##### 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 April 3, 2010
 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
(State of Incorporation)
    
    77-0627356
(I.R.S. Employer Identification No.)4300 Wildwood Parkway, Atlanta, Georgia
(Address of principal executive offices)
    
    30339
(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 April 3, 2010
 INDEX
 PAGEPART I. FINANCIAL INFORMATIONItem 1. Financial Statements  BlueLinx Holdings Inc. (Unaudited)
    
    
    3Consolidated Statements of Operations
    
    
    3Consolidated Balance Sheets
    
    
    4Consolidated Statements of Cash Flows
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    29Item 4. Controls and Procedures
    
    
    29PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    29Item 1A. Risk Factors
    
    
    29Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    29Item 6. Exhibits
    
    
    30Signatures
    
    
    31Exhibit Index
    
    
    32Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
 BLUELINX HOLDINGS INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)
 Period from
    
    
    Period fromJanuary 3, 2010
    
    
    January 4, 2009to
    
    
    toApril 3, 2010
    
    
    April 4, 2009Net sales
    
    $
    431,050
    
    
    $
    407,111Cost of sales
    
    
    378,772
    
    
    
    362,835Gross profit
    
    
    52,278
    
    
    
    44,276Operating expenses:Selling, general, and administrative
    
    
    56,514
    
    
    
    57,665Depreciation and amortization
    
    
    3,744
    
    
    
    5,030Total operating expenses
    
    
    60,258
    
    
    
    62,695Operating loss
    
    
    (7,980
    )
    
    
    (18,419
    )Non-operating expenses:Interest expense, net
    
    
    7,315
    
    
    
    8,117Changes associated with the ineffective interest rate swap
    
    
    (805
    )
    
    
    4,832Write-off of debt issuance costs
    
    
    
    
    
    
    1,407Other expense (income), net
    
    
    233
    
    
    
    (157
    )Loss before provision for income taxes
    
    
    (14,723
    )
    
    
    (32,618
    )Provision for income taxes
    
    
    16
    
    
    
    28,035Net loss
    
    $
    (14,739
    )
    
    $
    (60,653
    )Basic and diluted weighted average number of common shares outstanding
    
    
    30,587
    
    
    
    31,083Basic and diluted net loss per share applicable to common stock
    
    $
    (0.48
    )
    
    $
    (1.95
    )
   3




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##### Table of Contents



BLUELINX HOLDINGS INC.
 
 CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
 April 3, 2010
    
    
    January 2, 2010(unaudited)Assets:Current assets:Cash
    
    $
    13,379
    
    
    $
    29,457Receivables, net
    
    
    183,942
    
    
    
    119,347Inventories, net
    
    
    198,799
    
    
    
    173,185Other current assets
    
    
    18,888
    
    
    
    44,970Total current assets
    
    
    415,008
    
    
    
    366,959Property, plant, and equipment:Land and land improvements
    
    
    52,704
    
    
    
    52,621Buildings
    
    
    96,509
    
    
    
    96,145Machinery and equipment
    
    
    71,165
    
    
    
    69,767Construction in progress
    
    
    564
    
    
    
    791Property, plant, and equipment, at cost
    
    
    220,942
    
    
    
    219,324Accumulated depreciation
    
    
    (85,008
    )
    
    
    (82,141
    )Property, plant, and equipment, net
    
    
    135,934
    
    
    
    137,183Other non-current assets
    
    
    38,806
    
    
    
    42,704Total assets
    
    $
    589,748
    
    
    $
    546,846Liabilities:Current liabilities:Accounts payable
    
    $
    85,938
    
    
    $
    64,618Bank overdrafts
    
    
    37,185
    
    
    
    27,232Accrued compensation
    
    
    5,181
    
    
    
    4,879Other current liabilities
    
    
    23,058
    
    
    
    22,508Total current liabilities
    
    
    151,362
    
    
    
    119,237Non-current liabilities:Long-term debt
    
    
    366,334
    
    
    
    341,669Other non-current liabilities
    
    
    34,785
    
    
    
    35,120Total liabilities
    
    
    552,481
    
    
    
    496,026Shareholders Equity:Common Stock, $0.01 par value,
100,000,000 shares authorized;
32,676,562 and 32,179,253 shares
issued at April 3, 2010 and
January 2, 2010, respectively;
    
    
    327
    
    
    
    322Additional paid-in-capital
    
    
    145,490
    
    
    
    145,035Accumulated other comprehensive loss
    
    
    (7,649
    )
    
    
    (8,375
    )Accumulated deficit
    
    
    (100,901
    )
    
    
    (86,162
    )Total shareholders equity
    
    
    37,267
    
    
    
    50,820Total liabilities and shareholders equity
    
    $
    589,748
    
    
    $
    546,846
   4




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BLUELINX HOLDINGS INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 (unaudited)
 Period from
    
    
    Period fromJanuary 3, 2010
    
    
    January 4, 2009to
    
    
    toApril 3, 2010
    
    
    April 4, 2009Cash flows from operating activities:Net loss
    
    $
    (14,739
    )
    
    $
    (60,653
    )Adjustments to reconcile net loss to cash used in operating activities:Depreciation and amortization
    
    
    3,744
    
    
    
    5,030(Adjustment
to) amortization of debt issuance costs
    
    
    (73
    )
    
    
    614Payment from terminating the Georgia Pacific supply agreement
    
    
    4,706
    
    
    
    Changes associated with ineffective interest rate swap
    
    
    (805
    )
    
    
    4,832Write-off of debt issuance costs
    
    
    
    
    
    
    1,407Deferred income tax (benefit) provision
    
    
    (207
    )
    
    
    27,230Share-based compensation expense
    
    
    1,043
    
    
    
    537Decrease (increase) in restricted cash related to the ineffective
interest rate swap, insurance, and other
    
    
    5,882
    
    
    
    (159
    )Changes in assets and liabilities:Receivables
    
    
    (64,595
    )
    
    
    (26,137
    )Inventories
    
    
    (25,614
    )
    
    
    11,385Accounts payable
    
    
    21,320
    
    
    
    21,908Changes in other working capital
    
    
    22,879
    
    
    
    (3,949
    )Other
    
    
    (134
    )
    
    
    (428
    )Net cash used in operating activities
    
    
    (46,593
    )
    
    
    (18,383
    )Cash flows from investing activities:Property, plant and equipment investments
    
    
    (409
    )
    
    
    (166
    )Proceeds from disposition of assets
    
    
    149
    
    
    
    421Net cash (used in) provided by investing activities
    
    
    (260
    )
    
    
    255Cash flows from financing activities:Repurchase of common stock
    
    
    (583
    )
    
    
    (792
    )Increase (decrease) in the revolving credit facility
    
    
    24,665
    
    
    
    (60,000
    )Payments on capital lease obligations
    
    
    (402
    )
    
    
    Increase (decrease) in bank overdrafts
    
    
    9,953
    
    
    
    (8,531
    )Increase in restricted cash related to the mortgage
    
    
    (2,864
    )
    
    
    (2,878
    )Other
    
    
    6
    
    
    
    6Net cash provided by (used in) financing activities
    
    
    30,775
    
    
    
    (72,195
    )Decrease in cash
    
    
    (16,078
    )
    
    
    (90,323
    )Balance, beginning of period
    
    
    29,457
    
    
    
    150,353Balance, end of period
    
    $
    13,379
    
    
    $
    60,030
   5




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BLUELINX HOLDINGS INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
APRIL 3, 2010
 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 and all other aspects
of the customer relationship.
 
    
    Title passes to BlueLinx and we carry all risk of loss related to warehouse
and third-party (reload) inventory and inventory shipped directly from
vendors to our customers.
 
    
    We are responsible for all product returns.
 
    
    We control the selling price for all channels.
 
    
    We select the supplier.
 
    
    We bear all credit risk.
  6




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Cash and Cash Equivalents
  Restricted Cash
   April 3,
    
    
    January 2,2010
    
    
    2010Cash in escrow:Mortgage
    
    $
    22,279
    
    
    $
    19,415Insurance
    
    
    9,411
    
    
    
    9,411Interest rate swap
    
    
    90
    
    
    
    6,690Other
    
    
    2,726
    
    
    
    2,008Total
    
    $
    34,506
    
    
    $
    37,524
  Allowance for Doubtful Accounts and Related Reserves
  Inventory Valuation
   7




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Consignment Inventory
  Consideration Received from Vendors and Paid to Customers
   Earnings per Common Share
    8




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Stock-Based Compensation
   Income Taxes
     9




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Impairment of Long-Lived Assets
      Self-Insurance
  3. Restructuring Charges
   10




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2007 Facility Consolidation and Severance Costs
   Balance at January 2, 2010
    
    $
    11,755Payments
    
    
    (536
    )Accretion of discount used to calculate liability
    
    
    202Balance at April 3, 2010
    
    $
    11,421
 2008 Facility Consolidation and Severance Costs
   Balance at January 2, 2010
    
    $
    645Payments
    
    
    (293
    )Sublease income
    
    
    70Other changes
    
    
    (51
    )Balance at April 3, 2010
    
    $
    371
 2009 Facility Consolidations and Severance Costs
   11




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Facility
    
    
    SeveranceConsolidation
    
    
    Costs
    
    
    TotalBalance at January 2, 2010
    
    $
    571
    
    
    $
    151
    
    
    $
    722Charges
    
    
    11
    
    
    
    43
    
    
    
    54Payments
    
    
    (47
    )
    
    
    (147
    )
    
    
    (194
    )Balance at April 3, 2010
    
    $
    535
    
    
    $
    47
    
    
    $
    582
 4. Comprehensive Loss
  Period from
    
    
    Period fromJanuary 3, 2010
    
    
    January 4, 2009to
    
    
    toApril 3, 2010
    
    
    April 4, 2009Net loss
    
    $
    (14,739
    )
    
    $
    (60,653
    )Other comprehensive income:Foreign currency translation
    
    
    397
    
    
    
    (141
    )Unrealized gain from cash flow hedge, net of taxes
    
    
    329
    
    
    
    3,231Comprehensive loss
    
    $
    (14,013
    )
    
    $
    (57,563
    )
  5. Employee Benefits
 Defined Benefit Pension Plans
   Period from
    
    
    Period fromJanuary 3, 2010,
    
    
    January 4, 2009to
    
    
    toApril 3, 2010
    
    
    April 4, 2009(In thousands)Service cost
    
    $
    498
    
    
    $
    452Interest cost on projected benefit obligation
    
    
    1,186
    
    
    
    1,125Expected return on plan assets
    
    
    (1,232
    )
    
    
    (1,132
    )Amortization of unrecognized loss
    
    
    123
    
    
    
    180Net periodic pension cost
    
    $
    575
    
    
    $
    625
 6. Revolving Credit Facility
   12




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7. Mortgage
   2011
    
    $
    1,1902012
    
    
    3,0542013
    
    
    3,3092014
    
    
    3,5292015
    
    
    3,763Thereafter
    
    
    270,824
 8. Derivatives
    13




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Period from
    
    
    Period fromJanuary 3, 2010
    
    
    January 4, 2009to
    
    
    toApril 3, 2010
    
    
    April 4, 2009(In thousands)Charges associated with reducing our
borrowings outstanding
    
    $
    
    
    
    $
    5,863Amortization of accumulated other comprehensive loss
    
    
    530
    
    
    
    964Gain related to fair value changes
    
    
    (1,335
    )
    
    
    (1,995
    )Changes associated with our interest rate swap
    
    $
    (805
    )
    
    $
    4,832
  Balance at January 2, 2010
    
    $
    2,675Amortization of accumulated other comprehensive loss recorded to interest expense
    
    
    (530
    )Balance at April 3, 2010
    
    $
    2,145
   9. Fair Value Measurements
     14




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Fair value at January 2, 2010
    
    $
    (8,924
    )Unrealized gains included in earnings, net
    
    
    1,335Fair value at April 3, 2010
    
    $
    (7,589
    )
   10. Related Party Transactions
  11. Commitments and Contingencies
 Environmental and Legal Matters
  Collective Bargaining Agreements
  12. Subsequent Events
   15




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13. Unaudited Supplemental Consolidating Financial Statements
 ,
  BlueLinxBlueLinx
    
    
    CorporationHoldings
    
    
    and
    
    
    LLCInc.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    431,050
    
    
    $
    7,456
    
    
    $
    (7,456
    )
    
    $
    431,050Cost of sales
    
    
    
    
    
    
    378,772
    
    
    
    
    
    
    
    
    
    
    
    378,772Gross profit
    
    
    
    
    
    
    52,278
    
    
    
    7,456
    
    
    
    (7,456
    )
    
    
    52,278Operating expenses:Selling, general and administrative
    
    
    1,895
    
    
    
    62,030
    
    
    
    45
    
    
    
    (7,456
    )
    
    
    56,514Depreciation and amortization
    
    
    
    
    
    
    2,784
    
    
    
    960
    
    
    
    
    
    
    
    3,744Total operating expenses
    
    
    1,895
    
    
    
    64,814
    
    
    
    1,005
    
    
    
    (7,456
    )
    
    
    60,258Operating (loss) income
    
    
    (1,895
    )
    
    
    (12,536
    )
    
    
    6,451
    
    
    
    
    
    
    
    (7,980
    )Non-operating expenses:Interest expense
    
    
    
    
    
    
    2,566
    
    
    
    4,749
    
    
    
    
    
    
    
    7,315Changes associated with ineffective interest rate swap
    
    
    
    
    
    
    (805
    )
    
    
    
    
    
    
    
    
    
    
    (805
    )Other expense (income), net
    
    
    
    
    
    
    262
    
    
    
    (29
    )
    
    
    
    
    
    
    233(Loss) income before (benefit from) provision for income
taxes
    
    
    (1,895
    )
    
    
    (14,559
    )
    
    
    1,731
    
    
    
    
    
    
    
    (14,723
    )(Benefit from) provision for income taxes
    
    
    (688
    )
    
    
    29
    
    
    
    675
    
    
    
    
    
    
    
    16Equity in loss of subsidiaries
    
    
    (13,532
    )
    
    
    
    
    
    
    
    
    
    
    13,532
    
    
    
    Net (loss) income
    
    $
    (14,739
    )
    
    $
    (14,588
    )
    
    $
    1,056
    
    
    $
    13,532
    
    
    $
    (14,739
    )
  BlueLinxBlueLinx
    
    
    CorporationHoldings
    
    
    and
    
    
    LLCInc.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    407,111
    
    
    $
    7,522
    
    
    $
    (7,522
    )
    
    $
    407,111Cost of sales
    
    
    
    
    
    
    362,835
    
    
    
    
    
    
    
    
    
    
    
    362,835Gross profit
    
    
    
    
    
    
    44,276
    
    
    
    7,522
    
    
    
    (7,522
    )
    
    
    44,276Operating expenses:Selling, general and administrative
    
    
    1,614
    
    
    
    63,526
    
    
    
    47
    
    
    
    (7,522
    )
    
    
    57,665Depreciation and amortization
    
    
    
    
    
    
    4,009
    
    
    
    1,021
    
    
    
    
    
    
    
    5,030Total operating expenses
    
    
    1,614
    
    
    
    67,535
    
    
    
    1,068
    
    
    
    (7,522
    )
    
    
    62,695Operating (loss) income
    
    
    (1,614
    )
    
    
    (23,259
    )
    
    
    6,454
    
    
    
    
    
    
    
    (18,419
    )Non-operating expenses:Interest expense
    
    
    
    
    
    
    3,443
    
    
    
    4,674
    
    
    
    
    
    
    
    8,117Changes associated with ineffective interest rate swap
    
    
    
    
    
    
    4,832
    
    
    
    
    
    
    
    
    
    
    
    4,832Write-off of debt issuance costs
    
    
    
    
    
    
    1,407
    
    
    
    
    
    
    
    
    
    
    
    1,407Other income, net
    
    
    
    
    
    
    (138
    )
    
    
    (19
    )
    
    
    
    
    
    
    (157
    )(Loss) income before (benefit from) provision for income
taxes
    
    
    (1,614
    )
    
    
    (32,803
    )
    
    
    1,799
    
    
    
    
    
    
    
    (32,618
    )(Benefit from) provision for income taxes
    
    
    (941
    )
    
    
    28,274
    
    
    
    702
    
    
    
    
    
    
    
    28,035Equity in loss of subsidiaries
    
    
    (59,980
    )
    
    
    
    
    
    
    
    
    
    
    59,980
    
    
    
    Net (loss) income
    
    $
    (60,653
    )
    
    $
    (61,077
    )
    
    $
    1,097
    
    
    $
    59,980
    
    
    $
    (60,653
    )
  16




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##### Table of Contents



BlueLinxBlueLinx
    
    
    Corporation
    
    
    LLCHoldings Inc.
    
    
    and Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedAssets:Current assets:Cash
    
    $
    27
    
    
    $
    13,055
    
    
    $
    297
    
    
    $
    
    
    
    $
    13,379Receivables
    
    
    
    
    
    
    183,942
    
    
    
    
    
    
    
    
    
    
    
    183,942Inventories
    
    
    
    
    
    
    198,799
    
    
    
    
    
    
    
    
    
    
    
    198,799Deferred income tax assets
    
    
    275
    
    
    
    (910
    )
    
    
    
    
    
    
    635
    
    
    
    Other current assets
    
    
    965
    
    
    
    16,324
    
    
    
    1,599
    
    
    
    
    
    
    
    18,888Intercompany receivable
    
    
    61,682
    
    
    
    6,846
    
    
    
    
    
    
    
    (68,528
    )
    
    
    Total current assets
    
    
    62,949
    
    
    
    418,056
    
    
    
    1,896
    
    
    
    (67,893
    )
    
    
    415,008Property and equipment:Land and land improvements
    
    
    
    
    
    
    3,217
    
    
    
    49,487
    
    
    
    
    
    
    
    52,704Buildings
    
    
    
    
    
    
    7,858
    
    
    
    88,651
    
    
    
    
    
    
    
    96,509Machinery and equipment
    
    
    
    
    
    
    71,165
    
    
    
    
    
    
    
    
    
    
    
    71,165Construction in progress
    
    
    
    
    
    
    564
    
    
    
    
    
    
    
    
    
    
    
    564Property and equipment, at cost
    
    
    
    
    
    
    82,804
    
    
    
    138,138
    
    
    
    
    
    
    
    220,942Accumulated depreciation
    
    
    
    
    
    
    (60,936
    )
    
    
    (24,072
    )
    
    
    
    
    
    
    (85,008
    )Property and equipment, net
    
    
    
    
    
    
    21,868
    
    
    
    114,066
    
    
    
    
    
    
    
    135,934Investment in subsidiaries
    
    
    (22,076
    )
    
    
    
    
    
    
    
    
    
    
    22,076
    
    
    
    Non-current deferred income tax assets
    
    
    
    
    
    
    5,075
    
    
    
    2,227
    
    
    
    (7,302
    )
    
    
    Other non-current assets
    
    
    
    
    
    
    12,417
    
    
    
    26,389
    
    
    
    
    
    
    
    38,806Total assets
    
    $
    40,873
    
    
    $
    457,416
    
    
    $
    144,578
    
    
    $
    (53,119
    )
    
    $
    589,748Liabilities:Current liabilities:Accounts payable
    
    $
    23
    
    
    $
    85,915
    
    
    $
    
    
    
    $
    
    
    
    
    85,938Bank overdrafts
    
    
    
    
    
    
    37,185
    
    
    
    
    
    
    
    
    
    
    
    37,185Accrued compensation
    
    
    22
    
    
    
    5,159
    
    
    
    
    
    
    
    
    
    
    
    5,181Deferred income tax liabilities
    
    
    (635
    )
    
    
    
    
    
    
    
    
    
    
    635
    
    
    
    Other current liabilities
    
    
    
    
    
    
    21,084
    
    
    
    1,974
    
    
    
    
    
    
    
    23,058Intercompany payable
    
    
    4,196
    
    
    
    60,994
    
    
    
    3,338
    
    
    
    (68,528
    )
    
    
    Total current liabilities
    
    
    3,606
    
    
    
    210,337
    
    
    
    5,312
    
    
    
    (67,893
    )
    
    
    151,362Non-current liabilities:Long-term debt
    
    
    
    
    
    
    80,665
    
    
    
    285,669
    
    
    
    
    
    
    
    366,334Non-current deferred income tax
liabilities
    
    
    
    
    
    
    2,524
    
    
    
    4,778
    
    
    
    (7,302
    )
    
    
    Other non-current liabilities
    
    
    
    
    
    
    34,785
    
    
    
    
    
    
    
    
    
    
    
    34,785Total liabilities
    
    
    3,606
    
    
    
    328,311
    
    
    
    295,759
    
    
    
    (75,195
    )
    
    
    552,481Shareholders Equity/Parents Investment
    
    
    37,267
    
    
    
    129,105
    
    
    
    (151,181
    )
    
    
    22,076
    
    
    
    37,267Total liabilities and equity
    
    $
    40,873
    
    
    $
    457,416
    
    
    $
    144,578
    
    
    $
    (53,119
    )
    
    $
    589,748
  17




---



##### Table of Contents



BlueLinxBlueLinx
    
    
    Corporation
    
    
    LLCHoldings Inc.
    
    
    and Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedAssets:Current assets:Cash
    
    $
    32
    
    
    $
    29,129
    
    
    $
    296
    
    
    $
    
    
    
    $
    29,457Receivables
    
    
    
    
    
    
    119,347
    
    
    
    
    
    
    
    
    
    
    
    119,347Inventories
    
    
    
    
    
    
    173,185
    
    
    
    
    
    
    
    
    
    
    
    173,185Deferred income tax assets
    
    
    275
    
    
    
    (910
    )
    
    
    
    
    
    
    635
    
    
    
    Other current assets
    
    
    925
    
    
    
    42,172
    
    
    
    1,873
    
    
    
    
    
    
    
    44,970Intercompany receivable
    
    
    63,905
    
    
    
    5,793
    
    
    
    
    
    
    
    (69,698
    )
    
    
    Total current assets
    
    
    65,137
    
    
    
    368,716
    
    
    
    2,169
    
    
    
    (69,063
    )
    
    
    366,959Property and equipment:Land and land improvements
    
    
    
    
    
    
    3,134
    
    
    
    49,487
    
    
    
    
    
    
    
    52,621Buildings
    
    
    
    
    
    
    7,494
    
    
    
    88,651
    
    
    
    
    
    
    
    96,145Machinery and equipment
    
    
    
    
    
    
    69,767
    
    
    
    
    
    
    
    
    
    
    
    69,767Construction in progress
    
    
    
    
    
    
    791
    
    
    
    
    
    
    
    
    
    
    
    791Property and equipment, at cost
    
    
    
    
    
    
    81,186
    
    
    
    138,138
    
    
    
    
    
    
    
    219,324Accumulated depreciation
    
    
    
    
    
    
    (59,030
    )
    
    
    (23,111
    )
    
    
    
    
    
    
    (82,141
    )Property and equipment, net
    
    
    
    
    
    
    22,156
    
    
    
    115,027
    
    
    
    
    
    
    
    137,183Investment in subsidiaries
    
    
    (11,755
    )
    
    
    
    
    
    
    
    
    
    
    11,755
    
    
    
    Non-current deferred income tax assets
    
    
    
    
    
    
    5,075
    
    
    
    2,227
    
    
    
    (7,302
    )
    
    
    Other non-current assets
    
    
    
    
    
    
    19,016
    
    
    
    23,688
    
    
    
    
    
    
    
    42,704Total assets
    
    $
    53,382
    
    
    $
    414,963
    
    
    $
    143,111
    
    
    $
    (64,610
    )
    
    $
    546,846Liabilities:Current liabilities:Accounts payable
    
    $
    38
    
    
    $
    64,580
    
    
    $
    
    
    
    $
    
    
    
    
    64,618Bank overdrafts
    
    
    
    
    
    
    27,232
    
    
    
    
    
    
    
    
    
    
    
    27,232Accrued compensation
    
    
    16
    
    
    
    4,863
    
    
    
    
    
    
    
    
    
    
    
    4,879Deferred income tax liabilities
    
    
    (635
    )
    
    
    
    
    
    
    
    
    
    
    635
    
    
    
    Other current liabilities
    
    
    
    
    
    
    20,637
    
    
    
    1,871
    
    
    
    
    
    
    
    22,508Intercompany payable
    
    
    3,143
    
    
    
    61,644
    
    
    
    4,911
    
    
    
    (69,698
    )
    
    
    Total current liabilities
    
    
    2,562
    
    
    
    178,956
    
    
    
    6,782
    
    
    
    (69,063
    )
    
    
    119,237Non-current liabilities:Long-term debt
    
    
    
    
    
    
    56,000
    
    
    
    285,669
    
    
    
    
    
    
    
    341,669Non-current deferred income tax
liabilities
    
    
    
    
    
    
    2,524
    
    
    
    4,778
    
    
    
    (7,302
    )
    
    
    Other non-current liabilities
    
    
    
    
    
    
    35,120
    
    
    
    
    
    
    
    
    
    
    
    35,120Total liabilities
    
    
    2,562
    
    
    
    272,600
    
    
    
    297,229
    
    
    
    (76,365
    )
    
    
    496,026Shareholders Equity/Parents Investment
    
    
    50,820
    
    
    
    142,363
    
    
    
    (154,118
    )
    
    
    11,755
    
    
    
    50,820Total liabilities and equity
    
    $
    53,382
    
    
    $
    414,963
    
    
    $
    143,111
    
    
    $
    (64,610
    )
    
    $
    546,846
  18




---



##### Table of Contents



BlueLinxBlueLinx
    
    
    CorporationHoldings
    
    
    and
    
    
    LLCInc.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedCash flows from operating activities:Net (loss) income
    
    $
    (14,739
    )
    
    $
    (14,588
    )
    
    $
    1,056
    
    
    $
    13,532
    
    
    $
    (14,739
    )Adjustments to reconcile net (loss) income to cash (used in)
provided by operating activities:Depreciation and amortization
    
    
    
    
    
    
    2,783
    
    
    
    961
    
    
    
    
    
    
    
    3,744(Adjustment
to) amortization of debt issuance costs
    
    
    
    
    
    
    (236
    )
    
    
    163
    
    
    
    
    
    
    
    (73
    )Payments from terminating the Georgia-Pacific supply
agreement
    
    
    
    
    
    
    4,706
    
    
    
    
    
    
    
    
    
    
    
    4,706Changes associated with the ineffective interest rate swap
    
    
    
    
    
    
    (805
    )
    
    
    
    
    
    
    
    
    
    
    (805
    )Deferred income tax benefit
    
    
    
    
    
    
    (207
    )
    
    
    
    
    
    
    
    
    
    
    (207
    )Share-based compensation expense
    
    
    447
    
    
    
    596
    
    
    
    
    
    
    
    
    
    
    
    1,043Decrease in restricted cash related to the ineffective
interest rate swap, insurance, and other
    
    
    
    
    
    
    5,882
    
    
    
    
    
    
    
    
    
    
    
    5,882Equity in earnings of subsidiaries
    
    
    13,532
    
    
    
    
    
    
    
    
    
    
    
    (13,532
    )
    
    
    Changes in assets and liabilities:Receivables
    
    
    
    
    
    
    (64,595
    )
    
    
    
    
    
    
    
    
    
    
    (64,595
    )Inventories
    
    
    
    
    
    
    (25,614
    )
    
    
    
    
    
    
    
    
    
    
    (25,614
    )Accounts payable
    
    
    (15
    )
    
    
    21,335
    
    
    
    
    
    
    
    
    
    
    
    21,320Changes in other working capital
    
    
    (34
    )
    
    
    22,536
    
    
    
    377
    
    
    
    
    
    
    
    22,879Intercompany receivable
    
    
    1,573
    
    
    
    (1,053
    )
    
    
    
    
    
    
    (520
    )
    
    
    Intercompany payable
    
    
    1,053
    
    
    
    
    
    
    
    (1,573
    )
    
    
    520
    
    
    
    Other
    
    
    
    
    
    
    (134
    )
    
    
    
    
    
    
    
    
    
    
    (134
    )Net cash provided by (used in) operating activities
    
    
    1,817
    
    
    
    (49,394
    )
    
    
    984
    
    
    
    
    
    
    
    (46,593
    )Cash flows from investing activities:Investment in subsidiaries
    
    
    (1,895
    )
    
    
    
    
    
    
    
    
    
    
    1,895
    
    
    
    Property, plant and equipment investments
    
    
    
    
    
    
    (409
    )
    
    
    
    
    
    
    
    
    
    
    (409
    )Proceeds from disposition of assets
    
    
    
    
    
    
    149
    
    
    
    
    
    
    
    
    
    
    
    149Net cash (used in) provided by investing activities
    
    
    (1,895
    )
    
    
    (260
    )
    
    
    
    
    
    
    1,895
    
    
    
    (260
    )Cash flows from financing activities:Net transactions with Parent
    
    
    
    
    
    
    14
    
    
    
    1,881
    
    
    
    (1,895
    )
    
    
    Repurchase of common stock
    
    
    (583
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (583
    )Increase in revolving credit facility
    
    
    
    
    
    
    24,665
    
    
    
    
    
    
    
    
    
    
    
    24,665Payments on capital lease obligations
    
    
    
    
    
    
    (402
    )
    
    
    
    
    
    
    
    
    
    
    (402
    )Increase in bank overdrafts
    
    
    
    
    
    
    9,953
    
    
    
    
    
    
    
    
    
    
    
    9,953Increase in restricted cash related to the mortgage
    
    
    
    
    
    
    
    
    
    
    (2,864
    )
    
    
    
    
    
    
    (2,864
    )Intercompany receivable
    
    
    650
    
    
    
    
    
    
    
    
    
    
    
    (650
    )
    
    
    Intercompany payable
    
    
    
    
    
    
    (650
    )
    
    
    
    
    
    
    650
    
    
    
    Other
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6Net cash (used in) provided by financing activities
    
    
    73
    
    
    
    33,580
    
    
    
    (983
    )
    
    
    (1,895
    )
    
    
    30,775Increase (decrease) in cash
    
    
    (5
    )
    
    
    (16,074
    )
    
    
    1
    
    
    
    
    
    
    
    (16,078
    )Balance, beginning of period
    
    
    32
    
    
    
    29,129
    
    
    
    296
    
    
    
    
    
    
    
    29,457Balance, end of period
    
    $
    27
    
    
    $
    13,055
    
    
    $
    297
    
    
    $
    
    
    
    $
    13,379
  19




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##### Table of Contents



BlueLinxBlueLinx
    
    
    CorporationHoldings
    
    
    and
    
    
    LLCInc.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedCash flows from operating activities:Net (loss) income
    
    $
    (60,653
    )
    
    $
    (61,077
    )
    
    $
    1,097
    
    
    $
    59,980
    
    
    $
    (60,653
    )Adjustments to reconcile net (loss) income to cash (used
in) provided by operating activities:Depreciation and amortization
    
    
    
    
    
    
    4,009
    
    
    
    1,021
    
    
    
    
    
    
    
    5,030Amortization of debt issuance costs
    
    
    
    
    
    
    451
    
    
    
    163
    
    
    
    
    
    
    
    614Changes associated with ineffective interest rate swap
    
    
    
    
    
    
    4,832
    
    
    
    
    
    
    
    
    
    
    
    4,832Write-off of debt issue costs
    
    
    
    
    
    
    1,407
    
    
    
    
    
    
    
    
    
    
    
    1,407Deferred income provision (benefit)
    
    
    (13
    )
    
    
    27,391
    
    
    
    (148
    )
    
    
    
    
    
    
    27,230Share-based compensation expense
    
    
    445
    
    
    
    92
    
    
    
    
    
    
    
    
    
    
    
    537Increase in restricted cash related to the
ineffective interest rate swap, insurance, and other
    
    
    
    
    
    
    (159
    )
    
    
    
    
    
    
    
    
    
    
    (159
    )Equity in earnings of subsidiaries
    
    
    59,980
    
    
    
    
    
    
    
    
    
    
    
    (59,980
    )
    
    
    Changes in assets and liabilities:Receivables
    
    
    
    
    
    
    (26,137
    )
    
    
    
    
    
    
    
    
    
    
    (26,137
    )Inventories
    
    
    
    
    
    
    11,385
    
    
    
    
    
    
    
    
    
    
    
    11,385Accounts payable
    
    
    21
    
    
    
    21,887
    
    
    
    
    
    
    
    
    
    
    
    21,908Changes in other working capital
    
    
    (849
    )
    
    
    (2,982
    )
    
    
    (118
    )
    
    
    
    
    
    
    (3,949
    )Intercompany receivable
    
    
    281
    
    
    
    (1,879
    )
    
    
    
    
    
    
    1,598
    
    
    
    Intercompany payable
    
    
    1,879
    
    
    
    
    
    
    
    (281
    )
    
    
    (1,598
    )
    
    
    Other
    
    
    
    
    
    
    (428
    )
    
    
    
    
    
    
    
    
    
    
    (428
    )Net cash (used in) provided by operating activities
    
    
    1,091
    
    
    
    (21,208
    )
    
    
    1,734
    
    
    
    
    
    
    
    (18,383
    )Cash flows from investing activities:Investment in subsidiaries
    
    
    23,737
    
    
    
    
    
    
    
    
    
    
    
    (23,737
    )
    
    
    Property, plant and equipment investments
    
    
    
    
    
    
    (166
    )
    
    
    
    
    
    
    
    
    
    
    (166
    )Proceeds from disposition of assets
    
    
    
    
    
    
    421
    
    
    
    
    
    
    
    
    
    
    
    421Net cash provided by (used in) investing activities
    
    
    23,737
    
    
    
    255
    
    
    
    
    
    
    
    (23,737
    )
    
    
    255Cash flows from financing activities:Net transactions with Parent
    
    
    
    
    
    
    (24,996
    )
    
    
    1,259
    
    
    
    23,737
    
    
    
    Repurchase of common stock
    
    
    (792
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (792
    )Net decrease in revolving credit facility
    
    
    
    
    
    
    (60,000
    )
    
    
    
    
    
    
    
    
    
    
    (60,000
    )Decrease in bank overdrafts
    
    
    
    
    
    
    (8,531
    )
    
    
    
    
    
    
    
    
    
    
    (8,531
    )Increase in restricted cash related to the mortgage
    
    
    
    
    
    
    
    
    
    
    (2,878
    )
    
    
    
    
    
    
    (2,878
    )Intercompany receivable
    
    
    (23,975
    )
    
    
    
    
    
    
    
    
    
    
    23,975
    
    
    
    Intercompany payable
    
    
    
    
    
    
    23,975
    
    
    
    
    
    
    
    (23,975
    )
    
    
    Other
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6Net cash (used in) provided by financing activities
    
    
    (24,761
    )
    
    
    (69,552
    )
    
    
    (1,619
    )
    
    
    23,737
    
    
    
    (72,195
    )Increase (decrease) in cash
    
    
    67
    
    
    
    (90,505
    )
    
    
    115
    
    
    
    
    
    
    
    (90,323
    )Balance, beginning of period
    
    
    32
    
    
    
    150,259
    
    
    
    62
    
    
    
    
    
    
    
    150,353Balance, end of period
    
    $
    99
    
    
    $
    59,754
    
    
    $
    177
    
    
    $
    
    
    
    $
    60,030
  20




---



##### 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 2, 2010 as filed with the SEC.
  21




---



##### Table of Contents



Overview
 Background
  Industry Conditions
  Selected Factors Affecting Our Operating Results
   Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    FiscalQ1 2010
    
    
    Q1 2009
    
    
    2009
    
    
    2008(Dollars in millions)(Unaudited)Sales by CategoryStructural Products
    
    $
    204
    
    
    $
    182
    
    
    $
    738
    
    
    $
    1,422Specialty Products
    
    
    233
    
    
    
    234
    
    
    
    948
    
    
    
    1,412Other(1)
    
    
    (6
    )
    
    
    (9
    )
    
    
    (40
    )
    
    
    (54
    )Total Sales
    
    $
    431
    
    
    $
    407
    
    
    $
    1,646
    
    
    $
    2,780Sales VariancesUnit Volume $ Change
    
    $
    6
    
    
    $
    (302
    )
    
    $
    (1,036
    )
    
    $
    (1,161
    )Price/Other(1)
    
    
    18
    
    
    
    (8
    )
    
    
    (98
    )
    
    
    107Total $ Change
    
    $
    24
    
    
    $
    (310
    )
    
    $
    (1,134
    )
    
    $
    (1,054
    )Unit Volume % Change
    
    
    1.4
    %
    
    
    (41.6
    )%
    
    
    (36.6
    )%
    
    
    (29.7
    )%Price/Other(1)
    
    
    4.5
    %
    
    
    (1.6
    )%
    
    
    (4.2
    )%
    
    
    2.2
    %Total % Change
    
    
    5.9
    %
    
    
    (43.2
    )%
    
    
    (40.8
    )%
    
    
    (27.5
    )%
 
 (1)
    
    Other includes unallocated allowances and discounts.  22




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##### Table of Contents



Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    FiscalQ1 2010
    
    
    Q1 2009
    
    
    2009
    
    
    2008(Dollars in millions)(Unaudited)Gross Margin $s by CategoryStructural Products
    
    $
    22
    
    
    $
    17
    
    
    $
    73
    
    
    $
    134Specialty Products
    
    
    33
    
    
    
    31
    
    
    
    132
    
    
    
    200Other(1)
    
    
    (3
    )
    
    
    (4
    )
    
    
    (12
    )
    
    
    (19
    )Total Gross Margin $s
    
    $
    52
    
    
    $
    44
    
    
    $
    193
    
    
    $
    315Gross Margin %s by CategoryStructural Products
    
    
    10.8
    %
    
    
    9.3
    %
    
    
    9.9
    %
    
    
    9.4
    %Specialty Products
    
    
    14.2
    %
    
    
    13.2
    %
    
    
    13.9
    %
    
    
    14.2
    %Total Gross Margin %s
    
    
    12.1
    %
    
    
    10.9
    %
    
    
    11.7
    %
    
    
    11.3
    %Unit Volume Change by ProductStructural Products
    
    
    0.3
    %
    
    
    (46.4
    )%
    
    
    (40.3
    )%
    
    
    (34.6
    )%Specialty Products
    
    
    2.2
    %
    
    
    (36.7
    )%
    
    
    (32.8
    )%
    
    
    (24.0
    )%Total Unit Volume Change %s
    
    
    1.4
    %
    
    
    (41.6
    )%
    
    
    (36.6
    )%
    
    
    (29.7
    )%
 
 (1)
    
    Other includes unallocated allowances and discounts.  Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    FiscalQ1 2010
    
    
    Q1 2009
    
    
    2009
    
    
    2008(Dollars in millions)(Unaudited)Sales by ChannelWarehouse/Reload
    
    $
    335
    
    
    $
    295
    
    
    $
    1,251
    
    
    $
    2,044Direct
    
    
    102
    
    
    
    121
    
    
    
    435
    
    
    
    790Other(1)
    
    
    (6
    )
    
    
    (9
    )
    
    
    (40
    )
    
    
    (54
    )Total
    
    $
    431
    
    
    $
    407
    
    
    $
    1,646
    
    
    $
    2,780Gross Margin by ChannelWarehouse/Reload
    
    $
    50
    
    
    $
    40
    
    
    $
    177
    
    
    $
    284Direct
    
    
    5
    
    
    
    8
    
    
    
    28
    
    
    
    50Other(1)
    
    
    (3
    )
    
    
    (4
    )
    
    
    (12
    )
    
    
    (19
    )Total
    
    $
    52
    
    
    $
    44
    
    
    $
    193
    
    
    $
    315Gross Margin % by ChannelWarehouse/Reload
    
    
    14.9
    %
    
    
    13.6
    %
    
    
    14.1
    %
    
    
    13.9
    %Direct
    
    
    4.9
    %
    
    
    6.6
    %
    
    
    6.4
    %
    
    
    6.3
    %Total
    
    
    12.1
    %
    
    
    10.9
    %
    
    
    11.7
    %
    
    
    11.3
    %
 
 (1)
    
    Other includes unallocated allowances and discounts.  23




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##### Table of Contents



Fiscal Year
  Results of Operations
 First Quarter of Fiscal 2010 Compared to First Quarter of Fiscal 2009
  % of
    
    
    
    
    
    % ofFirst Quarter of
    
    
    Net
    
    
    First Quarter of
    
    
    NetFiscal 2010
    
    
    Sales
    
    
    Fiscal 2009
    
    
    Sales(Unaudited)
    
    
    
    
    
    (Unaudited)(Dollars in thousands)Net sales
    
    $
    431,050
    
    
    
    100.0
    %
    
    $
    407,111
    
    
    
    100.0
    %Gross profit
    
    
    52,278
    
    
    
    12.1
    %
    
    
    44,276
    
    
    
    10.9
    %Selling, general & administrative
    
    
    56,514
    
    
    
    13.1
    %
    
    
    57,665
    
    
    
    14.2
    %Depreciation and amortization
    
    
    3,744
    
    
    
    0.9
    %
    
    
    5,030
    
    
    
    1.2
    %Operating loss
    
    
    (7,980
    )
    
    
    (1.9
    )%
    
    
    (18,419
    )
    
    
    (4.5
    )%Interest expense, net
    
    
    7,315
    
    
    
    1.7
    %
    
    
    8,117
    
    
    
    2.0
    %Changes associated with ineffective interest rate swap
    
    
    (805
    )
    
    
    (0.2
    )%
    
    
    4,832
    
    
    
    1.2
    %Write-off of debt issuance costs
    
    
    
    
    
    
    0.0
    %
    
    
    1,407
    
    
    
    0.3
    %Other expense (income), net
    
    
    233
    
    
    
    0.1
    %
    
    
    (157
    )
    
    
    0.0
    %Loss before provision for income taxes
    
    
    (14,723
    )
    
    
    (3.4
    )%
    
    
    (32,618
    )
    
    
    (8.0
    )%Provision for income taxes
    
    
    16
    
    
    
    0.0
    %
    
    
    28,035
    
    
    
    6.9
    %Net loss
    
    $
    (14,739
    )
    
    
    (3.4
    )%
    
    $
    (60,653
    )
    
    
    (14.9
    )%
 Net sales.
 Gross profit.
 Selling, general, and administrative.
  24




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##### Table of Contents



Depreciation and amortization.
 Operating loss.
 Interest expense, net.
 Changes associated with ineffective interest rate swap
 Write-off debt issuance costs
 Provision for income taxes.
 Net loss.
  Seasonality
   25




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##### Table of Contents



Liquidity and Capital Resources
     April 3, 2010
    
    
    January 2, 2010(Dollars in thousands)(Unaudited)Working capital
    
    $
    263,646
    
    
    $
    247,722
 Period from
    
    
    Period fromJanuary 3,
    
    
    January 4,2010 to
    
    
    2009 toApril 3, 2010
    
    
    April 4, 2009(Dollars in thousands)(Unaudited)Cash flows used in operating activities
    
    $
    (46,593
    )
    
    $
    (18,383
    )Cash flows (used in) provided by investing activities
    
    
    (260
    )
    
    
    255Cash flows provided by (used in) financing activities
    
    $
    30,775
    
    
    $
    (72,195
    )
 Working Capital
  Operating Activities
   26




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##### Table of Contents



Investing Activities
    Financing Activities
  Debt and Credit Sources
     27




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##### Table of Contents



Period from
    
    
    Period fromJanuary 3, 2010
    
    
    January 4, 2009to
    
    
    toApril 3, 2010
    
    
    April 4, 2009(In thousands)Charges associated with reducing our
borrowings outstanding
    
    $
    
    
    
    $
    5,863Amortization of accumulated other comprehensive loss
    
    
    530
    
    
    
    964Gain related to fair value changes
    
    
    (1,335
    )
    
    
    (1,995
    )Changes associated with our interest rate swap
    
    $
    (805
    )
    
    $
    4,832
  Balance at January 2, 2010
    
    $
    2,675Amortization of accumulated other comprehensive loss recorded to interest expense
    
    
    (530
    )Balance at April 3, 2010
    
    $
    2,145
   Contractual Obligations
  Critical Accounting Policies
   28




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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
  
 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 ProgramJanuary 3  February 2
    
    
    116,543
    
    
    $
    2.94
    
    
    
    888,591
    
    
    $
    7,618,312February 3  March 3
    
    
    82,785
    
    
    $
    2.98
    
    
    
    971,376
    
    
    $
    7,371,613March 4  April 3
    
    
    
    
    
    
    
    
    
    
    971,376
    
    
    $
    7,371,613Total
    
    
    199,328
    
    
    $
    2.95
    
    
    
    971,376
    
    
    $
    7,371,613
  29




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##### Table of Contents



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.
  30




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##### Table of Contents



SIGNATURES
  BlueLinx Holdings Inc.(Registrant)Date: May 7, 2010
    /s/ H. Douglas GoforthH. Douglas GoforthChief Financial Officer and Treasurer
(Principal Financial Officer)  31




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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.
  32