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 9, 2005

BLUELINX HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32383	77-0627356
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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 (see General Instruction A.2. below):

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))

TABLE OF CONTENTS

	Item 2.02       Results of Operations and Financial Condition
	Item 9.01       Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.1 PRESS RELEASE
EX-99.2 WEBCAST CONFERENCE CALL

Item 2.02       Results of Operations and Financial Condition

On May 9, 2005, BlueLinx Holdings Inc. (“BlueLinx”) issued a press release announcing its financial results for the first fiscal quarter ended April 2, 2005. A copy of BlueLinx’ press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On May 9, 2005, as previously announced, BlueLinx held a teleconference and audio webcast to discuss its financial results from the first fiscal quarter of 2005. The webcast will be archived for three months and can be accessed via BlueLinx’s 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 9, 2005, and BlueLinx does not assume any obligation to update such information in the future.

To supplement GAAP financial statements in the press release and webcast slides, BlueLinx uses non-GAAP, or pro forma measures of operating results. This non-GAAP, or pro forma financial information is provided as additional information for investors and is not in accordance with or an alternative to GAAP. These adjusted results exclude certain costs, expenses, gains and losses, and we believe their exclusion can enhance an overall understanding of the Company’s past financial performance and also the Company’s 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 the operating performance of the Company as opposed to GAAP results, which may include non-recurring, infrequent or other non-cash charges that are not material to the ongoing performance of the Company’s business. Company management uses these non-GAAP and pro forma results as a basis for planning and forecasting core business activity in future periods. The presentation of this additional information is not meant to be considered in isolation or as a substitute for 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

(c)	Exhibits
99.1	Press release, dated May 9, 2005, reporting financial results for the first fiscal quarter ended April 2, 2005
99.2	Webcast conference call slides used during webcast conference call on May 9, 2005

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/ David J. Morris
		David J. Morris
Dated: May 9, 2005		Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Exhibit Name
99.1	Press release, dated May 9, 2005, reporting financial results for the first fiscal quarter ended April 2, 2005
99.2	Webcast conference call slides used during webcast conference call on May 9, 2005

EX-99.1

Exhibit 99.1

     ( BW)(GA-BLUELINX-HOLDINGS)(BXC) BlueLinx Announces First Quarter Results

     ATLANTA—(BUSINESS WIRE)—May 9, 2005—BlueLinx Holdings Inc. (NYSE: BXC), a leading distributor of building products in North America, today reported financial results for the first fiscal quarter ended April 2, 2005.

     Revenues for the first quarter were $1.35 billion, representing a 5.6% increase over the $1.28 billion reported for the first quarter ended April 3, 2004. This increase was driven by 3.4% growth in unit volume, primarily within structural products, and 2.2% growth in price, primarily in specialty products. Net income for the first quarter was $8.4 million, or $0.28 per diluted share, compared to $27.3 million, or $0.91 per diluted share, in the comparable period last year. For purposes of comparison, the prior year first quarter statement of operations is presented on a pro forma basis, as if BlueLinx had been a stand-alone, publicly-traded entity since December 29, 2002.

     Gross profit for the first quarter was $119.3 million compared to $155.9 million in the prior year period. Gross margin fell to 8.8% from 12.2% for the same period last year. In anticipation of falling structural product prices during the quarter, the company distributed a greater proportion of structural product through the direct channel than during the same period last year in order to reduce its inventory risk. This resulted in a decline in the company’s structural product gross margins. In addition, gross margins on certain specialty products such as metal and moulding were below last year’s levels. For the first quarter of fiscal 2004, gross margin was significantly above the company’s historical long-term average gross margin due to inventory profits associated with rapidly escalating structural product and metal prices.

     Selling, general & administrative expenses in the first quarter of fiscal 2005 declined $6.0 million to $91.4 million reflecting reduced variable expenses, including commission expenses, incentive compensation expenses, and materials handling and warehouse expenses associated with distributing more product through the direct channel. Operating income for the first quarter of fiscal 2005 was $23.6 million compared to $54.7 million in the first quarter of 2004.

     As Reported Results

     As reported sales for the quarter ended April 2, 2005 were $1.35 billion compared to $1.28 billion for the same period last year. Gross profit for the first quarter declined to $119.3 million from $154.1 million in the prior-year period primarily due to a decrease in gross margin for structural products, metal products and certain specialty products. Operating income was $23.6 million versus $55.0 million in the first quarter of 2004, reflecting lower gross profit partially offset by lower operating expenses. Net income for the first quarter of 2005 was $8.4 million compared to net income of $34.0 million for the first quarter of fiscal 2004. The company’s net income of $34.0 million for the first quarter of 2004 was achieved as a division of Georgia-Pacific Corporation and did not include interest expense and certain corporate overhead expenses that are included in the results for the quarter ended April 2, 2005.

     During the first quarter the company used $81.5 million in cash in operating activities to support seasonal increases in receivables and inventories offset somewhat by a corresponding increase in payables. This compares to $204 million of net cash used by operations in the first quarter of 2004. Cash from financing activities totaled $86.5 million, primarily attributable to the draw down on the company’s revolving credit facility to support seasonal working capital increases. This compares to $205 million of cash from investing

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activities in the first quarter of 2004. During the first quarter of 2004, the division was financed by Georgia-Pacific Corporation.

     “BlueLinx accomplished a great deal during the first quarter, advancing our organic growth strategy to increase unit volume by adding profitable customers, particularly in the under-represented industrial segment, continuing to enlarge the vendor base and increasing customers’ share of purchases. Our nationwide presence, broad product offering, diverse customer and vendor base create advantages for us in the building products supply chain that we leverage to deliver value added solutions for customers and vendors alike,” said Chuck McElrea, chief executive officer. “Anticipating that structural product prices would decline during the quarter, based on a number of market indicators, we took decisive action to mitigate the risk of holding inventory by increasing the selling velocity of price sensitive products. Our business model has built-in correcting mechanisms to adjust variable expenses to gross margin fluctuations.”

     Mr. McElrea concluded, “Our strategy to gain market share is showing results, and we remain sharply focused on executing strategic initiatives to drive unit volume growth and productivity to achieve operational margin leverage and improve working capital utilization.”

     Dividend

     The BlueLinx Board of Directors declared a $0.125 dividend on the company’s common shares for the quarter ended April 2, 2005, payable on June 30, 2005 to shareholders of record on June 15, 2005.

     Basis of Presentation

     This release provides unaudited financial statements for the first quarter of 2005 and the first quarter of 2004. For purposes of comparison, the statement of operations for the first quarter ended April 3, 2004 is provided on both an as reported and a pro forma basis. Last year’s pro forma results reflect the acquisition by BlueLinx of the real estate and operating assets of the building products distribution division of Georgia-Pacific and the Company’s subsequent IPO on December 14, 2004. Results have been adjusted to reflect the acquisition transaction, mortgage refinancing transaction, and offering transaction, and are presented as if BlueLinx Holdings had been a standalone entity since December 29, 2002. On a pro forma basis diluted earnings per share is calculated using 30.2 million shares. Detailed reconciliations of all pro forma adjustments are included in a presentation, to be read in conjunction with this release, which can be found on the BlueLinx web site at www.BlueLinxCo.com.

     Conference Call

     BlueLinx will host a conference call today at 10:00 a.m. Eastern Time accompanied by a supporting slide presentation. Investors may listen to the conference call and download the presentation by going to the Investor Relations page of the BlueLinx web site, at www.BlueLinxCo.com. Investors will also be able to access an encore recording of the conference call for one week by calling 706-645-9291, Conference ID# 5587165. The recording will be available two hours after the conference call has concluded. Investors may, alternatively, access a recording of this call on the BlueLinx web site — where a replay of the webcast will be available for 90 days.

     About BlueLinx Holdings Inc.

     Headquartered in Atlanta, Georgia, BlueLinx Holdings Inc., operating through its wholly owned subsidiary BlueLinx Corporation, is

Page 2

a leading distributor of building products in North America. Employing more than 3,400 people in North America, BlueLinx offers 10,000 products from over 750 suppliers to service more than 11,700 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 60 warehouses. Additional information about BlueLinx can be found on its web site at www.BlueLinxCo.com.

     Forward-looking Statements

     This press release 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 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 its control, that may cause its 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; 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; general economic and business conditions in the United States; 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 1, 2005, 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 or otherwise, except as required by law.

BlueLinx Holdings Inc.
As Reported Statement of Operations 1st Quarter 2005 and Proforma
Statement of Operations 1st Quarter 2004

	Quarters Ended
	BlueLinx		BlueLinx
	As Reported		Proforma
	April 2,		April 3,
	2005		2004
	(in thousands, except
	per share data)
Sales:
Net sales	$	1,351,619	$	1,279,882
Cost of sales		1,232,291		1,123,934
Gross profit		119,328		155,948
Operating expenses:
Selling, general, and administrative		91,435		97,373
Depreciation and amortization		4,243		3,836

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	Quarters Ended
	BlueLinx		BlueLinx
	As Reported		Proforma
	April 2,		April 3,
	2005		2004
	(in thousands, except
	per share data)
Total operating expenses		95,678		101,209
Operating income		23,650		54,739
Non-operating expenses:
Interest expense		9,334		8,363
Other expense, net		129		306
Income before provision for income taxes		14,187		46,070
Provision for income taxes		5,769		18,751
Net income	$	8,418	$	27,319
Basic weighted average number of common shares outstanding		30,155		30,185
Basic net income per share applicable to common stock	$	0.28	$	0.91
Diluted weighted average number of common shares outstanding		30,458		30,185
Diluted net income per share applicable to common stock	$	0.28	$	0.91

BlueLinx Holdings Inc.
As Reported Statements of Operations 1st Quarter 2005 and 1st Quarter 2004

	Quarters Ended
			BlueLinx
	BlueLinx		As Reported
	As Reported		(Combined)
	April 2,		April 3,
	2005		2004
	(in thousands, except
	per share data)
Sales:
Net sales	$	1,351,619	$	1,279,882
Cost of sales		1,232,291		1,125,784
Gross profit		119,328		154,098
Operating expenses:
Selling, general, and administrative		91,435		94,681
Depreciation and amortization		4,243		4,431
Total operating expenses		95,678		99,112

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	Quarters Ended
			BlueLinx
	BlueLinx		As Reported
	As Reported		(Combined)
	April 2,		April 3,
	2005		2004
	(in thousands, except
	per share data)
Operating income		23,650		54,986
Non-operating expenses:
Interest expense		9,334		—
Other expense, net		129		306
Income before provision for income taxes		14,187		54,680
Provision for income taxes		5,769		20,717
Net income	$	8,418	$	33,963
Basic weighted average number of common shares outstanding		30,155
Basic net income per share applicable to common stock	$	0.28
Diluted weighted average number of common shares outstanding		30,458
Diluted net income per share applicable to common stock	$	0.28
Dividends declared per share of common stock	$	0.125

BlueLinx Holdings Inc.
As Reported Balance Sheets for Periods Ending April 2, 2005 and January 1, 2005

	BlueLinx			BlueLinx
	As Reported			As Reported
	April 2,			January 1,
	2005			2005
	(in thousands)
Assets:
Current assets:
Cash	$	18,706		$	15,572
Receivables		499,423			363,688
Inventories		517,913			500,231
Deferred income taxes		7,151			6,122
Other current assets		35,241			34,203
Total current assets		1,078,434			919,816
Property, plant, and equipment:
Land and land improvements		55,573			55,573
Buildings		93,133			93,133
Machinery and equipment		46,752			41,063
Construction in progress		1,414			5,089
Property, plant, and equipment, at cost		196,872			194,858
Accumulated depreciation		(11,267	)		(7,880	)

Page 5

	BlueLinx			BlueLinx
	As Reported			As Reported
	April 2,			January 1,
	2005			2005
	(in thousands)
Property, plant, and equipment, net		185,605			186,978
Other non-current assets		29,747			30,268
Total assets	$	1,293,786		$	1,137,062
Liabilities :
Current liabilities:
Accounts payable	$	338,358		$	270,271
Bank overdrafts		38,557			32,033
Accrued compensation		9,303			18,292
Current maturities of long-term debt		153,247			94,103
Other current liabilities		13,091			13,142
Total current liabilities		552,556			427,841
Noncurrent liabilities:
Long-term debt		574,000			558,000
Deferred income taxes		667			740
Other long-term liabilities		11,049			8,989
Total liabilities		1,138,272			995,570
Shareholders’ Equity:
Common stock		302			295
Additional paid in capital		130,733			121,306
Accumulated other comprehensive income		(844	)		(789	)
Retained earnings		25,323			20,680
Total shareholders’ equity		155,514			141,492
Total liabilities and equity	$	1,293,786		$	1,137,062

BlueLinx Holdings Inc.
As Reported Statements of Cash Flows for Periods Ending April 2, 2005 and April 3, 2004

	Quarters Ended
				BlueLinx
	BlueLinx			As Reported
	As Reported			(Combined)
	April 2,			April 3,
	2005			2004
	(in thousands)
Cash flows from operating activities:
Net income	$	8,418		$	33,963
Adjustments to reconcile net income to cash used in operations:
Depreciation and amortization		4,243			4,431
Amortization of debt issue costs		1,005			—
Deferred income tax provision (benefit)		(1,102	)		4,173
Changes in assets and liabilities:
Receivables		(135,735	)		(203,726	)
Inventories		(17,682	)		(118,904	)

Page 6

	Quarters Ended
	BlueLinx			BlueLinx
	As Reported			As Reported
				(Combined)
	April 2,			April 3,
	2005			2004
	(in thousands)
Accounts payable		68,087			103,568
Changes in other working capital		(9,465	)		(25,793	)
Other		778			(1,711	)
Net cash used in operating activities	$	(81,453	)	$	(203,999	)
Cash flows from investing activities:
Property, plant, and equipment investments		(2,048	)		(1,152	)
Proceeds from sale of assets		140			203
Cash used in investing activities	$	(1,908	)	$	(949	)
Cash flows from financing activities:
Net transactions with Georgia-Pacific Corporation		—			211,098
Issuance of common stock, net		8,600			—
Net increase in revolving credit facility		75,144			—
Increase (decrease) in bank overdrafts		6,524			(6,432	)
Common dividends paid		(3,773	)		—
Net cash provided by financing activities	$	86,495		$	204,666
Increase (decrease) in cash		3,134			(282	)
Balance, beginning of period		15,572			506
Balance, end of period	$	18,706		$	224
Supplemental Cash Flow Information
Income taxes paid for the period	$	10,592		$	16,544
Interest paid during the period	$	8,291		$	—

BlueLinx Holdings Inc.
As Reported Statements of Operations 1st Quarter 2005 and 1st Quarter 2004
As Reported Reconciliation

			BlueLinx		Distribution		BlueLinx
	BlueLinx		As Reported		Division		As Reported
	As Reported		Period from		As Reported		(Combined)
	Period from		Inception		Period from		Period from
	January 2,		(March 8,		January 4,		January 4,
	2005 to		2004) to		2004 to		2004 to
	April 2,		April 3,		April 3,		April 3,
	2005		2004		2004		2004
	(in thousands, except per share data)
Sales:
Net sales	$	1,351,619	$	—	$	1,279,882	$	1,279,882
Cost of sales		1,232,291		—		1,125,784		1,125,784
Gross profit		119,328		—		154,098		154,098

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			BlueLinx			Distribution		BlueLinx
	BlueLinx		As Reported			Division		As Reported
	As Reported		Period from			As Reported		(Combined)
	Period from		Inception			Period from		Period from
	January 2,		(March 8,			January 4,		January 4,
	2005 to		2004) to			2004 to		2004 to
	April 2,		April 3,			April 3,		April 3,
	2005		2004			2004		2004
	(in thousands, except per share data)
Operating expenses:
Selling, general, and administrative		91,435		584			94,097		94,681
Depreciation and amortization		4,243		—			4,431		4,431
Total operating expenses		95,678		584			98,528		99,112
Operating income		23,650		(584	)		55,570		54,986
Non-operating expenses:
Interest expense		9,334		—			—		—
Other expense net		129		—			306		306
Income before income taxes		14,187		(584	)		55,264		54,680
Provision for income taxes		5,769		(228	)		20,945		20,717
Net income	$	8,418	$	(356	)	$	34,319	$	33,963
Basic weighted average number of common shares outstanding		30,155
Basic net income per share applicable to common stock	$	0.28
Diluted weighted average number of common shares outstanding		30,458
Diluted net income per share applicable to common stock	$	0.28
Dividends declared per share of common stock	$	0.125

BlueLinx Holdings Inc.
As Reported Statements of Cash Flows for Periods Ending April 2, 2005 and April 3, 2004
As Reported Reconciliation

Page 8

										BlueLinx
				BlueLinx			Distribution			As Reported
	BlueLinx			As Reported			Division			(Combined)
	As Reported			Period from			As Reported			Period from
	Period from			Inception			Period from			Inception
	January 2,			(March 8,			January 4,			(March 8,
	2005 to			2004) to			2004 to			2004) to
	April 2,			April 3,			April 3,			April 3,
	2005			2004			2004			2004
	(in thousands)
Cash flows from operating activities:
Net income (loss)	$	8,418		$	(356	)	$	34,319		$	33,963
Adjustments to reconcile net income to cash used in operations:
Depreciation and amortization		4,243			—			4,431			4,431
Amortization of debt issue costs		1,005			—			—			—
Deferred income tax provision (benefit)		(1,102	)		(228	)		4,401			4,173
Changes in assets and liabilities:
Receivables		(135,735	)		—			(203,726	)		(203,726	)
Inventories		(17,682	)		—			(118,904	)		(118,904	)
Accounts payable		68,087			3,267			100,301			103,568
Changes in other working capital		(9,465	)		(2,683	)		(23,110	)		(25,793	)
Other		778			—			(1,711	)		(1,711	)
Net cash used in operating activities	$	(81,453	)	$	—		$	(203,999	)	$	(203,999	)
Cash flows from investing activities:
Property, plant, and equipment investments		(2,048	)		—			(1,152	)		(1,152	)
Proceeds from sale of assets		140			—			203			203
Cash used in investing activities	$	(1,908	)	$	—		$	(949	)	$	(949	)
Cash flows from financing activities:
Net transactions with Georgia-Pacific Corporation		—			—			211,098			211,098
Issuance of common stock, net		8,600			—			—			—
Net increase in revolving credit facility		75,144			—			—			—
Increase (decrease) in bank overdrafts		6,524			—			(6,432	)		(6,432	)

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									BlueLinx
				BlueLinx		Distribution			As Reported
	BlueLinx			As Reported		Division			(Combined)
	As Reported			Period from		As Reported			Period from
	Period from			Inception		Period from			Inception
	January 2,			(March 8,		January 4,			(March 8,
	2005 to			2004) to		2004 to			2004) to
	April 2,			April 3,		April 3,			April 3,
	2005			2004		2004			2004
	(in thousands)
Common dividends paid		(3,773	)							—
Net cash provided by financing activities	$	86,495		$	—	$	204,666		$	204,666
Increase (decrease) in cash		3,134			—		(282	)		(282	)
Balance, beginning of period		15,572			—		506			506
Balance, end of period	$	18,706		$	—	$	224		$	224
Supplemental Cash Flow Information
Income taxes paid for the period	$	10,592		$	—	$	16,544		$	16,544
Interest paid during the period	$	8,291		$	—	$	—		$	—

CONTACT:	BlueLinx Holdings Inc.
	David Morris, 866-671-5138
	or
	Lippert/Heilshorn & Associates, Inc.
	Investor Contact:
	Jody Burfening/Chris Witty, 212-838-3777
	cwitty@lhai.com

Page 10

EX-99.2

Exhibit 99.2

BlueLinx First Quarter 2005 Operational & Financial Review

BlueLinx Holdings Inc. Safe Harbor Statement and Use of Non-GAAP and Pro Forma Information

George Judd President & Chief Operating Officer BlueLinx Holdings Inc. Operations Review

BlueLinx Holdings Inc. Unit Volume Growth vs. End-Use Market Growth Unit Volume Growth vs. End-Use Market Growth Unit Volume Growth vs. End-Use Market Growth

BlueLinx Holdings Inc. Volume by Region $ millions (unaudited) (unaudited) (unaudited)

BlueLinx Holdings Inc. Sales Variance by Product Segment *BlueLinx unit volume growth for fiscal 2003 is calculated on a 52-week basis to be consistent with the fiscal 2004 calculations. The price/mix/other variance includes the impact of the 53rd week in fiscal 2003. $ millions (unaudited) (unaudited) (unaudited)

BlueLinx Holdings Inc. Recent Price Trends Source: Data from Random Lengths Publications, Inc.

BlueLinx Holdings Inc. Inventory Analysis *BlueLinx uses average monthly inventory to calculate turn days. Average monthly inventory is 443.2 for April 2, 2005 and 414.7 for January 1, 2005. ** Other includes in-transit inventory accruals, discounts, allowances and reserves. $ millions (unaudited)

David Morris Chief Financial Officer & Treasurer BlueLinx Holdings Inc. Financial Review

BlueLinx Holdings Inc. Pro Forma Quarterly Revenue Review $ millions (unaudited) * See pro forma reconciliation and related footnotes on pages 15-20 of this presentation. **Unallocated Allowances and Adjustments consists of cash and competitive discounts, Canadian conversion, carve-out adjustments, service revenue and other miscellaneous items. Canadian conversion, carve-out adjustments, service revenue and other miscellaneous items. Canadian conversion, carve-out adjustments, service revenue and other miscellaneous items. Canadian conversion, carve-out adjustments, service revenue and other miscellaneous items. Canadian conversion, carve-out adjustments, service revenue and other miscellaneous items.

BlueLinx Holdings Inc. Pro Forma Quarterly Gross Profit $ millions (unaudited) * See pro forma reconciliation and related footnotes on pages 15-20 of this presentation. * See pro forma reconciliation and related footnotes on pages 15-20 of this presentation.

BlueLinx Holdings Inc. Pro Forma Quarterly Operating Income $ millions (unaudited) * See pro forma reconciliation and related footnotes on pages 15-20 of this presentation. * See pro forma reconciliation and related footnotes on pages 15-20 of this presentation.

BlueLinx Holdings Inc. Pro Forma Quarterly Net Income $ millions (unaudited) * See pro forma reconciliation and related footnotes on pages 15-20 of this presentation. * See pro forma reconciliation and related footnotes on pages 15-20 of this presentation.

BlueLinx Holdings Inc. Unaudited Quarter End Balance Sheets $ millions $ millions

BlueLinx Holdings Inc. Unaudited Statement of Cash Flows $ millions $ millions

Appendix

BlueLinx Holdings Inc. Gross Margin % Analysis Gross Margin % Analysis Gross Margin % Analysis

BlueLinx Holdings Inc. Structural Products Channel Mix Analysis Structural Products Channel Mix Analysis Structural Products Channel Mix Analysis

BlueLinx Holdings Inc. Pro Forma 1Q04 Reconciliation $ thousands (unaudited) (unaudited) (unaudited)

BlueLinx Holdings Inc. 2004 Quarterly Pro Forma $ thousands (unaudited)

BlueLinx Holdings Inc. Notes to Unaudited Pro Forma Statement of Operations 1.) Reflects the elimination of the last-in first-out ("LIFO") expense / benefit recorded on the division's historical financial statements because of a change to the moving average cost method for inventories purchased from Georgia-Pacific. 2.) Reflects estimated incremental costs incurred or expected to be incurred after the consummation of the acquisition. Such items include property and casualty insurance premiums, health and welfare costs, human resources costs, finance costs, information technology costs, legal costs, non-cash stock compensation costs and other costs. 3.) Reflects the difference between the allocated value of property, plant and equipment and its historical recorded amount. 4.) Reflects the amortization expenses related to the estimated fair value of intangible assets as shown below: Estimated Amortization Fair Value Lives (Dollars in thousands) Customer relationships...................................................... $ 6,988 6 years Internally developed software ............................................. 4,113 3 years Supply agreements .......................................................... 5,329 6 years Total ................................................................ $ 16,430

BlueLinx Holdings Inc. Notes to Unaudited Pro Forma Statement of Operations 5.) Reflects the estimated interest expense associated with the debt issued to consummate the acquisition. The revolving credit facility was assumed to have an average balance of $412, $510, $550 million, and $550 million, for the first, second, third and fourth quarter of fiscal 2004, respectively. The revolving credit facility was assumed to have an average balance of $374, $406, $391 million, and $357 million, for the first, second, third and fourth quarter of fiscal 2003, respectively. The revolving credit facility was assumed to bear interest at 4.89%, the interest rate prevailing at January 1, 2005. The term loan was assumed to have a balance of $100 million and to bear interest at 10%. The old mortgage was assumed to have a balance of $100 million and to bear interest at 10%. The actual interest rate borne by such debt may differ from the rates utilized. In addition, the actual amount of debt will vary and will cause variances in the actual interest expense. The revolving credit facility has a $15,000 monthly servicing fee. Additionally, the revolving credit facility bears a 0.375% unused line fee for any unused portion of the facility. The debt issuance costs related to the revolving credit facility and the term loan were amortized over their respective loan terms of 5 and 5.5 years. 6.) Reflects the income tax provision at our actual effective tax rate for the period from inception (March 8, 2004) to January 1, 2005 of 40.7%. 7.) Reflects preferred stock dividends at 10%.

BlueLinx Holdings Inc. Notes to Unaudited Pro Forma Statement of Operations 8.) We used the net proceeds from the offering and proceeds from our revolving credit facility (i) to repay our operating company's $100 million term loan plus accrued and unpaid interest thereon, (ii) to redeem the remainder of our series A preferred stock, of which $38.5 million in stated amount was outstanding, and pay all accrued and unpaid dividends thereon and (iii) for general corporate purposes. On October 27, 2004, we and our subsidiaries obtained from Column Financial, Inc., a wholly-owned subsidiary of Credit Suisse First Boston LLC, a new mortgage loan in the amount of $165 million. Proceeds from the new mortgage loan obtained by us and our subsidiaries were used to (i) repay our existing $100 million in principal amount of mortgage debt plus $0.4 million in accrued and unpaid interest thereon and (ii) redeem 56,475 shares of our series A preferred stock at an aggregate redemption price of approximately $59.2 million (including all accrued and unpaid dividends thereon). The interest rate on the new mortgage loan is floating, and equal to LIBOR (subject to a 2% floor and a 6% cap) plus 2.25%. As of January 1, 2005, the interest rate on our new mortgage was 4.653%. 9.) Reflects non-recurring charges incurred that directly result from the acquisition. 10.) Pro forma basic and diluted weighted average number of shares of common shares outstanding were estimated as follows: (In thousands) Basic weighted average shares outstanding at January 1, 2005 .............. 29,500 Common shares issued in January 2005............................................. 685 30,185 (1) ____________________ (1) The Company has not included the dilutive effect of outstanding options as these amounts are not considered to be significant.