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 3, 2012

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 provisions (see General Instruction A.2. below):

¨ 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 3, 2012, BlueLinx Holdings Inc. (“BlueLinx” or “the Company”) issued a press release announcing its financial results for the first fiscal quarter ended March 31, 2012. A copy of BlueLinx’ press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On May 3, 2012, as previously announced, BlueLinx held a teleconference and audio webcast to discuss its financial results from the first fiscal quarter ended March 31, 2012. 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 3, 2012, 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 3, 2012, reporting financial results for the first fiscal quarter ended March 31, 2012
99.2	Webcast conference call slides used during webcast conference call on May 3, 2012

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 3, 2012

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated May 3, 2012, reporting financial results for the first fiscal quarter ended March 31, 2012
99.2	Webcast conference call slides used during webcast conference call on May 3, 2012

EX-99.1

Exhibit 99.1

4300 Wildwood Parkway

Atlanta, GA 30339

1-888-502-BLUE

www.BlueLinxCo.com

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

FOR IMMEDIATE RELEASE

BLUELINX ANNOUNCES FIRST-QUARTER RESULTS

– Revenue Increases 16.2% to $453.7 Million for the Quarter –

ATLANTA – May 3, 2012 – BlueLinx Holdings Inc. (NYSE:BXC), a leading distributor of building products in North America, today reported financial results for the first quarter ended March 31, 2012.

Revenues increased 16.2% to $453.7 million from $390.6 million for the same period a year ago. The increase in revenue is attributable to increased unit volumes and increased underlying product prices for both product categories. Overall unit volume rose 11.2% compared to the same period a year ago, as specialty unit volume increased 12.4% and structural unit volume increased 9.4% during the quarter. The Company incurred a net loss of $11.0 million, or $0.18 per diluted share for the first quarter of 2012, compared with a net loss of $12.3 million, or $0.40 per diluted share, for the first quarter of 2011.

Gross profit for the first quarter totaled $54.2 million, up 17.2% from $46.3 million in the year-ago period, reflecting the Company’s ongoing initiatives to increase unit volumes and margins across all product categories combined with increases in underlying product prices. Gross margins increased to 12.0% from 11.8% generated in the year-ago period, reflecting growth in higher-margin specialty products. First-quarter operating expenses of $58.3 million increased $6.9 million compared to the same period a year ago, and included a $0.6 million gain from the sale of certain properties in 2012 and a $7.2 million gain from the sale of certain properties in 2011. Excluding the effect of the sale of certain properties in each period, operating expenses for the first quarter of 2012 were consistent with the same period a year ago. Reported operating loss for the quarter was $4.1 million, compared to an operating loss of $5.1 million a year ago.

“We are very pleased by the sales growth in the first quarter and encouraged by signs of strengthening economic activity and improving industry trends,” said George Judd, president and chief executive officer. “The Company narrowed its first-quarter comparable adjusted pretax loss to $11.4 million from $21.4 million in the year-ago period. Our improved first-quarter results demonstrated our ability to grow revenue while keeping adjusted operating expenses flat and expanding margins. Looking forward, the positive sales momentum experienced in the first quarter has continued into April,” Mr. Judd said.

BlueLinx 1Q ’12 Press Release

Page 2 of 3

The Company’s operating results for the first quarter of 2012 and 2011, 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):

	Quarters Ended
in millions, except per share amounts (unaudited)	March  31, 2012			April 2,     2011
Pretax loss	$	(10.8	)	$	(12.4	)
Gain from sale of certain properties		(0.6	)		(7.2	)
Adjusted pretax loss before the effect of special interest items		(11.4	)		(19.6	)
Changes associated with the ineffective interest rate swap		—			(1.8	)
Adjusted pretax loss		(11.4	)		(21.4	)
Adjusted benefit from income taxes		(4.2	)		(8.4	)
Adjusted net loss	$	(7.2	)	$	(13.0	)
Diluted weighted average shares		60.0			30.8
Adjusted diluted net loss per share applicable to common shares	$	(0.12	)	$	(0.42	)

For the quarter ended March 31, 2012, the above table reflects a gain recorded by the Company from the sale of certain properties. The adjusted benefit from income taxes reflected in the table is comprised of the Company’s effective tax rate excluding the valuation allowance related to its deferred tax assets and the tax effect of the significant special item. The valuation allowance recorded for the quarter was $4.2 million. The adjusted benefit from income taxes assumes that the Company’s deferred tax assets will be realized.

For the quarter ended April 2, 2011, the above table reflects the following events: (i) the Company recorded a gain from the sale of certain properties; and (ii) the Company recorded the effect of a reduction in the fair value of its terminated ineffective interest rate swap partially offset by the continued amortization of the accumulated other comprehensive loss related to the ineffective interest rate swap into interest expense. The adjusted benefit from income taxes reflected in the table is comprised of the Company’s effective tax rate excluding the valuation allowance related to its deferred tax assets and the tax effect of significant special items. The valuation allowance recorded for the quarter was $4.8 million. The adjusted benefit from income taxes assumes that the Company’s deferred tax assets will be realized.

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 404-537-3406, Conference ID# 73803149. 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.

BlueLinx 1Q ’12 Press Release

Page 3 of 3

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 1,900 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 approximately 55 distribution centers. 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.

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 ability to return to profitability and 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 BlueLinx’ 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 it distributes, 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 December 31, 2011 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 Follow -

BlueLinx Holdings Inc.

Statements of Operations

in thousands, except per share data

	Quarters Ended
	March 31, 2012			April 2, 2011
	(unaudited)			(unaudited)
Net sales	$	453,708		$	390,604
Cost of sales		399,476			344,335
Gross profit		54,232			46,269
Operating expenses:
Selling, general, and administrative		56,066			48,446
Depreciation and amortization		2,260			2,938
Total operating expenses		58,326			51,384
Operating loss		(4,094	)		(5,115	)
Non-operating expenses:
Interest expense		6,782			9,061
Changes associated with the ineffective interest rate swap, net		—			(1,751	)
Other (income) expense, net		(62	)		15
Loss before provision for (benefit from) income taxes		(10,814	)		(12,440	)
Provision for (benefit from) income taxes		205			(114	)
Net loss	$	(11,019	)	$	(12,326	)
Basic weighted average number of common shares outstanding		59,987			30,844
Basic net loss per share applicable to common shares	$	(0.18	)	$	(0.40	)
Diluted weighted average number of common shares outstanding		59,987			30,844
Diluted loss per share applicable to common to common shares	$	(0.18	)	$	(0.40	)

BlueLinx Holdings Inc.

Balance Sheets

in thousands

	March 31, 2012			December 31, 2011
	(unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	5,864		$	4,898
Receivables, net		197,950			138,872
Inventories, net		250,560			185,577
Other current assets		21,441			27,141
Total current assets		475,815			356,488
Property, plant, and equipment:
Land and improvements		49,409			49,562
Buildings		95,647			95,652
Machinery and equipment		75,636			75,508
Construction in progress		1,199			741
Property, plant, and equipment, at cost		221,891			221,463
Accumulated depreciation		(100,356	)		(98,335	)
Property, plant, and equipment, net		121,535			123,128
Non-current deferred income tax assets, net		382			358
Other non-current assets		26,643			23,941
Total assets	$	624,375		$	503,915
Liabilities:
Current liabilities:
Accounts payable	$	115,526		$	70,228
Bank overdrafts		34,955			22,364
Accrued compensation		5,441			4,496
Current maturities of long-term debt		35,806			9,046
Deferred income taxes, net		382			382
Other current liabilities		12,215			16,558
Total current liabilities		204,325			123,074
Noncurrent liabilities:
Long-term debt		378,014			328,695
Other non-current liabilities		44,370			43,772
Total liabilities		626,709			495,541
Stockholders’ (Deficit) Equity:
Common stock		637			620
Additional paid in capital		207,788			207,626
Accumulated other comprehensive loss		(21,765	)		(21,900	)
Accumulated deficit		(188,994	)		(177,972	)
Total stockholders’ (deficit) equity		(2,334	)		8,374
Total liabilities and stockholders’ (deficit) equity	$	624,375		$	503,915

BlueLinx Holdings Inc.

Statements of Cash Flows

in thousands

	Periods Ended
	March 31,			April 2,
	2012			2011
	(unaudited)			(unaudited)
Cash flows from operating activities:
Net loss	$	(11,019	)	$	(12,326	)
Adjustments to reconcile net loss to cash used in operations:
Depreciation and amortization		2,260			2,938
Amortization of debt issuance costs		933			447
Gain from sale of properties		(578	)		(7,222	)
Changes associated with the ineffective interest rate swap		—			(1,751	)
Payments on modification on lease agreement		(5,000	)		—
Deferred income tax benefit		(24	)		(215	)
Share-based compensation expense		743			816
Increase in restricted cash related to the swap, insurance, and other		(308	)		(6	)
Changes in assets and liabilities:
Receivables		(59,078	)		(50,722	)
Inventories		(64,983	)		(32,062	)
Accounts payable		46,726			32,083
Changes in other working capital		588			3,754
Other		709			1,458
Net cash used in operating activities		(89,031	)		(62,808	)
Cash flows from investing activities:
Property, plant, and equipment investments		(749	)		(3,695	)
Proceeds from disposition of assets		1,439			8,763
Net cash provided by investing activities		690			5,068
Cash flows from financing activities:
Repurchase of shares to satisfy employee tax withholdings		(424	)		—
Repayments on the revolving credit facilities		(80,055	)		(73,493	)
Borrowings from the revolving credit facilities		163,268			116,762
Payment of principal on mortgage		(7,134	)		—
Payments on capital lease obligations		(213	)		(72	)
Increase in bank overdrafts		12,591			12,582
Decrease (increase) in restricted cash related to the mortgage		2,707			(6,185	)
Debt financing costs		(1,433	)		—
Net cash provided by financing activities		89,307			49,594
Increase (decrease) in cash		966			(8,146	)
Balance, beginning of period		4,898			14,297
Balance, end of period	$	5,864		$	6,151
Non Cash Transactions:
Capital leases	$	32		$	116

BlueLinx Holdings Inc.

Adjusted Pre-Tax Loss

in thousands, except for per share amounts

	Quarters Ended
	March 31,			April 2,
	2012			2011
	(unaudited)			(unaudited)
Pretax loss	$	(10,814	)	$	(12,440	)
Gain from sale of certain properties		(578	)		(7,222	)
Adjusted pretax loss before the effect of special interest items		(11,392	)		(19,662	)
Changes associated with the ineffective interest rate swap		—			(1,751	)
Adjusted pretax loss		(11,392	)		(21,413	)
Adjusted benefit from income taxes		(4,192	)		(8,380	)
Adjusted net loss	$	(7,200	)	$	(13,033	)
Diluted weighted average shares		59,987			30,844
Adjusted diluted net loss per share applicable to common shares	$	(0.12	)	$	(0.42	)

BlueLinx Holdings Inc.

Reconciliation of GAAP Net Loss to Adjusted Net Loss

in thousands

	Quarters Ended
	March 31,			April 2,
	2012			2011
	(unaudited)			(unaudited)
GAAP net loss	$	(11,019	)	$	(12,326	)
Gain from sale of certain properties		(578	)		(7,222	)
Changes associated with the ineffective interest rate swap		—			(1,751	)
Tax effect of selected charges		223			3,464
Valuation allowance		4,174			4,802
Adjusted net loss	$	(7,200	)	$	(13,033	)

EX-99.2

Exhibit 99.2

BlueLinx Quarterly Review 1st Quarter 2012

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 December 31, 2011, and in our other periodic reports filed with the SEC. In addition, the statements in this presentation are made as of May 3, 2012. 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 3, 2012. 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 Revenue Up 16.2% to $453.7 million Up 16.2% to $453.7 million Housing Starts Total starts increased 19.2% from the same period last year; Single family starts increased 16.9% from the same period last year Total starts increased 19.2% from the same period last year; Single family starts increased 16.9% from the same period last year Prices Average 1Q '12 benchmark wood-based structural prices were up approximately 2.6% compared to 1Q '11 Average 1Q '12 benchmark wood-based structural prices were up approximately 2.6% compared to 1Q '11 Unit Volume Up 11.2% relative to the same period last year Up 11.2% relative to the same period last year Gross Margin Total 12.0% vs. 11.8% in 1Q '11 Total 12.0% vs. 11.8% in 1Q '11 Net Loss ($11.0) million vs. ($12.3) million in 1Q '11 ($11.0) million vs. ($12.3) million in 1Q '11 EPS ($0.18) per diluted share ($0.18) per diluted share Diluted Weighted Avg. # of Common Shares Outstanding 60.0 million diluted shares at 1Q '12 vs. 30.8 million diluted shares at 1Q '11; approx. 28.6 million additional shares issued in 3Q '11 as part of a rights offering 60.0 million diluted shares at 1Q '12 vs. 30.8 million diluted shares at 1Q '11; approx. 28.6 million additional shares issued in 3Q '11 as part of a rights offering Cash Flow Used $89 million of operating cash flow vs. $62.8 million for the year ago quarter Used $89 million of operating cash flow vs. $62.8 million for the year ago quarter Excess Availability $121.9 million excess availability on revolving credit facilities $121.9 million excess availability on revolving credit facilities Quarterly Highlights

Doug Goforth Chief Financial Officer and Treasurer Quarterly Review

Quarterly Revenue 1Q '11 2Q '11 3Q '11 4Q '11 1Q '12 Specialty 230.7 309.9 291.1 236.4 268.1 Structural 160.8 192.6 186.6 164.9 182.9 Other -0.9 -1.7 -4.8 -10.2 2.7 Specialty Unit Volume 12.4% YOY $63.1 or 16.2% Structural Unit Volume 9.4% Price/Other $63.1 4Q '11 Specialty 240.7 Structural 165.7 1Q '11 1Q '12 4Q '10 Specialty 221.4 Structural 154.779 Vs. Year Ago Revenue up 16.2% Specialty sales up 16.2%, unit volume up 12.4% Structural sales up 13.7%, unit volume up 9.4% Specialty product sales = 59% of total sales % by Product 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 2Q '10 3Q '10 4Q '10 Specialty 539.5 580 603.3 553.5 460 456.5 500.8 462.9 381.5 354 402.8 375.9 278.7 233.9 250 257.9 206.2 233.1 286 264.3 221.4 Structural 815.2 813.4 798.7 666.6 509.2 518.9 598.1 571.4 409.6 373 442.4 365.8 240.9 182.5 183 202.1 171 203.7 265.4 213.9 154.8 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 -10.62 -13.5 -8.3

2012 Q1 Results revenue YTD '11 390.604 YTD '12 453.708 YTD '11 YTD '12 GM % 0.118 0.12 Operating Expense YTD '11 51.4 YTD '12 58.3 YTD '11 YTD '12 EBITDA -2.2 -1.8 Significant Special Items YTD '11 YTD '12 Variance Gain on real estate $7.2 $0.6 $6.6

Cash Flows BXC used $89 million in operating cash flow for the quarter Unaudited (in million's) (in million's) (in million's)

Debt U.S. Revolver $120.3 million excess availability as of March 31, 2012 LIBOR plus 3.75% as of March 31, 2012 $400 million facility with additional $100 million uncommitted accordion facility Matures January 7, 2014 No financial performance covenants provided Excess Availability is more than the greater of (A) $30 million or (B) the amount equal to 15% of the lesser of the borrowing base or $60 million. The borrowing base as of March 31, 2012 was $291.5 million. Canadian Revolver $1.6 million excess availability as of March 31, 2012 LIBOR or Bankers' Acceptance plus 2.50%; Canadian Prime Loan or U.S. Base Rate plus 1.00% $10 million facility with additional $5 million uncommitted accordion facility Matures August 2014 Mortgage (10 Year Term @ 6.35%) Matures July 2016 Real estate under the mortgage appraised at approximately $360 million in June 2006 LCR Trap is triggered if operating TTM EBITDAR coverage ratio is less than 2.5x for two consecutive quarters Subsequent to the quarter ended July 2, 2011, we negotiated an amendment to our mortgage agreement which in part allowed for the release of the $38.3 million LCR trap. The cash was used for an immediate prepayment on the mortgage loan without incurring a prepayment premium During fiscal 2011 we sold certain properties which reduced our mortgage loan by $6.5 million. These payments were applied to the mortgage loan in fiscal 2012 Principal 2012 $1.9 million 2014 $3.0 million 2016 $225.3 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million 2013 $2.8 million 2015 $3.1 million

Cash Cycle TTM Cash Cycle days at 57, up 1 day sequentially and up 2 days 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 2Q '10 3Q '10 4Q '10 1Q '11 2Q '11 3Q '11 4Q '11 1Q '12 Inv 45.8 44.7 46.3 46.3 45.3 43.9 44 44.7 45.1 43.9 43.9 43.2 44.2 45 48 50 49 48 49 A/R 34.7 32.9 34.5 35.3 34.7 32.4 33 35.6 35.9 32.6 34.4 34 33.9 32 35 36 36 34 36 A/P & OD's -28.7 -27.3 -28.3 -28.8 -27.8 -26.4 -27 -28.4 -28.9 -28 -28.7 -28 -27.2 -25 -28 -28 -27 -26 -28 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

Remarks 1st Quarter focus Specialty growth Gross margin 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

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 March 31, 2012 Source: Data from Random Lengths Publications, Inc., updated as of March 31, 2012 Source: Data from Random Lengths Publications, Inc., updated as of March 31, 2012 Source: Data from Random Lengths Publications, Inc., updated as of March 31, 2012

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

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

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