from time to time without penalty or premium, but including all breakage costs incurred by any lender thereunder. The Revolving Credit Agreement provides for interest on the loans at a rate per annum equal to (i) LIBOR plus a margin ranging from 1.75 percent to 2.25 percent , with the amount of such margin determined based upon the average of the Borrowers’ excess availability for the immediately preceding fiscal quarter as calculated by the administrative agent, for loans based on LIBOR, or (ii) the administrative agent’s base rate plus a margin ranging from 0.75 percent to 1.25 percent , with the amount of such margin determined based upon the average of the Borrowers’ excess availability for the immediately preceding fiscal quarter as calculated by the administrative agent, for loans based on the base rate. In the event excess availability falls below the greater of (i) $50 million and (ii) 10 percent of the lesser of (a) the Borrowing Base; and (b) the maximum permitted credit at such time, the Revolving Credit Agreement requires maintenance of a fixed charge coverage ratio of 1.0 to 1.0 until such time as the Borrowers’ excess availability has been at least the greater of (i) $50 million and (ii) 10 percent of the lesser of (a) the Borrowing Base; and (b) the maximum permitted credit at such time for a period of 30 consecutive days. The Revolving Credit Agreement also contains representations and warranties and affirmative and negative covenants customary for financings of this type as well as customary events of default. As of December 29, 2018 , we had outstanding borrowings of $333.3 million , excess availability of $91.7 million , and a weighted average interest rate of 4.6% under our Revolving Credit Facility. As of December 30, 2017, prior to the acquisition of Cedar Creek, we had outstanding borrowings of $182.7 million , excess availability of $63.3 million and a weighted average interest rate of 4.2% . We were in compliance with all covenants under the Revolving Credit Agreement as of December 29, 2018 . Term Loan Facility On April 13, 2018, in connection with the acquisition of Cedar Creek, we entered into a new Credit and Guaranty Agreement (the “Term Loan Agreement”) by and among the Company, as borrower, certain of our subsidiaries, as guarantors, HPS Investment Partners, LLC, as administrative agent and collateral agent (“HPS”) and certain other financial institutions as parties thereto. The Term Loan Agreement provides for a senior secured term loan facility in an aggregate principal amount of $180 million (the “Term Loan Facility”). The maturity date of the Term Loan Agreement is October 13, 2023. The proceeds from the Term Loan Facility were used to fund a portion of the cash consideration payable in connection with the acquisition of Cedar Creek and to fund transaction costs in connection with the acquisition and the Term Loan Facility. In connection with the execution and delivery of the Term Loan Agreement, the Company and certain of our subsidiaries also entered into a Pledge and Security Agreement with HPS (the “Term Loan Security Agreement”). Pursuant to the Term Loan Security Agreement and other “Collateral Documents” (as such term is defined in the Term Loan Agreement), the obligations under the Term Loan Agreement are secured by a security interest in substantially all of our and our subsidiaries’ assets, including inventories, accounts receivable, real property, and proceeds from those items. The Term Loan Agreement requires monthly interest payments, and quarterly principal payments of $450,000 , in arrears. The Term Loan Agreement also requires certain mandatory prepayments of outstanding loans, subject to certain exceptions, including prepayments commencing with the fiscal year ending December 28, 2019, based on a percentage of excess cash flow (as defined in the Term Loan Agreement for such fiscal year). The remaining balance is due on the loan maturity date of October 13, 2023. The Term Loan Facility may be prepaid in whole or in part from time to time after the first anniversary thereof, subject to payment of the “Prepayment Premium” (as such term is defined in the Term Loan Agreement) if such voluntary prepayment does not otherwise constitute an exception to the Prepayment Premium under the Term Loan Agreement and is made prior to the fourth anniversary of the closing date of the Term Loan Agreement, and all breakage costs incurred by any lender thereunder. Borrowings under the Term Loan Agreement may be made as Base Rate Loans or Eurodollar Rate Loans. The Base Rate Loans will bear interest at the rate per annual equal to (i) the greatest of the (a) U.S. prime lending rate published in The Wall Street Journal, (b) the Federal Funds Effective Rate plus 0.50 percent , and (c) the sum of the Adjusted Eurodollar Rate of one month plus 1.00 percent , provided that the Base Rate shall at no time be less than 2.00 percent per annum; and (ii) plus the Applicable Margin, as described below. Eurodollar Rate Loans will bear interest at the rate per annum equal to (i) the ICE Benchmark Administration LIBOR Rate, provided that the Adjusted Eurodollar Rate shall at no time be less than 1.00 percent per annum; plus (ii) the Applicable Margin. The Applicable Margin will be 6.00 percent with respect to Base Rate Loans and 7.00 percent with respect to Eurodollar Rate Loans. The Term Loan Agreement requires maintenance of a total net leverage ratio of 6.75 to 1.00 for the quarter ending December 29, 2018 , and such required covenant level reduces over the term of the Term Loan Facility as set forth in the Term Loan Agreement. The Term Loan Agreement also contains representations, warranties, affirmative and negative covenants customary for financing transactions of this type, and customary events of default. As of December 29, 2018 , we had outstanding borrowings of $179.1 million under our Term Loan Credit Facility and a stated interest rate of 9.3% per annum. At December 30, 2017 , there were no outstanding borrowings under our Term Loan Credit Facility. We were in compliance with all covenants under the Term Loan Agreement as of December 29, 2018 . Our remaining principal payment schedule for each of the next five years is as follows: (In thousands) 2019 $ 1,800 2020 2,250 2021 1,800 2022 1,800 2023 171,450 2006 Commercial Mortgage-Backed Securities (“CMBS”) Mortgage Loan |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 29, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements We determine a fair value measurement based on the assumptions a market participant would use in pricing an asset or liability, in accordance with Accounting Standards Codification (“ASC”) 820 - Fair Value Measurement (“ASC 820”). The fair value measurement guidance established a three level hierarchy making a distinction between market participant assumptions based on (i) unadjusted quoted prices for identical assets or liabilities in an active market (Level 1), (ii) quoted prices in markets that are not active or inputs that are observable either directly or indirectly for substantially the full term of the asset or liability (Level 2), and (iii) prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (Level 3). Fair value measurements for defined benefit pension plan The fair value hierarchy discussed above not only is applicable to assets and liabilities that are included in our consolidated balance sheets, but also is applied to certain other assets that indirectly impact our consolidated financial statements. For example, we sponsor and contribute to a single-employer defined benefit pension plan (see Note 11). Assets contributed by us become the property of the pension plan. Even though the Company no longer has control over these assets, we are indirectly impacted by subsequent fair value adjustments to these assets. The actual return on these assets impacts our future net periodic benefit cost, as well as amounts recognized in our consolidated balance sheets. The Company uses the fair value hierarchy to measure the fair value of assets held by our pension plan. We believe the pension plan asset fair value valuation to comprise Level 2 in the fair value hierarchy. Level 2 assets held in the pension plan under GAAP consist of collective investment trust assets. Fair value measurements for financial instruments |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 29, 2018 | |
Retirement Benefits [Abstract] | |
Employee Benefits | Employee Benefits Single-Employer Defined Benefit Pension Plan We sponsor a noncontributory defined benefit pension plan administered solely by us (the “pension plan”). Most of the participants in the plan are inactive, with the majority of the remaining active participants no longer accruing benefits, and the plan is closed to new entrants. Our funding policy for the pension plan is based on actuarial calculations and the applicable requirements of federal law. Benefits under the pension plan primarily are related to years of service. The following tables set forth the change in projected benefit obligation and the change in plan assets for the pension plan: December 29, December 30, (In thousands) Change in projected benefit obligation: Projected benefit obligation at beginning of period $ 118,812 $ 113,436 Service cost 534 633 Interest cost 3,853 4,663 Actuarial (gain) loss (9,732 ) 5,808 Curtailment gain — (310 ) Benefits paid (5,558 ) (5,418 ) Projected benefit obligation at end of period 107,909 118,812 Change in plan assets: Fair value of assets at beginning of period 88,452 79,087 Actual (loss) return on plan assets (6,321 ) 11,109 Employer contributions 4,668 3,674 Benefits paid (5,558 ) (5,418 ) Fair value of assets at end of period 81,241 88,452 Net unfunded status of plan $ (26,668 ) $ (30,360 ) We recognize the unfunded status (i.e., the difference between the fair value of plan assets and the projected benefit obligations) of our pension plan in our Consolidated Balance Sheets, with a corresponding adjustment to AOCI, net of tax. On December 29, 2018 , we measured the fair value of our plan assets and benefit obligations. As of December 29, 2018 , and December 30, 2017 , the net unfunded status of our benefit plan was $26.7 million and $30.4 million , respectively. Historically, we estimated the service and interest cost components utilizing a single-weighted average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. At the end of fiscal 2017, we changed the approach we use to determine the service and interest components of net periodic pension cost for our pension plan. This change was effective for pension (income)/expense recognized during fiscal 2018 and future fiscal years. We have elected to utilize a full yield curve approach in the estimation of these components by applying the specific spot rates along the yield curve used in determination of the benefit obligation to the relevant projected cash flows. We have made this change to provide a more precise measurement of service and interest costs by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates. This change does not affect the measurement of our total benefit obligations. Actuarial gains and losses occur when actual experience differs from the estimates used to determine the components of net periodic pension cost, and when certain assumptions used to determine the fair value of the plan assets or projected benefit obligation are updated, including but not limited to, changes in the discount rate, plan amendments, differences between actual and expected returns on plan assets, mortality assumptions, and plan re-measurement. We amortize a portion of unrecognized actuarial gains and losses for the pension plan into our Consolidated Statements of Operations and Comprehensive Income (Loss). The amount recognized in the current year’s operations is based on amortizing the unrecognized gains or losses for the pension plan that exceed the larger of 10% of the projected benefit obligation or the fair value of plan assets, also known as the corridor. In the current fiscal year, the amount representing the unrecognized gain or loss that exceeds the corridor is amortized over the estimated average remaining life expectancy of participants, as almost all the participants in the plan are inactive. The net adjustment to other comprehensive income (loss) for fiscal 2018 , fiscal 2017 , and fiscal 2016 was a $0.6 million loss, $0.1 million gain, and a $2.1 million loss, respectively, primarily from the net recognized and unrecognized actuarial gain (loss) for those fiscal periods. The decrease in the unfunded obligation for the fiscal year was approximately $3.7 million and was comprised of $9.7 million of actuarial gains, $6.3 million of investment losses including an asset gain, $4.7 million of pension contributions, and a charge of $4.4 million due to current year service and interest cost. The net periodic pension cost increased to $0.2 million in fiscal 2018, from a credit of $0.2 million in fiscal 2017, driven primarily by a reduction in investment returns. In fiscal 2017, a freeze of certain unionized participants in the pension plan due to renegotiation of union contracts resulted in a reduction in future years of service for the remaining active participants in the plan, which triggered a curtailment. As a result, there was an immaterial curtailment gain from the event which resulted in an immaterial decrease to the projected benefit obligation in fiscal 2017. The unfunded status recorded as Pension Benefit Obligation on our Consolidated Balance Sheets for the pension plan is set forth in the following table, along with the unrecognized actuarial loss, which is presented as part of Accumulated Other Comprehensive Loss: December 29, December 30, (In thousands) Unfunded status $ (26,668 ) $ (30,360 ) Unrecognized prior service cost — — Unrecognized actuarial loss 34,699 33,884 Net amount recognized $ 8,031 $ 3,524 Amounts recognized on the balance sheet consist of: Accrued pension liability $ (26,668 ) $ (30,360 ) Accumulated other comprehensive loss (pre-tax) 34,699 33,884 Net amount recognized $ 8,031 $ 3,524 The portion of estimated net loss for the pension plan that is expected to be amortized from accumulated other comprehensive loss into net periodic cost over the next fiscal year is approximately $1.0 million . The accumulated benefit obligation for the pension plan was $107.4 million and $118.2 million at December 29, 2018 , and December 30, 2017 , respectively. Net periodic pension cost (credit) for the pension plan included the following: Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended (In thousands) Service cost $ 534 $ 633 $ 996 Interest cost on projected benefit obligation 3,853 4,663 4,901 Expected return on plan assets (5,309 ) (6,538 ) (6,224 ) Amortization of unrecognized loss 1,084 1,056 1,126 Net periodic pension cost (credit) $ 162 $ (186 ) $ 799 The following assumptions were used to determine the projected benefit obligation at the measurement date and the net periodic pension cost: December 29, 2018 December 30, 2017 Projected benefit obligation: Discount rate 4.37 % 3.69 % Average rate of increase in future compensation levels Graded 5.5-2.5% Graded 5.5-2.5% Net periodic pension cost: Discount rate 3.69 % 4.26 % Average rate of increase in future compensation levels Graded 5.5-2.5% Graded 5.5-2.5% Expected long-term rate of return on plan assets 6.00 % 8.10 % Our estimates of the amount and timing of our future funding obligations for our defined benefit pension plan are based upon various assumptions specified above. These assumptions include, but are not limited to, the discount rate, projected return on plan assets, and mortality rates. The rate of increase in future compensation levels has a minimal effect on both the projected benefit obligation and net periodic pension cost, as almost all the participants in the plan are inactive, the majority of the remaining active participants are no longer accruing benefits, and the plan is closed to new entrants. Projected return on plan assets. Historically, pension plan assets were managed under an investment strategy comprising two major components: equities, to generate long-term growth; and fixed income securities, to provide current income and stable periodic returns. As also discussed below, during fiscal 2017, the pension plan’s Investment Committee conducted a broad strategic review of portfolio construction and investment allocation policies for the pension plan. Pension plan assets are now managed under a new balanced portfolio allocation policy comprised of two major components: a return-seeking portion and a liability-matching portion. The expected role of return-seeking investments is to achieve a reasonable long-term growth of pension assets with a prudent level of risk, while the role of liability-matching investments is to provide a partial hedge against liability performance associated with changes in interest rates. The objective within return-seeking investments is to achieve asset diversity in order to balance return and volatility. The discount rate. Historically, we estimated the service and interest cost components utilizing a single-weighted average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. At the end of fiscal 2017, we changed our approach, and elected to utilize a full yield curve approach in the estimation of these components by applying the specific spot rates along the yield curve used in determination of the benefit obligation to the relevant projected cash flows. We have made this change to provide a more precise measurement of service and interest costs by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates. Mortality rates. The valuations and assumptions reflect adoption of the Society of Actuaries updated RP-2014 mortality tables, with a “blue collar employee” adjustment for non-annuitants and a BlueLinx custom adjustment for annuitants. Additionally, we use the most current generational projection scales, which were MP-2018 as of December 30, 2018 and MP-2017 as of December 31, 2017. Plan Assets and Long-Term Rate of Return Fiscal 2018 We base the asset return assumption on current and expected asset allocations, as well as historical and expected returns on the plan asset categories. The allocation of the plan’s assets impacts our expected return on plan assets. The expected return on plan assets is based on a targeted allocation consisting of return-seeking securities (including public equity, real assets and diversified credit investment strategies), liability-matching securities (fixed income), and cash and cash equivalents. Our net benefit cost increases as the expected return on plan assets decreases. We believe that our actual long-term asset allocations on average will approximate our targeted allocation. Our targeted allocation is driven by our investment strategy to earn a reasonable rate of return while maintaining risk at acceptable levels through the diversification of investments across and within various asset categories. For fiscal 2018, we used a 6.00% expected return on plan assets. During fiscal 2017, the pension plan’s Investment Committee conducted a broad strategic review of portfolio construction and investment allocation policies for the pension plan. Pension assets are now managed under a new balanced portfolio allocation policy comprised of two major components: a return-seeking portion and a liability-matching portion. The expected role of return-seeking investments is to achieve a reasonable long-term growth of pension assets with a prudent level of risk, while the role of liability-matching investments is to provide a partial hedge against liability performance associated with changes in interest rates. The objective within return-seeking investments is to achieve asset diversity in order to balance return and volatility. The investment policy for the pension plan, in general, is to achieve a reasonable long-term rate of return on plan assets with an acceptable level of risk in order to maintain adequate funding levels. The pension plan’s Investment Committee establishes risk mitigation policies and regularly monitors investment performance and investment allocation policies, with a third party investment advisor executing on these strategies. The current targets, adjusted to exclude non-GAAP BlueLinx real-estate holdings, and actual investment allocation, by asset category as of December 30, 2018, consisted of the following: Current Target Allocation Actual Allocation, December 29, 2018 Return-seeking securities 70 % 69 % Liability-matching securities 28 % 30 % Cash and cash equivalents 2 % 1 % Total 100 % 100 % The following table sets forth by level, within the fair value hierarchy (as defined in Note 10), pension plan assets at their fair values as of December 29, 2018: Quoted prices in active markets of identical assets (Level 1) Significant other observable inputs (Level 2) Significant other unobservable inputs (Level 3) Total (In thousands) Return-seeking securities Corporate bonds (a) $ — $ — $ — $ — Global equity securities (b) — — — — Collective investment trust (c) — 55,766 — 55,766 Liability-matching securities Corporate bonds (d) — — — — Collective investment trusts (e) — 24,649 — 24,649 Cash and cash equivalents 853 — — 853 Total $ 853 $ 80,415 $ — $ 81,268 (a) This category comprises high yield and global bond funds. (b) This category consists of a diversified global mutual fund. (c) This category is comprised of a collective investment trust of equity funds that track the MCSI World Index, and a collective investment trust that holds publicly traded listed infrastructure securities. (d) This category comprises fixed income funds primarily invested in U.S. Treasury notes and bonds, along with high-quality mortgage-backed securities and corporate bonds. (e) This category is consists of a collective investment trust investing in Treasury STRIPS. The fair value of the Level 1 assets was based on quoted prices in active markets for the identical assets. The fair value of the Level 2 assets was determined by management based on an assessment of valuations provided by asset management entities and was calculated by aggregating market prices for all underlying securities. Investment objectives for our pension plan assets are: • Matching Plan liability performance • Diversifying risk • Achieving a target investment return We believe that there are no significant concentrations of risk within our plan assets as of December 29, 2018. We comply with the rules and regulations promulgated under the Employee Retirement Income Security Act of 1974 (“ERISA”) and we prohibit investments and investment strategies not allowed by ERISA. Fiscal 2017 The following table sets forth by level, within the fair value hierarchy, pension plan assets at their fair values as of December 30, 2017: Quoted prices in active markets of identical assets (Level 1) Significant other observable inputs (Level 2) Significant other unobservable inputs (Level 3) Total (In thousands) Return-seeking securities Corporate bonds (a) $ 10,393 $ — $ — $ 10,393 Global equity securities (b) 25 — — 25 Collective investment trust (c) — 43,910 — 43,910 Liability-matching securities Corporate bonds (d) 20,711 — — 20,711 Collective investment trusts (e) — 11,739 — 11,739 Cash and cash equivalents 1,674 — — 1,674 Total $ 32,803 $ 55,649 $ — $ 88,452 Pension Plan Cash Flows Our estimated normal future benefit payments to pension plan participants are as follows: Fiscal Year Ending (In thousands) 2019 $ 6,345 2020 6,585 2021 6,844 2022 6,965 2023 7,080 Thereafter 35,800 We fund the pension plan liability in accordance with the limits imposed by ERISA, federal income tax laws, and the funding requirements of the Pension Protection Act of 2006. We are required to make four quarterly cash contributions to the pension plan totaling approximately $2.2 million for fiscal funding year 2019. Multiemployer Pension Plans We participate in several multiemployer pension plans (“MEPPs”) that provide retirement benefits to certain union employees in accordance with certain CBAs. As one of many participating employers in these MEPPs, we are generally responsible with the other participating employers for any plan underfunding. Our contributions to a particular MEPP are established by the applicable CBAs; however, our required contributions may increase based on the funded status of an MEPP and legal requirements such as those of the Pension Protection Act of 2006 (“Pension Act”), which requires substantially underfunded MEPPs to implement a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) to improve their funded status. Factors that could impact funded status of an MEPP include, without limitation, investment performance, changes in the participant demographics, decline in the number of contributing employers, changes in actuarial assumptions and the utilization of extended amortization provisions. A FIP or RP requires a particular MEPP to adopt measures to correct its underfunded status. These measures may include, but are not limited to: an increase in our contribution rate to the applicable CBA, a reallocation of the contributions already being made by participating employers for various benefits to individuals participating in the MEPP, and/or a reduction in the benefits to be paid to future and/or current retirees. We could also be obligated to make future payments to MEPPs if we either cease to have an obligation to contribute to the MEPP or significantly reduce our contributions to the MEPP because we reduce our number of employees who are covered by the relevant MEPP for various reasons, including, but not limited to, layoffs or closures, assuming the MEPP has unfunded vested benefits. The amount of such payments (known as a complete or partial withdrawal liability) generally would equal our proportionate share of the plan’s unfunded vested benefits. The following table lists our participation in our multiemployer plans which we deem significant. “Contributions” represent the amounts contributed to the plan during the fiscal years presented: Contributions (in millions) Pension Fund: EIN/Pension Plan Number Pension Act Zone Status FIP/RP Status Surcharge 2018 2017 2016 Lumber Employees Local 786 Retirement Fund (1) 516067407 Green (September 1, 2015) N/A No n/a n/a $ 0.4 Central States, Southeast and Southwest Areas Pension Fund (2) 366044243 Critical and Declining (January 1, 2018) RP No 0.4 0.7 0.6 Other 0.1 0.2 0.4 Total $ 0.5 $ 0.9 $ 1.4 (1) We withdrew from this plan in fiscal 2017, and recorded an estimated $5.0 million withdrawal liability on the Consolidated Balance Sheet in “other non-current liabilities,” and recorded an offsetting non-cash expense in the Consolidated Statement of Operations in “selling, general, and administrative” costs. We expect the liability to be paid over a 19 -year period, with payments substantially similar on a total annual basis to those disclosed above. Our contributions for fiscal 2016 exceeded 5% of total plan contributions, and we were deemed to be a significant contributor to this plan. (2) Our contributions to this plan are approximately 0.06% of total contributions, which is less than the required disclosure threshold of 5% of total plan contributions. However, this plan is deemed significant for disclosure as it is severely underfunded. Additionally, we recorded an estimated partial withdrawal liability of $7.1 million in fiscal 2018, related to the closure of certain facilities. We may, in the future, record an additional liability if required by an event of our withdrawal from the plan or a mass withdrawal. Our most recent contingent withdrawal liability was estimated at approximately $52.5 million , for a complete withdrawal occurring in fiscal 2019. In the case of both a complete withdrawal and a mass withdrawal, our payments to the Central States Plan would generally continue at approximately the current rate, which, even with potential rehabilitation increases, is less than $1.0 million per year. In a complete withdrawal, the payments would not amortize the liability fully; however, payments for a complete withdrawal are limited to a 20 -year period. In the case of a mass withdrawal, the liability would never amortize, and payments would continue indefinitely. Defined Contribution Plans Our employees also participate in two defined contribution plans: the “hourly savings plan” covering hourly employees, and the “salaried savings plan” covering salaried employees. Discretionary contributions to the plans are based on employee contributions and compensation, and, in certain cases, participants in the hourly savings plan also receive employer contributions based on union negotiated match amounts. Employer contributions to the hourly savings plan for fiscal 2018, fiscal 2017, and fiscal 2016 were $0.6 million and $0.3 million , and $0.2 million , respectively. Employer contributions totaling $1.8 million for the salaried savings plan for fiscal 2018 have been deferred until the first quarter of 2019. Employer contributions to the salaried savings plan for fiscal 2017 of $1.0 million were deferred and paid in the first quarter of fiscal 2018, and the fiscal 2016 employer contributions to this plan of $0.9 million |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 29, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation We have three stock-based compensation plans covering officers, directors, certain employees, and consultants: the 2004 Equity Incentive Plan (the “2004 Plan”), the 2006 Long-Term Equity Incentive Plan (the “2006 Plan”), and the 2016 Amended and Restated Long-Term Incentive Plan (the “2016 Plan”). The plans are designed to motivate and retain individuals who are responsible for the attainment of our primary long-term performance goals. The plans provide a means whereby the participants develop a further sense of proprietorship and personal involvement in our development and financial success, thereby advancing the interests of the Company and its stockholders. Although we do not have a formal policy on the matter, we issue new shares of our common stock to participants upon the exercise of options or upon the vesting of restricted stock, restricted stock units, or performance shares, out of the total amount of common shares applicable for issuance or vesting under the aforementioned plans. Shares are available for new issuance only under the 2016 Plan. The 2006 and 2004 Plans have no shares remaining for issuance. Remaining 2006 Plan shares are outstanding only for the vesting of outstanding equity awards and the exercise of currently outstanding options, and 2004 Plan shares are outstanding only for the exercise of currently outstanding options. The 2016 Plan permits the grant of nonqualified stock options, incentive stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance shares, performance units, cash-based awards, and other share-based awards to participants of the 2016 Plan selected by our Board of Directors or a committee of the Board that administers the 2016 Plan. We reserved 810,200 shares of our common stock for issuance under the 2016 Plan. The terms and conditions of awards under the 2016 Plan are determined by the Compensation Committee. Some of the awards issued under both the 2016 and 2006 Plans are subject to accelerated vesting in the event of a change in control as such an event is defined in the respective Plan documents. For all awards designated as equity awards, we recognize compensation expense equal to the grant-date fair value for all share-based payment awards that are expected to vest, as described further below, in “Compensation Expense”. This expense is recorded on a straight-line basis over the requisite service period of the entire award, unless the awards are subject to market or performance conditions, in which case we recognize compensation expense over the requisite service period of each separate vesting tranche, to the extent the occurrence of such conditions are probable. Outstanding awards designated as liability awards primarily consisted of Cash-Settled Stock Appreciation Rights (“cash-settled SARs”), where we intend to settle the remaining portion of the awards in cash on or before the August 15, 2019 payment deadline. To value the cash-settled SARs, we utilized the Black-Scholes-Merton option pricing model (“Black-Scholes”), and recorded quarterly expense attributions of the awards based on estimates of the fair market value of the awards at the end of each quarter during the service period. The Black-Scholes model required the input of highly subjective assumptions such as the expected stock price volatility. Additionally, we amended an award agreement for 1,500 performance shares for which the service component of the agreement was waived, which required reclassification as liability awards. These performance shares are marked to market on a quarterly basis, based on the closing price of our common stock on the last trading day of the quarter. All compensation expense related to our share-based payment awards is recorded in “Selling, general, and administrative” expense in the Consolidated Statements of Operations and Comprehensive Income (Loss). Cash-Settled SARs During fiscal 2016, we granted certain executives and employees cash-settled SARs. The cash-settled SARs vested on July 16, 2018. On the vesting date, half of the vested value of the cash-settled SARs became payable within thirty days of the vesting date, and the remainder payable not later than August 15, 2019. The exercise price for the cash-settled SARs was amended so that it was based on a 20-day trading average of the Company’s common stock through the vesting date, in excess of the $7.00 grant date valuation. The accrued liability for the remaining half payable in fiscal 2019 was $6.8 million . During fiscal 2017, certain individuals were no longer employed with the Company, and their cash-settled SAR agreements allowed for a partial accelerated vesting (of 27,385 cash-settled SARs); and a partial forfeiture (of 20,615 cash-settled SARs), pro-rated based on employment dates. At that time, half the accelerated vested value of the cash-settled SARs, as valued at the closing stock price on the deemed exercise date, was paid to those participants, with the remaining half payable on July 16, 2019. These payments, and the accrued liability for the remaining half payable in fiscal 2019, were immaterial. At December 29, 2018 , there were 445,000 cash-settled SARs issued and outstanding, and we recognized expense of approximately $13.2 million , $0.6 million and $0.4 million in fiscal 2018 , 2017 , and 2016 , respectively, related to these awards. The following table summarizes the assumptions used to compute the current fair value of our cash-settled SARs: December 29, 2018 December 30, 2017 Expected volatility Not applicable 33.80 % Risk-free interest rate Not applicable 1.55 % Expected term (in years) Not applicable 0.54 Expected dividend yield Not applicable Not applicable Restricted Stock, Restricted Stock Units, Performance Shares, and Stock Options Restricted Stock During fiscal 2018 , we did not grant any restricted stock awards. Our sole remaining outstanding restricted stock award as of December 29, 2018 , was due to vest and/or vested in equal annual increments over three years, of which January 13, 2018 was the final date of incremental vesting. Restricted stock awards that vested during fiscal 2017 had either vested in equal annual increments over three years, or had cliff-vested three years after the date of grant. These awards were time-based and were not based upon attainment of performance goals. As of December 29, 2018 , there was no remaining unrecognized compensation expense related to restricted stock. As of December 29, 2018 , the weighted average remaining contractual term for our restricted stock was zero , due to final incremental vesting on January 13, 2018, and the maximum contractual term was 3.0 years . The following table summarizes activity for our restricted stock awards during fiscal 2018 : Restricted Stock Awards Number of Awards Weighted Average Fair Value Outstanding as of December 30, 2017 16,667 $ 9.90 Granted — — Vested (1) (16,667 ) 9.90 Forfeited — — Outstanding as of December 29, 2018 — $ — (1) The total fair value vested in fiscal 2018 , fiscal 2017 , and fiscal 2016 was $0.2 million , $1.2 million , and $1.1 million , respectively. Restricted Stock Units During fiscal 2018 , and in prior years, the Board of Directors was granted restricted stock units with a one -year vesting period, although a pro-rated portion may vest prior to the one -year period, with the remainder forfeited, if a Director chooses not to stand for re-election before the one -year vesting period has elapsed. All vested director grants settle at the earlier of ten years from the vesting date or retirement from the Board of Directors. These awards are time-based and are not based upon attainment of performance goals. During fiscal year 2018, the Board of Directors granted restricted stock units to certain of our employees and executive officers. Certain of the restricted stock units vest in equal annual increments over the three years after the date of grant, and the remaining restricted stock units vest on the third anniversary of the date of grant if certain performance conditions are met prior to the vesting date.One tranche of restricted stock units was granted to an executive officer during fiscal 2017, with a vesting date three years after the date of grant. Outstanding restricted stock units granted prior to fiscal 2017 to employees and executive officers vest either in equal annual increments over three years or between two and three years after the date of grant. As of December 29, 2018 , there was approximately $4.9 million of total unrecognized compensation expense related to restricted stock units. The unrecognized compensation expense is expected to be recognized over a weighted average term of 1.8 years . As of December 29, 2018 , the weighted average remaining contractual term for our restricted stock units was 1.8 years , and the maximum contractual term was 3.0 years . The following table summarizes activity for our restricted stock units during fiscal 2018 : Restricted Stock Units Number of Awards Weighted Average Fair Value Outstanding as of December 30, 2017 242,362 $ 7.41 Granted 198,487 33.46 Vested (1) (228,029 ) 7.42 Forfeited (18,598 ) 15.06 Outstanding as of December 29, 2018 194,222 $ 33.29 (1) The total fair value of restricted stock units vested in fiscal 2018 , 2017 , and 2016 was $1.7 million , $0.7 million and $0.6 million , respectively. Performance shares During fiscal year 2015, the Board of Directors granted certain of our executive officers and employees awards of performance shares of our common stock. The performance shares were released upon the successful achievement of specific, measurable performance criteria approved by the Compensation Committee, and the satisfaction of a service condition in fiscal 2018. There were no performance shares granted during fiscal 2018. The following table summarizes activity for our performance share awards during fiscal 2018 : Performance Shares Number of Awards Weighted Average Fair Value Outstanding as of December 30, 2017 60,000 $ 9.29 Granted — — Vested (1) (59,000 ) 9.28 Forfeited (1,000 ) 9.80 Outstanding at December 29, 2018 — $ — (1) No performance share awards vested in fiscal 2017. The total fair value vested in fiscal 2018 and 2016 was $0.5 million and $1.6 million , respectively. Stock Options The tables below summarize activity and include certain additional information related to our outstanding stock options granted under the 2004 Plan and 2006 Plan for the year ended December 29, 2018 . The maximum contractual term for stock options was ten years from the grant date, and the remaining outstanding final tranche of options as of December 29, 2018 , presented below, expired on March 10, 2018 . There were no new employee stock option grants and no stock option exercises during fiscal years 2018 , 2017 , and 2016 . Options Shares Weighted Average Exercise Price Outstanding as of December 30, 2017 75,000 $ 46.60 Granted — — Exercised — — Forfeited — — Expired (75,000 ) 46.60 Outstanding and exercisable as of December 29, 2018 — $ — Compensation Expense Total share-based compensation expense from our share-based awards was as follows: December 29, 2018 December 30, 2017 December 31, 2016 (In thousands) Restricted Stock and Restricted Stock Units $ 1,350 $ 1,406 $ 1,872 Performance Shares 788 452 92 Cash-settled Stock Appreciation Rights 13,173 622 375 Stock Options — — — Total $ 15,311 $ 2,480 $ 2,339 We recognized related income tax benefits in fiscal years 2018 , 2017 , and 2016 of $3.9 million , $1.0 million , and $0.9 million , respectively, which were fully realized in fiscal 2018 and 2017, and offset by a valuation allowance during fiscal 2016. We present the benefits of tax deductions in excess of recognized compensation expense as a net operating cash outflow in our Consolidated Statements of Cash Flows when present. There was an excess tax benefit of $1.5 million in fiscal 2018, and were no material excess tax benefits in fiscal years 2017 and 2016 |
Earnings per Common Share
Earnings per Common Share | 12 Months Ended |
Dec. 29, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Common Share | Earnings per Common Share We calculate basic earnings per share by dividing net income by the weighted average number of common shares outstanding, excluding unvested restricted shares. We calculate diluted earnings per share using the treasury stock method, by dividing net income by the weighted average number of common shares outstanding plus the dilutive effect of outstanding share-based awards, including restricted stock awards and units, performance shares, and stock options. The following table shows the computation of basic and diluted earnings per share: Fiscal Year Ended December 29, 2018 (1) December 30, 2017 December 31, 2016 (In thousands, except per share data) Net income (loss) $ (48,053 ) $ 62,994 $ 16,085 Basic weighted average shares outstanding 9,230 9,045 8,913 Dilutive effect of share-based awards — 201 156 Diluted weighted average shares outstanding 9,230 9,246 9,069 Basic earnings (loss) per share $ (5.21 ) $ 6.96 $ 1.80 Diluted earnings (loss) per share $ (5.21 ) $ 6.81 $ 1.77 (1) Basic and diluted earnings per share are equivalent for the fiscal 2018 , due to net losses for the period, and all outstanding share-based awards would be antidilutive. For fiscal years 2018 , 2017 , and 2016 , we excluded 194,222 , 80,000 , and 289,333 unvested (or unexercised, in the case of options) share-based awards, respectively, from the diluted earnings per share calculation because they were either anti-dilutive or “out of the money”. Outstanding share based awards not included in diluted earnings per share consisted of the following securities: Fiscal Year Ended December 29, 2018 December 30, 2017 December 31, 2016 Unvested restricted stock awards — — 78,333 Performance shares 58,818 — 67,000 Restricted stock units 135,404 5,000 69,000 Unexercised stock options outstanding — 75,000 75,000 Total excluded from diluted earnings per share 194,222 80,000 289,333 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 29, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions D. Wayne Trousdale, our Vice Chairman, Operating Companies, owns approximately 33.33% of a limited liability company that owns and leases six facilities to us. During 2018, approximately $1.5 million in aggregate rent and related amounts was paid to the limited liability company for these properties. Mr. Trousdale’s interest in these amounts was approximately $0.5 million |
Lease Commitments
Lease Commitments | 12 Months Ended |
Dec. 29, 2018 | |
Leases [Abstract] | |
Leases Commitments | Lease Commitments Operating Leases The Company leases real property, logistics equipment, and office equipment under long-term, non-cancelable operating leases. Our real property operating leases have customary extension options and escalation clauses. Our real estate leases also provide for payments of other costs such as real estate taxes, insurance, and common area maintenance, which are not included in rental expense or the future minimum rental payments as set forth below. Total rental expense was approximately $13.6 million , $6.1 million , and $4.2 million for fiscal 2018 , 2017 , and 2016 , respectively. At December 29, 2018 , our total operating lease commitments were as follows: (In thousands) 2019 $ 11,980 2020 9,928 2021 8,435 2022 8,066 2023 7,539 Thereafter 60,847 Total $ 106,795 Capital Leases We have entered into certain long-term, non-cancelable capital leases for real estate, along with certain logistics equipment and vehicles. The real estate leases contain customary extension option periods and annual fixed rent escalations. As of December 29, 2018 , the acquisition value and net book value of assets under capital leases was $159.6 million and $139.2 million , respectively. As of December 30, 2017 , the acquisition value and net book value of assets under capital leases was $30.3 million and $16.4 million , respectively. At December 29, 2018 , our total commitments under capital leases recorded in the Consolidated Balance Sheets in “other current liabilities” and “other non-current liabilities” were as follows: Principal Interest (In thousands) 2019 $ 7,487 $ 13,803 2020 6,741 13,426 2021 4,403 13,129 2022 3,602 12,920 2023 3,206 12,727 Thereafter 125,602 170,028 Total $ 151,041 $ 236,033 Sale Leaseback Transactions During fiscal 2018, we completed sale-leaseback transactions on distribution centers located in Bellingham, Massachusetts; Raleigh, North Carolina; Frederick, Maryland; and Lawrenceville, Georgia. As a result of these transactions, we recognized a capital lease asset and obligation totaling $95.1 million . During fiscal 2017, we completed sale-leaseback transactions on distribution centers located in Tampa, Florida; Ft. Worth, Texas; and Miami, Florida and recognized a capital lease asset and obligation totaling $8.0 million on two of these properties. The remaining sale-leaseback property was classified as an operating lease. We originally recognized deferred gains of $83.9 million and $13.7 million |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 29, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Environmental and Legal Matters From time to time, we are involved in various proceedings incidental to our businesses, and we are subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which we operate. Although the ultimate outcome of these proceedings cannot be determined with certainty, based on presently available information management believes that adequate reserves have been established for probable losses with respect thereto. Management further believes that the ultimate outcome of these matters could be material to operating results in any given quarter but will not have a materially adverse effect on our long-term financial condition, our results of operations, or our cash flows. Collective Bargaining Agreements (“CBAs”) As of December 29, 2018 , we employed approximately 2,400 persons on a full-time basis. Approximately 20% of our employees were covered by CBAs negotiated between the company and various local unions. Seven of those CBAs covering approximately 130 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 29, 2018 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Comprehensive income (loss) is a measure of income which includes both net income (loss) and other comprehensive income (loss). Our other comprehensive income (loss) results from items deferred from recognition into our Consolidated Statements of Operations and Comprehensive Loss. Accumulated other comprehensive loss is separately presented on our Consolidated Balance Sheets as part of common stockholders’ equity (deficit). Other comprehensive (loss) income was $(0.6) million , $0.1 million , and $(1.9) million for fiscal 2018 , fiscal 2017 , and fiscal 2016 , respectively. The changes in accumulated balances for each component of other comprehensive loss for fiscal 2016 , 2017 , and 2018 were as follows: Foreign currency translation, net of tax Amortization of unrecognized pension gain (loss), net of tax Other, net of tax Total (In thousands) January 2, 2016, beginning balance $ 396 $ (35,382 ) $ 212 $ (34,774 ) Other comprehensive income (loss), net of tax (1) 264 (2,927 ) — (2,663 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax (1) — 786 — 786 December 31, 2016, ending balance, net of tax $ 660 $ (37,523 ) $ 212 $ (36,651 ) Other comprehensive income (loss), net of tax (2) 14 1,186 — 1,200 Amounts reclassified from accumulated other comprehensive income (loss), net of tax (2) — (1,056 ) — (1,056 ) December 30, 2017, ending balance, net of tax $ 674 $ (37,393 ) $ 212 $ (36,507 ) Other comprehensive income (loss), net of tax (3) (14 ) (608 ) — (622 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax (3) — — — — December 29, 2018, ending balance, net of tax $ 660 $ (38,001 ) $ 212 $ (37,129 ) (1) For fiscal 2016 , there was $0.8 million of actuarial loss recognized in the statements of operations as a component of net periodic pension cost. There was $2.9 million of unrecognized actuarial gain based on updated actuarial assumptions. There was no intraperiod income tax allocation and the deferred tax benefit was fully offset by a valuation allowance. (2) For fiscal 2017 , there was $1.1 million of actuarial loss recognized in the statements of operations as a component of net periodic pension cost. There was $1.2 million of unrecognized actuarial gain based on updated actuarial assumptions. There was no intraperiod income tax allocation and the deferred tax benefit was realized in 2017. (3) For fiscal 2018 , there was $0.0 million of actuarial loss recognized in the statements of operations as a component of net periodic pension cost. There was $0.6 million |
Reverse Stock Split
Reverse Stock Split | 12 Months Ended |
Dec. 29, 2018 | |
Equity [Abstract] | |
Reverse Stock Split | Reverse Stock Split Pursuant to the authorization granted by our stockholders at our Annual Meeting of Stockholders held on May 19, 2016, our board of directors approved a 1-for-10 Reverse Stock Split of our common stock, and a corresponding reduction in the number of authorized shares of common stock, from 200,000,000 to 20,000,000 . Our authorized number of shares of preferred stock remained unchanged at 30,000,000 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 29, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event On February 28, 2019, we entered into a Second Amendment to Credit and Guaranty Agreement with certain of our subsidiaries, as guarantors, HPS, as administrative agent and collateral agent, and the other financial institutions party thereto, as lenders. Pursuant to the amendment: • We are permitted to enter into up to $50 million in real estate sale leaseback transactions prior to the nine-month anniversary of the date of the amendment, with the first $30 million in net proceeds therefrom to be used for repayment of indebtedness under the Term Loan Facility, and the remaining net proceeds to be used to repay indebtedness under the Revolving Credit Facility; • Repayment of indebtedness from net proceeds of the sale leaseback transactions described above made prior to the deadline for delivery of our first and second quarter 2019 financial statements to the lenders under the Term Loan Facility will be deemed to have been made as of the end of our fiscal first and second quarters, respectively; • The total net leverage ratio was increased beginning in the first quarter of 2019, and subsequent quarterly reductions in the covenant level were modified over the term of the Term Loan Facility; and • The “Prepayment Premium” and related breakage costs applicable to certain prepayments of the Term Loan Facility were modified to extend until the fourth anniversary of the date of the Amendment, and to exclude from the “Applicable Make-Whole Amount” any prepayments made after the first anniversary of the date of the Term Loan Facility from the proceeds of the sale of “Specified Properties” (as such terms are defined under the Term Loan Facility). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 29, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation BlueLinx is a wholesale distributor of building and industrial products in the U.S. Our Consolidated Financial Statements include the accounts of BlueLinx Holdings Inc. and its wholly owned subsidiaries. These financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). All significant intercompany accounts and transactions have been eliminated. Fiscal years 2018 , 2017 , and 2016 |
Use of Estimates | Use of EstimatesWe are required to make estimates and assumptions when preparing our Consolidated Financial Statements in accordance with U.S. GAAP. These estimates and assumptions affect the amounts reported in our Consolidated Financial Statements and the accompanying notes. Actual results could differ materially from those estimates. |
Recent Accounting Standards Recently Issued and Adopted | Recent Accounting Standards - Recently Issued Leases. In 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842).” Topic 842 establishes a new lease accounting model for leases. The most significant changes include the clarification of the definition of a lease, the requirement for lessees to recognize for all leases a right-of-use asset and a lease liability in the consolidated balance sheet, and additional quantitative and qualitative disclosures which are designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. Expenses are recognized in the consolidated statement of income in a manner similar to current accounting guidance. Lessor accounting under the new standard is substantially unchanged. We adopted this standard, and all related amendments thereto, effective December 30, 2018, the first day of our fiscal 2019 year, using a prospective transition approach, which applies the provisions of the new guidance at the effective date without adjusting the comparative periods presented. We have elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carry forward the historical accounting relating to lease identification and classification for existing leases upon adoption. We have made an accounting policy election to keep leases with an initial term of 12 months or less off of the consolidated balance sheet. We are finalizing our evaluation of the impacts that the adoption of this accounting guidance will have on the consolidated financial statements, and estimate approximately $60 - $65 million of additional right-of-use assets and liabilities will be recognized in our consolidated balance sheet upon adoption. Additionally, approximately $1.7 million of deferred gains associated with sale-leaseback transactions will be recorded as a cumulative-effect adjustment to accumulated deficit. Goodwill. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other (Topic 350).” This standard is intended to simplify the test for goodwill impairments by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Under the new ASU, a goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The accounting standard will be effective for reporting periods beginning after December 15, 2019, and early adoption is permitted. We have not completed our assessment of the standard but we do not expect the adoption to have a material impact on the Company's consolidated financial position, results of operations and cash flows. Comprehensive Income . In February 2018, the FASB issued ASU No. 2018-02, “Income Statement-Reporting Comprehensive Income (Topic 220).” This standard provides an option to reclassify stranded tax effects within accumulated other comprehensive income (loss) (“AOCI”) to retained earnings due to the U.S. federal corporate income tax rate change in the Tax Cuts and Jobs Act of 2017. This standard is effective for interim and annual reporting periods beginning after December 15, 2018, and early adoption is permitted. We have not completed our assessment, but the adoption of the standard may impact tax amounts stranded in AOCI related to our pension plans. We adopted this standard effective December 30, 2018, the first day of our fiscal 2019 year. Fair Value Measurement. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value (“FV”) Measurement (Topic 820).” In addition to making certain modifications, the standard removes the requirements to disclose: (i) the amount of and reasons for transfers between Level 1 and Level 2 of the FV hierarchy; (ii) the policy for timing transfers between levels; and (iii) the valuation process for Level 3 FV measurements. The standard will require public entities to disclose: (i) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 FV measurements held at the end of the reporting period; and (ii) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 FV measurements. The additional disclosure requirements should be applied prospectively for the most recent interim or annual period presented in the fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented. The amendments in this standard are effective for fiscal years ending after December 15, 2019. Early adoption is permitted, and an entity may early adopt the removed or modified disclosures and delay the adoption of new disclosures until the effective date. We have not completed our assessment of the standard but we do not expect the adoption to have a material impact on the Company's consolidated financial position, results of operations and cash flows. Defined Benefit Pension Plan . In August 2018, the FASB issued ASU No. 2018-14, “Compensation-Retirement-Benefits-Defined Benefit Plans-General (Subtopic 715-20).” The amendments in this update modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing six previously required disclosures and adding two. The amendments also clarify certain disclosure requirements. The amendments in this standard are effective for fiscal years ending after December 15, 2020. Early adoption is permitted. We have not completed our assessment of the standard but we do not expect the adoption to have a material impact on the Company's consolidated financial position, results of operations and cash flows. Recent Accounting Standards - Recently Adopted Revenue from Contracts with Customers. In 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASC 606”) that superseded existing revenue recognition guidance. Under this ASU and subsequently issued amendments, revenue is recognized at the time a good or service is transferred to a customer for the amount of consideration received. The standard was effective for the first interim period within annual periods beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. Entities were permitted to adopt the standard using a “full retrospective” approach (retrospectively to each prior reporting period presented) or a “modified retrospective” approach (reporting the cumulative effect as of the date of adoption). On December 31, 2017, the first day of our fiscal 2018 year, we adopted ASC 606 using the modified retrospective method applied to those contracts which were not completed as of that date. Results for reporting periods beginning after the first day of fiscal 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under the previous accounting standard, ASC 605. There was no adjustment due to the cumulative impact of adopting ASC 606 (See Note 3). |
Revenue Recognition | Revenue Recognition We recognize revenue when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration we expected to be entitled to in exchange for those goods or services. The timing of revenue recognition largely is dependent on shipping terms. Revenue is recorded at the time of shipment for terms designated free on board (“FOB”) shipping point. For sales transactions designated FOB destination, revenue is recorded when the product is delivered to the customer’s delivery site. In addition, we provide inventory to certain customers through pre-arranged agreements on a consignment basis. Customer consigned inventory is maintained and stored by certain customers; however, ownership and risk of loss remains with us. When the consigned inventory is sold by the customer, we recognize revenue on a gross basis. All revenues recognized are net of trade allowances, cash discounts, and sales returns. Cash discounts and sales returns are estimated using historical experience. Trade allowances are based on the estimated obligations and historical experience. Contracts with our customers are generally in the form of standard terms and conditions of sale. From time to time, we may enter into specific contracts with some of our larger customers, which may affect delivery terms. Performance obligations in our contracts generally consist solely of delivery of goods. For all sales channel types, consisting of warehouse, direct, and reload sales, we typically satisfy our performance obligations upon shipment. Our customer payment terms are typical for our industry, and may vary by the type and location of our customer and the products or services offered. The term between invoicing and when payment is due is not deemed to be significant by us. For certain sales channels and/or products, our standard terms of payment may be as early as ten days. In addition, we provide inventory to certain customers through pre-arranged agreements on a consignment basis. Customer consigned inventory is maintained and stored by certain customers; however, ownership and risk of loss remains with us. When the consigned inventory is sold by the customer, we recognize revenue, net of trade allowances. |
Accounts Receivable | Accounts ReceivableAccounts receivable are stated at net realizable value, do not bear interest, and consist of amounts owed for orders shipped to customers. Management establishes an overall credit policy for sales to customers. The allowance for doubtful accounts is determined based on a number of factors including specific customer account reviews, historical loss experience, current economic trends, and the creditworthiness of significant customers based on ongoing credit evaluations. |
Inventory Valuation | Inventory ValuationThe cost of all inventories is determined by the moving average cost method. We have included all material charges directly or indirectly incurred in bringing inventory to its existing condition and location. We evaluate our inventory value at the end of each quarter to ensure that inventory, when viewed by category, is carried at the lower of cost and net realizable value, which also considers items that may be damaged, excess, and obsolete inventory. |
Consideration Received from Vendors and Paid to Customers | Consideration Received from Vendors and Paid to Customers Each year, we enter into agreements with many of our vendors providing for inventory purchase rebates, generally based on achievement of specified volume purchasing levels. We also receive rebates related to price protection and various marketing allowances that are common industry practice. We accrue for the receipt of vendor rebates based on purchases, and also reduce inventory to reflect the net acquisition cost (purchase price less expected purchase rebates). |
Shipping and Handling | Shipping and Handling |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Lease obligations for which we assume or retain substantially all the property rights and risks of ownership are capitalized. Amortization of assets recorded under capital leases is included in “Depreciation and amortization” expense. Replacements of major units of property are capitalized and the replaced properties are retired. Replacements of minor components of property and repair and maintenance costs are charged to expense as incurred. Depreciation is computed using the straight-line method |
Income Taxes | Income TaxesWe account for deferred income taxes using the liability method. Accordingly, we recognize deferred tax assets and liabilities based on the tax effects of temporary differences between the financial statement and tax bases of assets and liabilities, as measured by current enacted tax rates. All deferred tax assets and liabilities are classified as noncurrent in our consolidated balance sheet. A valuation allowance is recorded to reduce deferred tax assets when necessary. |
Insurance and Self-insurance | Insurance and Self-Insurance For fiscal 2018, 2017, and 2016, the Company purchased an insurance policy for its non-union and certain unionized employee health benefits, and was fully insured for this obligation. Health benefits for some unionized employees for fiscal 2018, 2017, and 2016 were paid directly to a union trust, depending upon the union-negotiated benefit arrangement. |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions | The following unaudited consolidated pro forma information presents consolidated information as if the acquisition had occurred on January 1, 2017: Pro forma (In thousands, except per share data) Fiscal 2018 Fiscal 2017 Net sales $ 3,262,433 $ 3,235,923 Net income (loss) (18,129 ) 32,690 Earnings (loss) per common share: Basic $ (1.83 ) $ 3.61 Diluted (1.83 ) 3.54 (In thousands) Consideration paid to shareholders and amounts paid to creditors: Payments to Cedar Creek shareholders [1] $ 166,447 Subordinated unsecured note (due to shareholder) [2] 13,743 Seller’s transaction costs paid by Company 7,349 Add: pay off of Cedar Creek debt [3] 174,213 Total preliminary cash purchase price $ 361,752 _____________ [1] Payments to Cedar Creek’s shareholders include the purchase of common stock and certain escrow adjustments. [2] The Cedar Creek note payable to a shareholder of $13.7 million was paid in full upon the acquisition of Cedar Creek and included $10 million in subordinated debt and $3.7 million in accrued interest. [3] To finance the acquisition of Cedar Creek, the Company amended and restated its Revolving Credit Facility to increase the availability thereunder to $600.0 million and also entered into a new $180.0 million senior secured Term Loan Facility (See Note 9). (In thousands) Preliminary Allocation as of December 29, 2018 Cash and net working capital assets $ 88,318 Inventory 159,227 Property and equipment 71,203 Other, net (1,395 ) Intangible assets and goodwill: Customer relationships 25,500 Non-compete agreements 8,254 Trade names 6,826 Favorable leasehold interests 800 Goodwill 47,772 Capital leases and other liabilities (44,753 ) Cash purchase price $ 361,752 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Definite-Lived Intangible Assets | At December 29, 2018 , the gross carrying amounts, the accumulated amortization and the net carrying amounts of our definite-lived intangible assets were as follows: (In thousands) Gross Carrying Amounts Accumulated Amortization [2] Net Carrying Amounts Customer relationships $ 25,500 $ (3,024 ) $ 22,476 Noncompete agreements 8,254 (1,468 ) 6,786 Trade names 6,826 (1,619 ) 5,207 Favorable leasehold interests [1] 800 (47 ) 753 Total $ 41,380 $ (6,158 ) $ 35,222 ____________________ [1] Amortized to rent expense [2] |
Schedule of Definite-Lived Intangible Asset Amortization | Estimated annual amortization expense for definite-lived intangible assets over the next five fiscal years is as follows: (In thousands) Estimated Amortization 2019 $ 8,152 2020 7,527 2021 5,035 2022 3,183 2023 1,873 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenues Disaggregated by Revenue Source and Sales Channel | The following table presents our revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenues. Fiscal Year Ended (In thousands) December 29, 2018 December 30, 2017 Structural products $ 1,286,119 $ 841,862 Specialty products 1,593,969 988,824 Other [1] (17,238 ) (15,151 ) Total net sales $ 2,862,850 $ 1,815,535 ____________________________________ [1] “Other” includes unallocated allowances and discounts. Beginning in the third quarter of 2018 allowances and discounts are allocated to product categories where identifiable. Prior year numbers in the table have been updated for this presentation. The following table presents our revenues disaggregated by sales channel. Sales and usage-based taxes are excluded from revenues. Fiscal Year Ended (In thousands) December 29, 2018 December 30, 2017 Warehouse $ 2,239,883 $ 1,366,241 Direct 526,900 354,278 Reload and service revenue 134,045 125,108 Cash discounts and rebates (37,978 ) (30,092 ) Total net sales $ 2,862,850 $ 1,815,535 |
Cash Held in Escrow Cash Held i
Cash Held in Escrow Cash Held in Escrow (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of components of cash held in escrow | The table below provides the balances of each individual component of cash held in escrow: December 29, 2018 December 30, 2017 (In thousands) Cash in escrow Workers compensation insurance $ 10,194 $ 8,074 Acquisition-related 6,009 — Property taxes and insurance — 2,904 Benefits-related 358 240 Total $ 16,561 $ 11,218 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | The following table shows the components of other current liabilities: December 29, 2018 December 30, 2017 (In thousands) Stock compensation liability awards $ 7,286 $ 495 Property, sales, and other non-income taxes payable 4,909 3,226 Insurance reserves and retention 3,429 4,070 401(k) match 2,485 1,674 State income taxes payable 1,281 14 Accrued interest and other 5,595 1,293 Total $ 24,985 $ 10,772 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | Our (benefit from) provision for income taxes consisted of the following: Fiscal Year Fiscal Year Fiscal Year (In thousands) Federal income taxes: Current $ (99 ) $ (659 ) $ 232 Deferred (13,092 ) (45,868 ) — State income taxes: Current 3,786 1,054 962 Deferred (2,749 ) (7,985 ) — Foreign income taxes: Current — 49 (70 ) Deferred — — (3 ) (Benefit from) provision for income taxes $ (12,154 ) $ (53,409 ) $ 1,121 |
Schedule of provision for income taxes is reconciled to the federal statutory | Our (benefit from) provision for income taxes is reconciled to the federal statutory amount as follows: Fiscal Year Fiscal Year Fiscal Year (In thousands) Expense (benefit) from income taxes computed at the federal statutory tax rate $ (12,643 ) $ 3,355 $ 6,022 Expense (benefit) from state income taxes, net of federal benefit (2,498 ) 253 595 Valuation allowance change 1,974 (87,137 ) (6,319 ) Transaction costs 1,327 — — Nondeductible executive compensation 936 280 132 Share-based compensation - excess tax benefit (1,494 ) (47 ) — Other nondeductible items 344 431 271 Uncertain tax positions (951 ) — — Tax rate change used to measure deferred taxes 681 — — Alternative minimum tax — — 232 Tax Cuts and Jobs Act of 2017 — 29,387 — Other 170 69 188 (Benefit from) provision for income taxes $ (12,154 ) $ (53,409 ) $ 1,121 |
Schedule of net deferred income tax assets (liabilities) | The components of our net deferred income tax assets are as follows: December 29, December 30, (In thousands) Deferred income tax assets: Inventory reserves $ 2,826 $ 1,654 Compensation-related accruals 4,717 3,692 Accruals and reserves 339 72 Accounts receivable 586 443 Interest expense limitation 3,169 — Property and equipment 21,547 4,614 Pension 8,031 7,011 Benefit from NOL carryovers (1) 32,325 46,873 Other 418 285 Total gross deferred income tax assets 73,958 64,644 Less: valuation allowances (12,348 ) (10,415 ) Total net deferred income tax assets 61,610 54,229 Deferred income tax liabilities: Intangible assets (8,665 ) — Other (300 ) (376 ) Total deferred income tax liabilities (8,965 ) (376 ) Deferred income tax asset, net $ 52,645 $ 53,853 (1) Our federal NOL carryovers are $90.9 million and will expire in 12 to 17 years . Our state NOL carryovers are $249.3 million and will expire in 1 to 20 years |
Schedule of activity in deferred tax asset valuation allowance | Activity in our deferred tax asset valuation allowance for fiscal 2018 and 2017 was as follows: Fiscal Year Fiscal Year (In thousands) Balance as of beginning of the year $ 10,415 $ 97,552 Valuation allowance provided for taxes related to: Loss (income) before income taxes 1,933 (4,300 ) Tax Cuts and Jobs Act of 2017 — (29,387 ) Release of valuation allowance — (53,450 ) Balance as of end of the year $ 12,348 $ 10,415 |
Schedule of activity related to unrecognized tax benefits | The following table summarizes the activity related to our gross unrecognized tax benefits: (In thousands) 2018 2017 2016 Balance at beginning of fiscal year $ 184 $ 184 $ 184 Additions for tax positions in prior years 6,663 — — Reductions due to lapse of applicable statute of limitations (1,004 ) — — Balance at end of fiscal year $ 5,843 $ 184 $ 184 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | As of December 29, 2018 and December 30, 2017 , long-term debt consisted of the following: December 29, December 30, (In thousands) Maturity Date 2018 2017 Revolving Credit Facility (net of discounts and debt issuance costs of $6.0 million and $3.1 million at December 29, 2018 and December 30, 2017, respectively) October 10, 2022 $ 327,319 $ 179,569 Mortgage Note Payable (net of discounts and debt issuance costs of $0.8 million at December 30, 2017) — 97,108 Term Loan Facility (net of discounts and debt issuance costs of $6.7 million at December 29, 2018) October 13, 2023 172,356 — Total debt 499,675 276,677 Less: current portion of long-term debt (1,736 ) — Long-term debt, net $ 497,939 $ 276,677 |
Schedule of Maturities of Long-term Debt | Our remaining principal payment schedule for each of the next five years is as follows: (In thousands) 2019 $ 1,800 2020 2,250 2021 1,800 2022 1,800 2023 171,450 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Retirement Benefits [Abstract] | |
Schedule of changes in projected benefit obligations and change in plan assets | The following tables set forth the change in projected benefit obligation and the change in plan assets for the pension plan: December 29, December 30, (In thousands) Change in projected benefit obligation: Projected benefit obligation at beginning of period $ 118,812 $ 113,436 Service cost 534 633 Interest cost 3,853 4,663 Actuarial (gain) loss (9,732 ) 5,808 Curtailment gain — (310 ) Benefits paid (5,558 ) (5,418 ) Projected benefit obligation at end of period 107,909 118,812 Change in plan assets: Fair value of assets at beginning of period 88,452 79,087 Actual (loss) return on plan assets (6,321 ) 11,109 Employer contributions 4,668 3,674 Benefits paid (5,558 ) (5,418 ) Fair value of assets at end of period 81,241 88,452 Net unfunded status of plan $ (26,668 ) $ (30,360 ) |
Schedule of amounts recognized on consolidated balance sheets | The unfunded status recorded as Pension Benefit Obligation on our Consolidated Balance Sheets for the pension plan is set forth in the following table, along with the unrecognized actuarial loss, which is presented as part of Accumulated Other Comprehensive Loss: December 29, December 30, (In thousands) Unfunded status $ (26,668 ) $ (30,360 ) Unrecognized prior service cost — — Unrecognized actuarial loss 34,699 33,884 Net amount recognized $ 8,031 $ 3,524 Amounts recognized on the balance sheet consist of: Accrued pension liability $ (26,668 ) $ (30,360 ) Accumulated other comprehensive loss (pre-tax) 34,699 33,884 Net amount recognized $ 8,031 $ 3,524 |
Schedule of net periodic pension cost for pension plans | Net periodic pension cost (credit) for the pension plan included the following: Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended (In thousands) Service cost $ 534 $ 633 $ 996 Interest cost on projected benefit obligation 3,853 4,663 4,901 Expected return on plan assets (5,309 ) (6,538 ) (6,224 ) Amortization of unrecognized loss 1,084 1,056 1,126 Net periodic pension cost (credit) $ 162 $ (186 ) $ 799 |
Schedule of assumptions used to determine the projected benefit obligation | The following assumptions were used to determine the projected benefit obligation at the measurement date and the net periodic pension cost: December 29, 2018 December 30, 2017 Projected benefit obligation: Discount rate 4.37 % 3.69 % Average rate of increase in future compensation levels Graded 5.5-2.5% Graded 5.5-2.5% Net periodic pension cost: Discount rate 3.69 % 4.26 % Average rate of increase in future compensation levels Graded 5.5-2.5% Graded 5.5-2.5% Expected long-term rate of return on plan assets 6.00 % 8.10 % |
Schedule of fair value of plan assets by asset category | The current targets, adjusted to exclude non-GAAP BlueLinx real-estate holdings, and actual investment allocation, by asset category as of December 30, 2018, consisted of the following: Current Target Allocation Actual Allocation, December 29, 2018 Return-seeking securities 70 % 69 % Liability-matching securities 28 % 30 % Cash and cash equivalents 2 % 1 % Total 100 % 100 % Quoted prices in active markets of identical assets (Level 1) Significant other observable inputs (Level 2) Significant other unobservable inputs (Level 3) Total (In thousands) Return-seeking securities Corporate bonds (a) $ 10,393 $ — $ — $ 10,393 Global equity securities (b) 25 — — 25 Collective investment trust (c) — 43,910 — 43,910 Liability-matching securities Corporate bonds (d) 20,711 — — 20,711 Collective investment trusts (e) — 11,739 — 11,739 Cash and cash equivalents 1,674 — — 1,674 Total $ 32,803 $ 55,649 $ — $ 88,452 |
Schedule of percentage of fair value of total assets by asset category | The following table sets forth by level, within the fair value hierarchy (as defined in Note 10), pension plan assets at their fair values as of December 29, 2018: Quoted prices in active markets of identical assets (Level 1) Significant other observable inputs (Level 2) Significant other unobservable inputs (Level 3) Total (In thousands) Return-seeking securities Corporate bonds (a) $ — $ — $ — $ — Global equity securities (b) — — — — Collective investment trust (c) — 55,766 — 55,766 Liability-matching securities Corporate bonds (d) — — — — Collective investment trusts (e) — 24,649 — 24,649 Cash and cash equivalents 853 — — 853 Total $ 853 $ 80,415 $ — $ 81,268 (a) This category comprises high yield and global bond funds. (b) This category consists of a diversified global mutual fund. (c) This category is comprised of a collective investment trust of equity funds that track the MCSI World Index, and a collective investment trust that holds publicly traded listed infrastructure securities. (d) This category comprises fixed income funds primarily invested in U.S. Treasury notes and bonds, along with high-quality mortgage-backed securities and corporate bonds. (e) |
Schedule of estimated future benefit payments | Our estimated normal future benefit payments to pension plan participants are as follows: Fiscal Year Ending (In thousands) 2019 $ 6,345 2020 6,585 2021 6,844 2022 6,965 2023 7,080 Thereafter 35,800 |
Schedule of multiemployer plans | The following table lists our participation in our multiemployer plans which we deem significant. “Contributions” represent the amounts contributed to the plan during the fiscal years presented: Contributions (in millions) Pension Fund: EIN/Pension Plan Number Pension Act Zone Status FIP/RP Status Surcharge 2018 2017 2016 Lumber Employees Local 786 Retirement Fund (1) 516067407 Green (September 1, 2015) N/A No n/a n/a $ 0.4 Central States, Southeast and Southwest Areas Pension Fund (2) 366044243 Critical and Declining (January 1, 2018) RP No 0.4 0.7 0.6 Other 0.1 0.2 0.4 Total $ 0.5 $ 0.9 $ 1.4 (1) We withdrew from this plan in fiscal 2017, and recorded an estimated $5.0 million withdrawal liability on the Consolidated Balance Sheet in “other non-current liabilities,” and recorded an offsetting non-cash expense in the Consolidated Statement of Operations in “selling, general, and administrative” costs. We expect the liability to be paid over a 19 -year period, with payments substantially similar on a total annual basis to those disclosed above. Our contributions for fiscal 2016 exceeded 5% of total plan contributions, and we were deemed to be a significant contributor to this plan. (2) Our contributions to this plan are approximately 0.06% of total contributions, which is less than the required disclosure threshold of 5% of total plan contributions. However, this plan is deemed significant for disclosure as it is severely underfunded. Additionally, we recorded an estimated partial withdrawal liability of $7.1 million in fiscal 2018, related to the closure of certain facilities. We may, in the future, record an additional liability if required by an event of our withdrawal from the plan or a mass withdrawal. Our most recent contingent withdrawal liability was estimated at approximately $52.5 million , for a complete withdrawal occurring in fiscal 2019. In the case of both a complete withdrawal and a mass withdrawal, our payments to the Central States Plan would generally continue at approximately the current rate, which, even with potential rehabilitation increases, is less than $1.0 million per year. In a complete withdrawal, the payments would not amortize the liability fully; however, payments for a complete withdrawal are limited to a 20 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of payment award, employee stock purchase plan, valuation assumptions | The following table summarizes the assumptions used to compute the current fair value of our cash-settled SARs: December 29, 2018 December 30, 2017 Expected volatility Not applicable 33.80 % Risk-free interest rate Not applicable 1.55 % Expected term (in years) Not applicable 0.54 Expected dividend yield Not applicable Not applicable |
Schedule of activity for restricted stock and restricted stock units | The following table summarizes activity for our restricted stock awards during fiscal 2018 : Restricted Stock Awards Number of Awards Weighted Average Fair Value Outstanding as of December 30, 2017 16,667 $ 9.90 Granted — — Vested (1) (16,667 ) 9.90 Forfeited — — Outstanding as of December 29, 2018 — $ — (1) The total fair value vested in fiscal 2018 , fiscal 2017 , and fiscal 2016 was $0.2 million , $1.2 million , and $1.1 million 2018 : Restricted Stock Units Number of Awards Weighted Average Fair Value Outstanding as of December 30, 2017 242,362 $ 7.41 Granted 198,487 33.46 Vested (1) (228,029 ) 7.42 Forfeited (18,598 ) 15.06 Outstanding as of December 29, 2018 194,222 $ 33.29 (1) The total fair value of restricted stock units vested in fiscal 2018 , 2017 , and 2016 was $1.7 million , $0.7 million and $0.6 million |
Schedule of activity for performance shares | The following table summarizes activity for our performance share awards during fiscal 2018 : Performance Shares Number of Awards Weighted Average Fair Value Outstanding as of December 30, 2017 60,000 $ 9.29 Granted — — Vested (1) (59,000 ) 9.28 Forfeited (1,000 ) 9.80 Outstanding at December 29, 2018 — $ — (1) No performance share awards vested in fiscal 2017. The total fair value vested in fiscal 2018 and 2016 was $0.5 million and $1.6 million |
Schedule of outstanding employee stock options | The tables below summarize activity and include certain additional information related to our outstanding stock options granted under the 2004 Plan and 2006 Plan for the year ended December 29, 2018 . The maximum contractual term for stock options was ten years from the grant date, and the remaining outstanding final tranche of options as of December 29, 2018 , presented below, expired on March 10, 2018 . There were no new employee stock option grants and no stock option exercises during fiscal years 2018 , 2017 , and 2016 . Options Shares Weighted Average Exercise Price Outstanding as of December 30, 2017 75,000 $ 46.60 Granted — — Exercised — — Forfeited — — Expired (75,000 ) 46.60 Outstanding and exercisable as of December 29, 2018 — $ — |
Schedule of expense for restricted stock, performance shares, restricted stock units, and stock options, net of estimated forfeitures | Total share-based compensation expense from our share-based awards was as follows: December 29, 2018 December 30, 2017 December 31, 2016 (In thousands) Restricted Stock and Restricted Stock Units $ 1,350 $ 1,406 $ 1,872 Performance Shares 788 452 92 Cash-settled Stock Appreciation Rights 13,173 622 375 Stock Options — — — Total $ 15,311 $ 2,480 $ 2,339 |
Earnings per Common Share (Tabl
Earnings per Common Share (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table shows the computation of basic and diluted earnings per share: Fiscal Year Ended December 29, 2018 (1) December 30, 2017 December 31, 2016 (In thousands, except per share data) Net income (loss) $ (48,053 ) $ 62,994 $ 16,085 Basic weighted average shares outstanding 9,230 9,045 8,913 Dilutive effect of share-based awards — 201 156 Diluted weighted average shares outstanding 9,230 9,246 9,069 Basic earnings (loss) per share $ (5.21 ) $ 6.96 $ 1.80 Diluted earnings (loss) per share $ (5.21 ) $ 6.81 $ 1.77 (1) Basic and diluted earnings per share are equivalent for the fiscal 2018 |
Schedule of Share Based Awards Not Included in Diluted Earnings Per Share | Outstanding share based awards not included in diluted earnings per share consisted of the following securities: Fiscal Year Ended December 29, 2018 December 30, 2017 December 31, 2016 Unvested restricted stock awards — — 78,333 Performance shares 58,818 — 67,000 Restricted stock units 135,404 5,000 69,000 Unexercised stock options outstanding — 75,000 75,000 Total excluded from diluted earnings per share 194,222 80,000 289,333 |
Lease Commitments (Tables)
Lease Commitments (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Leases [Abstract] | |
Schedule of commitments under operating leases | At December 29, 2018 , our total operating lease commitments were as follows: (In thousands) 2019 $ 11,980 2020 9,928 2021 8,435 2022 8,066 2023 7,539 Thereafter 60,847 Total $ 106,795 |
Schedule of commitments under capital leases | At December 29, 2018 , our total commitments under capital leases recorded in the Consolidated Balance Sheets in “other current liabilities” and “other non-current liabilities” were as follows: Principal Interest (In thousands) 2019 $ 7,487 $ 13,803 2020 6,741 13,426 2021 4,403 13,129 2022 3,602 12,920 2023 3,206 12,727 Thereafter 125,602 170,028 Total $ 151,041 $ 236,033 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of changes in accumulated balances for each component of other comprehensive income (loss) | The changes in accumulated balances for each component of other comprehensive loss for fiscal 2016 , 2017 , and 2018 were as follows: Foreign currency translation, net of tax Amortization of unrecognized pension gain (loss), net of tax Other, net of tax Total (In thousands) January 2, 2016, beginning balance $ 396 $ (35,382 ) $ 212 $ (34,774 ) Other comprehensive income (loss), net of tax (1) 264 (2,927 ) — (2,663 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax (1) — 786 — 786 December 31, 2016, ending balance, net of tax $ 660 $ (37,523 ) $ 212 $ (36,651 ) Other comprehensive income (loss), net of tax (2) 14 1,186 — 1,200 Amounts reclassified from accumulated other comprehensive income (loss), net of tax (2) — (1,056 ) — (1,056 ) December 30, 2017, ending balance, net of tax $ 674 $ (37,393 ) $ 212 $ (36,507 ) Other comprehensive income (loss), net of tax (3) (14 ) (608 ) — (622 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax (3) — — — — December 29, 2018, ending balance, net of tax $ 660 $ (38,001 ) $ 212 $ (37,129 ) (1) For fiscal 2016 , there was $0.8 million of actuarial loss recognized in the statements of operations as a component of net periodic pension cost. There was $2.9 million of unrecognized actuarial gain based on updated actuarial assumptions. There was no intraperiod income tax allocation and the deferred tax benefit was fully offset by a valuation allowance. (2) For fiscal 2017 , there was $1.1 million of actuarial loss recognized in the statements of operations as a component of net periodic pension cost. There was $1.2 million of unrecognized actuarial gain based on updated actuarial assumptions. There was no intraperiod income tax allocation and the deferred tax benefit was realized in 2017. (3) For fiscal 2018 , there was $0.0 million of actuarial loss recognized in the statements of operations as a component of net periodic pension cost. There was $0.6 million |
Acquisition - Narrative (Detail
Acquisition - Narrative (Details) $ in Thousands | Apr. 13, 2018USD ($) | Dec. 29, 2018USD ($)Facilityemployee | Dec. 29, 2018USD ($)Facilityemployeeshares | Dec. 30, 2017shares | Dec. 31, 2016shares |
Business Acquisition [Line Items] | |||||
Entity number of facilities | Facility | 70 | 70 | |||
Entity number of employees | employee | 2,600 | 2,600 | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 194,222 | 80,000 | 289,333 | ||
Cedar Creek | |||||
Business Acquisition [Line Items] | |||||
Aggregate purchase price | $ 361,752 | ||||
Net sales | $ 1,000,000 | ||||
Net income (loss) | $ 2,500 | ||||
Inventory set-up adjustment | $ 11,800 | ||||
Business acquisition, transaction costs | $ 44,300 | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 61,894 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Cost of sales | $ 2,530,996 | $ 1,584,506 | $ 1,653,637 |
Shipping and Handling | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Cost of sales | 121,800 | $ 83,100 | $ 89,000 |
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Cumulative Effect of New Accounting Principle in Period of Adoption | 1,700 | ||
Minimum | Accounting Standards Update 2016-02 | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 60,000 | ||
Maximum | Accounting Standards Update 2016-02 | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 65,000 |
Acquisition - Proforma Income S
Acquisition - Proforma Income Statement (Details) - Cedar Creek - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Business Acquisition [Line Items] | ||
Net sales | $ 3,262,433 | $ 3,235,923 |
Net income (loss) | $ (18,129) | $ 32,690 |
Earnings (loss) per common share: | ||
Basic (in dollars per share) | $ (1.83) | $ 3.61 |
Diluted (in dollars per share) | $ (1.83) | $ 3.54 |
Acquisition - Preliminary Cash
Acquisition - Preliminary Cash Purchase Price (Details) - USD ($) | Apr. 13, 2018 | Dec. 29, 2018 | Mar. 31, 2018 |
Cedar Creek | |||
Business Acquisition [Line Items] | |||
Payments to Cedar Creek shareholders | $ 166,447,000 | ||
Subordinated unsecured note (due to shareholder) | 13,743,000 | ||
Seller’s transaction costs paid by Company | 7,349,000 | ||
Add: pay off of Cedar Creek debt | 174,213,000 | ||
Total preliminary cash purchase price | 361,752,000 | ||
Note payable to shareholder | 13,700,000 | ||
Subordinated debt | 10,000,000 | ||
Interest payable | 3,700,000 | ||
Line of Credit | Revolving Credit Facility | |||
Business Acquisition [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 750,000,000 | $ 335,000,000 | |
Long-term line of credit facility | $ 333,300,000 | ||
Line of Credit | Revolving Credit Facility | Cedar Creek | |||
Business Acquisition [Line Items] | |||
Line of credit facility, maximum borrowing capacity | 600,000,000 | ||
Term Loan | Secured Debt | |||
Business Acquisition [Line Items] | |||
Long-term line of credit facility | $ 180,000,000 |
Acquisition - Cash Purchase Pri
Acquisition - Cash Purchase Price (Details) - USD ($) $ in Thousands | Dec. 29, 2018 | Dec. 30, 2017 |
Business Acquisition [Line Items] | ||
Goodwill | $ 47,772 | $ 0 |
Cedar Creek | ||
Business Acquisition [Line Items] | ||
Cash and net working capital assets (excluding inventory) | 88,318 | |
Inventory | 159,227 | |
Property and equipment | 71,203 | |
Other, net | (1,395) | |
Goodwill | 47,772 | |
Capital leases and other liabilities | (44,753) | |
Cash purchase price | 361,752 | |
Customer relationships | Cedar Creek | ||
Business Acquisition [Line Items] | ||
Intangible assets | 25,500 | |
Non-compete agreements | Cedar Creek | ||
Business Acquisition [Line Items] | ||
Intangible assets | 8,254 | |
Trade names | Cedar Creek | ||
Business Acquisition [Line Items] | ||
Intangible assets | 6,826 | |
Favorable leasehold interests | Cedar Creek | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 800 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 47,772,000 | $ 0 |
Amortization of intangible assets | $ 6,200,000 | $ 0 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful lives | 11 years | |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful lives | 3 years | |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful lives | 2 years | |
Favorable leasehold interests | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful lives | 11 years | |
Cedar Creek | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 47,772,000 |
Revenue Recognition (Details)
Revenue Recognition (Details) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2018USD ($)day | Dec. 30, 2017USD ($) | Dec. 31, 2016USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Standard terms of payment, number of days | day | 10 | ||
Net sales | $ 2,862,850 | $ 1,815,535 | $ 1,881,043 |
Warehouse | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 2,239,883 | 1,366,241 | |
Direct | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 526,900 | 354,278 | |
Reload and service revenue | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 134,045 | 125,108 | |
Reload and service revenue | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | (37,978) | (30,092) | |
Structural products | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 1,286,119 | 841,862 | |
Specialty products | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 1,593,969 | 988,824 | |
Other | Other | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ (17,238) | $ (15,151) |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Definite Lived Intangible Assets (Details) $ in Thousands | Dec. 29, 2018USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amounts | $ 41,380 |
Accumulated Amortization | (6,158) |
Net Carrying Amounts | 35,222 |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amounts | 25,500 |
Accumulated Amortization | (3,024) |
Net Carrying Amounts | 22,476 |
Non-compete agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amounts | 8,254 |
Accumulated Amortization | (1,468) |
Net Carrying Amounts | 6,786 |
Trade names | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amounts | 6,826 |
Accumulated Amortization | (1,619) |
Net Carrying Amounts | 5,207 |
Favorable leasehold interests | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amounts | 800 |
Accumulated Amortization | (47) |
Net Carrying Amounts | $ 753 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Amortization Expense (Details) $ in Thousands | Dec. 29, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Expected amortization expense, year 1 | $ 8,152 |
Expected amortization expense, year 2 | 7,527 |
Expected amortization expense, year 3 | 5,035 |
Expected amortization expense, year 4 | 3,183 |
Expected amortization expense, year 5 | $ 1,873 |
Assets Held for Sale (Details)
Assets Held for Sale (Details) $ in Millions | Dec. 29, 2018USD ($)warehouseproperty | Dec. 30, 2017USD ($)property |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of properties held for sale | 7 | 2 |
Discontinued operations, held for sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net book value of total assets held for sale | $ | $ 3.1 | $ 0.8 |
Cedar Creek | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of properties held for sale | 1 | |
Lubbock, Texas | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of properties held for sale | warehouse | 6 |
Cash Held in Escrow Cash Held_2
Cash Held in Escrow Cash Held in Escrow (Details) - USD ($) $ in Thousands | Dec. 29, 2018 | Dec. 30, 2017 |
Cash in escrow | ||
Cash in escrow | $ 16,561 | $ 11,218 |
Workers compensation insurance | ||
Cash in escrow | ||
Cash in escrow | 10,194 | 8,074 |
Acquisition-related | ||
Cash in escrow | ||
Cash in escrow | 6,009 | 0 |
Property taxes and insurance | ||
Cash in escrow | ||
Cash in escrow | 0 | 2,904 |
Benefits-related | ||
Cash in escrow | ||
Cash in escrow | $ 358 | $ 240 |
Other Current Liabilities - Sc
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 29, 2018 | Dec. 30, 2017 |
Other Liabilities Disclosure [Abstract] | ||
Stock compensation liability awards | $ 7,286 | $ 495 |
Property, sales, and other non-income taxes payable | 4,909 | 3,226 |
Insurance reserves and retention | 3,429 | 4,070 |
401(k) match | 2,485 | 1,674 |
State income taxes payable | 1,281 | 14 |
Accrued interest and other | 5,595 | 1,293 |
Total | $ 24,985 | $ 10,772 |
Income Taxes - Provision For In
Income Taxes - Provision For Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Federal income taxes: | |||
Current | $ (99) | $ (659) | $ 232 |
Deferred | (13,092) | (45,868) | 0 |
State income taxes: | |||
Current | 3,786 | 1,054 | 962 |
Deferred | (2,749) | (7,985) | 0 |
Foreign income taxes: | |||
Current | 0 | 49 | (70) |
Deferred | 0 | 0 | (3) |
(Benefit from) provision for income taxes | $ (12,154) | $ (53,409) | $ 1,121 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Detail) | 3 Months Ended | 12 Months Ended | |||
Dec. 30, 2017USD ($) | Dec. 29, 2018USD ($) | Dec. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Jan. 31, 2018property | |
Subsequent Event [Line Items] | |||||
Reduction in deferred tax asset | $ 28,800,000 | ||||
Adjustment to deferred tax asset valuation allowance | 28,600,000 | ||||
Deferred income tax expense | 200,000 | ||||
Release of valuation allowance on AMT credits | 800,000 | ||||
Reclassification of AMT credit carryforward | 800,000 | ||||
Partial release of valuation allowance | $ (53,500,000) | $ 0 | (53,450,000) | ||
Deferred tax assets, valuation allowance | 10,415,000 | 12,348,000 | 10,415,000 | $ 97,552,000 | |
Unrecognized tax benefits, if recognized, would reduce effective tax rate | 200,000 | 5,500,000 | 200,000 | ||
Additions for tax positions in prior years | 6,663,000 | 0 | $ 0 | ||
Unrecognized tax benefits, interest accrued | 0 | 900,000 | 0 | ||
Unrecognized tax benefits, penalties accrued | $ 0 | 0 | $ 0 | ||
Decrease in unrecognized tax benefits is reasonably possible | 1,100,000 | ||||
Goodwill | |||||
Subsequent Event [Line Items] | |||||
Unrecognized tax benefits, interest accrued | 600,000 | ||||
Interest Expense | |||||
Subsequent Event [Line Items] | |||||
Unrecognized tax benefits, interest accrued | $ 300,000 | ||||
Sales-leaseback of four distribution centers | |||||
Subsequent Event [Line Items] | |||||
Number of properties subject to sale-leaseback arrangement | property | 4 |
Income Taxes - Reconciliation t
Income Taxes - Reconciliation to Federal Statutory Amount (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Expense (benefit) from income taxes computed at the federal statutory tax rate | $ (12,643) | $ 3,355 | $ 6,022 |
Expense (benefit) from state income taxes, net of federal benefit | (2,498) | 253 | 595 |
Valuation allowance change | 1,974 | (87,137) | (6,319) |
Transaction costs | 1,327 | 0 | 0 |
Nondeductible executive compensation | 936 | 280 | 132 |
Share-based compensation - excess tax benefit | (1,494) | (47) | 0 |
Other nondeductible items | 344 | 431 | 271 |
Uncertain tax positions | (951) | 0 | 0 |
Tax rate change used to measure deferred taxes | 681 | 0 | 0 |
Alternative minimum tax | 0 | 0 | 232 |
Tax Cuts and Jobs Act of 2017 | 0 | 29,387 | 0 |
Other | 170 | 69 | 188 |
(Benefit from) provision for income taxes | $ (12,154) | $ (53,409) | $ 1,121 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Deferred income tax assets: | |||
Inventory reserves | $ 2,826 | $ 1,654 | |
Compensation-related accruals | 4,717 | 3,692 | |
Accruals and reserves | 339 | 72 | |
Accounts receivable | 586 | 443 | |
Intangible assets | 3,169 | 0 | |
Property and equipment | 21,547 | 4,614 | |
Pension | 8,031 | 7,011 | |
Benefit from NOL carryovers | 32,325 | 46,873 | |
Other | 418 | 285 | |
Total gross deferred income tax assets | 73,958 | 64,644 | |
Less: valuation allowances | (12,348) | (10,415) | $ (97,552) |
Total net deferred income tax assets | 61,610 | 54,229 | |
Deferred income tax liabilities: | |||
Intangible assets | (8,665) | 0 | |
Other | (300) | (376) | |
Total deferred income tax liabilities | (8,965) | (376) | |
Deferred Income Tax Assets, Net | 52,645 | $ 53,853 | |
Operating Loss Carryforwards [Line Items] | |||
Federal NOL carryovers | 90,900 | ||
State NOL carryovers | $ 249,300 | ||
Minimum | |||
Operating Loss Carryforwards [Line Items] | |||
Federal operating loss carryforwards expiration term | 12 years | ||
State operating loss carryforwards expiration term | 1 year | ||
Maximum | |||
Operating Loss Carryforwards [Line Items] | |||
Federal operating loss carryforwards expiration term | 17 years | ||
State operating loss carryforwards expiration term | 20 years |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Asset Valuation Allowance Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 30, 2017 | Dec. 29, 2018 | Dec. 30, 2017 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance as of beginning of the year | $ 10,415 | $ 97,552 | |
Valuation allowance provided for taxes related to: | |||
Loss (income) before income taxes | 1,933 | (4,300) | |
Tax Cuts and Jobs Act of 2017 | 0 | (29,387) | |
Release of valuation allowance | $ (53,500) | 0 | (53,450) |
Balance as of end of the year | $ 10,415 | $ 12,348 | $ 10,415 |
Income Taxes - Gross Unrecogniz
Income Taxes - Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of fiscal year | $ 184 | $ 184 | $ 184 |
Additions for tax positions in prior years | 6,663 | 0 | 0 |
Reductions due to lapse of applicable statute of limitations | (1,004) | 0 | 0 |
Balance at end of fiscal year | $ 5,843 | $ 184 | $ 184 |
Long-Term Debt - Long-Term Debt
Long-Term Debt - Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 29, 2018 | Dec. 30, 2017 |
Debt Instrument [Line Items] | ||
Total debt | $ 499,675 | $ 276,677 |
Less: current portion of long-term debt | (1,736) | 0 |
Long-term debt, net | 497,939 | 276,677 |
Secured Debt | Mortgage Note Payable | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 97,108 |
Discounts and debt issuance costs | 0 | 800 |
Secured Debt | Term Loan | ||
Debt Instrument [Line Items] | ||
Total debt | 172,356 | 0 |
Discounts and debt issuance costs | 6,700 | 0 |
Revolving Credit Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Total debt | 327,319 | 179,569 |
Discounts and debt issuance costs | $ 6,000 | $ 3,100 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 29, 2018 | Apr. 13, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | |
Revolving credit facility | Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Revolving credit facility maximum available credit | $ 750,000,000 | $ 335,000,000 | ||
Letters of credit outstanding | 30,000,000 | |||
Minimum remaining borrowing capacity level before covered ratio is applicable | $ 50,000,000 | |||
Minimum percentage of maximum borrowing capacity or alternative base before covered ratio is applicable | 10.00% | |||
Fixed charge coverage ratio | 1 | |||
Outstanding lines of credit | $ 333,300,000 | |||
Revolving credit facility excess availability | $ 91,700,000 | |||
Interest rate on revolving credit facility | 4.60% | |||
Wells Fargo Bank | Revolving credit facility | U.S. | ||||
Line of Credit Facility [Line Items] | ||||
Outstanding lines of credit | $ 182,700,000 | |||
Revolving credit facility excess availability | $ 63,300,000 | |||
Interest rate on revolving credit facility | 4.20% | |||
Term Loan | Secured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Outstanding lines of credit | $ 180,000,000 | |||
Debt instrument face amount | 180,000,000 | |||
Quarterly principal payment | $ 450,000 | |||
Long-term debt, gross | $ 179,100,000 | |||
Interest rate | 9.30% | |||
LIBOR | Revolving credit facility | Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Description of variable rate basis | LIBOR | |||
Administrative Agent's Base Rate | Revolving credit facility | Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Description of variable rate basis | agent’s base rate | |||
Administrative Agent's Base Rate | Term Loan | Secured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Description of variable rate basis | Base Rate | |||
Credit agreement interest rate | 6.00% | |||
ICE Benchmark Administration | Term Loan | Secured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Description of variable rate basis | ICE Benchmark Administration LIBOR | |||
Prime Rate | Term Loan | Secured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Description of variable rate basis | U.S. prime lending rate | |||
Federal Funds Effective Swap Rate | Term Loan | Secured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Description of variable rate basis | Federal Funds Effective Rate | |||
Credit agreement interest rate | 0.50% | |||
Eurodollar | Term Loan | Secured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Description of variable rate basis | Eurodollar Rate | |||
Credit agreement interest rate | 7.00% | |||
Minimum | LIBOR | Revolving credit facility | Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Credit agreement interest rate | 1.75% | |||
Minimum | Administrative Agent's Base Rate | Revolving credit facility | Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Credit agreement interest rate | 0.75% | |||
Minimum | Administrative Agent's Base Rate | Term Loan | Secured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Credit agreement interest rate | 2.00% | |||
Minimum | Eurodollar | Term Loan | Secured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Credit agreement interest rate | 1.00% | |||
Maximum | Term Loan | Secured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Net leverage ratio | 6.75 | |||
Maximum | LIBOR | Revolving credit facility | Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Credit agreement interest rate | 2.25% | |||
Maximum | Administrative Agent's Base Rate | Revolving credit facility | Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Credit agreement interest rate | 1.25% | |||
Cedar Creek | Revolving credit facility | Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Revolving credit facility maximum available credit | 600,000,000 | |||
Additional borrowing capacity under uncommitted accordion feature | $ 150,000,000 |
Long-Term Debt - Maturities of
Long-Term Debt - Maturities of Long-Term Debt (Details) - Secured Debt - Term Loan $ in Thousands | Dec. 29, 2018USD ($) |
Debt Instrument [Line Items] | |
2019 | $ 1,800 |
2020 | 2,250 |
2021 | 1,800 |
2022 | 1,800 |
2023 | $ 171,450 |
Employee Benefits - Schedule o
Employee Benefits - Schedule of Projected Benefit Obligation and Change in Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Change in projected benefit obligation: | |||
Projected benefit obligation at beginning of period | $ 118,812 | $ 113,436 | |
Service cost | 534 | 633 | $ 996 |
Interest cost | 3,853 | 4,663 | 4,901 |
Actuarial (gain) loss | (9,732) | 5,808 | |
Curtailment gain | 0 | (310) | |
Benefits paid | (5,558) | (5,418) | |
Projected benefit obligation at end of period | 107,909 | 118,812 | 113,436 |
Change in plan assets: | |||
Fair value of assets at beginning of period | 88,452 | 79,087 | |
Actual (loss) return on plan assets | (6,321) | 11,109 | |
Employer contributions | 4,668 | 3,674 | |
Benefits paid | (5,558) | (5,418) | |
Fair value of assets at end of period | 81,241 | 88,452 | $ 79,087 |
Net unfunded status of plan | $ (26,668) | $ (30,360) |
Employee Benefits - Single-Emp
Employee Benefits - Single-Employer Defined Benefit Pension Plan - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2018USD ($)payment | Dec. 30, 2017USD ($) | Dec. 31, 2016USD ($) | |
Retirement Benefits [Abstract] | |||
Unfunded status | $ 26,668 | $ 30,360 | |
Gain (loss) adjustment to other comprehensive income (loss) net of tax | (600) | 100 | $ (2,100) |
Decrease in the unfunded obligation | 3,700 | ||
Actuarial (gain) loss | (9,732) | 5,808 | |
Actual (loss) return on plan assets | 6,321 | (11,109) | |
Employer contributions | 4,668 | 3,674 | |
Charge due to current year service and interest cost | 4,400 | ||
Net periodic pension costs | (162) | 186 | $ (799) |
Estimated net loss expected to be amortized from accumulated other comprehensive loss into net periodic cost over the next fiscal year | 1,000 | ||
Accumulated benefit obligation for the hourly pension plan | $ 107,400 | $ 118,200 | |
Expected return on plan assets assumption (percent) | 6.00% | 8.10% | |
Number of minimum quarterly cash contributions during fiscal 2016 and 2017 | payment | 4 | ||
Minimum required contribution for plan year, per quarter cash contributions during fiscal - 2016 | $ 2,200 |
Employee Benefits - Schedule_2
Employee Benefits - Schedule of Unfunded Status and Amounts Recognized on Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 29, 2018 | Dec. 30, 2017 |
Retirement Benefits [Abstract] | ||
Unfunded status | $ (26,668) | $ (30,360) |
Unrecognized prior service cost | 0 | 0 |
Unrecognized actuarial loss | 34,699 | 33,884 |
Amounts recognized on the balance sheet consist of: | ||
Accrued pension liability | (26,668) | (30,360) |
Accumulated other comprehensive loss (pre-tax) | 34,699 | 33,884 |
Net amounts recognized | $ 8,031 | $ 3,524 |
Employee Benefits - Schedule_3
Employee Benefits - Schedule of Net Periodic Pension Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Net periodic pension cost | |||
Service cost | $ 534 | $ 633 | $ 996 |
Interest cost on projected benefit obligation | 3,853 | 4,663 | 4,901 |
Expected return on plan assets | (5,309) | (6,538) | (6,224) |
Amortization of unrecognized loss | 1,084 | 1,056 | 1,126 |
Net periodic pension cost (credit) | $ 162 | $ (186) | $ 799 |
Employee Benefits - Schedule_4
Employee Benefits - Schedule of Assumptions to Determine Projected Benefit Obligation (Details) | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Projected benefit obligation: | ||
Discount rate | 4.37% | 3.69% |
Net periodic pension cost | ||
Discount rate | 3.69% | 4.26% |
Expected long-term rate of return on plan assets | 6.00% | 8.10% |
Minimum | ||
Projected benefit obligation: | ||
Average rate of increase in future compensation levels | 2.50% | 2.50% |
Net periodic pension cost | ||
Average rate of increase in future compensation levels | 2.50% | 2.50% |
Maximum | ||
Projected benefit obligation: | ||
Average rate of increase in future compensation levels | 5.50% | 5.50% |
Net periodic pension cost | ||
Average rate of increase in future compensation levels | 5.50% | 5.50% |
Employee Benefits - Schedule_5
Employee Benefits - Schedule of Actual Investment Allocation, by Asset Category (Details) | Dec. 29, 2018 |
Defined Benefit Plan Disclosure [Line Items] | |
Current Target Allocation (as a percent) | 100.00% |
Actual Allocation (as a percent) | 100.00% |
Return-seeking securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Current Target Allocation (as a percent) | 70.00% |
Actual Allocation (as a percent) | 69.00% |
Liability-matching securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Current Target Allocation (as a percent) | 28.00% |
Actual Allocation (as a percent) | 30.00% |
Cash and cash equivalents | |
Defined Benefit Plan Disclosure [Line Items] | |
Current Target Allocation (as a percent) | 2.00% |
Actual Allocation (as a percent) | 1.00% |
Employee Benefits - Schedule_6
Employee Benefits - Schedule of Fair Value of Total Assets By Category (Details) - USD ($) $ in Thousands | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 |
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | $ 81,241 | $ 88,452 | $ 79,087 |
Pension Plan | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 81,268 | 88,452 | |
Pension Plan | Level 1 | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 853 | 32,803 | |
Pension Plan | Level 2 | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 80,415 | 55,649 | |
Pension Plan | Level 3 | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 0 | 0 | |
Pension Plan | Return-seeking securities - Corporate bonds | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 0 | 10,393 | |
Pension Plan | Return-seeking securities - Corporate bonds | Level 1 | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 0 | 10,393 | |
Pension Plan | Return-seeking securities - Corporate bonds | Level 2 | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 0 | 0 | |
Pension Plan | Return-seeking securities - Corporate bonds | Level 3 | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 0 | 0 | |
Pension Plan | Global equity securities | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 0 | 25 | |
Pension Plan | Global equity securities | Level 1 | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 0 | 25 | |
Pension Plan | Global equity securities | Level 2 | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 0 | 0 | |
Pension Plan | Global equity securities | Level 3 | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 0 | 0 | |
Pension Plan | Return-seeking securities - Collective investment trust | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 55,766 | 43,910 | |
Pension Plan | Return-seeking securities - Collective investment trust | Level 1 | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 0 | 0 | |
Pension Plan | Return-seeking securities - Collective investment trust | Level 2 | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 55,766 | 43,910 | |
Pension Plan | Return-seeking securities - Collective investment trust | Level 3 | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 0 | 0 | |
Pension Plan | Liability-matching securities - Corporate bonds | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 0 | 20,711 | |
Pension Plan | Liability-matching securities - Corporate bonds | Level 1 | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 0 | 20,711 | |
Pension Plan | Liability-matching securities - Corporate bonds | Level 2 | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 0 | 0 | |
Pension Plan | Liability-matching securities - Corporate bonds | Level 3 | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 0 | 0 | |
Pension Plan | Liability-matching securities - Collective investment trusts | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 24,649 | 11,739 | |
Pension Plan | Liability-matching securities - Collective investment trusts | Level 1 | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 0 | 0 | |
Pension Plan | Liability-matching securities - Collective investment trusts | Level 2 | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 24,649 | 11,739 | |
Pension Plan | Liability-matching securities - Collective investment trusts | Level 3 | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 0 | 0 | |
Pension Plan | Cash and cash equivalents | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 853 | 1,674 | |
Pension Plan | Cash and cash equivalents | Level 1 | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 853 | 1,674 | |
Pension Plan | Cash and cash equivalents | Level 2 | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | 0 | 0 | |
Pension Plan | Cash and cash equivalents | Level 3 | |||
Asset allocation structure of the portfolio | |||
Fair value of plan assets by asset category | $ 0 | $ 0 |
Employee Benefits - Fair Value
Employee Benefits - Fair Value Of Plan Assets by Asset Category and Asset Categories As a Percentage of Total Assets (Details) - USD ($) $ in Thousands | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets by asset category | $ 81,241 | $ 88,452 | $ 79,087 |
Actual Allocation (as a percent) | 100.00% |
Employee Benefits - Schedule_7
Employee Benefits - Schedule of Estimated Future Benefit Payments (Details) $ in Thousands | Dec. 29, 2018USD ($) |
Fiscal Year Ending | |
2019 | $ 6,345 |
2020 | 6,585 |
2021 | 6,844 |
2022 | 6,965 |
2023 | 7,080 |
Thereafter | $ 35,800 |
Employee Benefits - Schedule_8
Employee Benefits - Schedule of Multiemployer Pension Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Multiemployer Plans [Line Items] | |||
Multiemployer plans, estimated withdrawal liability | $ 5 | ||
Multiemployer plans, warranty liability, payment period | 19 years | ||
Multiemployer plans, employer contribution amount as a percentage of total contributions | 0.06% | ||
Multi-employer pension withdrawal liability | $ 7.1 | ||
Multiemployer contributions for the period | $ 0.5 | 0.9 | $ 1.4 |
Lumber Employees Local 786 Retirement Fund | |||
Multiemployer Plans [Line Items] | |||
EIN/Pension Plan Number | 516067407 | ||
Employer contribution plans, employer contribution amount in excess of plan contributions | 5.00% | ||
Multiemployer contributions for the period | $ 0.4 | ||
Central States, Southeast and Southwest Areas Pension Fund | |||
Multiemployer Plans [Line Items] | |||
EIN/Pension Plan Number | 366044243 | ||
Multiemployer plans, employer contribution amount as a percentage of plan contributions | 5.00% | ||
Multi-employer pension withdrawal liability | $ 52.5 | ||
Multiemployer contributions for the period | 0.4 | 0.7 | 0.6 |
Other | |||
Multiemployer Plans [Line Items] | |||
Multiemployer contributions for the period | $ 0.1 | $ 0.2 | $ 0.4 |
Maximum | |||
Multiemployer Plans [Line Items] | |||
Multiemployer plans, warranty liability, payment period | 20 years | ||
Maximum | Central States, Southeast and Southwest Areas Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Multiemployer contributions for the period | $ 1 |
Employee Benefits - Defined Co
Employee Benefits - Defined Contribution Plans - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 29, 2018USD ($)defined_contribution_plan | Dec. 30, 2017USD ($) | Dec. 31, 2016USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||
Number of defined contribution plans | defined_contribution_plan | 2 | ||
Hourly Savings Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plan, cost recognized | $ 0.6 | $ 0.3 | $ 0.2 |
Salaried Savings Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plan, cost recognized | $ 1.8 | $ 1 | $ 0.9 |
Share-Based Compensation - Nar
Share-Based Compensation - Narrative (Details) | 12 Months Ended | ||
Dec. 29, 2018USD ($)planshares | Dec. 30, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of stock compensation plans | plan | 3 | ||
Income tax benefits offset by a valuation allowance | $ | $ 3,900,000 | $ 1,000,000 | $ 900,000 |
Excess tax benefits from share-based compensation arrangements | $ | $ 1,500,000 | 0 | 0 |
Long term equity incentive plan 2004 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares reserved for issuance | 0 | ||
Long term equity incentive plan 2006 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares reserved for issuance | 0 | ||
Long-term equity incentive plan 2016 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares reserved for issuance | 810,200 | ||
Performance shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance shares amended under award agreement (in shares) | 1,500 | ||
Total unrecognized compensation expense | $ | $ 0 | ||
Award requisite service period | 3 years | ||
Stock Appreciation Rights (SARs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation | $ | $ 13,200,000 | $ 600,000 | $ 400,000 |
Cash-settled SARs (in shares) | 27,385 | ||
Restricted Stock and Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation expense | $ | $ 0 | ||
Weighted average remaining contractual term | 0 years | ||
Restricted Stock and Restricted Stock Units | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards vesting period | 3 years | ||
Weighted average remaining contractual term | 3 years | ||
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation expense | $ | $ 4,900,000 | ||
Weighted average term for compensation expense to be recognized | 1 year 9 months 18 days | ||
Weighted average remaining contractual term | 1 year 9 months 18 days | ||
Restricted Stock Units (RSUs) | Board Of Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards vesting period | 1 year | ||
Restricted Stock Units (RSUs) | Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards vesting period | 3 years | ||
Restricted Stock Units (RSUs) | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards vesting period | 3 years | ||
Weighted average remaining contractual term | 3 years | ||
Restricted Stock Units (RSUs) | Maximum | Director | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation, remaining contractual terms | 10 years | ||
Restricted Stock Units (RSUs) | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards vesting period | 2 years | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 0 | 0 | 0 |
Stock options exercised in the period | 0 | 0 | 0 |
Stock options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average remaining contractual term | 10 years |
Share-Based Compensation - Cas
Share-Based Compensation - Cash-Settled SARs (Details) - Stock Appreciation Rights (SARs) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cash-settled SARs (in shares) | 27,385 | ||
Exercised (in dollars per share) | $ 7 | ||
Cash-settled SARs payable | $ 6.8 | ||
Cash-settled SARs forfeited | 20,615 | ||
Stock appreciation rights outstanding (in shares) | 445,000 | ||
Allocated share-based compensation | $ 13.2 | $ 0.6 | $ 0.4 |
Share-based Compensation Arrangement by Share-based Payment Award - Fair Value Assumptions | |||
Expected volatility | 33.80% | ||
Risk-free interest rate | 1.55% | ||
Expected term (in years) | 16 days | ||
Cash settled SARs payable within thirty days | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights, percentage | 50.00% | ||
Cash settled SARs payable within one year | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights, percentage | 50.00% |
Share-Based Compensation - Sch
Share-Based Compensation - Schedules of Award Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Restricted Stock and Restricted Stock Units | |||
Number of Awards | |||
Beginning outstanding balance (in shares) | 16,667 | ||
Granted (in shares) | 0 | ||
Vested (in shares) | (16,667) | ||
Forfeited (in shares) | 0 | ||
Ending outstanding balance (in shares) | 0 | 16,667 | |
Weighted Average Fair Value | |||
Beginning outstanding balance (in dollars per share) | $ 9.90 | ||
Granted (in dollars per share) | 0 | ||
Vested (in dollars per share) | 9.90 | ||
Forfeited (in dollars per share) | 0 | ||
Ending outstanding balance (in dollars per share) | $ 0 | $ 9.90 | |
Total fair value of vested stocks | $ 0.2 | $ 1.2 | $ 1.1 |
Restricted Stock Units (RSUs) | |||
Number of Awards | |||
Beginning outstanding balance (in shares) | 242,362 | ||
Granted (in shares) | 198,487 | ||
Vested (in shares) | (228,029) | ||
Forfeited (in shares) | (18,598) | ||
Ending outstanding balance (in shares) | 194,222 | 242,362 | |
Weighted Average Fair Value | |||
Beginning outstanding balance (in dollars per share) | $ 7.41 | ||
Granted (in dollars per share) | 33.46 | ||
Vested (in dollars per share) | 7.42 | ||
Forfeited (in dollars per share) | 15.06 | ||
Ending outstanding balance (in dollars per share) | $ 33.29 | $ 7.41 | |
Total fair value of vested stocks | $ 1.7 | $ 0.7 | 0.6 |
Performance shares | |||
Number of Awards | |||
Beginning outstanding balance (in shares) | 60,000 | ||
Granted (in shares) | 0 | ||
Vested (in shares) | (59,000) | 0 | |
Forfeited (in shares) | (1,000) | ||
Ending outstanding balance (in shares) | 0 | 60,000 | |
Weighted Average Fair Value | |||
Beginning outstanding balance (in dollars per share) | $ 9.29 | ||
Granted (in dollars per share) | 0 | ||
Vested (in dollars per share) | 9.28 | ||
Forfeited (in dollars per share) | 9.80 | ||
Ending outstanding balance (in dollars per share) | $ 0 | $ 9.29 | |
Total fair value of vested stocks | $ 0.5 | $ 1.6 | |
Stock options | |||
Shares | |||
Beginning outstanding balance (in shares) | 75,000 | ||
Granted (in shares) | 0 | 0 | 0 |
Exercised (in shares) | 0 | 0 | 0 |
Forfeited (in shares) | 0 | ||
Expired (in shares) | (75,000) | ||
Ending outstanding balance (in shares) | 0 | 75,000 | |
Weighted Average Exercise Price | |||
Beginning outstanding balance (in dollars per share) | $ 46.60 | ||
Granted (in dollars per share) | 0 | ||
Exercised (in dollars per share) | 0 | ||
Forfeited (in dollars per share) | 0 | ||
Expired (in dollars per share) | 46.60 | ||
Ending outstanding balance (in dollars per share) | $ 0 | $ 46.60 |
Share-Based Compensation - S_2
Share-Based Compensation - Schedule of Total Share-based Compensation Expense (Details) - USD ($) | 12 Months Ended | |||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | Jan. 03, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 15,311,000 | $ 2,480,000 | $ 2,339,000 | |
Restricted Stock and Restricted Stock Units | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 1,350,000 | 1,406,000 | 1,872,000 | |
Performance shares | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 788,000 | 452,000 | 92,000 | |
Cash-settled Stock Appreciation Rights (SARs) | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 13,173,000 | 622,000 | 375,000 | $ 0 |
Restricted Stock Units and Options | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 0 | $ 0 | $ 0 |
Earnings per Common Share - Sch
Earnings per Common Share - Schedule of Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||
Net income (loss) | $ (48,053) | $ 62,994 | $ 16,085 |
Basic weighted shares outstanding (in shares) | 9,230,000 | 9,045,000 | 8,913,000 |
Dilutive effect of share-based awards (in shares) | 0 | 201,000 | 156,000 |
Diluted weighted average shares outstanding (in shares) | 9,230,000 | 9,246,000 | 9,069,000 |
Basic earnings (loss) per share (in dollars per share) | $ (5.21) | $ 6.96 | $ 1.80 |
Diluted earnings (loss) per share (in dollars per share) | $ (5.21) | $ 6.81 | $ 1.77 |
Antidilutive securities excluded from computation of earnings per share (in shares) | 194,222 | 80,000 | 289,333 |
Earnings per Common Share - S_2
Earnings per Common Share - Schedule of Awards Excluded From Diluted Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 194,222 | 80,000 | 289,333 |
Unvested restricted stock awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 | 78,333 |
Performance shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 58,818 | 0 | 67,000 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 135,404 | 5,000 | 69,000 |
Unexercised stock options outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 75,000 | 75,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - Lease of Facilities - Director $ in Millions | 12 Months Ended |
Dec. 29, 2018USD ($)Facility | |
Related Party Transaction [Line Items] | |
Rent and related amounts paid to LLC | $ 1.5 |
Vice Chairman | |
Related Party Transaction [Line Items] | |
Ownership percentage | 33.33% |
Number of facilities owned | Facility | 6 |
Rent and related amounts paid to LLC | $ 0.5 |
Lease Commitments - Narrative
Lease Commitments - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 29, 2018USD ($) | Dec. 30, 2017USD ($)property | Dec. 31, 2016USD ($) | |
Capital Leased Assets [Line Items] | |||
Total operating lease rent expense | $ 13.6 | $ 6.1 | $ 4.2 |
Basis of assets under capital leases | 159.6 | 30.3 | |
Net book value of assets under capital leases | 139.2 | 16.4 | |
Deferred gain on sale-leaseback transactions | 83.9 | 13.7 | |
Bellingham, Massachusetts; Raleigh, North Carolina; Frederick, Maryland; and Lawrenceville, Georgia | |||
Capital Leased Assets [Line Items] | |||
Capital lease asset and obligations | $ 95.1 | ||
Tampa, Florida; Ft. Worth, Texas; and Miami, Florida | |||
Capital Leased Assets [Line Items] | |||
Capital lease asset and obligations | $ 8 | ||
Number of properties subject to sale-leaseback arrangement | property | 2 |
Lease Commitments - Schedule o
Lease Commitments - Schedule of Operating Lease Commitments (Details) $ in Thousands | Dec. 29, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 11,980 |
2020 | 9,928 |
2021 | 8,435 |
2022 | 8,066 |
2023 | 7,539 |
Thereafter | 60,847 |
Total | $ 106,795 |
Lease Commitments - Schedule_2
Lease Commitments - Schedule of Capital Lease Commitments (Details) $ in Thousands | Dec. 29, 2018USD ($) |
Principal | |
2019 | $ 7,487 |
2020 | 6,741 |
2021 | 4,403 |
2022 | 3,602 |
2023 | 3,206 |
Thereafter | 125,602 |
Total | 151,041 |
Interest | |
2019 | 13,803 |
2020 | 13,426 |
2021 | 13,129 |
2022 | 12,920 |
2023 | 12,727 |
Thereafter | 170,028 |
Total | $ 236,033 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended |
Dec. 29, 2018employeeAgreement | |
Commitments and Contingencies Disclosure [Abstract] | |
Entity number of employees | 2,400 |
Percentages of employees represented by various labor unions | 20.00% |
Number of collective bargaining agreements up for renewal, next fiscal year | Agreement | 7 |
Number of employees covered | 130 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Other comprehensive income (loss), net of tax | $ (0.6) | $ 0.1 | $ (1.9) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Schedule of Change in Accumulated Balances for Each Component of Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 35,002 | $ (29,841) | $ (45,896) |
Other comprehensive income (loss), net of tax | (622) | 1,200 | (2,663) |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 0 | (1,056) | 786 |
Ending balance | (14,663) | 35,002 | (29,841) |
Foreign currency, net of tax | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | 674 | 660 | 396 |
Other comprehensive income (loss), net of tax | (14) | 14 | 264 |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 0 | 0 | 0 |
Ending balance | 660 | 674 | 660 |
Amortization of unrecognized pension gain (loss), net of tax | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (37,393) | (37,523) | (35,382) |
Other comprehensive income (loss), net of tax | (608) | 1,186 | (2,927) |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 0 | (1,056) | 786 |
Ending balance | (38,001) | (37,393) | (37,523) |
Other, net of tax | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | 212 | 212 | 212 |
Other comprehensive income (loss), net of tax | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 0 | 0 | 0 |
Ending balance | 212 | 212 | 212 |
AOCI Attributable to Parent | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (36,507) | (36,651) | (34,774) |
Ending balance | $ (37,129) | $ (36,507) | $ (36,651) |
Reverse Stock Split (Details)
Reverse Stock Split (Details) | May 19, 2016shares | Dec. 29, 2018shares | Dec. 30, 2017shares | May 18, 2016shares |
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 200,000,000 |
Preferred stock, shares authorized | 30,000,000 | |||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Stock split, conversion ratio | 0.1 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event $ in Millions | Feb. 28, 2019USD ($) |
Subsequent Event [Line Items] | |
Sale leaseback transaction, amount permitted | $ 50 |
Sale leaseback transaction, amount of net proceeds to be used for repayment of debt | $ 30 |