v3.26.1
Business Combination
 6 Months Ended
Jul. 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 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, which reduced the value assigned to goodwill. During Q2 2026, the fair values of customer relationships, trade name, and non-
compete agreements, all acquired intangible assets, and inventory were adjusted by an aggregate decrease of $3.9 million with a corresponding aggregate increase in the value assigned to goodwill. See the following table.

The acquisition of Disdero is 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. Disdero became part of the Company’s existing single reportable segment, building products.

The acquisition of Disdero includes preliminary fair value estimates for acquired intangible assets (customer relationships, trade name, and non-compete agreements), goodwill, and inventory as of the October 31, 2025 acquisition date. Upon subsequent completion of the purchase price allocation, any revised fair value amounts assigned to these assets and resulting goodwill may differ from the preliminary estimates. The Company will complete the purchase price allocation before October 31, 2026.

The following table summarizes the components of the consideration for Disdero:

Preliminary Allocation as of Acquisition DateMeasurement Period 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 66 16,090 
Prepaid expenses and other assets220 — 220 
Total current assets acquired22,800 66 22,866 
Property & equipment1,319 — 1,319 
Right-of-use lease assets3,074 — 3,074 
Intangible assets:
Customer relationships47,300 200 47,500 
Trade names12,300 (800)11,500 
Non-compete agreements4,700 (3,400)1,300 
Total assets acquired91,493 (3,934)87,559 
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 (3,934)79,601 
Goodwill11,854 3,075 14,929 
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.