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 4, 2006

BLUELINX HOLDINGS INC.

(Exact name of registrant specified in its charter)

Delaware	001-32383	77-0627356
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. 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 conditions:

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

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

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

¨ 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 4, 2006, BlueLinx Holdings Inc. (“BlueLinx”) issued a press release announcing its financial results for the first fiscal quarter ended April 1, 2006. A copy of BlueLinx’ press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On May 4, 2006, as previously announced, BlueLinx held a teleconference and audio Webcast to discuss its financial results from the first fiscal quarter ended April 1, 2006. The Webcast will be archived and can be accessed via BlueLinx’s Web site at www.BlueLinxCo.com. Additionally, BlueLinx has posted slides at its Web site, on 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 4, 2006, 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 4, 2006, reporting financial results for the first fiscal quarter ended April 1, 2006
99.2	Webcast conference call slides used during Webcast conference call on May 4, 2006

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
	Chief Financial Officer

Dated: May 4, 2006

EXHIBIT INDEX

Exhibit
Number	Exhibit Name
99.1	Press release, dated May 4, 2006, reporting financial results for the first fiscal quarter ended April 1, 2006
99.2	Webcast conference call slides used during Webcast conference call on May 4, 2006

EX-99.1

Exhibit 99.1

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

BlueLinx Contacts:
David Morris, CFO & Treasurer	Jim Storey, Investor Relations
BlueLinx Holdings Inc.	BlueLinx Holdings Inc.
(770) 221-2668	(770) 612-7169

FOR IMMEDIATE RELEASE

 
BLUELINX ANNOUNCES FIRST-QUARTER RESULTS
— Net Income Climbs 16.4% On 1.8% Revenue Increase —
— Specialty Product Unit Volume Up 14.9% From Prior Year —

ATLANTA — May 4, 2006 — BlueLinx Holdings Inc. (NYSE: BXC), a leading distributor of building products in North America, today reported financial results for the first quarter ended April 1, 2006.

Revenues for the first quarter rose 1.8% to $1.38 billion from $1.35 billion for the first quarter of 2005. The increase reflects a 15.7% increase in specialty product sales, partially offset by a 5.6% decline in structural product sales. Specialty product sales were driven by a 14.9% increase in unit volume over the same period a year earlier. This unit-volume increase represented approximately 94% of the first-quarter specialty sales increase, with the remaining contribution resulting from higher prices. In structural products, declining product prices accounted for the majority of the sales decrease, while unit volume also was down slightly.

First-quarter net income rose to $9.8 million, or $0.32 per diluted share, from $8.4 million, or $0.28 per diluted share, for the same period a year ago.

Gross profit for the first quarter rose to $130 million from $119.3 million in the prior-year period. Gross margin improved 60 basis points, to 9.4% from 8.8% a year ago, reflecting growth in higher-margin specialty products. Total operating expenses of $102.3 million for the first quarter increased $6.6 million from the same period a year ago, primarily reflecting normal ongoing operating expenses associated with the company’s Lane Stanton Vance (LSV) division, the specialty hardwoods distributor that the company acquired in July 2005. Operating income for the quarter was $27.6 million, compared with $23.7 million for the first quarter last year.

“We made steady progress toward our primary strategic objectives during the first quarter,” said Stephen Macadam, chief executive officer. “We accelerated growth of our specialty products business, increasing unit volume by 14.9% from the same period a year ago, and we effectively managed our structural inventory in a generally declining pricing environment.

“We are well positioned to continue to grow specialty product unit volume and effectively manage our structural product business, ” Macadam said. “We finished the first quarter with structural product inventories 16.8%

below year-ago levels, and we are moving forward into the second quarter continuing to tightly manage our inventory levels. At the same time, we continue to execute on our primary strategic objective, which is to grow specialty product revenue to more than 60% of our total product mix.”

Dividend
On May 3, 2006, the BlueLinx Board of Directors declared a $0.125 dividend on the company’s common shares for the quarter ended April 1, 2006. The dividend is payable on June 30, 2006, to shareholders of record on June 15, 2006.

Conference Call
BlueLinx will host a conference call today at 9:00 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 also can access a recording of the conference call for one week by calling 706-645-9291, Conference ID# 8269019. 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.

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 more than 3,600 people in North America, BlueLinx offers 10,000 products from over 750 suppliers to service approximately 12,000 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 65 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 that 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; 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 December 31, 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.

- Tables to Follow -

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

	Quarters Ended
	April 1,		April 2,
	2006		2005
	(unaudited)		(unaudited)
Net sales	$	1,376,606	$	1,351,619
Cost of sales		1,246,654		1,232,291
Gross profit		129,952		119,328
Operating expenses:
Selling, general, and administrative		97,267		91,435
Depreciation and amortization		5,043		4,243
Total operating expenses		102,310		95,678
Operating income		27,642		23,650
Non-operating expenses:
Interest expense		11,197		9,334
Other expense, net		81		129
Income before provision for income taxes		16,364		14,187
Provision for income taxes		6,569		5,769
Net income	$	9,795	$	8,418
Basic weighted average number of common shares outstanding		30,417		30,155
Basic net income per share applicable to common stock	$	0.32	$	0.28
Diluted weighted average number of common shares outstanding		30,713		30,458
Diluted net income per share applicable to common stock	$	0.32	$	0.28
Dividends declared per share of common stock	$	0.125	$	0.125

BlueLinx Holdings Inc.
Balance Sheets
in thousands

	April 1,			December 31,
	2006			2005
	(unaudited)			(audited)
Assets:
Current assets:
Cash	$	27,434		$	24,320
Receivables, net		480,466			399,093
Inventories, net		501,152			473,068
Deferred income taxes		6,491			6,678
Other current assets		40,998			44,909
Total current assets		1,056,541			948,068
Property, plant, and equipment:
Land and land improvements		56,461			56,521
Buildings		93,472			93,381
Machinery and equipment		56,160			54,200
Construction in progress		834			2,350
Property, plant, and equipment, at cost		206,927			206,452
Accumulated depreciation		(26,472	)		(22,403	)
Property, plant, and equipment, net		180,455			184,049
Other non-current assets		24,368			25,523
Total assets	$	1,261,364		$	1,157,640
Liabilities:
Current liabilities:
Accounts payable	$	352,902		$	327,004
Bank overdrafts		49,570			62,392
Accrued compensation		10,655			13,494
Current maturities of long-term debt		75,769			—
Other current liabilities		14,165			15,195
Total current liabilities		503,061			418,085
Non-current liabilities:
Long-term debt		550,000			540,850
Deferred income taxes		971			1,911
Other long-term liabilities		14,637			12,942
Total liabilities		1,068,669			973,788
Shareholders’ Equity:
Common stock		306			303
Additional paid in capital		135,249			132,346
Accumulated other comprehensive income		996			1,023
Retained earnings		56,144			50,180
Total shareholders’ equity		192,695			183,852
Total liabilities and shareholders’ equity	$	1,261,364		$	1,157,640

BlueLinx Holdings Inc.
Statements of Cash Flows
in thousands

	Quarters Ended
	April 1,			April 2,
	2006			2005
	(unaudited)			(unaudited)
Cash flows from operating activities:
Net income	$	9,795		$	8,418
Adjustments to reconcile net income to cash used in operations:
Depreciation and amortization		5,043			4,243
Amortization of debt issue costs		765			1,005
Deferred income tax benefit		(753	)		(1,102	)
Stock compensation		562			832
Changes in assets and liabilities:
Receivables		(81,373	)		(135,735	)
Inventories		(28,084	)		(17,682	)
Accounts payable		25,898			68,087
Changes in other working capital		42			(9,465	)
Other		1,704			(54	)
Net cash used in operating activities		(66,401	)		(81,453	)
Cash flows from investing activities:
Property, plant, and equipment investments		(658	)		(2,048	)
Proceeds from sale of assets		135			140
Net cash used in investing activities		(523	)		(1,908	)
Cash flows from financing activities:
Issuance of common stock, net		—			8,600
Proceeds from stock options exercised		2,341			—
Net increase in revolving credit facility		84,919			75,144
Debt financing costs		(569	)		—
Increase (decrease) in bank overdrafts		(12,822	)		6,524
Common dividends paid		(3,831	)		(3,773	)
Net cash provided by financing activities		70,038			86,495
Increase in cash		3,114			3,134
Balance, beginning of period		24,320			15,572
Balance, end of period	$	27,434		$	18,706

EX-99.2

BlueLinx First Quarter 2006 Operational & Financial Review

BlueLinx Holdings Inc. Safe Harbor Statement and Use of Non-GAAP and Pro Forma Information 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 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; 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 fiscal year ended December 31, 2005, and in its periodic reports filed with the SEC from time to time. In addition, the statements in this presentation are made as of May 4, 2006. The Company expects that subsequent events or developments will cause its views to change. The Company undertakes 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 the Company's views as of any date subsequent to May 4, 2006. Use of Non-GAAP and Pro Forma* Financial Information - To supplement GAAP financial statements, the Company 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 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 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 pro forma results for years 2003 and 2004 in the tables in the appendix of this presentation reflect the acquisition by BlueLinx of the operating assets of the building products distribution division of Georgia-Pacific and are presented as if BlueLinx Holdings had been a stand alone entity since December 29, 2002. Pro forma results also have been adjusted for the company's initial public offering and the mortgage refinancing transaction, both of which occurred in the fourth quarter of fiscal 2004.

BlueLinx Holdings Inc. Introduction Steve Macadam Chief Executive Officer

BlueLinx Holdings Inc. Introduction Goals and Strategic Objectives Profitably grow specialty revenues to 60+% of total sales Profitably grow structural while reducing exposure to volatility Outgrow the market

BlueLinx Holdings Inc. Introduction 1st Quarter Highlights Revenue increased 1.8% to $1.38 billion Gross margin at 9.4% v 8.8% in Q1 '05 Net income of $9.8 million, or $0.32 per share compared to net income of $8.4 million, or $0.28 per share Specialty unit volume grew 14.9% over same period last year

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

BlueLinx Holdings Inc. Unit Volume Growth vs. End-Use Market Growth F2003 F2004 F2005 TTM Estimated BlueLinx Unit Volume Growth 2.5% 8.2% 3.9% 4.3% Estimated Weighted End-Use Market Growth 2.0% 4.5% 4.4% 4.1% BlueLinx versus End-Use Market Growth 0.5% 3.7% (0.5%) 0.2%

BlueLinx Holdings Inc. Unit Volume Growth by Quarter and TTM 14.9% Specialty product growth driven by engineered lumber, insulation, particleboard, vinyl siding and specialty lumber particleboard, vinyl siding and specialty lumber particleboard, vinyl siding and specialty lumber

BlueLinx Holdings Inc. Quarterly Sales Specialty unit volume growth large driver of sales increase Specialty sales represented 42% of total sales for the quarter versus 37% for the same period last year $ millions (unaudited) (unaudited) (unaudited)

BlueLinx Holdings Inc. Quarterly Gross Margin Specialty gross margin growth reflects robust unit volume growth and improved procurement and product management processes Structural gross margin decline reflects generally declining price levels $ millions (unaudited) (unaudited) (unaudited)

BlueLinx Holdings Inc. Inventory Analysis Specialty inventories increased in preparation for the summer building season and to support higher sales levels Structural inventories increased slightly on a seasonal basis but are significantly below year-ago levels Reduction from year-ago reflects decreased prices and inventory management strategy to mitigate exposure to changing prices $ millions (unaudited) * Other includes in-transit inventory accruals, discounts, allowances, reserves, and other miscellaneous items. * Other includes in-transit inventory accruals, discounts, allowances, reserves, and other miscellaneous items.

BlueLinx Holdings Inc. Other Key Indicators 1st Quarter Working capital turn days at 40 v 43 same period last year TTM working capital turn days at 40, same as Q1 2005 TTM Q1 reduction of 1.7 % in delivery costs/ULE and increase of 2.7% in material handling costs/ULE (ULE or unit load equivalent)

BlueLinx Holdings Inc. Strategic Initiatives Continue gross margin improvement initiative by increasing mix of specialty and mitigating volatility of structural Invest in people and processes necessary to support specialty business growth Continue focus on targeted, growing accounts that serve attractive high-growth markets Expand relationships with existing specialty product vendors who recognize the BlueLinx value proposition Increase volume in under represented segments, particularly industrials Be a patient, disciplined acquirer

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

BlueLinx Holdings Inc. Quarterly Revenue Review $ millions (unaudited) (unaudited) (unaudited)

BlueLinx Holdings Inc. Quarterly Gross Profit $ millions (unaudited) (unaudited) (unaudited)

BlueLinx Holdings Inc. Quarterly Operating Income $ millions (unaudited) (unaudited) (unaudited)

BlueLinx Holdings Inc. Quarterly Net Income $ millions (unaudited) (unaudited) (unaudited)

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

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

Appendix TOPIC PAGE Revenues by Quarter 22 Unit Volume Growth by Quarter 23 Market Growth by Quarter 24 Gross Margin by Quarter 25 Inventory by Quarter 26 Quarterly Volume by Region 27 Gross Margin % Analysis 28 Channel Mix Analysis 29 Structural Product Price Trends 30

BlueLinx Holdings Inc. Revenues by Quarter Revenues by Quarter Revenues by Quarter

BlueLinx Holdings Inc. Unit Volume Growth By Quarter Unit Volume Growth By Quarter Unit Volume Growth By Quarter

BlueLinx Holdings Inc. Market Growth By Quarter Source: Data from Resource Information Systems, Inc., or RISI, updated as of April 2006, weighted using management's estimates. Source: Data from Resource Information Systems, Inc., or RISI, updated as of April 2006, weighted using management's estimates.

BlueLinx Holdings Inc. Gross Margin by Quarter Gross Margin by Quarter Gross Margin by Quarter

BlueLinx Holdings Inc. Inventory by Quarter Inventory by Quarter Inventory by Quarter

BlueLinx Holdings Inc. Quarterly Volume by Region *Miscellaneous consists of cash and competitive discounts, Canadian conversion, service revenue and other miscellaneous items. $ millions (unaudited) (unaudited) (unaudited)

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

BlueLinx Holdings Inc. Revenue Channel Mix Analysis Revenue Channel Mix Analysis Revenue Channel Mix Analysis

BlueLinx Holdings Inc. Structural Products Price Trends Source: Data from Random Lengths Publications, Inc., updated as of April 28, 2006. Source: Data from Random Lengths Publications, Inc., updated as of April 28, 2006. Source: Data from Random Lengths Publications, Inc., updated as of April 28, 2006. Source: Data from Random Lengths Publications, Inc., updated as of April 28, 2006.