BXC

New in FY2026

• General economic weakness, inflation, elevated unemployment levels, economic and financial market impacts from government shutdowns, high consumer debt levels, mortgage delinquency and foreclosure rates, mortgage interest rate levels, limitations in the availability of mortgage and home improvement financing, home equity value declines and lower housing turnover all limit consumers’ spending, particularly on discretionary items, and affect their confidence level leading to reduced spending on home improvement projects.
• Factors impacting the level of activity in the residential new construction markets include increases in and the relative level of mortgage interest rates, inflation and unemployment rates, decreases in and the relative level of job and wage growth, levels of housing inventory, availability of affordable housing, high foreclosure rates and unsold/foreclosure inventory, availability of financing and mortgages, labor costs and availability, vacancy rates, local, state and federal government regulation (including mortgage interest deductibility and other tax laws), weakening in the U.S. economy or of any regional or local economy in which we operate, availability of supplies, consumer confidence, demand and preferences, tightened availability or affordability of homeowner insurance coverage, lowering population growth, lower levels of immigration to the U.S., household formation or other unfavorable demographic changes, lack of available land in certain markets, and shifts in populations away from the markets that we serve, all of which are beyond our control.
• In addition, we extend credit to numerous customers who are generally susceptible to the same economic business risks that we are susceptible to.
• Furthermore, continued consolidation among our suppliers may make it more difficult for us to negotiate favorable pricing, consignment arrangements, and discount programs with our suppliers, thereby resulting in reduced margins and profits.
• In addition, our suppliers may choose to distribute some or all of their products directly to end-customers in one or more markets.
• Disintermediation may also adversely impact our ability to obtain favorable pricing from suppliers and optimize margins and revenue with respect to our customers.
• Our dependence on international suppliers and manufacturers for certain products exposes us to risks of tariffs, including new or increased tariffs, changes in trade policies of the United States and other countries, and other risks that could affect our financial condition and expose us to certain additional risks .
• Thus, compliance with federal laws and regulations regarding the importation of products, import taxes or costs, including new or increased tariffs, anti-dumping duties, countervailing duties, or similar import duties, some of which could be applied retroactively, and modification to or withdrawal from free trade agreements or trade relationships, could increase the cost of the products that we distribute.
• For example, certain imported materials and products that we distribute and use in our business have become subject to new and increased tariffs imposed by the United States government and may in the future become subject to additional tariffs.
• These new and increased tariffs, as well as countervailing measures instituted by other governments in response to, or in anticipation of, such tariffs or policies have introduced, and may continue to introduce, significant uncertainty into the market and to affect the prices of and supply of the products available to us.
• Geopolitical events, including war, civil and political unrest and terrorism, could also cause a reduction in the supply or increase the costs of the products available to us.
• Additionally, our business is reliant upon information technology systems to, among other things, manage and route our sales calls, manage inventories and accounts receivable, make purchasing decisions, monitor our results of operations, place orders with our vendors, process orders from our customers, and manage, receive and route deliveries to our customers.
• In addition, we are in the early stages of integrating artificial intelligence (“AI”) into our business to support our business operations.
• Our development and adoption of AI and other new technologies may present new technological threats, vulnerabilities and uncertainties, which may expose us to legal, reputational and financial harm.
• Our information technology systems may be vulnerable to natural disasters, telecommunications or equipment failures, power outages and similar events, employee errors or to intentional acts of misconduct, such as security breaches or cyberattacks.
• We have experienced from time to time such disruptions, and while such disruptions did not materially affect our business, they may occur in the future.
• As part of our overall strategy, we have made acquisitions, and we may make acquisitions or investments in the future.
• In addition, if in the future the performance of an acquired business varies from our projections or assumptions or estimates about future profitability of an acquired business change, the estimated fair value of an acquired business could change materially and could result in an impairment of goodwill or other intangible assets.
• Any such impairment could adversely affect our financial condition and operating results in any given period.
• While we maintain insurance covering our facilities and equipment, including business interruption insurance, the operations at our distribution facilities may be interrupted or impaired by various operating risks, including, but not limited to, risks associated with catastrophic events, such as war, fires, floods, earthquakes, explosions, natural disasters, severe weather, including hurricanes, tornados and droughts, whether a result of climate change or otherwise, pandemics, or other public health crises, or other similar occurrences, interruptions in the delivery of products via railroad or other inbound transportation means, adverse government regulations, civil or political unrest, terrorist acts, condemnation, equipment breakdowns or failures, prolonged power failures, unscheduled maintenance outages, information system disruptions or failures due to any number of causes, violations of our permit requirements or revocation of permits, releases of pollutants and hazardous substances to air, soil, surface water or ground water; disruptions in transportation infrastructure, including roads, bridges, railroad tracks and tunnels, shortages of equipment or spare parts, and labor disputes and shortages.
• In addition, war, terrorism, civil or political unrest, geopolitical uncertainties, and public health issues could cause damage or disruption to the economy, and thus could have a material adverse effect on our financial condition, operating results and cash flows, our suppliers and our customers.
• We are also subject from time to time to casualty, contract, tort, and other claims relating to our business, the products we have distributed in the past or may in the future distribute, and the services we have provided in the past or may in the future provide, either directly or through third parties.
• There can be no assurance that any current or future claims will not adversely affect our financial position, cash flow, or results of operations.
• Extreme weather events and temperatures could affect the availability of raw materials for the products that we distribute, the ability of our suppliers to deliver products to our distribution facilities and our ability to deliver those products to our customers.
• They could also result in lost production, supply chain disruption, increased transportation costs, and damage to or destruction of our distribution or warehouse facilities and inventory.
• Severe weather events and climate change could also delay home construction and negatively impact the demand for new homes in affected areas.
• As of January 3, 2026, we employed approximately 2,160 associates and less than one percent of our associates are employed on a part-time basis.
• Approximately 21 percent of our associates are represented by various local labor unions with terms and conditions of employment governed by Collective Bargaining Agreements (“CBAs”).
• Five CBAs covering approximately four percent of our associates are up for renewal in fiscal year 2026, of which one is currently in the renegotiation process.
• The foregoing could increase our operating expenses in absolute terms and/or as a percentage of net sales.
• Moreover, failure to comply with the regulatory requirements applicable to our business could expose us to litigation and substantial fines and penalties that could adversely affect our financial condition, operating results, and cash flow.
• If an epidemic, global pandemic, or other widespread public health crisis disrupts the worldwide economy or if similar widespread disease outbreaks occur in the future, our business, financial condition and results of operations could be negatively affected to the extent such event harms the economy or regions in which we operate.
• Factors associated with our industry, the operation of our business, and the markets for our products may cause our quarterly financial results to fluctuate, including: • general economic conditions, including but not limited to housing starts, construction labor shortages, repair and remodel activity and commercial construction, foreclosure rates, interest rates, unemployment rates and job and wage growth rates, consumer debt levels, tightened availability or affordability of homeowner insurance coverage, and mortgage availability and pricing, as well as other consumer financing mechanisms, that ultimately affect demand for our products; • supply chain disruptions, including those caused by the spread of contagious illness and other public health crises and geopolitical risks, such as acts of war or terrorism or political or civil unrest; • the highly competitive nature of our industry; • the commodity nature of many of our products and their price movements, which are driven largely by capacity utilization rates and industry cycles that affect supply and demand; • protectionist trade policies and new or increased import tariffs; • the cessation or reduction of supplier incentive programs, such as supplier rebates and/or deviation programs, and/or our inability to collect supplier incentives due to us; • disintermediation; • the impact of actuarial assumptions and regulatory activity on pension costs and pension funding requirements; • our creditworthiness in addition to the financial condition and creditworthiness of our customers; • our indebtedness, including the possibility that we may not generate sufficient cash flows from operations or that future borrowings may not be available in amounts sufficient to fulfill our debt obligations and fund other liquidity needs; • cost of compliance with government regulations; • adverse customs and tariff rulings including those relating to anti-dumping, countervailing duty, or circumvention investigations; • labor disruptions, shortages of skilled and technical labor, or increased labor costs; • the impact of inflation, which may arise from changes in the economic environment; • increased healthcare costs; • the need to successfully implement succession plans for our senior managers and other associates; • our ability to successfully complete potential acquisitions, achieve expected synergies from acquisitions, or efficiently integrate acquired operations; • security breaches or disruption in our information technology systems and the risks relating to our use of artificial intelligence; • federal laws and regulations regarding the importation of products may cause us to incur significant costs to comply with such laws and regulations in the future; • federal, state, local, and other laws and regulations regarding transportation, worker safety, employment regulations and other applicable laws and regulations to which we are subject; • significant maintenance issues or failures with respect to our tractors, trailers, forklifts, and other major equipment; • severe weather phenomena such as drought, hurricanes, tornadoes, and fire; • condemnations of all or part of our real property; and • fluctuations in the market for our equity.
• As of January 3, 2026, we had no outstanding debt under our revolving credit facility, and approximately $300.0 million of debt outstanding under our senior secured notes.
• Additionally, as of January 3, 2026, outstanding commitments under our finance leases were approximately $321.3 million.
• Petroleum and energy prices and availability of petroleum products are subject to political, geopolitical, economic, and market factors that are outside our control, including actions by the Organization of the Petroleum Exporting Countries, or OPEC, and other oil and gas producers.
• Political events in petroleum-producing regions such as war and political and civil unrest as well as regional production patterns, limits on refining capacities, natural disasters, environmental concerns, including the impact of legislation and regulatory efforts to limit greenhouse gas emissions, public health emergencies, and hurricanes and other weather-related events or natural disasters may cause the price of fuel to increase or the availability of fuel to decrease.
• As of January 3, 2026, we had $50.6 million in net deferred tax assets.
• For example, we were required to evaluate and maintain reasonable valuation allowances against our remaining state net operating loss carryforwards included within our U.S. deferred tax assets as of January 3, 2026.
• Our expected annual effective income tax rate could be volatile and materially change as a result of changes in the mix of earnings and other factors.

and 13 more.

Gone since FY2024

• General economic weakness, inflation, elevated unemployment levels, mortgage delinquency and foreclosure rates, limitations in the availability of mortgage and home improvement financing, home equity value declines and lower housing turnover all limit consumers’ spending, particularly on discretionary items, and affect their confidence level leading to reduced spending on home improvement projects.
• Factors impacting the level of activity in the residential new construction markets include increases in interest rates, inflation, unemployment rates, housing inventory, high foreclosure rates and unsold/foreclosure inventory, availability of financing and mortgages, labor costs and availability, vacancy rates, local, state and federal government regulation (including mortgage interest deductibility and other tax laws), weakening in the U.S. economy or of any regional or local economy in which we operate, availability of supplies, consumer demand and preferences, and shifts in populations away from the markets that we serve, all of which are beyond our control.
• In addition, we extend credit to numerous customers who are generally susceptible to the same economic business risks that we are.
• Furthermore, continued consolidation among our suppliers may makes it more difficult for us to negotiate favorable pricing, consignment arrangements, and discount programs with our suppliers, thereby resulting in reduced margins and profits.
• In addition, our suppliers may elect to distribute some or all of their products directly to end-customers in one or more markets.
• Disintermediation also may also adversely impact our ability to obtain favorable pricing from suppliers and optimize margins and revenue with respect to our customers.
• Our dependence on international suppliers and manufacturers for certain products exposes us to risks of new or increased tariffs and other risks that could affect our financial condition and expose us to certain additional risks .
• Thus, compliance with federal laws and regulations regarding the importation of products, import taxes or costs, including new or increased tariffs, anti-dumping duties, countervailing duties, or similar duties, some of which could be applied retroactively, and modification to or withdrawal from free trade agreements or trade relationships, could increase the cost of the products that we distribute.
• For example, the U.S. has recently signaled its intention to change U.S. trade policy, including potentially renegotiating or terminating existing trade agreements and leveraging tariffs.
• In February 2025, the U.S. imposed additional tariffs on imports from China and announced and subsequently paused implementation of tariffs on imports from Canada and Mexico.
• These additional tariffs, as well as a government’s adoption of “buy national” policies or retaliation by another government against such tariffs or policies may have introduced significant uncertainty into the market and may affect the prices of and supply of the products available to us.
• Geopolitical events, including war and terrorism, could also cause a reduction in the supply or increase the costs of the products available to us.
• Additionally, our business is reliant upon information technology systems to, among other things, manage and route our sales calls, manage inventories and accounts receivable, make purchasing decisions, monitor our results of operations, place orders with our vendors and process orders from our customers.
• These systems may be vulnerable to natural disasters, telecommunications or equipment failures, power outages and similar events, employee errors or to intentional acts of misconduct, such as security breaches or cyberattacks.
• We have from time to time experienced such disruptions, and while such disruptions did not materially affect our business, they may occur in the future.
• As part of our overall strategy, we may make acquisitions or investments in the future.
• While we maintain insurance covering our facilities and equipment, including business interruption insurance, the operations at our distribution facilities may be interrupted or impaired by various operating risks, including, but not limited to, risks associated with catastrophic events, such as war, fires, floods, earthquakes, explosions, natural disasters, severe weather, including hurricanes, tornados and droughts, whether a result of climate change or otherwise, pandemics, or other similar occurrences, interruptions in the delivery of products via railroad or other inbound transportation means, adverse government regulations, civil unrest, condemnation, equipment breakdowns or failures, prolonged power failures, unscheduled maintenance outages, information system disruptions or failures due to any number of causes, violations of our permit requirements or revocation of permits, releases of pollutants and hazardous substances to air, soil, surface water or ground water; disruptions in transportation infrastructure, including roads, bridges, railroad tracks and tunnels, shortages of equipment or spare parts, and labor disputes and shortages.
• In addition, war, terrorism, geopolitical uncertainties, and public health issues could cause damage or disruption to the global economy, and thus could have a material adverse effect on our financial condition, operating results and cash flows, our suppliers and our customers.
• We are also from time to time subject to casualty, contract, tort, and other claims relating to our business, the products we have distributed in the past or may in the future distribute, and the services we have provided in the past or may in the future provide, either directly or through third parties.
• There can be no assurance that any current or future claims will not adversely affect our financial position, cash flows, or results of operations.
• Extreme weather and temperatures could affect the availability of raw materials for the products that we distribute, the ability of our suppliers to deliver products to our distribution facilities and our ability to deliver those products to our customers.
• They could also result in lost production, supply chain disruption and increased transportation costs.
• As of December 28, 2024, we employed approximately 2,000 associates and less than one percent of our associates are employed on a part-time basis.
• Approximately 20 percent of our associates are represented by various local labor unions with terms and conditions of employment governed by Collective Bargaining Agreements (“CBAs”).
• Six CBAs covering approximately six percent of our associates are up for renewal in fiscal year 2025, of which one is currently in the renegotiation process.
• The foregoing could increase our selling, general, and administrative expenses in absolute terms and/or as a percentage of net sales.
• Moreover, failure to comply with the regulatory requirements applicable to our business could expose us to litigation and substantial fines and penalties that could adversely affect our financial condition, operating results, and cash flows.
• If an epidemic, global pandemic, or other widespread public health crises disrupts the worldwide economy or if similar widespread disease outbreaks occur in the future, our business, financial condition and results of operations could be negatively affected to the extent such event harms the economy or regions in which we operate.
• Factors associated with our industry, the operation of our business, and the markets for our products may cause our quarterly financial results to fluctuate, including: • general economic conditions, including but not limited to housing starts, construction labor shortages, repair and remodel activity and commercial construction, foreclosure rates, interest rates, unemployment rates, and mortgage availability and pricing, as well as other consumer financing mechanisms, that ultimately affect demand for our products; • supply chain disruptions, including those caused by the spread of contagious illness and geopolitical risks; • the highly competitive nature of our industry; • the commodity nature of many of our products and their price movements, which are driven largely by capacity utilization rates and industry cycles that affect supply and demand; • the cessation or reduction of supplier incentive programs, such as supplier rebates and/or deviation programs, and/or our inability to collect supplier incentives due to us; • disintermediation; • the impact of actuarial assumptions and regulatory activity on pension costs and pension funding requirements; • our creditworthiness in addition to the financial condition and creditworthiness of our customers; • our indebtedness, including the possibility that we may not generate sufficient cash flows from operations or that future borrowings may not be available in amounts sufficient to fulfill our debt obligations and fund other liquidity needs; • cost of compliance with government regulations; • adverse customs and tariff rulings including those relating to anti-dumping, countervailing duty, or circumvention investigations; • protectionist trade policies and new or increased import tariffs; • labor disruptions, shortages of skilled and technical labor, or increased labor costs; • the impact of inflation, which may arise from changes in the economic environment; • increased healthcare costs; • the need to successfully implement succession plans for our senior managers and other associates; • our ability to successfully complete potential acquisitions, achieve expected synergies from acquisitions, or efficiently integrate acquired operations; • disruption in our information technology systems; • federal laws and regulations regarding the importation of products may cause us to incur significant costs to comply with such laws and regulations in the future; • significant maintenance issues or failures with respect to our tractors, trailers, forklifts, and other major equipment; • severe weather phenomena such as drought, hurricanes, tornadoes, and fire; • condemnations of all or part of our real property; and • fluctuations in the market for our equity.
• As of December 28, 2024, we had no outstanding debt under our revolving credit facility, and approximately $300.0 million of debt outstanding under our senior secured notes.
• Additionally, as of December 28, 2024, outstanding commitments under our finance leases were approximately $292.5 million.
• Petroleum and energy prices and availability of petroleum products are subject to political, geopolitical, economic, and market factors that are outside our control.
• Political events in petroleum-producing regions as well as hurricanes and other weather-related events or natural disasters may cause the price of fuel to increase or the availability of fuel to decrease.
• As of December 28, 2024, we had $50.6 million in net deferred tax assets.
• For example, we were required to evaluate and maintain reasonable valuation allowances against our remaining state net operating loss carryforwards against our U.S. deferred tax assets as of December 28, 2024.
• Our expected annual effective tax rate could be volatile and materially change as a result of changes in the mix of earnings and other factors.
• Our overall effective tax rate is equal to our total income tax expense, also referred to as provision for income taxes, as a percentage of our income or loss before provision for income taxes.
• As a result, changes in the mix of profits and losses between jurisdictions, among other factors, could have a significant impact on our overall effective tax rate.
• New and unforeseen changes in tax legislation may impact our effective tax rate in future periods, both on a federal and state level, which may have an impact on our net income and result in material non-cash expenses in the relevant period.
• In addition, the price of our stock may fluctuate significantly in response to various factors, including: • actual or anticipated fluctuations in our operating results; • announcements by us or our competitors of significant acquisitions, dispositions or expansion plans; • market conditions in our industry; • changes in market valuation or earnings of our Company or other companies in our industry: • changes in accounting standards, policies, guidance, interpretations or principles; • the operating and stock price performance of other comparable companies; • investor perception of our Company; • results from material litigation or governmental investigation; • changes in laws or regulations affecting our Company or significant products we sell; and • general overall economic, political and market conditions.