8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2010

BLUELINX HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32383	77-0627356
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4300 Wildwood Parkway, Atlanta, Georgia	30339
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (770) 953-7000

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On May 6, 2010, BlueLinx Holdings Inc. (“BlueLinx” or “the Company”) issued a press release announcing its financial results for the first fiscal quarter ended April 3, 2010. A copy of BlueLinx’ press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On May 6, 2010, as previously announced, BlueLinx held a teleconference and audio webcast to discuss its financial results from the first fiscal quarter ended April 3, 2010. The webcast will be archived and can be accessed via BlueLinx’ website at www.BlueLinxCo.com. Additionally, BlueLinx has posted slides at its website, under the investor relations page, which were referenced during the audio webcast. These slides are furnished as Exhibit 99.2 hereto. All information on the slides and in the webcast is presented as of May 6, 2010, and BlueLinx does not assume any obligation to update such information in the future.

To supplement GAAP financial information, we may use adjusted measures of operating results which are non-GAAP measures. This non-GAAP adjusted financial information is provided as additional information for investors. These adjusted results exclude certain costs, expenses, gains and losses, and we believe their exclusion can enhance an overall understanding of our past financial performance and also our prospects for the future. These adjustments to our GAAP results are made with the intent of providing both management and investors a more complete understanding of our operating performance by excluding non-recurring, infrequent or other non-cash charges that are not believed to be material to the ongoing performance of our business. The presentation of this additional information is not meant to be considered in isolation or as a substitute for GAAP measures of net earnings, diluted earnings per share or net cash provided by (used in) operating activities prepared in accordance with generally accepted accounting principles in the United States..

The information included in this Item 2.02, as well as Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press release, dated May 6, 2010, reporting financial results for the first fiscal quarter ended April 3, 2010
99.2	Webcast conference call slides used during webcast conference call on May 6, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BLUELINX HOLDINGS INC.
By:	/s/ H. Douglas Goforth
	H. Douglas Goforth
	Chief Financial Officer & Treasurer

Dated: May 6, 2010

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated May 6, 2010, reporting financial results for the first fiscal quarter ended April 3, 2010
99.2	Webcast conference call slides used during webcast conference call on May 6, 2010

EX-99.1

Exhibit 99.1

4300 Wildwood Parkway
Atlanta, GA 30339
1-888-502-BLUE
www.BlueLinxCo.com

BlueLinx Contacts:

Doug Goforth, CFO & Treasurer	Investor Relations:
BlueLinx Holdings Inc.	Maryon Davis, Director Finance & IR
(770) 953-7505	(770) 221-2666

FOR IMMEDIATE RELEASE

BLUELINX ANNOUNCES FIRST-QUARTER RESULTS
—Higher Gross Margins on 6% Revenue Growth—

ATLANTA — May 6, 2010 — BlueLinx Holdings Inc. (NYSE:BXC), a leading distributor of building products in North America, today reported financial results for the first quarter ended April 3, 2010.

The Company incurred a net loss of $14.7 million, or $0.48 per diluted share for the first quarter of 2010, compared with a net loss of $60.7 million, or $1.95 per diluted share, for the first quarter of 2009. Revenues increased 6% to $431.1 million from $407.1 million for the same period a year ago. Overall unit volume rose 1.4% compared to the year-ago period.

Gross profit for the first quarter totaled $52.3 million, up 18% from $44.3 million in the prior-year period. Gross margins increased to 12.1% from the 10.9% generated in the year earlier period. The improvement in margins was due to the Company’s continued focus on margin improvement, wood-based product pricing and an increase in sales through the warehouse channel. Total operating expenses decreased $2.4 million, or 3.9% from the same period a year ago, as the Company continued to aggressively manage its cost structure. Reported operating loss for the quarter was $8.0 million, compared with an operating loss of $18.4 million a year ago.

“While we achieved our first year over year quarterly increase in revenue in four years, our results were hindered by unusually severe weather conditions throughout the country” said BlueLinx President and CEO George Judd. “However, since the later part of the first quarter, we have seen an increase in demand for our products as the housing market appears to have begun its recovery.”

The Company’s operating results for the first quarter of 2010, adjusted for significant special items, are shown in the following table (see accompanying financial schedules for full financial details and reconciliations of non-GAAP financial measures to their GAAP equivalents):

BlueLinx 1Q ’10 Press Release
Page 2 of 8

in millions, except per share amounts	Quarter Ended
(unaudited)	April 3, 2010
Pretax loss		($14.7	)
Changes associated with the ineffective interest rate swap		(0.8	)
Adjusted pretax loss		(15.5	)
Adjusted benefit from income taxes		(5.9	)
Adjusted net loss		($9.6	)
Diluted weighted average shares		30.6
Adjusted diluted net loss per share applicable to common shares		($0.31	)

The above table reflects the effect of a reduction to the fair value of the Company’s ineffective interest rate swap offset by the continued amortization of the other comprehensive loss related to the ineffective interest rate swap into interest expense. The adjusted benefit from income taxes reflected in the table is based on the Company’s effective tax rate for the current quarter, excluding the valuation allowance related to its deferred tax assets of $5.7 million, which assumes the Company is in a position to demonstrate that the deferred tax assets were realizable.

Conference Call

BlueLinx will host a conference call today at 10:00 a.m. Eastern Time, accompanied by a supporting slide presentation. Investors can listen to the conference call and view the accompanying slide presentation by going to the BlueLinx web site, www.BlueLinxCo.com, and selecting the conference link on the Investor Relations page. Investors will be able to access an archived recording of the conference call for one week by calling 706-645-9291, Conference ID# 71272977. The recording will be available two hours after the conference call has concluded. Investors also can access a recording of this call on the BlueLinx web site, where a replay of the webcast will be available for 90 days.

Use of Non-GAAP Measures

BlueLinx reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). The Company also believes that presentation of certain non-GAAP measures, i.e., results excluding certain charges or other nonrecurring events, when appropriate, provides useful information for the understanding of its ongoing operations and enables investors to focus on period-over-period operating performance, without the impact of significant special items, and thereby enhances the user’s overall understanding of the Company’s current financial performance relative to past performance and provides a better baseline for modeling future earnings expectations. Any non-GAAP measures used herein are reconciled in the financial tables accompanying this news release. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results.

About BlueLinx Holdings Inc.

Headquartered in Atlanta, Georgia, BlueLinx Holdings Inc., operating through its wholly owned subsidiary BlueLinx Corporation, is a leading distributor of building products in North America. Employing approximately 2,000 people, BlueLinx offers greater than 10,000 products from over 750 suppliers to service approximately 11,500 customers nationwide, including dealers, industrial manufacturers, manufactured housing producers and home improvement retailers. The Company operates its distribution business from sales centers in Atlanta and Denver, and its network of more than 70 warehouses. BlueLinx is traded on the New York Stock Exchange under the symbol BXC. Additional information about BlueLinx can be found on its Web site at www.BlueLinxCo.com.

BlueLinx 1Q ’10 Press Release
Page 3 of 8

Forward-looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to our outlook on the housing industry. All of these forward-looking statements are based on estimates and assumptions made by our management that, although believed by BlueLinx to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of our control, that may cause our business, strategy or actual results to differ materially from the forward-looking statements. These risks and uncertainties may include, among other things: changes in the supply and/or demand for products that we distribute, especially as a result of conditions in the residential housing market; general economic and business conditions in the United States; the activities of competitors; changes in significant operating expenses; changes in the availability of capital including the availability of residential mortgages; the 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; and other factors described in the “Risk Factors” section in the Company’s Annual Report on Form 10-K for the year ended January 2, 2010 and in its periodic reports filed with the Securities and Exchange Commission from time to time. Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. BlueLinx undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, changes in expectation or otherwise, except as required by law.

- Tables to Follow -

BlueLinx 1Q ’10 Press Release
Page 4 of 8

BlueLinx Holdings Inc.
Statements of Operations
in thousands, except per share data

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

BlueLinx 1Q ’10 Press Release
Page 5 of 8

BlueLinx Holdings Inc.
Balance Sheets
in thousands

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

BlueLinx 1Q ’10 Press Release
Page 6 of 8

BlueLinx Holdings Inc.
Statements of Cash Flows
in thousands

	Quarters Ended
	April 3,			April 4,
	2010			2009
	(unaudited)			(unaudited)
Cash flows from operating activities:
Net loss	$	(14,739	)	$	(60,653	)
Adjustments to reconcile net loss to cash used in operations:
Depreciation and amortization		3,744			5,030
Amortization of debt issuance costs		(73	)		614
Payment from terminating the Georgia-Pacific supply agreement		4,706			—
Changes associated with the ineffective interest rate swap		(805	)		4,832
Write-off of debt issuance costs		—			1,407
Deferred income tax (benefit) provision		(207	)		27,230
Share-based compensation expense		1,043			537
Decrease 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	)		11,385
Accounts payable		21,320			21,908
Changes 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			421
Net cash (used in) provided by investing activities		(260	)		255
Cash 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			6
Net cash provided by (used in) financing activities		30,775			(72,195	)
Decrease in cash		(16,078	)		(90,323	)
Balance, beginning of period		29,457			150,353
Balance, end of period	$	13,379		$	60,030

BlueLinx 1Q ’10 Press Release
Page 7 of 8

BlueLinx Holdings Inc.
Reconciliation of GAAP Loss to Adjusted Net Loss
in thousands

	Quarters Ended
	April 3,			April 4,
	2010			2009
	(unaudited)			(unaudited)
GAAP net loss	$	(14,739	)	$	(60,653	)
Changes associated with the ineffective interest rate swap		(805	)		4,832
Facility consolidations & severance related costs		—			1,079
Write-off of debt issuance costs		—			1,407
Tax effect of selected charges		311			(2,825	)
Valuation allowance		5,683			40,200
Adjusted net loss	$	(9,550	)	$	(15,960	)

BlueLinx 1Q ’10 Press Release
Page 8 of 8

BlueLinx Holdings Inc.
Adjusted Net Loss
in thousands, except per share data

	Quarters Ended
	April, 3			April 4,
	2010			2009
	(unaudited)			(unaudited)
Pretax loss	$	(14,723	)	$	(32,618	)
Changes associated with the ineffective interest rate swap		(805	)		4,832
Facility consolidations & severance related costs		—			1,079
Write-off of debt issuance costs		—			1,407
Adjusted pretax loss		(15,528	)		(25,300	)
Adjusted benefit from income taxes		(5,978	)		(9,340	)
Adjusted net loss	$	(9,550	)	$	(15,960	)
Diluted weighted average shares		30,587			31,083
Adjusted diluted net loss per share applicable to common shares	$	(0.31	)	$	(0.51	)

###

EX-99.2

Exhibit 99.2

BlueLinx Quarterly Review 1st Quarter 2010

BlueLinx Holdings Inc. Forward-Looking Statement Safe Harbor - This presentation includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All of these forward-looking statements are based on estimates and assumptions made by our management that, although believed by us to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of our control, that may cause our business, strategy or actual results to differ materially from the forward-looking statements. These risks and uncertainties may include, among other things: changes in the supply and/or demand for products which we distribute, especially as a result of conditions in the residential housing market; general economic and business conditions in the United States; the activities of competitors; changes in significant operating expenses; changes in the availability of capital; the 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; and other factors described in the "Risk Factors" section in our Annual Report on Form 10-K for the fiscal year ended January 2, 2010, and in our other periodic reports filed with the SEC. In addition, the statements in this presentation are made as of May 6, 2010. We undertake no obligation to update any of the forward-looking statements made herein, whether as a result of new information, future events, changes in expectation or otherwise. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to May 6, 2010. Use of Non-GAAP and Adjusted Financial Information - To supplement GAAP financial information, we use adjusted measures of operating results which are non-GAAP measures. This non-GAAP adjusted financial information is provided as additional information for investors. These adjusted results exclude certain costs, expenses, gains and losses, and we believe their exclusion can enhance an overall understanding of our past financial performance and also our prospects for the future. These adjustments to our GAAP results are made with the intent of providing both management and investors a more complete understanding of our operating performance by excluding non-recurring, infrequent or other non-cash charges that are not believed to be material to the ongoing performance of our business. The presentation of this additional information is not meant to be considered in isolation or as a substitute for GAAP measures of net earnings, diluted earnings per share or net cash provided by (used in) operating activities prepared in accordance with generally accepted accounting principles in the United States.

1st Quarter Highlights 1st Quarter Highlights Housing Starts Increased 17% from the same period last year Increased 17% from the same period last year Prices Average benchmark wood-based structural prices increased 49.6% from 1Q '09 to 1Q '10 Average benchmark wood-based structural prices increased 49.6% from 1Q '09 to 1Q '10 Unit Volume Total up 1.4% from same period last year Total up 1.4% from same period last year Revenue Up 5.9% to $431 million Up 5.9% to $431 million Gross Margin Total 12.1% vs. 10.9% in 1Q '09 Total 12.1% vs. 10.9% in 1Q '09 Net Loss $14.7 million vs. $60.7 million $14.7 million vs. $60.7 million EPS ($0.48) per diluted share ($0.48) per diluted share Cash Flow Used $46.6 million of operating cash flow vs. $18.4 million for the year ago quarter Used $46.6 million of operating cash flow vs. $18.4 million for the year ago quarter Excess Availability $186 million excess availability on revolving credit facility $186 million excess availability on revolving credit facility Quarterly Highlights

Doug Goforth Chief Financial Officer and Treasurer Introduction and Financial Review

Quarterly Revenue 4Q '05 1Q '06 2Q '06 3Q '06 4Q '06 1Q '07 2Q '07 3Q '07 4Q '07 1Q '08 2Q '08 3Q '08 4Q '08 1Q '09 2Q '09 3Q '09 4Q '09 1Q '10 Specialty 539.5 580 603.3 553.5 460 456.5 500.8 462.9 381.5 354 402.8 375.9 278.7 233.9 250 257.9 206.2 233.1 Structural 815.2 813.4 798.7 666.6 509.2 518.9 598.1 571.4 409.6 373 442.4 365.8 240.9 182.5 183 202.1 171 203.7 Other -25.4 -16.8 -23 -16.6 -28.9 -18.3 -16.9 -18.4 -12.2 -10.2 -10.5 -14.9 -18.1 -9.3 -9.5 -10.6 -11.1 -5.7 Specialty Unit Volume 2.2% YOY $23.9 or 5.9% Structural Unit Volume 0.3% Price/Other $23.9 1Q '10 Specialty 233.1 Structural 203.7 1Q '09 1Q '10 1Q '09 Specialty 233.9 Structural 182.5 Vs. Year Ago Revenue up 5.9% Specialty sales down 0.3%, unit volume up 2.2% Structural sales up 11.6%, unit volume up 0.3% Specialty product sales = 53% of total sales % by Product

2010 Q1 Results revenue 1Q '09 407.111 1Q '10 431.05 YOY $23.9 or 5.9% 1Q '09 1Q '10 GM % 0.109 0.121 YOY 120 bp Operating Expense 1Q '09 62.7 1Q '10 60.3 1Q '09 1Q '10 EBITDA -13.2 -4.468 YOY $2.4 or 3.9% YOY $8.8 or 66.2%

Cash Flows BXC used $46.6 million in operating cash flow for the quarter Unaudited Direct Method (in million's) (in million's) (in million's)

Debt Revolver ($500 million facility) Matures May 7, 2011 $186 million excess availability as of April 3, 2010 Dividend restrictions apply if excess availability is less than $70 million No financial performance covenants provided borrowing availability is greater than $40 million Capital Spending restrictions apply if excess availability is less than $40 million LIBOR plus 2.50% as of April 3, 2010; LIBOR interest rate swap on $150 million Mortgage (10 Year Term @ 6.35%) Matures July 2016; Interest-only through July 2011 Real estate under the mortgage appraised at approximately $370 million at June 2006 LCR Trap is triggered if operating TTM EBITDAR coverage ratio is less than 2.5x for two consecutive quarters Principal 2011 $1.2 million 2014 $3.5 million 2012 $3.1 million 2015 $3.8 million 2013 $3.3 million 2016 $270.8 million

Cash Cycle TTM Cash Cycle days at 49, flat sequentially and down 1 day compared to the prior year quarter 3Q '07 4Q '07 1Q '08 2Q '08 3Q '08 4Q '08 1Q '09 2Q '09 3Q '09 4Q '09 1Q '10 Inv 45.8 44.7 46.3 46.3 45.3 43.9 44 44.7 45.1 43.9 43.9 A/R 34.7 32.9 34.5 35.3 34.7 32.4 33 35.6 35.9 32.6 34.4 A/P & OD's -28.7 -27.3 -28.3 -28.8 -27.8 -26.4 -27 -28.4 -28.9 -28 -28.7 MSGraph.Chart.8 MSGraph.Chart.8 Cash cycle days equal accounts receivable days + inventory days - accounts payable days using a trailing twelve month average beginning and ending balance. The days calculations use calendar days.

George Judd Chief Executive Officer Business Review

1st Quarter focus Gross margins Cost discipline Structural wood products Customer care Long term strategic objectives: Profitably grow specialty revenues to 60+% of total sales Profitably manage structural Profitably outgrow the market over the long term Remarks

Appendix TOPIC PAGE Profit and Loss Statement by Quarter 13 Revenues by Quarter 14 Channel Mix Analysis 15 Unit Volume by Quarter 16 Gross Margin by Quarter 17 Gross Margin % Analysis 18 Operating Expense by Quarter 19 Structural Product Price Trends 20 Reconciliation of GAAP Debt to Non-GAAP Net Debt 21 Reconciliation of GAAP Net cash used in operating activities to Non-GAAP EBITDA 22

Profit & Loss Statement by Quarter Profit & Loss Statement by Quarter

Revenues by Quarter Revenues by Quarter

Revenue Channel Mix Analysis Revenue Channel Mix Analysis

Unit Volume by Quarter Unit Volume by Quarter

Gross Margin by Quarter Gross Margin by Quarter

Gross Margin % Analysis Gross Margin % Analysis

Operating Expense by Quarter Operating Expense by Quarter

Structural Products Price Trend Source: Data from Random Lengths Publications, Inc., updated as of April 30, 2010 Source: Data from Random Lengths Publications, Inc., updated as of April 30, 2010 Source: Data from Random Lengths Publications, Inc., updated as of April 30, 2010 Source: Data from Random Lengths Publications, Inc., updated as of April 30, 2010

Reconciliation of GAAP to Non-GAAP Reconciliation of GAAP to Non-GAAP

Reconciliation of GAAP to Non-GAAP Reconciliation of GAAP to Non-GAAP