v3.26.1
Business Combination
 3 Months Ended
Apr. 04, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combination Business Combination
On October 31, 2025 BlueLinx Corporation, a wholly owned subsidiary of BlueLinx Holdings Inc., entered into an equity purchase agreement (the “Purchase Agreement”) and purchased 100% of the equity interest of Disdero Lumber Co., LLC (“Disdero”). Disdero is engaged in the business of wholesale distribution of premium specialty building materials that include a complete line of clear lumber and distinctive wood architectural elements that are sold into nearly all 50 states. Disdero’s products are used primarily in the construction of high-end, custom homes and decks, as well as upscale multi-family residential and commercial properties.
The initial purchase price paid on October 31, 2025 was approximately $95.4 million ($95.2 million net after considering cash acquired), which the Company paid from cash on hand. Under the Purchase Agreement, the initial purchase price was subject to customary adjustments, such as adjustments for working capital balances. During the first quarter of fiscal 2026, adjustments for working capital resulted in a $0.9 million reduction in the cash consideration paid by the Company for Disdero.

The acquisition of Disdero was accounted for as a business combination using the acquisition method under ASC 805, Business Combination (“ASC 805”). The assets acquired and liabilities assumed in the Disdero acquisition were reflected on the Company’s consolidated balance beginning at the close of business on October 31, 2025. Disdero’s results of operations and cash flows are included in the Company’s consolidated financial results beginning at the start of business on November 1, 2025.

The acquisition of Disdero includes preliminary fair value estimates for acquired intangible assets (customer relationships, trade name, and non-compete agreements) and goodwill as of the October 31, 2025 acquisition date. Upon subsequent completion of the purchase price allocation, any revised fair value amounts assigned to the intangible assets and resulting goodwill may differ materially from the preliminary estimates under the benchmarking process. Additionally, the initial fair value estimates initially assigned to inventory assets and lease obligations are still being evaluated for potential revisions during the open measurement period.

Any changes to the fair values amounts during the measurement period will be recorded to the applicable assets and liabilities with the residual amount allocated to goodwill. The measurement period cannot extend beyond one year from the acquisition date.
The following table summarizes the components of the consideration for Disdero:

Preliminary Allocation as of Acquisition DateMeasurement Periods AdjustmentsRevised Preliminary Allocation
(In thousands)
Estimated fair value of identifiable assets acquired and liabilities assumed:
Cash$179 $— $179 
Accounts receivable6,377 — 6,377 
Inventory16,024 — 16,024 
Prepaid expenses and other assets220 — 220 
Total current assets acquired22,800 — 22,800 
Property & equipment1,319 — 1,319 
Right-of-use lease assets3,074 — 3,074 
Intangible assets:
Customer relationships47,300 — 47,300 
Trade names12,300 — 12,300 
Non-compete agreements4,700 — 4,700 
Total assets acquired91,493 — 91,493 
Accounts payable1,943 — 1,943 
Accrued compensation1,544 — 1,544 
Operating lease obligations756 — 756 
Other current liabilities331 — 331 
Finance lease obligations181 — 181 
Total current liabilities assumed4,755 — 4,755 
Operating lease obligations2,616 — 2,616 
Finance lease obligations587 — 587 
Total liabilities assumed7,958 — 7,958 
Net assets acquired83,535 — 83,535 
Goodwill11,854 (859)10,995 
95,389 (859)94,530 
Less cash acquired(179)— (179)
Preliminary purchase price$95,210 $(859)$94,351 
Under ASC 805, 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 less liabilities assumed, is recorded as goodwill. Goodwill also includes certain other intangible assets that do not qualify for separate recognition, such as an assembled workforce. The goodwill resulting from the Disdero acquisition is expected to be tax deductible.
The estimated useful life for customer relationships and non-compete agreements is 12 years and 5 years, respectively, based on a preliminary evaluation that is subject to change. At this time, the Company plans to operate the acquired Disdero business under the Disdero trade name indefinitely, and therefore the trade name has been assigned an indefinite life and is not being amortized at this time.