##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended July 4, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 1-32383
 BlueLinx Holdings Inc.
  Delaware
    
    77-0627356(State of Incorporation)
    
    (I.R.S. Employer Identification No.)4300 Wildwood Parkway, Atlanta, Georgia
    
    30339(Address of principal executive offices)
    
    (Zip Code)
 (770) 953-7000
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



BLUELINX HOLDINGS INC.
 Form 10-Q
 For the Quarterly Period Ended July 4, 2009
 INDEX
 PAGEPART I. FINANCIAL INFORMATIONItem 1. Financial Statements  BlueLinx Holdings Inc. (Unaudited)
    
    
    3Condensed Consolidated Statements of Operations
    
    
    3Condensed Consolidated Balance Sheets
    
    
    5Condensed Consolidated Statements of Cash Flows
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    28Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    43Item 4. Controls and Procedures
    
    
    43PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    43Item 1A. Risk Factors
    
    
    44Item 2. Unregistered Sales of Equity Securities and Uses of Proceeds
    
    
    44Item 4. Submission of Matters to a Vote of Security Holders
    
    
    44Item 6. Exhibits
    
    
    45Signatures
    
    
    46Exhibit Index
    
    
    47Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1.
    
    FINANCIAL STATEMENTS
 BLUELINX HOLDINGS INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except per share data)
 (unaudited)
 Second QuarterPeriod from
    
    
    Period fromApril 5, 2009
    
    
    March 30, 2008to
    
    
    toJuly 4, 2009
    
    
    June 28, 2008Net sales
    
    $
    423,526
    
    
    $
    834,669Cost of sales
    
    
    375,226
    
    
    
    727,234Gross profit
    
    
    48,300
    
    
    
    107,435Operating expenses:Selling, general, and administrative
    
    
    50,852
    
    
    
    81,227Net gain from terminating the Georgia-Pacific supply agreement
    
    
    (17,351
    )
    
    
    Depreciation and amortization
    
    
    4,241
    
    
    
    5,103Total operating expenses
    
    
    37,742
    
    
    
    86,330Operating income
    
    
    10,558
    
    
    
    21,105Non-operating expenses:Interest expense
    
    
    8,506
    
    
    
    9,385Charges associated with ineffective interest rate swap, net
    
    
    1,078
    
    
    
    Other expense, net
    
    
    315
    
    
    
    190Income before provision for income taxes
    
    
    659
    
    
    
    11,530Provision for income taxes
    
    
    31
    
    
    
    4,931Net income
    
    $
    628
    
    
    $
    6,599Basic weighted average number of common shares outstanding
    
    
    32,566
    
    
    
    32,409Basic net income per share applicable to common stock
    
    $
    0.02
    
    
    $
    0.20Diluted weighted average number of common shares outstanding
    
    
    32,664
    
    
    
    32,498Diluted net income per share applicable to common stock
    
    $
    0.02
    
    
    $
    0.20
   3




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BLUELINX HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)
 Six Months EndedPeriod from
    
    
    Period fromJanuary 4, 2009
    
    
    December 29, 2007to
    
    
    toJuly 4, 2009
    
    
    June 28, 2008Net sales
    
    $
    830,637
    
    
    $
    1,551,429Cost of sales
    
    
    738,061
    
    
    
    1,366,191Gross profit
    
    
    92,576
    
    
    
    185,238Operating expenses:Selling, general, and administrative
    
    
    108,517
    
    
    
    161,862Net gain from terminating the Georgia-Pacific supply agreement
    
    
    (17,351
    )
    
    
    Depreciation and amortization
    
    
    9,271
    
    
    
    10,071Total operating expenses
    
    
    100,437
    
    
    
    171,933Operating (loss) income
    
    
    (7,861
    )
    
    
    13,305Non-operating expenses:Interest expense
    
    
    16,623
    
    
    
    18,739Charges associated with ineffective interest rate swap, net
    
    
    5,910
    
    
    
    Write-off of debt issue costs
    
    
    1,407
    
    
    
    Other expense, net
    
    
    158
    
    
    
    320Loss before provision for (benefit from) income taxes
    
    
    (31,959
    )
    
    
    (5,754
    )Provision for (benefit from) income taxes
    
    
    28,066
    
    
    
    (1,762
    )Net loss
    
    $
    (60,025
    )
    
    $
    (3,992
    )Basic weighted average number of common shares outstanding
    
    
    31,054
    
    
    
    31,003Basic net loss per share applicable to common stock
    
    $
    (1.93
    )
    
    $
    (0.13
    )Diluted weighted average number of common shares outstanding
    
    
    31,054
    
    
    
    31,003Diluted net loss per share applicable to common stock
    
    $
    (1.93
    )
    
    $
    (0.13
    )
   4




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BLUELINX HOLDINGS INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
 July 4, 2009
    
    
    January 3, 2009(unaudited)Assets:Current assets:Cash and cash equivalents
    
    $
    53,011
    
    
    $
    150,353Receivables, net
    
    
    160,785
    
    
    
    130,653Inventories, net
    
    
    162,579
    
    
    
    189,482Deferred income tax assets
    
    
    578
    
    
    
    11,868Other current assets
    
    
    48,387
    
    
    
    37,351Total current assets
    
    
    425,340
    
    
    
    519,707Property, plant, and equipment:Land and land improvements
    
    
    52,961
    
    
    
    53,426Buildings
    
    
    96,784
    
    
    
    96,159Machinery and equipment
    
    
    70,187
    
    
    
    70,491Construction in progress
    
    
    1,015
    
    
    
    2,035Property, plant, and equipment, at cost
    
    
    220,947
    
    
    
    222,111Accumulated depreciation
    
    
    (76,776
    )
    
    
    (69,336
    )Property, plant, and equipment, net
    
    
    144,171
    
    
    
    152,775Non-current deferred income tax assets
    
    
    
    
    
    
    17,468Other non-current assets
    
    
    41,222
    
    
    
    42,457Total assets
    
    $
    610,733
    
    
    $
    732,407Liabilities:Current liabilities:Accounts payable
    
    $
    104,998
    
    
    $
    78,367Bank overdrafts
    
    
    14,387
    
    
    
    24,715Accrued compensation
    
    
    5,466
    
    
    
    11,552Current maturities of long-term debt
    
    
    25,000
    
    
    
    60,000Other current liabilities
    
    
    25,882
    
    
    
    24,546Total current liabilities
    
    
    175,733
    
    
    
    199,180Non-current liabilities:Long-term debt
    
    
    341,669
    
    
    
    384,870Non-current deferred income tax liabilities
    
    
    578
    
    
    
    Other non-current liabilities
    
    
    44,049
    
    
    
    45,505Total liabilities
    
    
    562,029
    
    
    
    629,555Shareholders Equity:Common Stock, $0.01 par value,
100,000,000 shares authorized; 32,952,876
and 32,362,330 shares issued at July 4,
2009 and January 3, 2009, respectively;
and 32,316,571 and 32,362,330 outstanding
at July 4, 2009 and January 3, 2009,
respectively
    
    
    323
    
    
    
    323Additional paid-in capital
    
    
    143,956
    
    
    
    144,148Accumulated other comprehensive loss
    
    
    (10,851
    )
    
    
    (16,920
    )Accumulated deficit
    
    
    (84,724
    )
    
    
    (24,699
    )Total shareholders equity
    
    
    48,704
    
    
    
    102,852Total liabilities and shareholders equity
    
    $
    610,733
    
    
    $
    732,407
   5




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##### Table of Contents



BLUELINX HOLDINGS INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 (unaudited)
 Six Months EndedPeriod from
    
    
    Period fromJanuary 4, 2009
    
    
    December 29, 2007to
    
    
    toJuly 4, 2009
    
    
    June 28, 2008Cash flows from operating activities:Net loss
    
    $
    (60,025
    )
    
    $
    (3,992
    )Adjustments to reconcile net loss to cash (used in) provided by operations:Depreciation and amortization
    
    
    9,271
    
    
    
    10,071Amortization of debt issue costs
    
    
    1,229
    
    
    
    1,215Net gain from terminating the Georgia-Pacific supply agreement
    
    
    (17,351
    )
    
    
    Payment (first installment) from terminating the Georgia-Pacific supply agreement
    
    
    4,706
    
    
    
    Gain from sale of properties
    
    
    (4,237
    )
    
    
    Prepayment fees associated with sale of facility
    
    
    616
    
    
    
    Charges associated with ineffective interest rate swap
    
    
    5,910
    
    
    
    Write-off of debt issue costs
    
    
    1,407
    
    
    
    Deferred income tax provision (benefit)
    
    
    27,228
    
    
    
    (2,931
    )Share-based compensation expense
    
    
    1,431
    
    
    
    1,119Excess tax benefits from share-based compensation arrangements
    
    
    
    
    
    
    (76
    )Changes in assets and liabilities:Receivables
    
    
    (30,132
    )
    
    
    (31,905
    )Inventories
    
    
    26,903
    
    
    
    20,519Accounts payable
    
    
    26,631
    
    
    
    11,883Changes in other working capital
    
    
    (3,629
    )
    
    
    22,283Other
    
    
    (2,797
    )
    
    
    2,589Net cash (used in) provided by operating activities
    
    
    (12,839
    )
    
    
    30,775Cash flows from investing activities:Property, plant and equipment investments
    
    
    (688
    )
    
    
    (1,502
    )Proceeds from disposition of assets
    
    
    6,995
    
    
    
    827Net cash provided by (used in) investing activities
    
    
    6,307
    
    
    
    (675
    )Cash flows from financing activities:Repurchase of common stock
    
    
    (1,624
    )
    
    
    Proceeds from stock options exercised
    
    
    
    
    
    
    434Excess tax benefits from share-based compensation arrangements
    
    
    
    
    
    
    76Decrease in revolving credit facility
    
    
    (75,000
    )
    
    
    (17,487
    )Payment of principal on mortgage
    
    
    (3,201
    )
    
    
    Prepayment fees associated with sale of facility
    
    
    (616
    )
    
    
    (Decrease) increase in bank overdrafts
    
    
    (10,328
    )
    
    
    903Other
    
    
    (41
    )
    
    
    6Net cash used in financing activities
    
    
    (90,810
    )
    
    
    (16,068
    )(Decrease) increase in cash
    
    
    (97,342
    )
    
    
    14,032Balance, beginning of period
    
    
    150,353
    
    
    
    15,759Balance, end of period
    
    $
    53,011
    
    
    $
    29,791
   6




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BLUELINX HOLDINGS INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 JULY 4, 2009
 1. Basis of Presentation and Background
 Basis of Presentation
    2. Summary of Significant Accounting Policies
 Revenue Recognition
   
    
    We are the primary obligor responsible for fulfillment.
 
    
    Title passes to BlueLinx, and we carry all risk of loss related to warehouse,
reload and inventory shipped directly from vendors to our customers.
 
    
    We are responsible for all product returns.
 
    
    We control the selling price.
 
    
    We select the supplier.
 
    
    We bear all credit risk.
  7




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Cash and Cash Equivalents
  Restricted Cash
   At July 4,
    
    
    At January 3,2009
    
    
    2009Cash in escrow:Interest rate swap
    
    $
    10,920
    
    
    $
    13,590Mortgage
    
    
    16,661
    
    
    
    10,303Other
    
    
    1,429
    
    
    
    1,626Total
    
    $
    29,010
    
    
    $
    25,519
 Allowance for Doubtful Accounts and Related Reserves
  Inventory Valuation
    8




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Consignment Inventory
  Earnings per Common Share
    Stock-Based Compensation
   9




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Period from December 29, 2007 to June 28, 2008Time-Based
    
    
    Performance-Based
    
    
    Performance-BasedOptions*
    
    
    Options**
    
    
    Options***Risk free interest rate
    
    
    2.70
    %
    
    
    2.62
    %
    
    
    2.11
    %Expected dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Expected life
    
    6 years
    
    
    4 years
    
    
    1 yearExpected volatility
    
    
    48
    %
    
    
    48
    %
    
    
    48
    %Weighted average fair value
    
    $
    2.27
    
    
    $
    0.67
    
    
    $
    1.31
 
 *
    
    Exercise price equaled the market price at date of grant.**
    
    Exercise price exceeded the market price at date of grant.***
    
    Exercise price was less than the market price at date of grant (the date the performance
criteria were established is considered the grant date for accounting purposes).  10




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Income Taxes
   Impairment of Long-Lived Assets
      11




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##### Table of Contents



Self-Insurance
  3. Restructuring Charges
   2007 Facility Consolidation and Severance Costs
   12




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##### Table of Contents



Balance at April 4, 2009
    
    $
    12,032Charges
    
    
    Payments
    
    
    (530
    )Accretion of discount used to calculate liability
    
    
    154Balance at July 4, 2009
    
    $
    11,656
  Balance at January 3, 2009
    
    $
    12,340Charges
    
    
    Payments
    
    
    (1,066
    )Accretion of discount used to calculate liability
    
    
    382Balance at July 4, 2009
    
    $
    11,656
 2008 Facility Consolidation and Severance Costs
    Facility
    
    
    SeveranceConsolidation
    
    
    Costs
    
    
    TotalBalance at April 4, 2009
    
    $
    1,535
    
    
    $
    111
    
    
    $
    1,646Assumption changes
    
    
    (254
    )
    
    
    
    
    
    
    (254
    )Payments
    
    
    (282
    )
    
    
    (34
    )
    
    
    (316
    )Accretion of
discount used to calculate liability
    
    
    31
    
    
    
    
    
    
    
    31Balance at July 4, 2009
    
    $
    1,030
    
    
    $
    77
    
    
    $
    1,107
  Facility
    
    
    SeveranceConsolidation
    
    
    Costs
    
    
    TotalBalance at January 3, 2009
    
    $
    1,792
    
    
    $
    512
    
    
    $
    2,304Assumption changes
    
    
    (254
    )
    
    
    
    
    
    
    (254
    )Payments
    
    
    (567
    )
    
    
    (435
    )
    
    
    (1,002
    )Accretion of discount used to calculate liability
    
    
    59
    
    
    
    
    
    
    
    59Balance at July 4, 2009
    
    $
    1,030
    
    
    $
    77
    
    
    $
    1,107
  13




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2009 Facility Consolidations and Severance
   Facility
    
    
    SeveranceConsolidation
    
    
    Costs
    
    
    TotalBalance at April 4, 2009
    
    $
    
    
    
    $
    644
    
    
    $
    644Charges
    
    
    731
    
    
    
    343
    
    
    
    1,074Payments
    
    
    
    
    
    
    (907
    )
    
    
    (907
    )Accretion of
discount used to calculate liability
    
    
    
    
    
    
    
    
    
    
    Balance at July 4, 2009
    
    $
    731
    
    
    $
    80
    
    
    $
    811
  Facility
    
    
    SeveranceConsolidation
    
    
    Costs
    
    
    TotalBalance at January 3, 2009
    
    $
    
    
    
    $
    
    
    
    $
    Charges
    
    
    731
    
    
    
    1,422
    
    
    
    2,153Payments
    
    
    
    
    
    
    (1,342
    )
    
    
    (1,342
    )Accretion of discount used to calculate liability
    
    
    
    
    
    
    
    
    
    
    Balance at July 4, 2009
    
    $
    731
    
    
    $
    80
    
    
    $
    811
 4. Assets Held for Sale and Net Gain on Disposition
  5. Comprehensive Income (Loss)
  Second QuarterPeriod from
    
    
    Period fromApril 5, 2009
    
    
    March 30, 2008to
    
    
    toJuly 4, 2009
    
    
    June 28, 2008Net income
    
    $
    628
    
    
    $
    6,599Other comprehensive income:Foreign currency translation, net of taxes
    
    
    734
    
    
    
    151Unrealized gain from cash flow hedge, net of taxes
    
    
    
    
    
    
    3,009Interest expense recognized related to ineffective interest rate swap, net of taxes
    
    
    2,182
    
    
    
    Comprehensive income
    
    $
    3,544
    
    
    $
    9,759
  14




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Six Months EndedPeriod from
    
    
    Period fromJanuary 4, 2009
    
    
    December 29, 2007to
    
    
    toJuly 4, 2009
    
    
    June 28, 2008Net loss
    
    $
    (60,025
    )
    
    $
    (3,992
    )Other comprehensive income (loss):Foreign currency translation, net of taxes
    
    
    593
    
    
    
    (396
    )Unrealized gain from cash flow hedge, net of taxes
    
    
    
    
    
    
    178Interest expense recognized related to ineffective interest rate swap, net of taxes
    
    
    5,476
    
    
    
    Comprehensive loss
    
    $
    (53,956
    )
    
    $
    (4,210
    )
   6. Employee Benefits
 Defined Benefit Pension Plans
   Second QuarterPeriod from
    
    
    Period fromApril 5, 2009
    
    
    March 30, 2008to
    
    
    toJuly 4, 2009
    
    
    June 28, 2008Service cost
    
    $
    452
    
    
    $
    561Interest cost on projected benefit obligation
    
    
    1,125
    
    
    
    1,109Expected return on plan assets
    
    
    (1,132
    )
    
    
    (1,501
    )Amortization of unrecognized loss (gain)
    
    
    180
    
    
    
    (91
    )Net periodic pension cost
    
    $
    625
    
    
    $
    78
 Six Months EndedPeriod from
    
    
    Period fromJanuary 4, 2009
    
    
    December 29, 2007to
    
    
    toJuly 4, 2009
    
    
    June 28, 2008Service cost
    
    $
    904
    
    
    $
    1,122Interest cost on projected benefit obligation
    
    
    2,250
    
    
    
    2,218Expected return on plan assets
    
    
    (2,264
    )
    
    
    (3,002
    )Amortization of unrecognized loss (gain)
    
    
    360
    
    
    
    (182
    )Amortization of unrecognized prior service cost
    
    
    
    
    
    
    1Net periodic pension cost
    
    $
    1,250
    
    
    $
    157
  15




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7. Revolving Credit Facility
    8. Derivatives
     16




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Balance at January 3, 2009
    
    $
    8,038Charges associated with ineffective interest rate swap
    
    
    (5,476
    )Balance at July 4, 2009
    
    $
    2,562
 9. Mortgage
    2011
    
    $
    1,8172012
    
    
    3,8132013
    
    
    4,1192014
    
    
    4,3922015
    
    
    4,683Thereafter
    
    
    266,845
  17




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##### Table of Contents



10. Fair Value Measurements
  Level 1
    
    Unadjusted quoted prices in active markets for identical assets or liabilities.Level 2
    
    Unadjusted quoted prices in active markets for similar assets or liabilities, or
Unadjusted quoted prices for identical or similar assets or liabilities in
markets that are not active, or
Inputs other than quoted prices that are observable for the asset or liability.Level 3
    
    Unobservable inputs for the asset or liability.
    Fair value at January 3, 2009
    
    $
    (13,229
    )Unrealized gains included in earnings, net
    
    
    3,209Unrealized losses in accumulated other comprehensive income, net of taxes
    
    
    (1,533
    )Fair value at July 4, 2009
    
    $
    (11,553
    )
   11. Termination and Modification Agreement with G-P
   18




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12. Related Party Transactions
  13. Commitments and Contingencies
 Environmental and Legal Matters
  Collective Bargaining Agreements
  14. Subsequent Events
    19




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15. Recently Issued Accounting Pronouncements
        20




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16. Unaudited Supplemental Condensed Consolidating Financial Statements
 ,
  BlueLinxHoldings
    
    
    BlueLinx
    
    
    LLCInc.
    
    
    Corporation
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    423,526
    
    
    $
    7,481
    
    
    $
    (7,481
    )
    
    $
    423,526Cost of sales
    
    
    
    
    
    
    375,226
    
    
    
    
    
    
    
    
    
    
    
    375,226Gross profit
    
    
    
    
    
    
    48,300
    
    
    
    7,481
    
    
    
    (7,481
    )
    
    
    48,300Operating expenses (income):Selling, general and administrative
    
    
    1,453
    
    
    
    61,087
    
    
    
    (4,207
    )
    
    
    (7,481
    )
    
    
    50,852Net gain from terminating the Georgia-Pacific supply agreement
    
    
    
    
    
    
    (17,351
    )
    
    
    
    
    
    
    
    
    
    
    (17,351
    )Depreciation and amortization
    
    
    
    
    
    
    3,258
    
    
    
    983
    
    
    
    
    
    
    
    4,241Total operating expenses
    
    
    1,453
    
    
    
    46,994
    
    
    
    (3,224
    )
    
    
    (7,481
    )
    
    
    37,742Operating (loss) income
    
    
    (1,453
    )
    
    
    1,306
    
    
    
    10,705
    
    
    
    
    
    
    
    10,558Non-operating expenses:Interest expense
    
    
    
    
    
    
    3,235
    
    
    
    5,271
    
    
    
    
    
    
    
    8,506Charges associated with ineffective interest rate swap
    
    
    
    
    
    
    1,078
    
    
    
    
    
    
    
    
    
    
    
    1,078Other expense (income), net
    
    
    
    
    
    
    368
    
    
    
    (53
    )
    
    
    
    
    
    
    315(Loss) income before (benefit from) provision for income taxes
    
    
    (1,453
    )
    
    
    (3,375
    )
    
    
    5,487
    
    
    
    
    
    
    
    659(Benefit from) provision for income taxes
    
    
    (2,018
    )
    
    
    (91
    )
    
    
    2,140
    
    
    
    
    
    
    
    31Equity in income (loss) of subsidiaries
    
    
    63
    
    
    
    
    
    
    
    
    
    
    
    (63
    )
    
    
    Net income (loss)
    
    $
    628
    
    
    $
    (3,284
    )
    
    $
    3,347
    
    
    $
    (63
    )
    
    $
    628
  21




---



##### Table of Contents



BlueLinxHoldings
    
    
    BlueLinx
    
    
    LLCInc.
    
    
    Corporation
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    834,669
    
    
    $
    7,618
    
    
    $
    (7,618
    )
    
    $
    834,669Cost of sales
    
    
    
    
    
    
    727,234
    
    
    
    
    
    
    
    
    
    
    
    727,234Gross profit
    
    
    
    
    
    
    107,435
    
    
    
    7,618
    
    
    
    (7,618
    )
    
    
    107,435Operating expenses:Selling, general and administrative
    
    
    332
    
    
    
    88,393
    
    
    
    120
    
    
    
    (7,618
    )
    
    
    81,227Depreciation and amortization
    
    
    
    
    
    
    4,033
    
    
    
    1,070
    
    
    
    
    
    
    
    5,103Total operating expenses
    
    
    332
    
    
    
    92,426
    
    
    
    1,190
    
    
    
    (7,618
    )
    
    
    86,330Operating
(loss) income
    
    
    (332
    )
    
    
    15,009
    
    
    
    6,428
    
    
    
    
    
    
    
    21,105Non-operating expenses:Interest expense
    
    
    
    
    
    
    4,493
    
    
    
    4,892
    
    
    
    
    
    
    
    9,385Other expense, net
    
    
    
    
    
    
    190
    
    
    
    
    
    
    
    
    
    
    
    190(Loss) income before (benefit from) provision for income taxes
    
    
    (332
    )
    
    
    10,326
    
    
    
    1,536
    
    
    
    
    
    
    
    11,530(Benefit from) provision for income taxes
    
    
    (129
    )
    
    
    4,461
    
    
    
    599
    
    
    
    
    
    
    
    4,931Equity in income (loss) of subsidiaries
    
    
    6,802
    
    
    
    
    
    
    
    
    
    
    
    (6,802
    )
    
    
    Net income (loss)
    
    $
    6,599
    
    
    $
    5,865
    
    
    $
    937
    
    
    $
    (6,802
    )
    
    $
    6,599
  BlueLinxHoldings
    
    
    BlueLinx
    
    
    LLCInc.
    
    
    Corporation
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    830,637
    
    
    $
    15,003
    
    
    $
    (15,003
    )
    
    $
    830,637Cost of sales
    
    
    
    
    
    
    738,061
    
    
    
    
    
    
    
    
    
    
    
    738,061Gross profit
    
    
    
    
    
    
    92,576
    
    
    
    15,003
    
    
    
    (15,003
    )
    
    
    92,576Operating expenses (income):Selling, general and administrative
    
    
    3,067
    
    
    
    124,613
    
    
    
    (4,160
    )
    
    
    (15,003
    )
    
    
    108,517Net gain from terminating the Georgia-Pacific supply agreement
    
    
    
    
    
    
    (17,351
    )
    
    
    
    
    
    
    
    
    
    
    (17,351
    )Depreciation and amortization
    
    
    
    
    
    
    7,267
    
    
    
    2,004
    
    
    
    
    
    
    
    9,271Total operating expenses (income)
    
    
    3,067
    
    
    
    114,529
    
    
    
    (2,156
    )
    
    
    (15,003
    )
    
    
    100,437Operating (loss) income
    
    
    (3,067
    )
    
    
    (21,953
    )
    
    
    17,159
    
    
    
    
    
    
    
    (7,861
    )Non-operating expenses:Interest expense
    
    
    
    
    
    
    6,678
    
    
    
    9,945
    
    
    
    
    
    
    
    16,623Charges associated with ineffective interest rate swap
    
    
    
    
    
    
    5,910
    
    
    
    
    
    
    
    
    
    
    
    5,910Write-off of debt issue costs
    
    
    
    
    
    
    1,407
    
    
    
    
    
    
    
    
    
    
    
    1,407Other expense (income), net
    
    
    
    
    
    
    230
    
    
    
    (72
    )
    
    
    
    
    
    
    158(Loss) income before (benefit from) provision for income taxes
    
    
    (3,067
    )
    
    
    (36,178
    )
    
    
    7,286
    
    
    
    
    
    
    
    (31,959
    )(Benefit from) provision for income taxes
    
    
    (2,959
    )
    
    
    28,183
    
    
    
    2,842
    
    
    
    
    
    
    
    28,066Equity in (loss) income of subsidiaries
    
    
    (59,917
    )
    
    
    
    
    
    
    
    
    
    
    59,917
    
    
    
    Net (loss) income
    
    $
    (60,025
    )
    
    $
    (64,361
    )
    
    $
    4,444
    
    
    $
    59,917
    
    
    $
    (60,025
    )
  22




---



##### Table of Contents



BlueLinxHoldings
    
    
    BlueLinx
    
    
    LLCInc.
    
    
    Corporation
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    1,551,429
    
    
    $
    15,235
    
    
    $
    (15,235
    )
    
    $
    1,551,429Cost of sales
    
    
    
    
    
    
    1,366,191
    
    
    
    
    
    
    
    
    
    
    
    1,366,191Gross profit
    
    
    
    
    
    
    185,238
    
    
    
    15,235
    
    
    
    (15,235
    )
    
    
    185,238Operating expenses:Selling, general and administrative
    
    
    646
    
    
    
    176,211
    
    
    
    240
    
    
    
    (15,235
    )
    
    
    161,862Depreciation and amortization
    
    
    
    
    
    
    7,931
    
    
    
    2,140
    
    
    
    
    
    
    
    10,071Total operating expenses
    
    
    646
    
    
    
    184,142
    
    
    
    2,380
    
    
    
    (15,235
    )
    
    
    171,933Operating (loss) income
    
    
    (646
    )
    
    
    1,096
    
    
    
    12,855
    
    
    
    
    
    
    
    13,305Non-operating expenses:Interest expense
    
    
    
    
    
    
    8,955
    
    
    
    9,784
    
    
    
    
    
    
    
    18,739Other expense (income), net
    
    
    
    
    
    
    333
    
    
    
    (13
    )
    
    
    
    
    
    
    320(Loss) income before (benefit from) provision for income taxes
    
    
    (646
    )
    
    
    (8,192
    )
    
    
    3,084
    
    
    
    
    
    
    
    (5,754
    )(Benefit from) provision for income taxes
    
    
    (252
    )
    
    
    (2,713
    )
    
    
    1,203
    
    
    
    
    
    
    
    (1,762
    )Equity in (loss) income of subsidiaries
    
    
    (3,598
    )
    
    
    
    
    
    
    
    
    
    
    3,598
    
    
    
    Net (loss) income
    
    $
    (3,992
    )
    
    $
    (5,479
    )
    
    $
    1,881
    
    
    $
    3,598
    
    
    $
    (3,992
    )
  23




---



##### Table of Contents



BlueLinx
    
    
    BlueLinxHoldings
    
    
    Corporation
    
    
    LLCInc.
    
    
    and Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedAssets:Current assets:Cash
    
    $
    4
    
    
    $
    52,883
    
    
    $
    124
    
    
    $
    
    
    
    $
    53,011Receivables
    
    
    
    
    
    
    160,785
    
    
    
    
    
    
    
    
    
    
    
    160,785Inventories
    
    
    
    
    
    
    162,579
    
    
    
    
    
    
    
    
    
    
    
    162,579Deferred income tax assets
    
    
    602
    
    
    
    275
    
    
    
    
    
    
    
    (299
    )
    
    
    578Other current assets
    
    
    538
    
    
    
    46,064
    
    
    
    1,785
    
    
    
    
    
    
    
    48,387Intercompany receivable
    
    
    63,484
    
    
    
    6,400
    
    
    
    
    
    
    
    (69,884
    )
    
    
    Total current assets
    
    
    64,628
    
    
    
    428,986
    
    
    
    1,909
    
    
    
    (70,183
    )
    
    
    425,340Property, plant and equipment:Land and land improvements
    
    
    
    
    
    
    3,385
    
    
    
    49,576
    
    
    
    
    
    
    
    52,961Buildings
    
    
    
    
    
    
    8,133
    
    
    
    88,651
    
    
    
    
    
    
    
    96,784Machinery and equipment
    
    
    
    
    
    
    70,187
    
    
    
    
    
    
    
    
    
    
    
    70,187Construction in progress
    
    
    
    
    
    
    1,015
    
    
    
    
    
    
    
    
    
    
    
    1,015Property, plant and equipment, at cost
    
    
    
    
    
    
    82,720
    
    
    
    138,227
    
    
    
    
    
    
    
    220,947Accumulated depreciation
    
    
    
    
    
    
    (55,586
    )
    
    
    (21,190
    )
    
    
    
    
    
    
    (76,776
    )Property, plant and equipment, net
    
    
    
    
    
    
    27,134
    
    
    
    117,037
    
    
    
    
    
    
    
    144,171Investment in subsidiaries
    
    
    (8,937
    )
    
    
    
    
    
    
    
    
    
    
    8,937
    
    
    
    Other non-current assets
    
    
    
    
    
    
    15,525
    
    
    
    25,697
    
    
    
    
    
    
    
    41,222Total assets
    
    $
    55,691
    
    
    $
    471,645
    
    
    $
    144,643
    
    
    $
    (61,246
    )
    
    $
    610,733Liabilities :Current liabilities:Accounts payable
    
    $
    255
    
    
    $
    104,743
    
    
    $
    
    
    
    $
    
    
    
    $
    104,998Bank overdrafts
    
    
    
    
    
    
    14,387
    
    
    
    
    
    
    
    
    
    
    
    14,387Accrued compensation
    
    
    33
    
    
    
    5,433
    
    
    
    
    
    
    
    
    
    
    
    5,466Deferred income tax liabilities
    
    
    299
    
    
    
    
    
    
    
    
    
    
    
    (299
    )
    
    
    Current maturities of long-term debt
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    25,000Other current liabilities
    
    
    
    
    
    
    22,415
    
    
    
    3,467
    
    
    
    
    
    
    
    25,882Intercompany payable
    
    
    6,400
    
    
    
    62,543
    
    
    
    941
    
    
    
    (69,884
    )
    
    
    Total current liabilities
    
    
    6,987
    
    
    
    234,521
    
    
    
    4,408
    
    
    
    (70,183
    )
    
    
    175,733Non-current liabilities:Long-term debt
    
    
    
    
    
    
    56,000
    
    
    
    285,669
    
    
    
    
    
    
    
    341,669Non-current deferred income tax liabilities
    
    
    
    
    
    
    149
    
    
    
    429
    
    
    
    
    
    
    
    578Other non-current liabilities
    
    
    
    
    
    
    37,749
    
    
    
    6,300
    
    
    
    
    
    
    
    44,049Total liabilities
    
    
    6,987
    
    
    
    328,419
    
    
    
    296,806
    
    
    
    (70,183
    )
    
    
    562,029Shareholders Equity/Parents Investment
    
    
    48,704
    
    
    
    143,226
    
    
    
    (152,163
    )
    
    
    8,937
    
    
    
    48,704Total liabilities and equity
    
    $
    55,691
    
    
    $
    471,645
    
    
    $
    144,643
    
    
    $
    (61,246
    )
    
    $
    610,733
  24




---



##### Table of Contents



BlueLinxBlueLinx
    
    
    Corporation
    
    
    LLCHoldings Inc.
    
    
    and Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedAssets:Current assets:Cash
    
    $
    32
    
    
    $
    150,259
    
    
    $
    62
    
    
    $
    
    
    
    $
    150,353Receivables
    
    
    
    
    
    
    130,653
    
    
    
    
    
    
    
    
    
    
    
    130,653Inventories
    
    
    
    
    
    
    189,482
    
    
    
    
    
    
    
    
    
    
    
    189,482Deferred income tax assets
    
    
    
    
    
    
    290
    
    
    
    11,578
    
    
    
    
    
    
    
    11,868Other current assets
    
    
    371
    
    
    
    33,678
    
    
    
    3,302
    
    
    
    
    
    
    
    37,351Intercompany receivable
    
    
    40,146
    
    
    
    6,041
    
    
    
    
    
    
    
    (46,187
    )
    
    
    Total current assets
    
    
    40,839
    
    
    
    521,691
    
    
    
    3,364
    
    
    
    (46,187
    )
    
    
    519,707Property and equipment:Land and land improvements
    
    
    
    
    
    
    3,103
    
    
    
    50,323
    
    
    
    
    
    
    
    53,426Buildings
    
    
    
    
    
    
    7,497
    
    
    
    88,662
    
    
    
    
    
    
    
    96,159Machinery and equipment
    
    
    
    
    
    
    70,491
    
    
    
    
    
    
    
    
    
    
    
    70,491Construction in progress
    
    
    
    
    
    
    2,035
    
    
    
    
    
    
    
    
    
    
    
    2,035Property and equipment, at cost
    
    
    
    
    
    
    83,126
    
    
    
    138,985
    
    
    
    
    
    
    
    222,111Accumulated depreciation
    
    
    
    
    
    
    (50,150
    )
    
    
    (19,186
    )
    
    
    
    
    
    
    (69,336
    )Property and equipment, net
    
    
    
    
    
    
    32,976
    
    
    
    119,799
    
    
    
    
    
    
    
    152,775Investment in subsidiaries
    
    
    68,858
    
    
    
    
    
    
    
    
    
    
    
    (68,858
    )
    
    
    Non-current deferred income tax assets
    
    
    
    
    
    
    18,045
    
    
    
    
    
    
    
    (577
    )
    
    
    17,468Other non-current assets
    
    
    
    
    
    
    22,168
    
    
    
    20,289
    
    
    
    
    
    
    
    42,457Total assets
    
    $
    109,697
    
    
    $
    594,880
    
    
    $
    143,452
    
    
    $
    (115,622
    )
    
    $
    732,407Liabilities:Current liabilities:Accounts payable
    
    $
    117
    
    
    $
    78,250
    
    
    $
    
    
    
    $
    
    
    
    
    78,367Bank overdrafts
    
    
    
    
    
    
    24,715
    
    
    
    
    
    
    
    
    
    
    
    24,715Accrued compensation
    
    
    687
    
    
    
    10,865
    
    
    
    
    
    
    
    
    
    
    
    11,552Current maturities of long-term debt
    
    
    
    
    
    
    60,000
    
    
    
    
    
    
    
    
    
    
    
    60,000Other current liabilities
    
    
    
    
    
    
    20,934
    
    
    
    3,612
    
    
    
    
    
    
    
    24,546Intercompany payable
    
    
    6,041
    
    
    
    38,924
    
    
    
    1,222
    
    
    
    (46,187
    )
    
    
    Total current liabilities
    
    
    6,845
    
    
    
    233,688
    
    
    
    4,834
    
    
    
    (46,187
    )
    
    
    199,180Non-current liabilities:Long-term debt
    
    
    
    
    
    
    96,000
    
    
    
    288,870
    
    
    
    
    
    
    
    384,870Non-current deferred income tax liabilities
    
    
    
    
    
    
    
    
    
    
    577
    
    
    
    (577
    )
    
    
    Other non-current liabilities
    
    
    
    
    
    
    39,205
    
    
    
    6,300
    
    
    
    
    
    
    
    45,505Total liabilities
    
    
    6,845
    
    
    
    368,893
    
    
    
    300,581
    
    
    
    (46,764
    )
    
    
    629,555Shareholders Equity/Parents Investment
    
    
    102,852
    
    
    
    225,987
    
    
    
    (157,129
    )
    
    
    (68,858
    )
    
    
    102,852Total liabilities and equity
    
    $
    109,697
    
    
    $
    594,880
    
    
    $
    143,452
    
    
    $
    (115,622
    )
    
    $
    732,407
  25




---



##### Table of Contents



BlueLinxHoldings
    
    
    BlueLinx
    
    
    LLCInc.
    
    
    Corporation
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedCash flows from operating activities:Net (loss) income
    
    $
    (60,025
    )
    
    $
    (64,361
    )
    
    $
    4,444
    
    
    $
    59,917
    
    
    $
    (60,025
    )Adjustments to reconcile net (loss) income to cash provided by (used in) operations:Depreciation and amortization
    
    
    
    
    
    
    7,267
    
    
    
    2,004
    
    
    
    
    
    
    
    9,271Amortization of debt issue costs
    
    
    
    
    
    
    902
    
    
    
    327
    
    
    
    
    
    
    
    1,229Net gain from terminating the Georgia-Pacific supply agreement
    
    
    
    
    
    
    (17,351
    )
    
    
    
    
    
    
    
    
    
    
    (17,351
    )Payment (first installment) from terminating the Georgia-Pacific supply agreement
    
    
    
    
    
    
    4,706
    
    
    
    
    
    
    
    
    
    
    
    4,706Gain from sale properties
    
    
    
    
    
    
    
    
    
    
    (4,237
    )
    
    
    
    
    
    
    (4,237
    )Prepayment penalty associated with sale of facility
    
    
    
    
    
    
    
    
    
    
    616
    
    
    
    
    
    
    
    616Charges associated with ineffective interest rate swap
    
    
    
    
    
    
    5,910
    
    
    
    
    
    
    
    
    
    
    
    5,910Write-off of debt issue costs
    
    
    
    
    
    
    1,407
    
    
    
    
    
    
    
    
    
    
    
    1,407Deferred income tax (benefit) provision
    
    
    (13
    )
    
    
    27,389
    
    
    
    (148
    )
    
    
    
    
    
    
    27,228Share-based compensation expense
    
    
    911
    
    
    
    520
    
    
    
    
    
    
    
    
    
    
    
    1,431Equity in earnings of subsidiaries
    
    
    59,917
    
    
    
    
    
    
    
    
    
    
    
    (59,917
    )
    
    
    Changes in assets and liabilities:Receivables
    
    
    
    
    
    
    (30,132
    )
    
    
    
    
    
    
    
    
    
    
    (30,132
    )Inventories
    
    
    
    
    
    
    26,903
    
    
    
    
    
    
    
    
    
    
    
    26,903Accounts payable
    
    
    138
    
    
    
    26,493
    
    
    
    
    
    
    
    
    
    
    
    26,631Changes in other working capital
    
    
    (821
    )
    
    
    (2,718
    )
    
    
    (90
    )
    
    
    
    
    
    
    (3,629
    )Intercompany receivable
    
    
    281
    
    
    
    (359
    )
    
    
    
    
    
    
    78
    
    
    
    Intercompany payable
    
    
    359
    
    
    
    
    
    
    
    (281
    )
    
    
    (78
    )
    
    
    Other
    
    
    13
    
    
    
    2,856
    
    
    
    (5,666
    )
    
    
    
    
    
    
    (2,797
    )Net cash provided by (used in) operating activities
    
    
    760
    
    
    
    (10,568
    )
    
    
    (3,031
    )
    
    
    
    
    
    
    (12,839
    )Cash flows from investing activities:Investment in subsidiaries
    
    
    24,449
    
    
    
    
    
    
    
    
    
    
    
    (24,449
    )
    
    
    Property, plant and equipment investments
    
    
    
    
    
    
    (688
    )
    
    
    
    
    
    
    
    
    
    
    (688
    )Proceeds from sale of assets
    
    
    
    
    
    
    560
    
    
    
    6,435
    
    
    
    
    
    
    
    6,995Net cash provided by (used in) investing activities
    
    
    24,449
    
    
    
    (128
    )
    
    
    6,435
    
    
    
    (24,449
    )
    
    
    6,307Cash flows from financing activities:Net transactions with Parent
    
    
    
    
    
    
    (24,971
    )
    
    
    522
    
    
    
    24,449
    
    
    
    Repurchase of common stock
    
    
    (1,624
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,624
    )Net decrease in revolving credit facility
    
    
    
    
    
    
    (75,000
    )
    
    
    
    
    
    
    
    
    
    
    (75,000
    )Payment of principal on mortgage
    
    
    
    
    
    
    
    
    
    
    (3,201
    )
    
    
    
    
    
    
    (3,201
    )Prepayment fees associated with sale of facility
    
    
    
    
    
    
    
    
    
    
    (616
    )
    
    
    
    
    
    
    (616
    )Decrease in bank overdrafts
    
    
    
    
    
    
    (10,328
    )
    
    
    
    
    
    
    
    
    
    
    (10,328
    )Intercompany receivable
    
    
    (23,619
    )
    
    
    
    
    
    
    
    
    
    
    23,619
    
    
    
    Intercompany payable
    
    
    
    
    
    
    23,619
    
    
    
    
    
    
    
    (23,619
    )
    
    
    Other
    
    
    6
    
    
    
    
    
    
    
    (47
    )
    
    
    
    
    
    
    (41
    )Net cash (used in) provided by financing activities
    
    
    (25,237
    )
    
    
    (86,680
    )
    
    
    (3,342
    )
    
    
    24,449
    
    
    
    (90,810
    )(Decrease) increase in cash
    
    
    (28
    )
    
    
    (97,376
    )
    
    
    62
    
    
    
    
    
    
    
    (97,342
    )Balance, beginning of period
    
    
    32
    
    
    
    150,259
    
    
    
    62
    
    
    
    
    
    
    
    150,353Balance, end of period
    
    $
    4
    
    
    $
    52,883
    
    
    $
    124
    
    
    $
    
    
    
    $
    53,011
  26




---



##### Table of Contents



BlueLinxHoldings
    
    
    BlueLinx
    
    
    LLCInc.
    
    
    Corporation
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedCash flows from operating activities:Net (loss) income
    
    $
    (3,992
    )
    
    $
    (5,479
    )
    
    $
    1,881
    
    
    $
    3,598
    
    
    $
    (3,992
    )Adjustments to reconcile net (loss) income to cash (used in) provided by operations:Depreciation and amortization
    
    
    
    
    
    
    7,931
    
    
    
    2,140
    
    
    
    
    
    
    
    10,071Amortization of debt issue costs
    
    
    
    
    
    
    901
    
    
    
    314
    
    
    
    
    
    
    
    1,215Deferred income tax benefit
    
    
    (50
    )
    
    
    (2,460
    )
    
    
    (421
    )
    
    
    
    
    
    
    (2,931
    )Share-based compensation expense
    
    
    
    
    
    
    1,119
    
    
    
    
    
    
    
    
    
    
    
    1,119Excess tax benefits from share-based compensation arrangements
    
    
    
    
    
    
    (76
    )
    
    
    
    
    
    
    
    
    
    
    (76
    )Equity in earnings of subsidiaries
    
    
    3,598
    
    
    
    
    
    
    
    
    
    
    
    (3,598
    )
    
    
    Changes in assets and liabilities:Receivables
    
    
    
    
    
    
    (31,905
    )
    
    
    
    
    
    
    
    
    
    
    (31,905
    )Inventories
    
    
    
    
    
    
    20,519
    
    
    
    
    
    
    
    
    
    
    
    20,519Accounts payable
    
    
    98
    
    
    
    11,785
    
    
    
    
    
    
    
    
    
    
    
    11,883Changes in other working capital
    
    
    171
    
    
    
    21,075
    
    
    
    1,037
    
    
    
    
    
    
    
    22,283Intercompany receivable
    
    
    (3,941
    )
    
    
    611
    
    
    
    
    
    
    
    3,330
    
    
    
    Intercompany payable
    
    
    (611
    )
    
    
    4,160
    
    
    
    (219
    )
    
    
    (3,330
    )
    
    
    Other
    
    
    
    
    
    
    2,589
    
    
    
    
    
    
    
    
    
    
    
    2,589Net cash (used in) provided by operating activities
    
    
    (4,727
    )
    
    
    30,770
    
    
    
    4,732
    
    
    
    
    
    
    
    30,775Cash flows from investing activities:Investment in subsidiaries
    
    
    4,212
    
    
    
    
    
    
    
    
    
    
    
    (4,212
    )
    
    
    Property, plant and equipment investments
    
    
    
    
    
    
    (1,502
    )
    
    
    
    
    
    
    
    
    
    
    (1,502
    )Proceeds from sale of assets
    
    
    
    
    
    
    827
    
    
    
    
    
    
    
    
    
    
    
    827Net cash provided by (used in) investing activities
    
    
    4,212
    
    
    
    (675
    )
    
    
    
    
    
    
    (4,212
    )
    
    
    (675
    )Cash flows from financing activities:Net transactions with Parent
    
    
    
    
    
    
    514
    
    
    
    (4,726
    )
    
    
    4,212
    
    
    
    Proceeds from stock options exercised
    
    
    434
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    434Excess tax benefits from share-based compensation arrangements
    
    
    76
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76Net decrease in revolving credit facility
    
    
    
    
    
    
    (17,487
    )
    
    
    
    
    
    
    
    
    
    
    (17,487
    )Increase in bank overdrafts
    
    
    
    
    
    
    903
    
    
    
    
    
    
    
    
    
    
    
    903Common dividends paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6Net cash provided by (used in) financing activities
    
    
    516
    
    
    
    (16,070
    )
    
    
    (4,726
    )
    
    
    4,212
    
    
    
    (16,068
    )Increase in cash
    
    
    1
    
    
    
    14,025
    
    
    
    6
    
    
    
    
    
    
    
    14,032Balance, beginning of period
    
    
    3
    
    
    
    15,699
    
    
    
    57
    
    
    
    
    
    
    
    15,759Balance, end of period
    
    $
    4
    
    
    $
    29,724
    
    
    $
    63
    
    
    $
    
    
    
    $
    29,791
  27




---



##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
    
    changes in the prices, supply and/or demand for products which we distribute, especially
as a result of conditions in the residential housing market;
 
    
    inventory levels of new and existing homes for sale;
 
    
    general economic and business conditions in the United States;
 
    
    the financial condition and credit worthiness of our customers;
 
    
    the activities of competitors;
 
    
    changes in significant operating expenses;
 
    
    fuel costs;
 
    
    risk of losses associated with accidents;
 
    
    exposure to product liability claims;
 
    
    changes in the availability of capital and interest rates;
 
    
    immigration patterns and job and household formation;
 
    
    our ability to identify acquisition opportunities and effectively and cost-efficiently
integrate acquisitions;
 
    
    adverse weather patterns or conditions;
 
    
    acts of war or terrorist activities;
 
    
    variations in the performance of the financial markets, including the credit markets; and
    
    the other factors described herein under Factors Affecting Future Results in our Annual
Report on Form 10-K for the year ended January 3, 2009 as filed with the SEC.
  28




---



##### Table of Contents



Overview
 Background
  Industry Conditions
  Supply Agreement with G-P
    29




---



##### Table of Contents



Selected Factors Affecting Our Operating Results
   Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    FiscalQ2 2009
    
    
    Q2 2008
    
    
    2009 YTD
    
    
    2008 YTD
    
    
    2008
    
    
    2007(Dollars in millions)(Unaudited)Sales by CategoryStructural Products
    
    $
    183
    
    
    $
    443
    
    
    $
    365
    
    
    $
    815
    
    
    $
    1,422
    
    
    $
    2,098Specialty Products
    
    
    250
    
    
    
    403
    
    
    
    484
    
    
    
    757
    
    
    
    1,412
    
    
    
    1,802Other(1)
    
    
    (9
    )
    
    
    (11
    )
    
    
    (18
    )
    
    
    (21
    )
    
    
    (54
    )
    
    
    (66
    )Total Sales
    
    $
    424
    
    
    $
    835
    
    
    $
    831
    
    
    $
    1,551
    
    
    $
    2,780
    
    
    $
    3,834Sales VariancesUnit Volume
$ Change
    
    $
    (378
    )
    
    $
    (286
    )
    
    $
    (682
    )
    
    $
    (532
    )
    
    $
    (1,161
    )
    
    $
    (896
    )Price/Other(1)
    
    
    (33
    )
    
    
    39
    
    
    
    (38
    )
    
    
    44
    
    
    
    107
    
    
    
    (169
    )Total $ Change
    
    $
    (411
    )
    
    $
    (247
    )
    
    $
    (720
    )
    
    $
    (488
    )
    
    $
    (1,054
    )
    
    $
    (1,065
    )Unit Volume % Change
    
    
    (44.7
    )%
    
    
    (26.0
    )%
    
    
    (43.4
    )%
    
    
    (25.6
    )%
    
    
    (29.7
    )%
    
    
    (18.0
    )%Price/Other(1)
    
    
    (4.5
    )%
    
    
    3.1
    %
    
    
    (3.0
    )%
    
    
    1.7
    %
    
    
    2.2
    %
    
    
    (3.7
    )%Total % Change
    
    
    (49.2
    )%
    
    
    (22.9
    )%
    
    
    (46.4
    )%
    
    
    (23.9
    )%
    
    
    (27.5
    )%
    
    
    (21.7
    )%
 
 (1)
    
    Other includes unallocated allowances and discounts.  Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    FiscalQ2 2009
    
    
    Q2 2008
    
    
    2009 YTD
    
    
    2008 YTD
    
    
    2008
    
    
    2007(Dollars in millions)(Unaudited)Gross
Margin $s by CategoryStructural Products
    
    $
    19
    
    
    $
    53
    
    
    $
    37
    
    
    $
    85
    
    
    $
    134
    
    
    $
    173Specialty Products
    
    
    32
    
    
    
    58
    
    
    
    63
    
    
    
    108
    
    
    
    200
    
    
    
    238Other (1)
    
    
    (3
    )
    
    
    (4
    )
    
    
    (7
    )
    
    
    (8
    )
    
    
    (19
    )
    
    
    (19
    )Total Gross Margin $s
    
    $
    48
    
    
    $
    107
    
    
    $
    93
    
    
    $
    185
    
    
    $
    315
    
    
    $
    392Gross Margin %s by CategoryStructural Products
    
    
    10.4
    %
    
    
    12.0
    %
    
    
    9.9
    %
    
    
    10.4
    %
    
    
    9.4
    %
    
    
    8.2
    %Specialty Products
    
    
    12.8
    %
    
    
    14.4
    %
    
    
    13.0
    %
    
    
    14.3
    %
    
    
    14.2
    %
    
    
    13.2
    %Total Gross Margin %s
    
    
    11.4
    %
    
    
    12.9
    %
    
    
    11.1
    %
    
    
    11.9
    %
    
    
    11.3
    %
    
    
    10.2
    %Unit Volume Change by ProductStructural Products
    
    
    (50.1
    )%
    
    
    (30.3
    )%
    
    
    (48.5
    )%
    
    
    (29.2
    )%
    
    
    (34.6
    )%
    
    
    (19.2
    )%Specialty Products
    
    
    (38.9
    )%
    
    
    (20.8
    )%
    
    
    (37.9
    )%
    
    
    (21.5
    )%
    
    
    (24.0
    )%
    
    
    (16.4
    )%Total Change in Unit Volume %s
    
    
    (44.7
    )%
    
    
    (26.0
    )%
    
    
    (43.4
    )%
    
    
    (25.6
    )%
    
    
    (29.7
    )%
    
    
    (18.0
    )%
 
 (1)
    
    Other includes unallocated allowances and discounts.  30




---



##### Table of Contents



Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    FiscalQ2 2009
    
    
    Q2 2008
    
    
    2009 YTD
    
    
    2008 YTD
    
    
    2008
    
    
    2007(Dollars in millions)(Unaudited)Sales by ChannelWarehouse/Reload
    
    $
    319
    
    
    $
    622
    
    
    $
    614
    
    
    $
    1,133
    
    
    $
    2,044
    
    
    $
    2,763Direct
    
    
    114
    
    
    
    224
    
    
    
    235
    
    
    
    439
    
    
    
    790
    
    
    
    1,137Other(1)
    
    
    (9
    )
    
    
    (11
    )
    
    
    (18
    )
    
    
    (21
    )
    
    
    (54
    )
    
    
    (66
    )Total
    
    $
    424
    
    
    $
    835
    
    
    $
    831
    
    
    $
    1,551
    
    
    $
    2,780
    
    
    $
    3,834Gross Margin by ChannelWarehouse/Reload
    
    $
    43
    
    
    $
    97
    
    
    $
    84
    
    
    $
    166
    
    
    $
    284
    
    
    $
    344Direct
    
    
    8
    
    
    
    14
    
    
    
    16
    
    
    
    27
    
    
    
    50
    
    
    
    67Other(1)
    
    
    (3
    )
    
    
    (4
    )
    
    
    (7
    )
    
    
    (8
    )
    
    
    (19
    )
    
    
    (19
    )Total
    
    $
    48
    
    
    $
    107
    
    
    $
    93
    
    
    $
    185
    
    
    $
    315
    
    
    $
    392
 Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    FiscalQ2 2009
    
    
    Q2 2008
    
    
    2009 YTD
    
    
    2008 YTD
    
    
    2008
    
    
    2007(Dollars in millions)(Unaudited)Gross Margin % by ChannelWarehouse/Reload
    
    
    13.5
    %
    
    
    15.6
    %
    
    
    13.5
    %
    
    
    14.7
    %
    
    
    13.9
    %
    
    
    12.5
    %Direct
    
    
    7.0
    %
    
    
    6.3
    %
    
    
    6.8
    %
    
    
    6.2
    %
    
    
    6.3
    %
    
    
    5.9
    %Total
    
    
    11.4
    %
    
    
    12.9
    %
    
    
    11.1
    %
    
    
    11.9
    %
    
    
    11.3
    %
    
    
    10.2
    %
 
 (1)
    
    Other includes unallocated allowances and adjustments. Fiscal Year
  Results of Operations
 Second Quarter of Fiscal 2009 Compared to Second Quarter of Fiscal 2008
  Period from
    
    
    
    
    
    
    Period fromApril 5, 2009
    
    
    % of
    
    
    March 30, 2008
    
    
    % ofto
    
    
    Net
    
    
    to
    
    
    NetJuly 4, 2009
    
    
    Sales
    
    
    June 28, 2008
    
    
    Sales(Unaudited)
    
    
    
    
    
    (Unaudited)(Dollars in thousands)Net sales
    
    $
    423,526
    
    
    
    100.0
    %
    
    $
    834,669
    
    
    
    100.0
    %Gross profit
    
    
    48,300
    
    
    
    11.4
    %
    
    
    107,435
    
    
    
    12.9
    %Selling, general & administrative
    
    
    50,852
    
    
    
    12.0
    %
    
    
    81,227
    
    
    
    9.7
    %Net gain from terminating the Georgia-Pacific supply agreement
    
    
    (17,351
    )
    
    
    (4.1
    )%
    
    
    
    
    
    
    0.0
    %Depreciation and amortization
    
    
    4,241
    
    
    
    1.0
    %
    
    
    5,103
    
    
    
    0.6
    %Operating income
    
    
    10,558
    
    
    
    2.5
    %
    
    
    21,105
    
    
    
    2.5
    %Interest expense
    
    
    8,506
    
    
    
    2.0
    %
    
    
    9,385
    
    
    
    1.1
    %Charges associated with ineffective interest rate swap
    
    
    1,078
    
    
    
    0.3
    %
    
    
    
    
    
    
    0.0
    %Other expense, net
    
    
    315
    
    
    
    0.1
    %
    
    
    190
    
    
    
    0.0
    %Income before provision for income taxes
    
    
    659
    
    
    
    0.2
    %
    
    
    11,530
    
    
    
    1.4
    %Provision for income taxes
    
    
    31
    
    
    
    0.0
    %
    
    
    4,931
    
    
    
    0.6
    %Net income
    
    $
    628
    
    
    
    0.1
    %
    
    $
    6,599
    
    
    
    0.8
    %
  31




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##### Table of Contents



Net Sales.
 Gross Profit.
 Selling, General, and Administrative Expenses.
 Net Gain From Terminating the Georgia-Pacific Supply Agreement.
 Depreciation and Amortization.
 Operating Income.
 Interest Expense, net.
 Charges associated with ineffective interest rate swap
 Provision for Income Taxes.
  32




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##### Table of Contents



Net Income.
  Year-to-Date Fiscal 2009 Compared to Year-to-Date Fiscal 2008
  Period from
    
    
    
    
    
    
    Period fromJanuary 4, 2009
    
    
    % of
    
    
    December 29, 2007
    
    
    % ofto
    
    
    Net
    
    
    to
    
    
    NetJuly 4, 2009
    
    
    Sales
    
    
    June 28, 2008
    
    
    Sales(Unaudited)
    
    
    
    
    
    (Unaudited)(Dollars in thousands)Net sales
    
    $
    830,637
    
    
    
    100.0
    %
    
    $
    1,551,429
    
    
    
    100.0
    %Gross profit
    
    
    92,576
    
    
    
    11.1
    %
    
    
    185,238
    
    
    
    11.9
    %Selling, general & administrative
    
    
    108,517
    
    
    
    13.1
    %
    
    
    161,862
    
    
    
    10.4
    %Net gain from terminating the Georgia-Pacific supply agreement
    
    
    (17,351
    )
    
    
    2.1
    %
    
    
    
    
    
    
    0.0
    %Depreciation and amortization
    
    
    9,271
    
    
    
    1.1
    %
    
    
    10,071
    
    
    
    0.6
    %Operating (loss) income
    
    
    (7,861
    )
    
    
    (0.9
    )%
    
    
    13,305
    
    
    
    0.9
    %Interest expense
    
    
    16,623
    
    
    
    2.0
    %
    
    
    18,739
    
    
    
    1.2
    %Charges associated with ineffective interest rate swap
    
    
    5,910
    
    
    
    0.7
    %
    
    
    
    
    
    
    0.0
    %Write-off of debt issue costs
    
    
    1,407
    
    
    
    0.2
    %
    
    
    
    
    
    
    0.0
    %Other expense, net
    
    
    158
    
    
    
    0.0
    %
    
    
    320
    
    
    
    0.0
    %Loss before provision for (benefit from) income taxes
    
    
    (31,959
    )
    
    
    (3.8
    )%
    
    
    (5,754
    )
    
    
    (0.4
    )%Provision for (benefit from) income taxes
    
    
    28,066
    
    
    
    3.4
    %
    
    
    (1,762
    )
    
    
    (0.1
    )%Net loss
    
    $
    (60,025
    )
    
    
    (7.2
    )%
    
    $
    (3,992
    )
    
    
    (0.3
    )%
 Net Sales.
 Gross Profit.
 Selling, General, and Administrative Expenses.
 Net Gain From Terminating the Georgia-Pacific Supply Agreement.
  33




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##### Table of Contents



Depreciation and Amortization.
 Operating (Loss) Income.
 Interest Expense, net.
 Charges associated with ineffective interest rate swap
 Write-off debt issue costs
 Provision for Income Taxes.
 Net loss
  Seasonality
   34




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##### Table of Contents



Liquidity and Capital Resources
     July 4, 2009
    
    
    January 3, 2009(Dollars in thousands)(Unaudited)Working capital
    
    $
    249,607
    
    
    $
    320,527
 Period from
    
    
    Period fromApril 5, 2009
    
    
    December 29, 2007to
    
    
    toJuly 4, 2009
    
    
    June 28, 2008(Dollars in thousands)(Unaudited)Cash flows (used in) provided by operating activities
    
    $
    (12,839
    )
    
    $
    30,775Cash flows provided by (used in) investing activities
    
    
    6,307
    
    
    
    (675
    )Cash flows used in financing activities
    
    
    (90,810
    )
    
    
    (16,068
    )
 Working Capital
  Operating Activities
   35




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##### Table of Contents



Investing Activities
    Financing Activities
  Debt and Credit Sources
     36




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##### Table of Contents



Balance at January 3, 2009
    
    $
    8,038Charges associated with ineffective interest rate swap
    
    
    (5,476
    )Balance at July 4, 2009
    
    $
    2,562
   37




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##### Table of Contents



Contractual Obligations
  Critical Accounting Policies
   Revenue Recognition
   
    
    We are the primary obligor responsible for fulfillment.
    
    Title passes to BlueLinx, and we carry all risk of loss related to warehouse,
reload and inventory shipped directly from vendors to our customers.
    
    We are responsible for all product returns.
    
    We control the selling price.
    
    We select the supplier.
    
    We bear all credit risk.
   Allowance for Doubtful Accounts and Related Reserves
   38




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##### Table of Contents



Inventory Valuation
    Consignment Inventory
  Stock-Based Compensation
  Consideration Received from Vendors and Paid to Customers
    39




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##### Table of Contents



Fair Value Measurements
  Level 1
    
    Unadjusted quoted prices in active markets for identical assets or liabilities.Level 2
    
    Unadjusted quoted prices in active markets for similar assets or liabilities, orUnadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, orInputs other than quoted prices that are observable for the asset or liability.Level 3
    
    Unobservable inputs for the asset or liability.
   Impairment of Long-Lived Assets
      40




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##### Table of Contents



Income Taxes
   Restructuring Charges
  Self-Insurance
   41




---



##### Table of Contents



Recently Issued Accounting Pronouncements
        42




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##### Table of Contents



ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4.
    
    CONTROLS AND PROCEDURES
   
 PART II. OTHER INFORMATION
 
 ITEM 1.
    
    LEGAL PROCEEDINGS
   43




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##### Table of Contents



ITEM 1A.
    
    RISK FACTORS
  
 ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
   Total Number of
    
    
    ApproximateShares Purchased
    
    
    Dollar Value ofTotal
    
    
    Average
    
    
    as Part of Publicly
    
    
    Shares that MayNumber of
    
    
    Price Paid
    
    
    Announced
    
    
    Yet Be PurchasedPeriod
    
    Shares
    
    
    Per Share
    
    
    Program
    
    
    Under the ProgramApril 5  May 4
    
    
    15,500
    
    
    $
    2.96
    
    
    
    378,518
    
    
    $
    9,162,562May 5  June 4
    
    
    62,923
    
    
    $
    2.91
    
    
    
    441,441
    
    
    $
    8,979,456June 5  July 4
    
    
    194,864
    
    
    $
    3.10
    
    
    
    636,305
    
    
    $
    8,375,378Total
    
    
    194,864
    
    
    $
    3.04
    
    
    
    636,305
    
    
    $
    8,375,378
 
 ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  1.
    
    Election of directors to serve on our board of directors:
 Name
    
    Votes For
    
    
    Votes WithheldHoward S. Cohen
    
    
    24,137,593
    
    
    
    2,263,365Richard S. Grant
    
    
    26,317,540
    
    
    
    83,418George R. Judd
    
    
    24,149,712
    
    
    
    2,251,246Richard B. Marchese
    
    
    26,315,903
    
    
    
    85,055Steven F. Mayer
    
    
    24,135,493
    
    
    
    2,265,465Charles H. McElrea
    
    
    24,147,750
    
    
    
    2,253,208Alan H. Schumacher
    
    
    26,316,640
    
    
    
    84,318Mark A. Suwyn
    
    
    24,138,768
    
    
    
    2,262,190Robert G. Warden
    
    
    24,151,500
    
    
    
    2,249,458M. Richard Warner
    
    
    24,154,050
    
    
    
    2,246,908
  44




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##### Table of Contents



2.
    
    Ratification of appointment of Ernst & Young LLP as our independent registered
public accounting firm:
 Votes For
    
    Votes Against
    
    
    Abstain26,387,635
    
    
    10,623
    
    
    
    2,700
 
 ITEM 6.
    
    EXHIBITS
 ExhibitNumber
    
    Description31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  45




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##### Table of Contents



SIGNATURES
  BlueLinx Holdings Inc.(Registrant)Date: August 11, 2009
    /s/ H. Douglas GoforthH. Douglas GoforthChief Financial Officer and Treasurer  46




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  47