##### 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 4, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period fromto
 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
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



BLUELINX HOLDINGS INC.
 Form 10-Q
 For the Quarterly Period Ended April 4, 2009
  
 INDEX
 PAGEPART I. FINANCIAL INFORMATIONItem 1. Financial Statements  BlueLinx Holdings Inc. (Unaudited)
    
    
    3Condensed Consolidated Statements of Operations
    
    
    3Condensed Consolidated Balance Sheets
    
    
    4Condensed Consolidated Statements of Cash Flows
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    32Item 4. Controls and Procedures
    
    
    33PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    33Item 1A. Risk Factors
    
    
    33Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    34Item 6. Exhibits
    
    
    35Signatures
    
    
    36Exhibit Index
    
    
    37Exhibit 10.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
 BLUELINX HOLDINGS INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except per share data)
 (unaudited)
 Period from
    
    
    Period fromJanuary 4, 2009
    
    
    December 30, 2007to
    
    
    toApril 4, 2009
    
    
    March 29, 2008Net sales
    
    $
    407,111
    
    
    $
    716,760Cost of sales
    
    
    362,835
    
    
    
    638,957Gross profit
    
    
    44,276
    
    
    
    77,803Operating expenses:Selling, general, and administrative
    
    
    57,665
    
    
    
    80,635Depreciation and amortization
    
    
    5,030
    
    
    
    4,968Total operating expenses
    
    
    62,695
    
    
    
    85,603Operating loss
    
    
    (18,419
    )
    
    
    (7,800
    )Non-operating expenses:Interest expense, net
    
    
    8,117
    
    
    
    9,354Charges associated with ineffective interest rate swap
    
    
    4,832
    
    
    
    Write-off of debt issue costs
    
    
    1,407
    
    
    
    Other (income) expense, net
    
    
    (157
    )
    
    
    130Loss before provision for (benefit from) income taxes
    
    
    (32,618
    )
    
    
    (17,284
    )Provision for (benefit from) income taxes
    
    
    28,035
    
    
    
    (6,693
    )Net loss
    
    $
    (60,653
    )
    
    $
    (10,591
    )Basic weighted average number of common shares outstanding
    
    
    31,083
    
    
    
    30,928Basic net loss per share applicable to common stock
    
    $
    (1.95
    )
    
    $
    (0.34
    )Diluted weighted average number of common shares outstanding
    
    
    31,083
    
    
    
    30,928Diluted net loss per share applicable to common stock
    
    $
    (1.95
    )
    
    $
    (0.34
    )
   3




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##### Table of Contents



BLUELINX HOLDINGS INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
 April 4, 2009
    
    
    January 3, 2009(unaudited)Assets:Current assets:Cash and
cash equivalents
    
    $
    60,030
    
    
    $
    150,353Receivables, net
    
    
    156,790
    
    
    
    130,653Inventories, net
    
    
    178,097
    
    
    
    189,482Deferred income tax assets
    
    
    578
    
    
    
    11,868Other current assets
    
    
    35,509
    
    
    
    37,351Total current assets
    
    
    431,004
    
    
    
    519,707Property, plant, and equipment:Land and land improvements
    
    
    53,438
    
    
    
    53,426Buildings
    
    
    96,392
    
    
    
    96,159Machinery and equipment
    
    
    70,264
    
    
    
    70,491Construction in progress
    
    
    1,660
    
    
    
    2,035Property, plant, and equipment, at cost
    
    
    221,754
    
    
    
    222,111Accumulated depreciation
    
    
    (73,505
    )
    
    
    (69,336
    )Property, plant, and equipment, net
    
    
    148,249
    
    
    
    152,775Non-current deferred income tax assets
    
    
    
    
    
    
    17,468Other non-current assets
    
    
    42,357
    
    
    
    42,457Total assets
    
    $
    621,610
    
    
    $
    732,407Liabilities:Current liabilities:Accounts payable
    
    $
    100,275
    
    
    $
    78,367Bank overdrafts
    
    
    16,184
    
    
    
    24,715Accrued compensation
    
    
    4,031
    
    
    
    11,552Current maturities of long-term debt
    
    
    15,000
    
    
    
    60,000Other current liabilities
    
    
    25,617
    
    
    
    24,546Total current liabilities
    
    
    161,107
    
    
    
    199,180Non-current liabilities:Long-term debt
    
    
    369,870
    
    
    
    384,870Non-current deferred income tax liabilities
    
    
    578
    
    
    
    Other non-current liabilities
    
    
    44,955
    
    
    
    45,505Total liabilities
    
    
    576,510
    
    
    
    629,555Shareholders Equity:Common Stock, $0.01 par value,
100,000,000 shares authorized; 32,952,876
and 32,362,330 shares issued at April 4,
2009 and January 3, 2009, respectively;
32,589,852 and 32,362,330 shares
outstanding at April 4, 2009 and January
3, 2009, respectively
    
    
    326
    
    
    
    323Additional paid-in-capital
    
    
    143,893
    
    
    
    144,148Accumulated other comprehensive loss
    
    
    (13,767
    )
    
    
    (16,920
    )Accumulated deficit
    
    
    (85,352
    )
    
    
    (24,699
    )Total shareholders equity
    
    
    45,100
    
    
    
    102,852Total liabilities and shareholders equity
    
    $
    621,610
    
    
    $
    732,407
   4




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BLUELINX HOLDINGS INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 (unaudited)
 Period from
    
    
    Period fromJanuary 4, 2009
    
    
    December 30, 2007to
    
    
    toApril 4, 2009
    
    
    March 29, 2008Cash flows from operating activities:Net loss
    
    $
    (60,653
    )
    
    $
    (10,591
    )Adjustments to reconcile net loss to cash used in operating activities:Depreciation and amortization
    
    
    5,030
    
    
    
    4,968Amortization of debt issue costs
    
    
    614
    
    
    
    608Charges associated with ineffective interest rate swap
    
    
    4,832
    
    
    
    Write-off of debt issue costs
    
    
    1,407
    
    
    
    Non-cash vacant property charges
    
    
    
    
    
    
    208Deferred income tax provision (benefit)
    
    
    27,230
    
    
    
    (2,887
    )Share-based compensation expense (income)
    
    
    537
    
    
    
    (114
    )Excess tax deficiencies from share-based compensation arrangements
    
    
    
    
    
    
    218Changes in assets and liabilities:Receivables
    
    
    (26,137
    )
    
    
    (17,772
    )Inventories
    
    
    11,385
    
    
    
    (15,325
    )Accounts payable
    
    
    21,908
    
    
    
    9,201Changes in other working capital
    
    
    (4,608
    )
    
    
    16,388Other
    
    
    (2,806
    )
    
    
    (5,991
    )Net cash used in operating activities
    
    
    (21,261
    )
    
    
    (21,089
    )Cash flows from investing activities:Property, plant and equipment investments
    
    
    (166
    )
    
    
    (957
    )Proceeds from disposition of assets
    
    
    421
    
    
    
    607Net cash provided by (used in) investing activities
    
    
    255
    
    
    
    (350
    )Cash flows from financing activities:Repurchase of common stock
    
    
    (792
    )
    
    
    Proceeds from stock options exercised
    
    
    
    
    
    
    434Excess tax deficiencies from share-based compensation arrangements
    
    
    
    
    
    
    (218
    )Net (decrease) increase in revolving credit facility
    
    
    (60,000
    )
    
    
    25,807Decrease in bank overdrafts
    
    
    (8,531
    )
    
    
    (3,393
    )Other
    
    
    6
    
    
    
    6Net cash (used in) provided by financing activities
    
    
    (69,317
    )
    
    
    22,636(Decrease) increase in cash
    
    
    (90,323
    )
    
    
    1,197Balance, beginning of period
    
    
    150,353
    
    
    
    15,759Balance, end of period
    
    $
    60,030
    
    
    $
    16,956
   5




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##### Table of Contents



BLUELINX HOLDINGS INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 APRIL 4, 2009
 1. Basis of Presentation and Background
 Basis of Presentation
    2. Summary of Significant Accounting Policies
 Cash
and Cash Equivalents
  Restricted
Cash
  Allowance for Doubtful Accounts and Related Reserves
  Inventory Valuation
    6




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Earnings per Common Share
   Common Stock Dividends
  Stock-Based Compensation
       7




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Period from December 30, 2007 to March 29, 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).  Income Taxes
   8




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3. Restructuring Charges
    Exit
    
    
    SeveranceCosts
    
    
    Costs
    
    
    TotalBalance at January 3, 2009
    
    $
    14,133
    
    
    $
    512
    
    
    $
    14,645Charges
    
    
    
    
    
    
    1,079
    
    
    
    1,079Payments
    
    
    (821
    )
    
    
    (837
    )
    
    
    (1,658
    )Accretion of liability
    
    
    257
    
    
    
    
    
    
    
    257Balance at April 4, 2009
    
    $
    13,569
    
    
    $
    754
    
    
    $
    14,323
 4. Comprehensive Loss
  Period from
    
    
    Period fromJanuary 4, 2009
    
    
    December 30, 2007to
    
    
    toApril 4, 2009
    
    
    March 29, 2008Net loss
    
    $
    (60,653
    )
    
    $
    (10,591
    )Other comprehensive loss:Foreign currency translation, net of taxes
    
    
    (141
    )
    
    
    (548
    )Unrealized gain (loss) from cash flow hedge, net of taxes
    
    
    3,231
    
    
    
    (2,831
    )Comprehensive loss
    
    $
    (57,563
    )
    
    $
    (13,970
    )
  9




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5. Employee Benefits
 Defined Benefit Pension Plans
   Period from 
January 4, 2009
    
    
    Period from December 30, 2007to 
April 4, 2009
    
    
    to 
 March 29, 2008(In thousands)Service 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
    )Amortization of unrecognized prior service cost
    
    
    
    
    
    
    1Net periodic pension cost
    
    $
    625
    
    
    $
    79
 6. Revolving Credit Facility
   7. Derivatives
   10




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Balance at January 3, 2009
    
    $
    8,038Increase in
fair value included in accumulated other comprehensive loss
    
    
    937Charges associated with ineffective interest rate swap
    
    
    (4,168
    )Balance at April 4, 2009
    
    $
    4,807
 8. Mortgage
    11




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2011
    
    $
    1,7122012
    
    
    3,5932013
    
    
    3,8852014
    
    
    4,1422015
    
    
    4,417Thereafter
    
    $
    271,121
 9. 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.
    12




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Fair value at January 3, 2009
    
    $
    (13,229
    )Unrealized gains included in earnings
    
    
    2,100Accumulated other comprehensive loss
    
    
    (1,533
    )Fair value at April 4, 2009
    
    $
    (12,662
    )
   10. Related Party Transactions
  11. Commitments and Contingencies
 Environmental and Legal Matters
  Collective Bargaining Agreements
  12. Subsequent Events
   13




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13. Recently Issued Accounting Pronouncements
        14




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14. Unaudited Supplemental Condensed Consolidating Financial Statements
 ,
  BlueLinx
    
    
    BlueLinxHoldings
    
    
    Corporation 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
    
    
    
    
    
    
    
    8,117Charges associated with ineffective interest rate swap
    
    
    
    
    
    
    4,832
    
    
    
    
    
    
    
    
    
    
    
    4,832Write-off of debt issue 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
    )
  15




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BlueLinx
    
    
    BlueLinxHoldings
    
    
    Corporation and
    
    
    LLCInc.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    716,760
    
    
    $
    7,617
    
    
    $
    (7,617
    )
    
    $
    716,760Cost of sales
    
    
    
    
    
    
    638,957
    
    
    
    
    
    
    
    
    
    
    
    638,957Gross profit
    
    
    
    
    
    
    77,803
    
    
    
    7,617
    
    
    
    (7,617
    )
    
    
    77,803Operating expenses:Selling, general and administrative
    
    
    314
    
    
    
    87,818
    
    
    
    120
    
    
    
    (7,617
    )
    
    
    80,635Depreciation and amortization
    
    
    
    
    
    
    3,898
    
    
    
    1,070
    
    
    
    
    
    
    
    4,968Total operating expenses
    
    
    314
    
    
    
    91,716
    
    
    
    1,190
    
    
    
    (7,617
    )
    
    
    85,603Operating (loss) income
    
    
    (314
    )
    
    
    (13,913
    )
    
    
    6,427
    
    
    
    
    
    
    
    (7,800
    )Non-operating expenses:Interest expense
    
    
    
    
    
    
    4,462
    
    
    
    4,892
    
    
    
    
    
    
    
    9,354Other income, net
    
    
    
    
    
    
    143
    
    
    
    (13
    )
    
    
    
    
    
    
    130(Loss) income before (benefit from)
provision for income taxes
    
    
    (314
    )
    
    
    (18,518
    )
    
    
    1,548
    
    
    
    
    
    
    
    (17,284
    )(Benefit from) provision for income taxes
    
    
    (122
    )
    
    
    (7,174
    )
    
    
    603
    
    
    
    
    
    
    
    (6,693
    )Equity in loss of subsidiaries
    
    
    (10,399
    )
    
    
    
    
    
    
    
    
    
    
    10,399
    
    
    
    Net (loss) income
    
    $
    (10,591
    )
    
    $
    (11,344
    )
    
    $
    945
    
    
    $
    10,399
    
    
    $
    (10,591
    )
  BlueLinx
    
    
    BlueLinxHoldings
    
    
    Corporation and
    
    
    LLCInc.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedAssets:Current assets:Cash and
cash equivalents
    
    $
    99
    
    
    $
    59,754
    
    
    $
    177
    
    
    $
    
    
    
    $
    60,030Receivables
    
    
    
    
    
    
    156,790
    
    
    
    
    
    
    
    
    
    
    
    156,790Inventories
    
    
    
    
    
    
    178,097
    
    
    
    
    
    
    
    
    
    
    
    178,097Deferred income tax assets
    
    
    602
    
    
    
    275
    
    
    
    
    
    
    
    (299
    )
    
    
    578Other current assets
    
    
    539
    
    
    
    31,668
    
    
    
    3,302
    
    
    
    
    
    
    
    35,509Intercompany receivable
    
    
    63,840
    
    
    
    7,920
    
    
    
    
    
    
    
    (71,760
    )
    
    
    Total current assets
    
    
    65,080
    
    
    
    434,504
    
    
    
    3,479
    
    
    
    (72,059
    )
    
    
    431,004Property and equipment:Land and land improvements
    
    
    
    
    
    
    3,103
    
    
    
    50,335
    
    
    
    
    
    
    
    53,438Buildings
    
    
    
    
    
    
    7,741
    
    
    
    88,651
    
    
    
    
    
    
    
    96,392Machinery and equipment
    
    
    
    
    
    
    70,264
    
    
    
    
    
    
    
    
    
    
    
    70,264Construction in progress
    
    
    
    
    
    
    1,660
    
    
    
    
    
    
    
    
    
    
    
    1,660Property and equipment, at cost
    
    
    
    
    
    
    82,768
    
    
    
    138,986
    
    
    
    
    
    
    
    221,754Accumulated depreciation
    
    
    
    
    
    
    (53,298
    )
    
    
    (20,207
    )
    
    
    
    
    
    
    (73,505
    )Property and equipment, net
    
    
    
    
    
    
    29,470
    
    
    
    118,779
    
    
    
    
    
    
    
    148,249Investment in subsidiaries
    
    
    (11,617
    )
    
    
    
    
    
    
    
    
    
    
    11,617
    
    
    
    Other non-current assets
    
    
    
    
    
    
    19,354
    
    
    
    23,003
    
    
    
    
    
    
    
    42,357Total assets
    
    $
    53,463
    
    
    $
    483,328
    
    
    $
    145,261
    
    
    $
    (60,442
    )
    
    $
    621,610Liabilities:Current liabilities:Accounts payable
    
    $
    138
    
    
    $
    100,137
    
    
    $
    
    
    
    $
    
    
    
    
    100,275Bank overdrafts
    
    
    
    
    
    
    16,184
    
    
    
    
    
    
    
    
    
    
    
    16,184Accrued compensation
    
    
    6
    
    
    
    4,025
    
    
    
    
    
    
    
    
    
    
    
    4,031Deferred income tax liabilities
    
    
    299
    
    
    
    
    
    
    
    
    
    
    
    (299
    )
    
    
    Current maturities of long-term debt
    
    
    
    
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    15,000Other current liabilities
    
    
    
    
    
    
    22,123
    
    
    
    3,494
    
    
    
    
    
    
    
    25,617Intercompany payable
    
    
    7,920
    
    
    
    62,899
    
    
    
    941
    
    
    
    (71,760
    )
    
    
    Total current liabilities
    
    
    8,363
    
    
    
    220,368
    
    
    
    4,435
    
    
    
    (72,059
    )
    
    
    161,107Non-current liabilities:Long-term debt
    
    
    
    
    
    
    81,000
    
    
    
    288,870
    
    
    
    
    
    
    
    369,870Non-current deferred income tax liabilities
    
    
    
    
    
    
    149
    
    
    
    429
    
    
    
    
    
    
    
    578Other non-current liabilities
    
    
    
    
    
    
    38,655
    
    
    
    6,300
    
    
    
    
    
    
    
    44,955Total liabilities
    
    
    8,363
    
    
    
    340,172
    
    
    
    300,034
    
    
    
    (72,059
    )
    
    
    576,510Shareholders Equity/Parents Investment
    
    
    45,100
    
    
    
    143,156
    
    
    
    (154,773
    )
    
    
    11,617
    
    
    
    45,100Total liabilities and equity
    
    $
    53,463
    
    
    $
    483,328
    
    
    $
    145,261
    
    
    $
    (60,442
    )
    
    $
    621,610
  16




---



##### Table of Contents



BlueLinx
    
    
    BlueLinxHoldings
    
    
    Corporation and
    
    
    LLCInc.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedAssets:Current assets:Cash and
cash equivalents
    
    $
    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
    
    
    $
    (112,320
    )
    
    $
    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
  17




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##### Table of Contents



BlueLinx
    
    
    BlueLinxHoldings
    
    
    Corporation 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 issue costs
    
    
    
    
    
    
    451
    
    
    
    163
    
    
    
    
    
    
    
    614Charges 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
    
    
    
    
    
    
    
    
    
    
    
    537Equity 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
    )
    
    
    (3,641
    )
    
    
    (118
    )
    
    
    
    
    
    
    (4,608
    )Intercompany receivable
    
    
    (23,694
    )
    
    
    (1,879
    )
    
    
    
    
    
    
    25,573
    
    
    
    Intercompany payable
    
    
    1,879
    
    
    
    23,975
    
    
    
    (281
    )
    
    
    (25,573
    )
    
    
    Other
    
    
    
    
    
    
    72
    
    
    
    (2,878
    )
    
    
    
    
    
    
    (2,806
    )Net cash (used in) provided by operating activities
    
    
    (22,884
    )
    
    
    2,767
    
    
    
    (1,144
    )
    
    
    
    
    
    
    (21,261
    )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
    )Other
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6Net cash (used in) provided by financing activities
    
    
    (786
    )
    
    
    (93,527
    )
    
    
    1,259
    
    
    
    23,737
    
    
    
    (69,317
    )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
  18




---



##### Table of Contents



BlueLinx
    
    
    BlueLinxHoldings
    
    
    Corporation and
    
    
    LLCInc.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedCash flows from operating activities:Net income (loss)
    
    $
    (10,591
    )
    
    $
    (11,344
    )
    
    $
    945
    
    
    $
    10,399
    
    
    $
    (10,591
    )Adjustments to reconcile net income (loss) to cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    
    
    
    
    3,898
    
    
    
    1,070
    
    
    
    
    
    
    
    4,968Amortization of debt issue costs
    
    
    
    
    
    
    452
    
    
    
    156
    
    
    
    
    
    
    
    608Non-cash vacant property charges
    
    
    
    
    
    
    208
    
    
    
    
    
    
    
    
    
    
    
    208Deferred income benefit
    
    
    (25
    )
    
    
    (2,651
    )
    
    
    (211
    )
    
    
    
    
    
    
    (2,887
    )Share-based compensation credit
    
    
    
    
    
    
    (114
    )
    
    
    
    
    
    
    
    
    
    
    (114
    )Excess tax deficiencies from share-based compensation arrangements
    
    
    
    
    
    
    218
    
    
    
    
    
    
    
    
    
    
    
    218Equity in earnings of subsidiaries
    
    
    10,399
    
    
    
    
    
    
    
    
    
    
    
    (10,399
    )
    
    
    Changes in assets and liabilities:Receivables
    
    
    
    
    
    
    (17,772
    )
    
    
    
    
    
    
    
    
    
    
    (17,772
    )Inventories
    
    
    
    
    
    
    (15,325
    )
    
    
    
    
    
    
    
    
    
    
    (15,325
    )Accounts payable
    
    
    2
    
    
    
    9,199
    
    
    
    
    
    
    
    
    
    
    
    9,201Changes in other working capital
    
    
    134
    
    
    
    15,744
    
    
    
    571
    
    
    
    (61
    )
    
    
    16,388Intercompany receivable
    
    
    (1,486
    )
    
    
    611
    
    
    
    
    
    
    
    875
    
    
    
    Intercompany payable
    
    
    (611
    )
    
    
    1,774
    
    
    
    (349
    )
    
    
    (814
    )
    
    
    Other
    
    
    
    
    
    
    (5,991
    )
    
    
    
    
    
    
    
    
    
    
    (5,991
    )Net cash provided by (used in) operating activities
    
    
    (2,178
    )
    
    
    (21,093
    )
    
    
    2,182
    
    
    
    
    
    
    
    (21,089
    )Cash flows from investing activities:Investment in subsidiaries
    
    
    1,957
    
    
    
    
    
    
    
    
    
    
    
    (1,957
    )
    
    
    Property, plant and equipment investments
    
    
    
    
    
    
    (957
    )
    
    
    
    
    
    
    
    
    
    
    (957
    )Proceeds from disposition of assets
    
    
    
    
    
    
    607
    
    
    
    
    
    
    
    
    
    
    
    607Net cash provided by (used in) investing activities
    
    
    1,957
    
    
    
    (350
    )
    
    
    
    
    
    
    (1,957
    )
    
    
    (350
    )Cash flows from financing activities:Net transactions with Parent
    
    
    
    
    
    
    220
    
    
    
    (2,177
    )
    
    
    1,957
    
    
    
    Proceeds from stock options exercised
    
    
    434
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    434Excess tax deficiencies from share-based compensation arrangements
    
    
    (218
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (218
    )Net increase in revolving credit facility
    
    
    
    
    
    
    25,807
    
    
    
    
    
    
    
    
    
    
    
    25,807Decrease in bank overdrafts
    
    
    
    
    
    
    (3,393
    )
    
    
    
    
    
    
    
    
    
    
    (3,393
    )Other
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6Net cash provided by (used in) financing activities
    
    
    222
    
    
    
    22,634
    
    
    
    (2,177
    )
    
    
    1,957
    
    
    
    22,636Increase in cash
    
    
    1
    
    
    
    1,191
    
    
    
    5
    
    
    
    
    
    
    
    1,197Balance, beginning of period
    
    
    3
    
    
    
    15,699
    
    
    
    57
    
    
    
    
    
    
    
    15,759Balance, end of period
    
    $
    4
    
    
    $
    16,890
    
    
    $
    62
    
    
    $
    
    
    
    $
    16,956
  19




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##### 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.
   20




---



##### Table of Contents



Overview
 Background
  Industry Conditions
  Supply Agreement with Georgia-Pacific
    21




---



##### Table of Contents



Selected Factors Affecting Our Operating Results
   Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    FiscalQ1 2009
    
    
    Q1 2008
    
    
    2008
    
    
    2007(Dollars in millions)(Unaudited)Sales by CategoryStructural Products
    
    $
    182
    
    
    $
    373
    
    
    $
    1,422
    
    
    $
    2,098Specialty Products
    
    
    234
    
    
    
    354
    
    
    
    1,412
    
    
    
    1,802Other(1)
    
    
    (9
    )
    
    
    (10
    )
    
    
    (54
    )
    
    
    (66
    )Total Sales
    
    $
    407
    
    
    $
    717
    
    
    $
    2,780
    
    
    $
    3,834Sales VariancesUnit Volume $ Change
    
    $
    (302
    )
    
    $
    (246
    )
    
    $
    (1,161
    )
    
    $
    (896
    )Price/Other(1)
    
    
    (8
    )
    
    
    6
    
    
    
    107
    
    
    
    (169
    )Total $ Change
    
    $
    (310
    )
    
    $
    (240
    )
    
    $
    (1,054
    )
    
    $
    (1,065
    )Unit Volume % Change
    
    
    (41.6
    )%
    
    
    (25.2
    )%
    
    
    (29.7
    )%
    
    
    (18.0
    )%Price/Other(1)
    
    
    (1.6
    )%
    
    
    0.1
    %
    
    
    2.2
    %
    
    
    (3.7
    )%Total % Change
    
    
    (43.2
    )%
    
    
    (25.1
    )%
    
    
    (27.5
    )%
    
    
    (21.7
    )%
 
 (1)
    
    Other includes unallocated allowances and discounts.  Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    FiscalQ1 2009
    
    
    Q1 2008
    
    
    2008
    
    
    2007(Dollars in millions)(Unaudited)Gross Margin $s by CategoryStructural Products
    
    $
    17
    
    
    $
    32
    
    
    $
    134
    
    
    $
    173Specialty Products
    
    
    31
    
    
    
    50
    
    
    
    200
    
    
    
    238Other(1)
    
    
    (4
    )
    
    
    (4
    )
    
    
    (19
    )
    
    
    (19
    )Total Gross Margin $s
    
    $
    44
    
    
    $
    78
    
    
    $
    315
    
    
    $
    392Gross Margin %s by CategoryStructural Products
    
    
    9.3
    %
    
    
    8.6
    %
    
    
    9.4
    %
    
    
    8.2
    %Specialty Products
    
    
    13.2
    %
    
    
    14.2
    %
    
    
    14.2
    %
    
    
    13.2
    %Total Gross Margin %s
    
    
    10.9
    %
    
    
    10.9
    %
    
    
    11.3
    %
    
    
    10.2
    %Unit Volume Change by ProductStructural Products
    
    
    (46.4
    )%
    
    
    (27.8
    )%
    
    
    (34.6
    )%
    
    
    (19.2
    )%Specialty Products
    
    
    (36.7
    )%
    
    
    (22.3
    )%
    
    
    (24.0
    )%
    
    
    (16.4
    )%Total Unit Volume Change %s
    
    
    (41.6
    )%
    
    
    (25.2
    )%
    
    
    (29.7
    )%
    
    
    (18.0
    )%
 
 (1)
    
    Other includes unallocated allowances and discounts.  22




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##### Table of Contents



Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    FiscalQ1 2009
    
    
    Q1 2008
    
    
    2008
    
    
    2007(Dollars in millions)(Unaudited)Sales by ChannelWarehouse/Reload
    
    $
    295
    
    
    $
    512
    
    
    $
    2,044
    
    
    $
    2,763Direct
    
    
    121
    
    
    
    215
    
    
    
    790
    
    
    
    1,137Other(1)
    
    
    (9
    )
    
    
    (10
    )
    
    
    (54
    )
    
    
    (66
    )Total
    
    $
    407
    
    
    $
    717
    
    
    $
    2,780
    
    
    $
    3,834Gross Margin by ChannelWarehouse/Reload
    
    $
    40
    
    
    $
    69
    
    
    $
    284
    
    
    $
    344Direct
    
    
    8
    
    
    
    13
    
    
    
    50
    
    
    
    67Other(1)
    
    
    (4
    )
    
    
    (4
    )
    
    
    (19
    )
    
    
    (19
    )Total
    
    $
    44
    
    
    $
    78
    
    
    $
    315
    
    
    $
    392Gross Margin % by ChannelWarehouse/Reload
    
    
    13.6
    %
    
    
    13.5
    %
    
    
    13.9
    %
    
    
    12.5
    %Direct
    
    
    6.6
    %
    
    
    6.0
    %
    
    
    6.3
    %
    
    
    5.9
    %Total
    
    
    10.9
    %
    
    
    10.9
    %
    
    
    11.3
    %
    
    
    10.2
    %
 
 (1)
    
    Other includes unallocated allowances and discounts. Fiscal Year
  Results of Operations
 First Quarter of Fiscal 2009 Compared to First Quarter of Fiscal 2008
  Period from
    
    
    
    
    
    
    Period fromJanuary 4, 2009
    
    
    % of
    
    
    December 30, 2007
    
    
    % ofto
    
    
    Net
    
    
    to
    
    
    NetApril 4, 2009
    
    
    Sales
    
    
    March 29, 2008
    
    
    Sales(Unaudited)
    
    
    
    
    
    
    (Unaudited)(Dollars in thousands)Net sales
    
    $
    407,111
    
    
    
    100.0
    %
    
    $
    716,760
    
    
    
    100.0
    %Gross profit
    
    
    44,276
    
    
    
    10.9
    %
    
    
    77,803
    
    
    
    10.9
    %Selling, general & administrative
    
    
    57,665
    
    
    
    14.2
    %
    
    
    80,635
    
    
    
    11.2
    %Depreciation and amortization
    
    
    5,030
    
    
    
    1.2
    %
    
    
    4,968
    
    
    
    0.7
    %Operating loss
    
    
    (18,419
    )
    
    
    (4.5
    )%
    
    
    (7,800
    )
    
    
    (1.1
    )%Interest expense, net
    
    
    8,117
    
    
    
    2.0
    %
    
    
    9,354
    
    
    
    1.3
    %Charges associated with ineffective interest rate swap
    
    
    4,832
    
    
    
    1.2
    %
    
    
    
    
    
    
    0.0
    %Write-off of debt issue costs
    
    
    1,407
    
    
    
    0.3
    %
    
    
    
    
    
    
    0.0
    %Other (income) expense, net
    
    
    (157
    )
    
    
    0.0
    %
    
    
    130
    
    
    
    0.0
    %Loss before provision for (benefit from) income taxes
    
    
    (32,618
    )
    
    
    (8.0
    )%
    
    
    (17,284
    )
    
    
    (2.4
    )%Provision for (benefit from) income taxes
    
    
    28,035
    
    
    
    6.9
    %
    
    
    (6,693
    )
    
    
    (0.9
    )%Net loss
    
    $
    (60,653
    )
    
    
    (14.9
    )%
    
    $
    (10,591
    )
    
    
    (1.5
    )%
  23




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##### Table of Contents



Net Sales.
 Gross Profit.
 Selling, General, and Administrative Expenses.
 Depreciation and Amortization.
 Operating Loss.
 Interest Expense, net.
 Charges associated with ineffective interest rate swap
 Write-off debt issue costs
  24




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##### Table of Contents



Provision for (Benefit from) Income Taxes.
 Net Loss.
  Seasonality
  Liquidity and Capital Resources
     April 4, 2009
    
    
    January 3, 2009(Dollars in thousands)(Unaudited)Working capital
    
    $
    269,897
    
    
    $
    320,527
  25




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##### Table of Contents



Period from
    
    
    Period fromJanuary 4, 2009
    
    
    December 30, 2007to
    
    
    toApril 4, 2009
    
    

March 29, 2008(Dollars in thousands)(Unaudited)Cash flows used in operating activities
    
    $
    (21,261
    )
    
    $
    (21,089
    )Cash flows provided by (used in) investing activities
    
    
    255
    
    
    
    (350
    )Cash flows (used in) provided by financing activities
    
    $
    (69,317
    )
    
    $
    22,636
 Working Capital
  Operating Activities
   Investing Activities
    Financing Activities
  Debt and Credit Sources
   26




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##### Table of Contents



Balance at January 3, 2009
    
    $
    8,038Increase in
fair value included in accumulated other comprehensive loss
    
    
    937Charges associated with ineffective interest rate swap
    
    
    (4,168
    )Balance at April 4, 2009
    
    $
    4,807
   27




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##### Table of Contents



Contractual Obligations
  Critical Accounting Policies
   Revenue Recognition
   
    
    We are the primary obligor responsible for fulfillment;
    
    We hold title to all reload inventory and are responsible for all product returns;
    
    We control the selling price for all channels;
    
    We select the supplier; and
    
    We bear all credit risk.
   Allowance for Doubtful Accounts and Related Reserves
   28




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##### Table of Contents



Inventory Valuation
   Stock-Based Compensation
   Consideration Received from Vendors and Paid to Customers
    29




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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
  Income Taxes
   30




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##### Table of Contents



Restructuring Charges
  Self-Insurance
  Recently Issued Accounting Pronouncements
    31




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    32




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##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
   
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
   
  33




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##### Table of Contents



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 4
 February 3
    
    
    92,000
    
    
    $
    2.50
    
    
    
    92,000
    
    
    $
    9,770,000February 4  March 3
    
    
    138,262
    
    
    $
    2.17
    
    
    
    230,262
    
    
    $
    9,469,971March 4  April 4
    
    
    132,756
    
    
    $
    1.97
    
    
    
    363,018
    
    
    $
    9,208,442Total
    
    
    363,018
    
    
    $
    2.18
    
    
    
    363,018
    
    
    $
    9,208,442
  34




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##### Table of Contents



ITEM 6. EXHIBITS
 ExhibitNumber
    
    Description10.1
    
    
    Settlement Agreement and General Release between Duane Goodwin and BlueLinx Corporation dated March 27, 200931.1
    
    
    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.
  35




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##### Table of Contents



SIGNATURES
  BlueLinx Holdings Inc. (Registrant)Date: May 12, 2009
    /s/ H. Douglas GoforthH. Douglas GoforthChief Financial Officer and Treasurer
(Principal Accounting and Financial Officer)  36




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description10.1
    
    
    Settlement Agreement and General Release between Duane Goodwin and BlueLinx Corporation dated March 27, 2009.31.1
    
    
    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.
  37