10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

    x     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

OR

    ¨     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to         

Commission file number: 1-32383

BlueLinx Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware	77-0627356
(State of Incorporation)	(I.R.S. Employer Identification No.)
4300 Wildwood Parkway, Atlanta, Georgia	30339
(Address of principal executive offices)	(Zip Code)

(770) 953-7000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of August 2, 2012 there were 63,698,287 shares of BlueLinx Holdings Inc. common stock, par value $0.01, outstanding.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 on Form 10-Q/A to BlueLinx Holdings Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2012, filed with the Securities and Exchange Commission on August 2, 2012 (the “Form 10-Q”), is solely to furnish Exhibit 101 XBRL (eXtensible Business Reporting Language) interactive data files within the 30-day grace period provided by Rule 405(a)(2) of Regulation S-T applicable for the first quarterly period in which detailed footnote tagging is required.

No other changes have been made to the Form 10-Q, and this Form 10-Q/A does not does not reflect any subsequent events occurring after the original filing date of the Form 10-Q or modify or update any other disclosures made in the Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files contained in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Item 6. Exhibits

Exhibit Number	Description
3.1	Second Amended and Restated Certificate of Incorporation of BlueLinx Holdings, Inc., dated May 18, 2012 (Incorporated by reference to Appendix B to the proxy statement for the 2012 Annual Meeting of Stockholders filed on Schedule 14A with the Securities and Exchange Commission on April 16, 2012).
10.1	Amended and Restated BlueLinx Holdings, Inc. 2006 Long-Term Equity Incentive Plan (as amended through May 17, 2012 and restated solely for purposes of filing pursuant to Item 601 of Regulation S-K) (Incorporated by reference to Appendix A to the proxy statement for the 2012 Annual Meeting of Stockholders filed on Schedule 14A with the Securities and Exchange Commission on April 16, 2012).(1)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(1)
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(1)
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(1)
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(1)
101	The following financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, formatted in Extensible Business Reporting Language (“XBRL”): (i) Consolidated Statements of Operations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows and (iv) Notes to Consolidated Financial Statements (Unaudited).

(1) Previously filed with the Quarterly Report on Form 10-Q filed on August 2, 2012 for the period ended June 30, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

	BlueLinx Holdings Inc.
	(Registrant)
Date: August 16, 2012	/s/ H. Douglas Goforth
	H. Douglas Goforth
	Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit Number	Description
101	The following financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, formatted in Extensible Business Reporting Language (“XBRL”): (i) Consolidated Statements of Operations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows and (iv) Notes to Consolidated Financial Statements (Unaudited).

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Commitments and Contingencies (Details Textual)	Jun. 30, 2012
Commitments and Contingencies (Textual) [Abstract]
Percentage of total work force covered under collective bargaining agreements	30.00%
Percentage of work force expired	11.00%

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Employee Benefits (Details Textual) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012
Employee Benefits (Textual) [Abstract]
Contribution to pension plan required to be made in fiscal 2012	$ 4.1
Defined benefit plan employer minimum required contribution for the 2011 plan year to be made in fiscal 2012	1.2
Defined benefit employer minimum required contribution for the 2012 plan year to be made in 2012	2.9
Total defined benefit employer minimum required contribution related to the 2012 plan year	5.4
Funded minimum required contribution	0.4
Remaining amount of the 2011 minimum required contribution expected to be funded in fiscal 2012	$ 0.8
Period of time the requested 2012 minimum required contribution waiver will be deferred and amortized over if granted	5 years

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Basis of Presentation and Background (Details)	6 Months Ended
	Jun. 30, 2012 Customer Contract Product Store Person
Organization and Presentation of Financial Statements [Abstract]
Number of employees	1,900
Number of suppliers	750
Number of products	10,000
Number of customers	11,500
Number of distribution centers	55

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Unaudited Supplemental Consolidating Financial Statements (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jul. 02, 2011	Jun. 30, 2012	Jul. 02, 2011
Cash flows from operating activities:
Net (loss) income	$ (3,706)	$ (9,781)	$ (14,725)	$ (22,107)
Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities:
Depreciation and amortization	2,187	2,624	4,447	5,561
Amortization of debt issue costs			1,863	1,094
Changes associated with the ineffective interest rate swap				(1,751)
Gain from sale of properties			(530)	(7,222)
Gain from property insurance settlement			(476)
Vacant property charges, net			(78)
Payments on modification of lease agreement			(5,000)
Deferred income tax benefit			(24)	(214)
Share-based compensation expense	700	400	1,420	1,137
Decrease in restricted cash related to the ineffective interest rate swap, insurance, and other			657	432
Changes in assets and liabilities:
Receivables			(63,242)	(86,533)
Inventories			(50,053)	(24,404)
Accounts payable			10,050	32,495
Changes in other working capital			(4,382)	(1,338)
Other			9,967	1,625
Net cash provided by (used in) operating activities			(110,106)	(101,225)
Cash flows from investing activities:
Property, plant and equipment investments			(2,140)	(5,341)
Proceeds from disposition of assets			1,915	8,971
Net cash provided by (used in) investing activities			(225)	3,630
Cash flows from financing activities:
Net transactions with Parent
Repurchase of common stock
Repurchase of shares to satisfy employee tax withholdings			(424)
Repayments on the revolving credit facilities			(201,403)	(171,736)
Borrowings from the revolving credit facilities			313,666	263,446
Payments of principal on mortgage			(7,747)
Payments on capital lease obligations			(414)	(197)
Increase in bank overdrafts			8,339	5,709
Increase in restricted cash related to the mortgage				(7,815)
Debt financing costs			(1,433)
Intercompany receivable
Intercompany payable
Other
Net cash provided by (used in) financing activities			110,584	89,407
Increase (decrease) in cash			253	(8,188)
Balance, beginning of period			4,898	14,297
Balance, end of period	5,151	6,109	5,151	6,109
Noncash transactions:
Capital leases			32	2,544
BlueLinx Holdings Inc. [Member]
Cash flows from operating activities:
Net (loss) income	(3,706)	(9,781)	(14,725)	(22,107)
Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities:
Equity in earnings of subsidiaries			12,914	18,421
Changes in assets and liabilities:
Accounts payable			3	123
Changes in other working capital			(23)	(452)
Intercompany receivable			2,246	(249)
Intercompany payable			1,594	1,425
Other				17
Net cash provided by (used in) operating activities			2,009	(2,822)
Cash flows from investing activities:
Investment in subsidiaries			(2,009)	2,528
Net cash provided by (used in) investing activities			(2,009)	2,528
Cash flows from financing activities:
Net transactions with Parent
Repurchase of common stock
Intercompany receivable
Intercompany payable
Other
Increase (decrease) in cash				(294)
Balance, beginning of period			27	384
Balance, end of period	27	90	27	90
BlueLinx Corporation and Subsidiaries [Member]
Cash flows from operating activities:
Net (loss) income	(5,136)	(10,075)	(17,651)	(29,093)
Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities:
Depreciation and amortization	1,304	1,663	2,679	3,647
Amortization of debt issue costs			1,863	1,094
Changes associated with the ineffective interest rate swap				(1,751)
Vacant property charges, net			(78)
Payments on modification of lease agreement			(5,000)
Deferred income tax benefit			(24)	(214)
Share-based compensation expense			1,420	1,137
Decrease in restricted cash related to the ineffective interest rate swap, insurance, and other			657	432
Changes in assets and liabilities:
Receivables			(63,242)	(86,533)
Inventories			(50,053)	(24,404)
Accounts payable			10,047	32,352
Changes in other working capital			2,988	566
Intercompany receivable			(1,594)	(1,930)
Intercompany payable			(2,246)	(490)
Other			2,474	2,594
Net cash provided by (used in) operating activities			(117,760)	(102,593)
Cash flows from investing activities:
Investment in subsidiaries			393
Property, plant and equipment investments			(2,140)	(2,523)
Net cash provided by (used in) investing activities			(1,747)	(2,523)
Cash flows from financing activities:
Net transactions with Parent
Repurchase of common stock
Repurchase of shares to satisfy employee tax withholdings			(424)
Repayments on the revolving credit facilities			(201,403)	(171,736)
Borrowings from the revolving credit facilities			313,666	263,446
Payments on capital lease obligations			(414)	(197)
Increase in bank overdrafts			8,339	5,709
Debt financing costs			(4)
Intercompany receivable
Intercompany payable
Other
Net cash provided by (used in) financing activities			119,760	97,222
Increase (decrease) in cash			253	(7,894)
Balance, beginning of period			4,871	13,913
Balance, end of period	5,124	6,019	5,124	6,019
Noncash transactions:
Capital leases			32	2,544
LLC Subsidiaries [Member]
Cash flows from operating activities:
Net (loss) income	2,168	1,717	4,737	10,672
Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities:
Depreciation and amortization	883	961	1,768	1,914
Gain from sale of properties			(530)	(7,222)
Gain from property insurance settlement			(476)
Changes in assets and liabilities:
Accounts payable				20
Changes in other working capital			(7,347)	(208)
Other			7,493	(986)
Net cash provided by (used in) operating activities			5,645	4,190
Cash flows from investing activities:
Investment in subsidiaries			1,616	(2,528)
Property, plant and equipment investments				(2,818)
Proceeds from disposition of assets			1,915	8,971
Net cash provided by (used in) investing activities			3,531	3,625
Cash flows from financing activities:
Net transactions with Parent
Repurchase of common stock
Payments of principal on mortgage			(7,747)
Increase in restricted cash related to the mortgage				(7,815)
Debt financing costs			(1,429)
Intercompany receivable
Intercompany payable
Other
Net cash provided by (used in) financing activities			(9,176)	(7,815)
Eliminations [Member]
Cash flows from operating activities:
Net (loss) income	2,968	8,358	12,914	18,421
Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities:
Equity in earnings of subsidiaries			(12,914)	(18,421)
Changes in assets and liabilities:
Changes in other working capital				(1,244)
Intercompany receivable			(652)	2,179
Intercompany payable			652	(935)
Cash flows from financing activities:
Net transactions with Parent
Repurchase of common stock
Intercompany receivable
Intercompany payable
Other

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Derivatives (Details Textual) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jul. 02, 2011	Jun. 30, 2012	Jul. 02, 2011	Dec. 31, 2011
Derivatives (Textual) [Abstract]
Fair value of interest swap liability					$ 0
Changes associated with the ineffective interest rate swap				(1,751,000)
Amortization of remaining accumulated other comprehensive loss of ineffective swap				400,000
Portion of net income related to reducing fair value of ineffective interest rate swap liability				$ 2,200,000

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Assets Held for Sale and Net Gain on Disposition

6 Months Ended

Jun. 30, 2012

Assets Held for Sale and Net Gain on Disposition [Abstract]

Assets Held for Sale and Net Gain on Disposition

4. Assets Held for Sale and Net Gain on Disposition

We have certain facilities that we have designated as assets held for sale. At the time of designation, we ceased recognizing depreciation expense on these assets. As of June 30, 2012 and December 31, 2011, total assets held for sale were $9.5 million and $2.3 million respectively, and were included in “Other current assets” in our Consolidated Balance Sheets. During the first quarter of fiscal 2012, we sold certain real properties held for sale that resulted in a $0.5 million gain recorded in “Selling, general, and administrative” expenses in the Consolidated Statements of Operations. During the second quarter of fiscal 2012, we designated our Fremont, California location as held for sale and recorded the net book value of $6.6 million in “Other current assets” in our Consolidated Balance Sheet. We believe a sale is probable within the next six months. We plan to relocate in the surrounding area to continue servicing the immediate market. There were no sales of real properties during the second quarter of fiscal 2012. We continue to actively market the remaining properties that are held for sale.

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Restructuring Charges (Details 1) (2011 Severance Costs [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2012
2011 Severance Costs [Member]
Accrued severance reserves and the changes in the accruals
Beginning Balance	$ 53	$ 256
Assumption changes	(22)	(81)
Payments	(14)	(158)
Ending Balance	$ 17	$ 17

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Restructuring Charges (Details) (Restructuring reserve [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2012
Restructuring reserve [Member]
Accrued facility consolidation reserve and changes in the accrual
Beginning Balance	$ 1,178	$ 6,337
Assumption changes	(78)	(78)
Payments		(5,209)
Accretion of liability	15	65
Ending Balance	$ 1,115	$ 1,115

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Restructuring Charges (Details Textual) (USD $) In Millions, unless otherwise specified	6 Months Ended	12 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011 2011 Severance Costs [Member]	Sep. 30, 2011 2007 Facility Consolidation and Severance Costs [Member] Buildings	Dec. 31, 2007 2007 Facility Consolidation and Severance Costs [Member]	Jun. 30, 2012 2007 Facility Consolidation and Severance Costs [Member] Buildings	Mar. 31, 2012 2007 Facility Consolidation and Severance Costs [Member]	Dec. 31, 2011 2007 Facility Consolidation and Severance Costs [Member]
Restructuring Charges (Textual) [Abstract]
Restructuring charges				$ 17.1
Unoccupied building			4,100
Occupied building					4,300
Space remittance fee						5.0
Tenant improvements					1.2
Reduction of facility consolidation restructuring reserve related to 4100 building amendment							2.0
Severance charges		$ 1.9
Lease expiration date	Jan. 31, 2019

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Assets Held for Sale and Net Gain on Disposition (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Assets Held for Sale and Net Gain on Disposition (Textual) [Abstract]
Total assets held for sale	$ 9.5	$ 2.3
Total assets held for sale related to the Fremont, CA property	6.6
Real properties sold	$ 0.5

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Restructuring Charges

6 Months Ended

Jun. 30, 2012

Restructuring Charges [Abstract]

Restructuring Charges

3. Restructuring Charges

We account for exit and disposal costs by recognizing a liability for costs associated with an exit or disposal activity at fair value in the period in which it is incurred or when the entity ceases using the right conveyed by a contract (i.e., the right to use a leased property). These costs are included in “Selling, general, and administrative” expenses in the Consolidated Statements of Operations for the first six months of fiscal 2012 and the first six months of fiscal 2011, and “Other current liabilities” and “Other non-current liabilities” on the Consolidated Balance Sheets at June 30, 2012 and December 31, 2011.

We account for severance and outplacement costs by recognizing a liability for employees’ rights to post-employment benefits. These costs are included in “Selling, general, and administrative” expenses in the Consolidated Statements of Operations for the first six months of fiscal 2012 and the first six months of fiscal 2011, and in “Accrued compensation” on the Consolidated Balance Sheets for the periods ended June 30, 2012 and December 31, 2011.

2007 Facility Consolidation and Severance Costs

During fiscal 2007, we announced a plan to adjust our cost structure in order to manage our costs more effectively. The plan included the consolidation of our corporate headquarters and sales center to one building from two buildings and reduction in force initiatives, which resulted in initial charges of $17.1 million during the fourth quarter of fiscal 2007.

As of June 30, 2012 and December 31, 2011, there was no remaining accrued severance related to reduction in force initiatives completed in fiscal 2007.

During the third quarter of fiscal 2011, we entered into an amendment to our corporate headquarters lease in Atlanta, Georgia related to the unoccupied 4100 building. This amendment released us from our obligations with respect to this unoccupied space as of January 31, 2012, in exchange for a $5.0 million space remittance fee, which was paid in the first quarter of 2012. In addition, we are obligated to pay $1.2 million on or before December 31, 2013 to be used for contractually obligated tenant improvement expense. The provisions relating to the occupied 4300 building remain unchanged. Under the existing provisions, the current term of the lease ends on January 31, 2019. The amendment resulted in a reduction of our restructuring reserve of approximately $2.0 million, with the credit recorded in “Selling, general, and administrative” expenses in the Consolidated Statements of Operations during the twelve month period ended December 31, 2011.

The table below summarizes the balance of accrued facility consolidation reserve and changes in the accrual for the second quarter of fiscal 2012 (in thousands):

Balance at March 31, 2012	$	1,178
Assumption changes		(78	)
Accretion of liability		15
Balance at June 30, 2012	$	1,115

The table below summarizes the balance of accrued facility consolidation reserve and changes in the accrual for the first six months of fiscal 2012 (in thousands):

Balance at December 31, 2011	$	6,337
Assumption changes		(78	)
Payments		(5,209	)
Accretion of liability		65
Balance at June 30, 2012	$	1,115

2011 Severance Costs

During fiscal 2011, we had certain reduction in force activities, which resulted in initial severance charges of $1.9 million.

The table below summarizes the balances of the accrued severance reserves and the changes in the accruals for the second quarter of fiscal 2012 (in thousands):

Balance at March 31, 2012	$	53
Assumption changes		(22	)
Payments		(14	)
Balance at June 30, 2012	$	17

The table below summarizes the balances of the accrued severance reserves and the changes in the accruals for the first six months of fiscal 2012 (in thousands):

Balance at December 31, 2011	$	256
Assumption changes		(81	)
Payments		(158	)
Balance at June 30, 2012	$	17

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Employee Benefits (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jul. 02, 2011	Jun. 30, 2012	Jul. 02, 2011
Net periodic pension cost
Service cost	$ 469	$ 523	$ 938	$ 1,046
Interest cost on projected benefit obligation	1,221	1,152	2,442	2,304
Expected return on plan assets	(1,224)	(1,376)	(2,448)	(2,753)
Amortization of unrecognized loss	519	145	1,038	290
Net periodic pension cost	$ 985	$ 444	$ 1,970	$ 887

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Unaudited Supplemental Consolidating Financial Statements (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jul. 02, 2011	Jun. 30, 2012	Jul. 02, 2011
Consolidating statement of operations
Net sales	$ 517,026	$ 500,810	$ 970,734	$ 891,414
Cost of sales	453,838	443,165	853,314	787,500
Gross profit	63,188	57,645	117,420	103,914
Operating expenses:
Selling, general, and administrative	57,136	56,780	113,202	105,227
Depreciation and amortization	2,187	2,624	4,447	5,561
Total operating expenses	59,323	59,404	117,649	110,788
Operating (loss) income	3,865	(1,759)	(229)	(6,874)
Non-operating expenses:
Interest expense	7,325	7,730	14,107	16,791
Changes associated with the ineffective interest rate swap				(1,751)
Other (income) expense, net	49	134	(13)	149
(Loss) income before provision for income taxes	(3,509)	(9,623)	(14,323)	(22,063)
Provision for income taxes	197	158	402	44
Net (loss) income	(3,706)	(9,781)	(14,725)	(22,107)
BlueLinx Holdings Inc. [Member]
Operating expenses:
Selling, general, and administrative	696	1,387	1,709	3,005
Total operating expenses	696	1,387	1,709	3,005
Operating (loss) income	(696)	(1,387)	(1,709)	(3,005)
Non-operating expenses:
Changes associated with the ineffective interest rate swap
(Loss) income before provision for income taxes	(696)	(1,387)	(1,709)	(3,005)
Provision for income taxes	42	36	102	681
Equity in loss of subsidiaries	(2,968)	(8,358)	(12,914)	(18,421)
Net (loss) income	(3,706)	(9,781)	(14,725)	(22,107)
BlueLinx Corporation and Subsidiaries [Member]
Consolidating statement of operations
Net sales	517,026	500,810	970,734	891,414
Cost of sales	453,838	443,165	853,314	787,500
Gross profit	63,188	57,645	117,420	103,914
Operating expenses:
Selling, general, and administrative	63,588	62,822	126,198	124,301
Depreciation and amortization	1,304	1,663	2,679	3,647
Total operating expenses	64,892	64,485	128,877	127,948
Operating (loss) income	(1,704)	(6,840)	(11,457)	(24,034)
Non-operating expenses:
Interest expense	3,227	2,980	5,901	7,292
Changes associated with the ineffective interest rate swap				(1,751)
Other (income) expense, net	50	133	(7)	155
(Loss) income before provision for income taxes	(4,981)	(9,953)	(17,351)	(29,730)
Provision for income taxes	155	122	300	(637)
Net (loss) income	(5,136)	(10,075)	(17,651)	(29,093)
LLC Subsidiaries [Member]
Consolidating statement of operations
Net sales	7,148	7,429	14,295	14,857
Gross profit	7,148	7,429	14,295	14,857
Operating expenses:
Selling, general, and administrative			(410)	(7,222)
Depreciation and amortization	883	961	1,768	1,914
Total operating expenses	883	961	1,358	(5,308)
Operating (loss) income	6,265	6,468	12,937	20,165
Non-operating expenses:
Interest expense	4,098	4,750	8,206	9,499
Changes associated with the ineffective interest rate swap
Other (income) expense, net	(1)	1	(6)	(6)
(Loss) income before provision for income taxes	2,168	1,717	4,737	10,672
Net (loss) income	2,168	1,717	4,737	10,672
Eliminations [Member]
Consolidating statement of operations
Net sales	(7,148)	(7,429)	(14,295)	(14,857)
Gross profit	(7,148)	(7,429)	(14,295)	(14,857)
Operating expenses:
Selling, general, and administrative	(7,148)	(7,429)	(14,295)	(14,857)
Total operating expenses	(7,148)	(7,429)	(14,295)	(14,857)
Non-operating expenses:
Changes associated with the ineffective interest rate swap
Equity in loss of subsidiaries	2,968	8,358	12,914	18,421
Net (loss) income	$ 2,968	$ 8,358	$ 12,914	$ 18,421

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Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jul. 02, 2011	Jun. 30, 2012	Jul. 02, 2011
Consolidated Statements of Operations and Comprehensive Loss [Abstract]
Net sales	$ 517,026	$ 500,810	$ 970,734	$ 891,414
Cost of sales	453,838	443,165	853,314	787,500
Gross profit	63,188	57,645	117,420	103,914
Operating expenses:
Selling, general, and administrative	57,136	56,780	113,202	105,227
Depreciation and amortization	2,187	2,624	4,447	5,561
Total operating expenses	59,323	59,404	117,649	110,788
Operating income (loss)	3,865	(1,759)	(229)	(6,874)
Non-operating expenses:
Interest expense	7,325	7,730	14,107	16,791
Changes associated with the ineffective interest rate swap				(1,751)
Other expense, net	49	134	(13)	149
Loss before provision for income taxes	(3,509)	(9,623)	(14,323)	(22,063)
Provision for income taxes	197	158	402	44
Net loss	(3,706)	(9,781)	(14,725)	(22,107)
Basic and diluted weighted average number of common shares outstanding	60,098	31,063	60,050	30,953
Basic and diluted net loss per share applicable to common stock	$ (0.06)	$ (0.31)	$ (0.25)	$ (0.71)
Comprehensive loss:
Net loss	(3,706)	(9,781)	(14,725)	(22,107)
Other comprehensive loss:
Foreign currency translation	(109)	54	26	351
Unrealized gain from ineffective interest rate swap, net of taxes				234
Comprehensive loss	$ (3,815)	$ (9,727)	$ (14,699)	$ (21,522)

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Basis of Presentation and Background

6 Months Ended

Jun. 30, 2012

Organization and Presentation of Financial Statements [Abstract]

Basis of Presentation and Background

1. Basis of Presentation and Background

Basis of Presentation

BlueLinx Holdings Inc. has prepared the accompanying Unaudited Consolidated Financial Statements, including its accounts and the accounts of its wholly-owned subsidiaries, in accordance with the instructions to Form 10-Q and therefore they do not include all of the information and notes required by United States generally accepted accounting principles (“GAAP”). These interim financial statements should be read in conjunction with the financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission (“SEC”). Our fiscal year is a 52- or 53-week period ending on the Saturday closest to the end of the calendar year. Fiscal year 2012 and fiscal year 2011 each contain 52 weeks. BlueLinx Corporation is the wholly-owned operating subsidiary of BlueLinx Holdings Inc. and is referred to herein as the “operating subsidiary” when necessary.

We believe the accompanying Unaudited Consolidated Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of our financial position, results of operations and cash flows for the periods presented. The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the Unaudited Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates and such differences could be material. In addition, the operating results for interim periods may not be indicative of the results of operations for a full year. We are exposed to fluctuations in quarterly sales volumes and expenses due to seasonal factors, with the second and third quarters typically accounting for the highest sales volumes. These seasonal factors are common in the building products distribution industry.

We are a leading distributor of building products in North America with approximately 1,900 employees. We offer approximately 10,000 products from over 750 suppliers to service more than 11,500 customers nationwide, including dealers, industrial manufacturers, manufactured housing producers and home improvement retailers. We operate our distribution business from sales centers in Atlanta and Denver, and our network of approximately 55 distribution centers.

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Mortgage (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012
Mortgage outstanding principal balance
2012	$ 1,298
2013	2,768
2014	2,952
2015	3,147
2016	225,341
Thereafter

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Employee Benefits (Tables)

6 Months Ended

Jun. 30, 2012

Employee Benefits [Abstract]

Net periodic pension cost

	Second Quarter
	Period from April  1, 2012 to June 30, 2012			Period from April 3, 2011 to July 2, 2011
Service cost	$	469		$	523
Interest cost on projected benefit obligation		1,221			1,152
Expected return on plan assets		(1,224	)		(1,376	)
Amortization of unrecognized loss		519			145
Net periodic pension cost	$	985		$	444

	Six Months Ended
	Period from January  1, 2012 to June 30, 2012			Period from January  2, 2011 to July 2, 2011
Service cost	$	938		$	1,046
Interest cost on projected benefit obligation		2,442			2,304
Expected return on plan assets		(2,448	)		(2,753	)
Amortization of unrecognized loss		1,038			290
Net periodic pension cost	$	1,970		$	887

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Mortgage (Details Textual) (USD $) In Millions, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2012 Buildings Facilities	Dec. 31, 2011
Mortgage (Textual) [Abstract]
Mortgage loan term	10 years
Distribution facilities	52
Number of office building owned by special purpose	1
Mortgage interest rate	6.35%
Payment of indebtedness under the mortgage	$ 38.3
Amount expected to be transferred to the cash trap during the next twelve months	10.8
Debt fees	2.9
Previous ownership percentage required by the Mortgage Lender removed by amendment	51.00%
Increase in restricted cash in 2012	0.3	6.5
Restricted cash used to reduce the mortgage principal	6.5
Mortgage [Member]
Debt Instrument [Line Items]
Mortgage loan	$ 295

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Unaudited Supplemental Consolidating Financial Statements (Tables)

6 Months Ended

Jun. 30, 2012

Unaudited Supplemental Consolidating Financial Statements [Abstract]

Consolidating statement of operations

	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	517,026		$	7,148		$	(7,148	)	$	517,026
Cost of sales		—			453,838			—			—			453,838
Gross profit		—			63,188			7,148			(7,148	)		63,188
Operating expenses:
Selling, general and administrative		696			63,588			—			(7,148	)		57,136
Depreciation and amortization		—			1,304			883			—			2,187
Total operating expenses		696			64,892			883			(7,148	)		59,323
Operating (loss) income		(696	)		(1,704	)		6,265			—			3,865
Non-operating expenses:
Interest expense		—			3,227			4,098			—			7,325
Changes associated with ineffective interest rate swap		—			—			—			—			—
Other expense (income), net		—			50			(1	)		—			49
(Loss) income before provision for income taxes		(696	)		(4,981	)		2,168			—			(3,509	)
Provision for income taxes		42			155			—			—			197
Equity in loss of subsidiaries		(2,968	)		—			—			2,968			—
Net (loss) income	$	(3,706	)	$	(5,136	)	$	2,168		$	2,968		$	(3,706	)

	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	500,810		$	7,429	$	(7,429	)	$	500,810
Cost of sales		—			443,165			—		—			443,165
Gross profit		—			57,645			7,429		(7,429	)		57,645
Operating expenses:
Selling, general and administrative		1,387			62,822			—		(7,429	)		56,780
Depreciation and amortization		—			1,663			961		—			2,624
Total operating expenses		1,387			64,485			961		(7,429	)		59,404
Operating (loss) income		(1,387	)		(6,840	)		6,468		—			(1,759	)
Non-operating expenses:
Interest expense		—			2,980			4,750		—			7,730
Changes associated with ineffective interest rate swap		—			—			—		—			—
Other (income) expense, net		—			133			1		—			134
(Loss) income before provision for income taxes		(1,387	)		(9,953	)		1,717		—			(9,623	)
Provision for income taxes		36			122			—		—			158
Equity in loss of subsidiaries		(8,358	)		—			—		8,358			—
Net (loss) income	$	(9,781	)	$	(10,075	)	$	1,717	$	8,358		$	(9,781	)

	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	970,734		$	14,295		$	(14,295	)	$	970,734
Cost of sales		—			853,314			—			—			853,314
Gross profit		—			117,420			14,295			(14,295	)		117,420
Operating expenses:
Selling, general and administrative		1,709			126,198			(410	)		(14,295	)		113,202
Depreciation and amortization		—			2,679			1,768			—			4,447
Total operating expenses		1,709			128,877			1,358			(14,295	)		117,649
Operating (loss) income		(1,709	)		(11,457	)		12,937			—			(229	)
Non-operating expenses:
Interest expense		—			5,901			8,206			—			14,107
Changes associated with the ineffective interest rate swap		—			—			—			—			—
Other income, net		—			(7	)		(6	)		—			(13	)
(Loss) income before provision for income taxes		(1,709	)		(17,351	)		4,737			—			(14,323	)
Provision for income taxes		102			300			—			—			402
Equity in loss of subsidiaries		(12,914	)		—			—			12,914			—
Net (loss) income	$	(14,725	)	$	(17,651	)	$	4,737		$	12,914		$	(14,725	)

	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	891,414		$	14,857		$	(14,857	)	$	891,414
Cost of sales		—			787,500			—			—			787,500
Gross profit		—			103,914			14,857			(14,857	)		103,914
Operating expenses:
Selling, general and administrative		3,005			124,301			(7,222	)		(14,857	)		105,227
Depreciation and amortization		—			3,647			1,914			—			5,561
Total operating expenses		3,005			127,948			(5,308	)		(14,857	)		110,788
Operating (loss) income		(3,005	)		(24,034	)		20,165			—			(6,874	)
Non-operating expenses:
Interest expense		—			7,292			9,499			—			16,791
Changes associated with the ineffective interest rate swap		—			(1,751	)		—			—			(1,751	)
Other expense (income), net		—			155			(6	)		—			149
(Loss) income before (benefit from) provision for income taxes		(3,005	)		(29,730	)		10,672			—			(22,063	)
Provision for (benefit from) income taxes		681			(637	)		—			—			44
Equity in loss of subsidiaries		(18,421	)		—			—			18,421			—
Net (loss) income	$	(22,107	)	$	(29,093	)	$	10,672		$	18,421		$	(22,107	)

Consolidating balance sheet

	BlueLinx Holdings  Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash	$	27		$	5,124		$	—		$	—		$	5,151
Receivables		—			202,114			—			—			202,114
Inventories		—			235,630			—			—			235,630
Other current assets		603			17,960			8,834			—			27,397
Intercompany receivable		64,795			20,076			—			(84,871	)		—
Total current assets		65,425			480,904			8,834			(84,871	)		470,292
Property and equipment:
Land and land improvements		—			2,935			39,873			—			42,808
Buildings		—			10,476			83,856			—			94,332
Machinery and equipment		—			76,072			—			—			76,072
Construction in progress		—			1,215			—			—			1,215
Property and equipment, at cost		—			90,698			123,729			—			214,427
Accumulated depreciation		—			(72,590	)		(29,677	)		—			(102,267	)
Property and equipment, net		—			18,108			94,052			—			112,160
Investment in subsidiaries		(50,583	)		—			—			50,583			—
Non-current deferred income tax assets		—			382			—			—			382
Other non-current assets		—			11,766			16,056			—			27,822
Total assets	$	14,842		$	511,160		$	118,942		$	(34,288	)	$	610,656
Liabilities:
Current liabilities:
Accounts payable	$	163		$	78,687		$	—		$	—			78,850
Bank overdrafts		—			30,703			—			—			30,703
Accrued compensation		82			6,428			—			—			6,510
Current maturities of long-term debt		—			57,815			2,680			—			60,495
Deferred income taxes, net		—			382			—			—			382
Other current liabilities		—			11,111			1,260			—			12,371
Intercompany payable		20,076			64,795			—			(84,871	)		—
Total current liabilities		20,321			249,921			3,940			(84,871	)		189,311
Non-current liabilities:
Long-term debt		—			148,847			232,825			—			381,672
Other non-current liabilities		—			45,152			—			—			45,152
Total liabilities		20,321			443,920			236,765			(84,871	)		616,135
Stockholders’ (Deficit) Equity/Parent’s Investment		(5,479	)		67,240			(117,823	)		50,583			(5,479	)
Total liabilities and equity	$	14,842		$	511,160		$	118,942		$	(34,288	)	$	610,656

	BlueLinx Holdings  Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash	$	27		$	4,871		$	—		$	—		$	4,898
Receivables		—			138,872			—			—			138,872
Inventories		—			185,577			—			—			185,577
Deferred income tax assets, current		—			—			—			—			—
Other current assets		498			17,882			8,761			—			27,141
Intercompany receivable		67,041			18,482			—			(85,523	)		—
Total current assets		67,566			365,684			8,761			(85,523	)		356,488
Property and equipment:
Land and land improvements		—			2.938			46,624			—			49,562
Buildings		—			10,463			85,189			—			95,652
Machinery and equipment		—			75,508			—			—			75,508
Construction in progress		—			741			—			—			741
Property and equipment, at cost		—			89,650			131,813			—			221,463
Accumulated depreciation		—			(70,426	)		(27,909	)		—			(98,335	)
Property and equipment, net		—			19,224			103,904			—			123,128
Investment in subsidiaries		(40,549	)		—			—			40,549			—
Non-current deferred tax assets, net		—			358			—			—			358
Other non-current assets		—			14,747			9,194			—			23,941
Total assets	$	27,017		$	400,013		$	121,859		$	(44,974	)	$	503,915
Liabilities:
Current liabilities:
Accounts payable	$	161		$	68,639		$	1,428		$	—			70,228
Bank overdrafts		—			22,364			—			—			22,364
Accrued compensation		—			4,496			—			—			4,496
Current maturities of long-term debt		—			—			9,046			—			9,046
Deferred income tax liabilities, net		—			382			—			—			382
Other current liabilities		—			15,205			1,353			—			16,558
Intercompany payable		18,482			67,041			—			(85,523	)		—
Total current liabilities		18,643			178,127			11,827			(85,523	)		123,074
Non-current liabilities:
Long-term debt		—			94,488			234,207			—			328,695
Non-current deferred income tax liabilities		—			—			—			—			—
Other non-current liabilities		—			43,772			—			—			43,772
Total liabilities		18,643			316,387			246,034			(85,523	)		495,541
Stockholders’ equity/parent’s investment		8,374			83,626			(124,175	)		40,549			8,374
Total liabilities and equity	$	27,017		$	400,013		$	121,859		$	(44,974	)	$	503,915

Consolidating statement of cash flows

	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(14,725	)	$	(17,651	)	$	4,737		$	12,914		$	(14,725	)
Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities:
Depreciation and amortization		—			2,679			1,768			—			4,447
Amortization of debt issuance costs		—			1,863			—			—			1,863
Gain from the sale of properties		—			—			(530	)		—			(530	)
Gain from property insurance settlement		—			—			(476	)		—			(476	)
Vacant property charges, net		—			(78	)		—			—			(78	)
Payments on modification of lease agreement		—			(5,000	)		—			—			(5,000	)
Deferred income tax benefit		—			(24	)		—			—			(24	)
Share-based compensation expense					1,420			—			—			1,420
Increase in restricted cash		—			657			—			—			657
Equity in earnings of subsidiaries		12,914			—			—			(12,914	)		—
Changes in assets and liabilities:
Receivables		—			(63,242	)		—			—			(63,242	)
Inventories		—			(50,053	)		—			—			(50,053	)
Accounts payable		3			10,047			—			—			10,050
Changes in other working capital		(23	)		2,988			(7,347	)		—			(4,382	)
Intercompany receivable		2,246			(1,594	)		—			(652	)		—
Intercompany payable		1,594			(2,246	)		—			652			—
Other		—			2,474			7,493			—			9,967
Net cash provided by (used in) operating activities		2,009			(117,760	)		5,645			—			(110,106	)
Cash flows from investing activities:
Investment in subsidiaries		(2,009	)		393			1,616			—			—
Property, plant and equipment investments		—			(2,140	)		—			—			(2,140	)
Proceeds from disposition of assets		—			—			1,915			—			1,915
Net cash (used in) provided by investing activities		(2,009	)		(1,747	)		3,531			—			(225	)
Cash flows from financing activities:
Repurchase of shares to satisfy employee tax withholdings		—			(424	)		—			—			(424	)
Repayments on the revolving credit facilities		—			(201,403	)		—			—			(201,403	)
Borrowings from the revolving credit facilities		—			313,666			—			—			313,666
Payments of principal on mortgage		—			—			(7,747	)		—			(7,747	)
Payments on capital lease obligations		—			(414	)		—			—			(414	)
Increase in bank overdrafts		—			8,339			—			—			8,339
Increase in restricted cash related to the mortgage		—			—			—			—			—
Debt financing costs		—			(4	)		(1,429	)		—			(1,433	)
Intercompany receivable		—			—			—			—			—
Intercompany payable		—			—			—			—			—
Other		—			—			—			—			—
Net cash provided by (used in) financing activities		—			119,760			(9,176	)		—			110,584
Increase in cash		—			253			—			—			253
Balance, beginning of period		27			4,871			—			—			4,898
Balance, end of period	$	27		$	5,124		$	—		$	—		$	5,151
Noncash transactions:
Capital leases	$	—		$	32		$	—		$	—		$	32

	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(22,107	)	$	(29,093	)	$	10,672		$	18,421		$	(22,107	)
Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities:
Depreciation and amortization		—			3,647			1,914			—			5,561
Amortization of debt issuance costs		—			1,094			—			—			1,094
Gain from the sale of properties		—			—			(7,222	)		—			(7,222	)
Changes associated with the ineffective interest rate swap		—			(1,751	)		—			—			(1,751	)
Deferred income tax benefit		—			(214	)		—			—			(214	)
Share-based compensation expense		—			1,137			—			—			1,137
Decrease in restricted cash		—			432			—			—			432
Equity in earnings of subsidiaries		18,421			—			—			(18,421	)		—
Changes in assets and liabilities:
Receivables		—			(86,533	)		—			—			(86,533	)
Inventories		—			(24,404	)		—			—			(24,404	)
Accounts payable		123			32,352			20			—			32,495
Changes in other working capital		(452	)		566			(208	)		(1,244	)		(1,338	)
Intercompany receivable		(249	)		(1,930	)		—			2,179			—
Intercompany payable		1,425			(490	)		—			(935	)		—
Other		17			2,594			(986	)		—			1,625
Net cash (used in) provided by operating activities		(2,822	)		(102,593	)		4,190			—			(101,225	)
Cash flows from investing activities:
Investment in subsidiaries		2,528			—			(2,528	)		—			—
Property, plant and equipment investments		—			(2,523	)		(2,818	)		—			(5,341	)
Proceeds from disposition of assets		—						8,971			—			8,971
Net cash provided by (used in) investing activities		2,528			(2,523	)		3,625			—			3,630
Cash flows from financing activities:
Net transactions with Parent		—			—			—			—			—
Repurchase of common stock		—			—			—			—
Repayments on the revolving credit facilities		—			(171,736	)		—			—			(171,736	)
Borrowings from the revolving credit facilities		—			263,446			—			—			263,446
Payments on capital lease obligations		—			(197	)		—			—			(197	)
Increase in bank overdrafts		—			5,709			—			—			5,709
Increase in restricted cash related to the mortgage		—			—			(7,815	)		—			(7,815	)
Intercompany receivable		—			—			—			—			—
Intercompany payable		—			—			—			—			—
Other		—			—			—			—			—
Net cash provided by (used in) financing activities		—			97,222			(7,815	)		—			89,407
Decrease in cash		(294	)		(7,894	)		—			—			(8,188	)
Balance, beginning of period		384			13,913			—			—			14,297
Balance, end of period	$	90		$	6,019		$	—		$	—		$	6,109
Noncash transactions
Capital leases	$	—		$	2,544		$	—		$	—		$	2,544

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2012

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Revenue Recognition

We recognize revenue when the following criteria are met: persuasive evidence of an agreement exists, delivery has occurred or services have been rendered, our price to the buyer is fixed and determinable and collectability is reasonably assured. Delivery is not considered to have occurred until the customer takes title and assumes the risks and rewards of ownership. The timing of revenue recognition is largely dependent on shipping terms. For sales transactions designated as FOB (free on board) shipping point, revenue is recorded at the time of shipment. For sales transactions designated FOB destination, revenue is recorded when the product is delivered to the customer’s delivery site.

All revenues are recorded at gross. The key indicators used to determine when and how revenue is recorded are as follows:

• We are the primary obligor responsible for fulfillment and all other aspects of the customer relationship.

• Title passes to BlueLinx and we carry all risk of loss related to warehouse and third-party (“reload”) inventory and inventory shipped directly from vendors to our customers.

• We are responsible for all product returns.

• We control the selling price for all channels.

• We select the supplier.

• We bear all credit risk.

In addition, we provide inventory to certain customers through pre-arranged agreements on a consignment basis. Customer consigned inventory is maintained and stored by certain customers; however, ownership and risk of loss remain with us. When the inventory is sold by the customer, we recognize revenue on a gross basis.

All revenues recognized are net of trade allowances, cash discounts and sales returns. Cash discounts and sales returns are estimated using historical experience. Trade allowances are based on the estimated obligations and historical experience.

Cash and Cash Equivalents

Cash and cash equivalents include all highly-liquid investments with maturity dates of less than three months when purchased.

Restricted Cash

We had restricted cash of $19.9 million and $20.6 million at June 30, 2012 and December 31, 2011, respectively. Restricted cash primarily includes amounts held in escrow related to our mortgage and insurance for workers’ compensation, auto liability, and general liability. Restricted cash is included in “Other current assets” and “Other non-current assets” on the accompanying Consolidated Balance Sheets.

The table below provides the balances of each individual component in restricted cash as of June 30, 2012 and December 31, 2011 (in thousands):

	June 30, 2012		December 31, 2011
Cash in escrow:
Mortgage	$	10,011	$	10,011
Insurance		7,901		8,786
Other		2,008		1,779
Total	$	19,920	$	20,576

Allowance for Doubtful Accounts and Related Reserves

We evaluate the collectability of accounts receivable based on numerous factors, including past transaction history with customers and their creditworthiness. We maintain an allowance for doubtful accounts for each aging category on our aged trial balance, which is aged utilizing contractual terms, based on our historical loss experience. This estimate is periodically adjusted when we become aware of specific customers’ inability to meet their financial obligations (e.g., bankruptcy filing or other evidence of liquidity problems). As we determine that specific balances ultimately will be uncollectible, we remove them from our aged trial balance. Additionally, we maintain reserves for cash discounts that we expect customers to earn as well as expected returns. At June 30, 2012 and December 31, 2011, these reserves totaled $4.6 million and $5.1 million, respectively.

Inventory Valuation

Inventories are carried at the lower of cost or market. The cost of all inventories is determined by the moving average cost method. We have included all material charges directly or indirectly incurred in bringing inventory to its existing condition and location. We evaluate our inventory value at the end of each quarter to ensure that first quality, actively moving inventory, when viewed by category, is carried at the lower of cost or market. At June 30, 2012 and December 31, 2011, the market value of our inventory exceeded its cost.

Additionally, we maintain a reserve for the estimated value impairment associated with damaged, excess and obsolete inventory. The damaged, excess and obsolete reserve generally includes discontinued items or inventory that has turn days in excess of 270 days, excluding new items during their product launch. At both June 30, 2012 and December 31, 2011, our damaged, excess and obsolete inventory reserves were $1.5 million.

Consignment Inventory

We enter into consignment inventory agreements with our vendors. This vendor consignment inventory relationship allows us to obtain and store vendor inventory at our warehouses and reload facilities; however, ownership remains with the vendor and risk of loss generally remains with the vendor. When the inventory is sold, we are required to pay the vendor and we take ownership from the vendor and transfer ownership to the customer.

Consideration Received from Vendors and Paid to Customers

Each year, we enter into agreements with many of our vendors providing for inventory purchase rebates, generally based on achievement of specified volume purchasing levels, price protection and various marketing allowances that are common industry practice. We accrue for the receipt of vendor rebates based on purchases, and also reduce inventory value to reflect the net acquisition cost (purchase price less expected purchase rebates). At June 30, 2012 and December 31, 2011, the vendor rebate receivable totaled $8.1 million and $9.0 million, respectively.

In addition, we enter into agreements with many of our customers to offer customer rebates, generally based on achievement of specified volume sales levels and various marketing allowances that are common industry practice. We accrue for the payment of customer rebates based on sales to the customer, and also reduce sales value to reflect the net sales (sales price less expected customer rebates). At June 30, 2012 and December 31, 2011, the customer rebate payable totaled $4.3 million and $7.0 million, respectively.

Loss per Common Share

We calculate our basic loss per share by dividing net loss by the weighted average number of common shares and participating securities outstanding for the period. Restricted stock granted by us to certain management level employees and directors participate in dividends on the same basis as common shares and are non-forfeitable by the holder. The unvested restricted stock contains non-forfeitable rights to dividends or dividend equivalents. As a result, these share-based awards meet the definition of a participating security and are included in the weighted average number of common shares outstanding, pursuant to the two-class method, for the periods that present net income. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that would otherwise have been available to common stockholders. Given that the restricted stockholders do not have a contractual obligation to participate in the losses and the inclusion of such unvested restricted shares in our basic and dilutive per share calculations would be anti-dilutive, we have not included these amounts in our weighted average number of common shares outstanding for periods in which we report a net loss. Therefore, we have not included 3,610,274 and 2,162,724 of unvested shares of restricted stock that had the right to participate in dividends in our basic and dilutive calculations for the first six months of fiscal 2012 and for the first six months of fiscal 2011, respectively.

Except when the effect would be anti-dilutive, the diluted earnings per share calculation includes the dilutive effect of the assumed exercise of stock options using the treasury stock method. Our restricted stock units are settled in cash upon vesting and are considered liability awards. Therefore, these restricted stock units are not included in the computation of the basic and diluted earnings per share.

As we experienced losses in all periods, basic and diluted loss per share are computed by dividing net loss by the weighted average number of common shares outstanding for the period. For the second quarter of fiscal 2012 and for the first six months of fiscal 2012, we excluded 4,515,590 unvested share-based awards, respectively, from the diluted earnings per share calculation because they were anti-dilutive. For the second quarter of fiscal 2011 and for the first six months of fiscal 2011, we excluded 3,079,540 unvested share-based awards, respectively, from the diluted earnings per share calculation because they were anti-dilutive.

Stock-Based Compensation

We have two stock-based compensation plans covering officers, directors, certain employees and consultants: the 2004 Equity Incentive Plan (the “2004 Plan”) and the 2006 Long Term Equity Incentive Plan (the “2006 Plan”). The plans are designed to motivate and retain individuals who are responsible for the attainment of our primary long-term performance goals. The plans provide a means whereby our employees and directors develop a sense of proprietorship and personal involvement in our development and financial success and encourage them to devote their best efforts to our business. Although we do not have a formal policy on the matter, we issue new shares of our common stock to participants, upon the exercise of options or granting of restricted stock, out of the total amount of common shares authorized for issuance under the 2004 Plan and the 2006 Plan. During the first six months of fiscal 2012, the Compensation Committee granted 2,042,835 restricted shares of our common stock to certain of our officers and directors. Restricted shares of 651,484 vested in the first six months of 2012 due to completion of the vesting term.

We recognize compensation expense equal to the grant-date fair value for all share-based payment awards that are expected to vest. This expense is recorded on a straight-line basis over the requisite service period of the entire award, unless the awards are subject to market or performance conditions, in which case we recognize compensation expense over the requisite service period of each separate vesting tranche to the extent the occurrence of such conditions are probable. All compensation expense related to our share-based payment awards is recorded in “Selling, general and administrative” expense in the Consolidated Statements of Operations. For the second quarter of fiscal 2012 and for the first six months of fiscal 2012, our total stock-based compensation expense was $0.7 million and $1.4 million, respectively. For the second quarter of fiscal 2011 and for the first six months of fiscal 2011, our total stock-based compensation expense was $0.4 million and $1.1 million, respectively. We did not recognize related income tax benefits during these periods.

Income Taxes

Deferred income taxes are provided using the liability method. Accordingly, deferred income taxes are recognized for differences between the income tax and financial reporting bases of our assets and liabilities based on enacted tax laws and tax rates applicable to the periods in which the differences are expected to affect taxable income. We recognize a valuation allowance, when based on the weight of all available evidence, we believe it is more likely than not that some or all of our deferred tax assets will not be realized. In evaluating our ability to recover our deferred income tax assets, we considered available positive and negative evidence, including our past operating results, our ability to carryback losses against prior taxable income, the existence of cumulative losses in the most recent years, our forecast of future taxable income and an excess of appreciated assets over the tax basis of our net assets. In estimating future taxable income, we developed assumptions including the amount of future state and federal pretax operating and non-operating income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions required significant judgment about the forecasts of future taxable income. We considered all of the available positive and negative evidence during the second quarter of fiscal 2012 and based on the weight of available evidence, we recorded an additional deferred tax asset and valuation allowance of $1.4 million relating to our current period net operating losses, which resulted in a total net deferred tax asset of $72.4 million with a valuation allowance of a corresponding amount as of June 30, 2012.

If the realization of deferred tax assets in the future is considered more likely than not, a reduction to the valuation allowance related to the deferred tax assets would increase net income in the period such determination is made. The amount of the deferred tax asset considered realizable is based on significant estimates, and it is possible that changes in these estimates could materially affect the financial condition and results of operations. Our effective tax rate may vary from period to period based on changes in estimated taxable income or loss; changes to the valuation allowance; changes to federal or state tax laws; and as a result of acquisitions.

We generally believe that the positions taken on previously filed tax returns are more likely than not to be sustained by the taxing authorities. We have recorded income tax and related interest liabilities where we believe our position may not be sustained. Such amounts are disclosed in Note 5 in our Annual Report on Form 10-K for the year-ended December 31, 2011. There have been nominal changes to our tax positions during the first six months of fiscal 2012.

Impairment of Long-Lived Assets

We consider whether there were indicators of potential impairment on a quarterly basis. Indicators of impairment include current period losses combined with a history of losses, management’s decision to exit a facility, reductions in the fair market value of real properties and changes in other circumstances that indicate the carrying amount of an asset may not be recoverable.

Our evaluation of long-lived assets is performed at the lowest level of identifiable cash flows, which is generally the individual distribution facility. In the event of indicators of impairment, the assets of the distribution facility are evaluated by comparing the facility’s undiscounted cash flows over the estimated useful life of the asset, which ranges between 5-40 years, to its carrying value. If the carrying value is greater than the undiscounted cash flows, an impairment loss is recognized for the difference between the carrying value of the asset and the estimated fair market value. Impairment losses are recorded as a component of “Selling, general and administrative” expenses in the Consolidated Statements of Operations.

Our estimate of undiscounted cash flows is subject to assumptions that affect estimated operating income at a distribution facility level. These assumptions are related to future sales, margin growth rates, economic conditions, market competition and inflation. In the event that undiscounted cash flows do not exceed the carrying value of a facility, our estimates of fair market value are generally based on market appraisals and our experience with related market transactions. We use a two year average of cash flows based on 2012 net income before interest and tax expense, depreciation and amortization expense, and other non-cash charges (“EBITDA”) and 2013 projected EBITDA, which includes a growth factor assumption, to estimate undiscounted cash flows. These assumptions used to determine impairment are considered to be level 3 measurements in the fair value hierarchy as defined in Note 13 of the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

No impairment indicators appear to be present that would result in reductions to our December 31, 2011 projected undiscounted cash flows, which exceeded our carrying value in all cases during the performance of our December 31, 2011 impairment analysis.

During the first quarter of fiscal 2011 our Newtown, Connecticut facility was damaged due to severe winter weather. As a result of the damage to the facility and its contents we have received approximately $5.8 million in proceeds from the insurance company comprised of $2.2 million related to the damaged building, $2.4 million related to damaged and destroyed inventory and $1.2 million related to the recovery of additional expenses incurred as a result of the damage. Cash received related to the damaged building was classified as an investing cash inflow in our Consolidated Statement of Cash Flows for the fiscal year ended December 31, 2011 and used to reduce the principal of our mortgage, which was classified as a financing cash outflow. All other cash inflows related to the insurance settlement were classified as operating cash flows in our Consolidated Statement of Cash Flows in the appropriate period. The majority of the remaining cash inflows were used to fund costs incurred related to the Newtown loss. We recognized a $1.4 million gain in fiscal 2011 of which $1.2 million related to the damaged building and $0.2 million related to the recovery of gross margin on the inventory. We recorded an additional gain of $0.5 million related to the damaged building during the second quarter of 2012. We recorded all gains related to the events above at the time the recovery of the minimum expected proceeds under our insurance policy became probable and was estimable. These gains were recorded in “Selling, general and administrative expenses” in our Consolidated Statement of Operations.

Self-Insurance

It is our policy to self-insure, up to certain limits, traditional risks including workers’ compensation, comprehensive general liability, and auto liability. Our self-insured deductible for each claim involving workers’ compensation, comprehensive general liability (including product liability claims), and auto liability is limited to $0.8 million, $0.8 million, and $2.0 million, respectively. We are also self-insured up to certain limits for certain other insurable risks, primarily physical loss to property ($0.1 million per occurrence) and the majority of our medical benefit plans ($0.3 million per occurrence). Insurance coverage is maintained for catastrophic property and casualty exposures as well as those risks required to be insured by law or contract. A provision for claims under this self-insured program, based on our estimate of the aggregate liability for claims incurred, is revised annually. The estimate is derived from both internal and external sources including but not limited to actuarial estimates. The actuarial estimates are subject to uncertainty from various sources, including, among others, changes in claim reporting patterns, claim settlement patterns, judicial decisions, legislation, and economic conditions. Although, we believe that the actuarial estimates are reasonable, significant differences related to the items noted above could materially affect our self-insurance obligations, future expense and cash flow. At June 30, 2012 and December 31, 2011, the self-insurance reserves totaled $7.8 million and $7.6 million, respectively.

New Accounting Standards

In May 2011, the FASB issued guidance which amends existing US GAAP fair value measurement and disclosure guidance to converge US GAAP and International Financial Reporting Standards (“IFRS”) requirements for measuring amounts at fair value as well as disclosures about these measurements. This guidance is effective during interim and annual periods beginning after December 15, 2011. This guidance did not have a material impact on our financial statements and disclosures.

In June 2011, the FASB issued guidance which eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The update also requires the presentation of a single statement of comprehensive income or consecutive presentation of the statement of income and the statement of comprehensive income, if a company elects to present two separate statements. Finally, reclassification adjustments from other comprehensive income to net income are required to be presented on the face of the financial statements. The new guidance and subsequent amendment are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. We have formally adopted this guidance during fiscal 2012 and presented the total of comprehensive loss, the components of net loss and the components of other comprehensive loss in a single continuous statement on the face of the Consolidated Statements of Operations and Comprehensive Loss.

There were no other accounting pronouncements adopted during the first six months of 2012 that had a material impact on our financial statements.

Reclassifications

During fiscal 2012, we reclassified certain amounts previously classified as “Property, plant and equipment investments” in the “Cash flows from investing activities” section of the Consolidated Statements of Cash Flows to “Other” changes in the “Cash flows from operating activities” section of the Consolidated Statements of Cash Flows. To conform the historical presentation to the current and future presentation, we reclassified similar items in prior periods from “Net cash (used in) provided by investing activities” to “Net cash used in operating activities” in our Consolidated Statements of Cash Flows.

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 5,151	$ 4,898
Receivables, net	202,114	138,872
Inventories, net	235,630	185,577
Other current assets	27,397	27,141
Total current assets	470,292	356,488
Property, plant, and equipment:
Land and land improvements	42,808	49,562
Buildings	94,332	95,652
Machinery and equipment	76,072	75,508
Construction in progress	1,215	741
Property, plant, and equipment, at cost	214,427	221,463
Accumulated depreciation	(102,267)	(98,335)
Property, plant, and equipment, net	112,160	123,128
Non-current deferred income tax assets, net	382	358
Other non-current assets	27,822	23,941
Total assets	610,656	503,915
Current liabilities:
Accounts payable	78,850	70,228
Bank overdrafts	30,703	22,364
Accrued compensation	6,510	4,496
Current maturities of long-term debt	60,495	9,046
Deferred income taxes, net	382	382
Other current liabilities	12,371	16,558
Total current liabilities	189,311	123,074
Non-current liabilities:
Long-term debt	381,672	328,695
Other non-current liabilities	45,152	43,772
Total liabilities	616,135	495,541
Stockholders' (Deficit) Equity:
Common Stock, $0.01 par value, 200,000,000 and 100,000,000 shares authorized at June 30, 2012 and December 31, 2011, respectively; 63,699,387 and 62,012,962 shares issued at June 30, 2012 and December 31, 2011, respectively.	637	620
Additional paid-in capital	208,457	207,626
Accumulated other comprehensive loss	(21,873)	(21,900)
Accumulated deficit	(192,700)	(177,972)
Total stockholders' (deficit) equity	(5,479)	8,374
Total liabilities and stockholders' (deficit) equity	$ 610,656	$ 503,915

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Subsequent Events

6 Months Ended

Jun. 30, 2012

Subsequent Events [Abstract]

Subsequent Events

12. Subsequent Events

We are not aware of any additional significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on our Consolidated Financial Statements.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2012	Aug. 02, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	BlueLinx Holdings Inc.
Entity Central Index Key	0001301787
Document Type	10-Q
Document Period End Date	Jun. 30, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		63,698,287

XML

Unaudited Supplemental Consolidating Financial Statements

6 Months Ended

Jun. 30, 2012

Unaudited Supplemental Consolidating Financial Statements [Abstract]

Unaudited Supplemental Consolidating Financial Statements

13. Unaudited Supplemental Consolidating Financial Statements

The condensed consolidating financial information as of June 30, 2012 and December 31, 2011 and for the second quarters and first half of fiscal 2012 and fiscal 2011 is provided due to restrictions in our revolving credit facility that limit distributions by BlueLinx Corporation, our operating company and our wholly-owned subsidiary, to us, which, in turn, may limit our ability to pay dividends to holders of our common stock (see our Annual Report on Form 10-K for the year ended December 31, 2011, for a more detailed discussion of these restrictions and the terms of the facility). Also included in the supplemental condensed consolidated financial statements are fifty-six single member limited liability companies, which are wholly owned by us (the “LLC subsidiaries”). The LLC subsidiaries own certain warehouse properties that are occupied by BlueLinx Corporation, each under the terms of a master lease agreement. The warehouse properties collateralize a mortgage loan and are not available to satisfy the debts and other obligations of either us or BlueLinx Corporation.

The consolidating statement of operations for BlueLinx Holdings Inc. for the period from April 1, 2012 to June 30, 2012 follows (in thousands):

	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	517,026		$	7,148		$	(7,148	)	$	517,026
Cost of sales		—			453,838			—			—			453,838
Gross profit		—			63,188			7,148			(7,148	)		63,188
Operating expenses:
Selling, general and administrative		696			63,588			—			(7,148	)		57,136
Depreciation and amortization		—			1,304			883			—			2,187
Total operating expenses		696			64,892			883			(7,148	)		59,323
Operating (loss) income		(696	)		(1,704	)		6,265			—			3,865
Non-operating expenses:
Interest expense		—			3,227			4,098			—			7,325
Changes associated with ineffective interest rate swap		—			—			—			—			—
Other expense (income), net		—			50			(1	)		—			49
(Loss) income before provision for income taxes		(696	)		(4,981	)		2,168			—			(3,509	)
Provision for income taxes		42			155			—			—			197
Equity in loss of subsidiaries		(2,968	)		—			—			2,968			—
Net (loss) income	$	(3,706	)	$	(5,136	)	$	2,168		$	2,968		$	(3,706	)

The consolidating statement of operations for BlueLinx Holdings Inc. for the period from April 3, 2011 to July 2, 2011 follows (in thousands):

	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	500,810		$	7,429	$	(7,429	)	$	500,810
Cost of sales		—			443,165			—		—			443,165
Gross profit		—			57,645			7,429		(7,429	)		57,645
Operating expenses:
Selling, general and administrative		1,387			62,822			—		(7,429	)		56,780
Depreciation and amortization		—			1,663			961		—			2,624
Total operating expenses		1,387			64,485			961		(7,429	)		59,404
Operating (loss) income		(1,387	)		(6,840	)		6,468		—			(1,759	)
Non-operating expenses:
Interest expense		—			2,980			4,750		—			7,730
Changes associated with ineffective interest rate swap		—			—			—		—			—
Other (income) expense, net		—			133			1		—			134
(Loss) income before provision for income taxes		(1,387	)		(9,953	)		1,717		—			(9,623	)
Provision for income taxes		36			122			—		—			158
Equity in loss of subsidiaries		(8,358	)		—			—		8,358			—
Net (loss) income	$	(9,781	)	$	(10,075	)	$	1,717	$	8,358		$	(9,781	)

The consolidating statement of operations for BlueLinx Holdings Inc. for the period from January 1, 2012 to June 30, 2012 follows (in thousands):

	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	970,734		$	14,295		$	(14,295	)	$	970,734
Cost of sales		—			853,314			—			—			853,314
Gross profit		—			117,420			14,295			(14,295	)		117,420
Operating expenses:
Selling, general and administrative		1,709			126,198			(410	)		(14,295	)		113,202
Depreciation and amortization		—			2,679			1,768			—			4,447
Total operating expenses		1,709			128,877			1,358			(14,295	)		117,649
Operating (loss) income		(1,709	)		(11,457	)		12,937			—			(229	)
Non-operating expenses:
Interest expense		—			5,901			8,206			—			14,107
Changes associated with the ineffective interest rate swap		—			—			—			—			—
Other income, net		—			(7	)		(6	)		—			(13	)
(Loss) income before provision for income taxes		(1,709	)		(17,351	)		4,737			—			(14,323	)
Provision for income taxes		102			300			—			—			402
Equity in loss of subsidiaries		(12,914	)		—			—			12,914			—
Net (loss) income	$	(14,725	)	$	(17,651	)	$	4,737		$	12,914		$	(14,725	)

The consolidating statement of operations for BlueLinx Holdings Inc. for the period from January 2, 2011 to July 2, 2011 follows (in thousands):

	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	891,414		$	14,857		$	(14,857	)	$	891,414
Cost of sales		—			787,500			—			—			787,500
Gross profit		—			103,914			14,857			(14,857	)		103,914
Operating expenses:
Selling, general and administrative		3,005			124,301			(7,222	)		(14,857	)		105,227
Depreciation and amortization		—			3,647			1,914			—			5,561
Total operating expenses		3,005			127,948			(5,308	)		(14,857	)		110,788
Operating (loss) income		(3,005	)		(24,034	)		20,165			—			(6,874	)
Non-operating expenses:
Interest expense		—			7,292			9,499			—			16,791
Changes associated with the ineffective interest rate swap		—			(1,751	)		—			—			(1,751	)
Other expense (income), net		—			155			(6	)		—			149
(Loss) income before (benefit from) provision for income taxes		(3,005	)		(29,730	)		10,672			—			(22,063	)
Provision for (benefit from) income taxes		681			(637	)		—			—			44
Equity in loss of subsidiaries		(18,421	)		—			—			18,421			—
Net (loss) income	$	(22,107	)	$	(29,093	)	$	10,672		$	18,421		$	(22,107	)

The consolidating balance sheet for BlueLinx Holdings Inc. as of June 30, 2012 follows (in thousands):

	BlueLinx Holdings  Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash	$	27		$	5,124		$	—		$	—		$	5,151
Receivables		—			202,114			—			—			202,114
Inventories		—			235,630			—			—			235,630
Other current assets		603			17,960			8,834			—			27,397
Intercompany receivable		64,795			20,076			—			(84,871	)		—
Total current assets		65,425			480,904			8,834			(84,871	)		470,292
Property and equipment:
Land and land improvements		—			2,935			39,873			—			42,808
Buildings		—			10,476			83,856			—			94,332
Machinery and equipment		—			76,072			—			—			76,072
Construction in progress		—			1,215			—			—			1,215
Property and equipment, at cost		—			90,698			123,729			—			214,427
Accumulated depreciation		—			(72,590	)		(29,677	)		—			(102,267	)
Property and equipment, net		—			18,108			94,052			—			112,160
Investment in subsidiaries		(50,583	)		—			—			50,583			—
Non-current deferred income tax assets		—			382			—			—			382
Other non-current assets		—			11,766			16,056			—			27,822
Total assets	$	14,842		$	511,160		$	118,942		$	(34,288	)	$	610,656
Liabilities:
Current liabilities:
Accounts payable	$	163		$	78,687		$	—		$	—			78,850
Bank overdrafts		—			30,703			—			—			30,703
Accrued compensation		82			6,428			—			—			6,510
Current maturities of long-term debt		—			57,815			2,680			—			60,495
Deferred income taxes, net		—			382			—			—			382
Other current liabilities		—			11,111			1,260			—			12,371
Intercompany payable		20,076			64,795			—			(84,871	)		—
Total current liabilities		20,321			249,921			3,940			(84,871	)		189,311
Non-current liabilities:
Long-term debt		—			148,847			232,825			—			381,672
Other non-current liabilities		—			45,152			—			—			45,152
Total liabilities		20,321			443,920			236,765			(84,871	)		616,135
Stockholders’ (Deficit) Equity/Parent’s Investment		(5,479	)		67,240			(117,823	)		50,583			(5,479	)
Total liabilities and equity	$	14,842		$	511,160		$	118,942		$	(34,288	)	$	610,656

The consolidating balance sheet for BlueLinx Holdings Inc. as of December 31, 2011 follows (in thousands):

	BlueLinx Holdings  Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash	$	27		$	4,871		$	—		$	—		$	4,898
Receivables		—			138,872			—			—			138,872
Inventories		—			185,577			—			—			185,577
Deferred income tax assets, current		—			—			—			—			—
Other current assets		498			17,882			8,761			—			27,141
Intercompany receivable		67,041			18,482			—			(85,523	)		—
Total current assets		67,566			365,684			8,761			(85,523	)		356,488
Property and equipment:
Land and land improvements		—			2.938			46,624			—			49,562
Buildings		—			10,463			85,189			—			95,652
Machinery and equipment		—			75,508			—			—			75,508
Construction in progress		—			741			—			—			741
Property and equipment, at cost		—			89,650			131,813			—			221,463
Accumulated depreciation		—			(70,426	)		(27,909	)		—			(98,335	)
Property and equipment, net		—			19,224			103,904			—			123,128
Investment in subsidiaries		(40,549	)		—			—			40,549			—
Non-current deferred tax assets, net		—			358			—			—			358
Other non-current assets		—			14,747			9,194			—			23,941
Total assets	$	27,017		$	400,013		$	121,859		$	(44,974	)	$	503,915
Liabilities:
Current liabilities:
Accounts payable	$	161		$	68,639		$	1,428		$	—			70,228
Bank overdrafts		—			22,364			—			—			22,364
Accrued compensation		—			4,496			—			—			4,496
Current maturities of long-term debt		—			—			9,046			—			9,046
Deferred income tax liabilities, net		—			382			—			—			382
Other current liabilities		—			15,205			1,353			—			16,558
Intercompany payable		18,482			67,041			—			(85,523	)		—
Total current liabilities		18,643			178,127			11,827			(85,523	)		123,074
Non-current liabilities:
Long-term debt		—			94,488			234,207			—			328,695
Non-current deferred income tax liabilities		—			—			—			—			—
Other non-current liabilities		—			43,772			—			—			43,772
Total liabilities		18,643			316,387			246,034			(85,523	)		495,541
Stockholders’ equity/parent’s investment		8,374			83,626			(124,175	)		40,549			8,374
Total liabilities and equity	$	27,017		$	400,013		$	121,859		$	(44,974	)	$	503,915

The consolidating statement of cash flows for BlueLinx Holdings Inc. for the period from January 1, 2012 to June 30, 2012 follows (in thousands):

	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(14,725	)	$	(17,651	)	$	4,737		$	12,914		$	(14,725	)
Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities:
Depreciation and amortization		—			2,679			1,768			—			4,447
Amortization of debt issuance costs		—			1,863			—			—			1,863
Gain from the sale of properties		—			—			(530	)		—			(530	)
Gain from property insurance settlement		—			—			(476	)		—			(476	)
Vacant property charges, net		—			(78	)		—			—			(78	)
Payments on modification of lease agreement		—			(5,000	)		—			—			(5,000	)
Deferred income tax benefit		—			(24	)		—			—			(24	)
Share-based compensation expense					1,420			—			—			1,420
Increase in restricted cash		—			657			—			—			657
Equity in earnings of subsidiaries		12,914			—			—			(12,914	)		—
Changes in assets and liabilities:
Receivables		—			(63,242	)		—			—			(63,242	)
Inventories		—			(50,053	)		—			—			(50,053	)
Accounts payable		3			10,047			—			—			10,050
Changes in other working capital		(23	)		2,988			(7,347	)		—			(4,382	)
Intercompany receivable		2,246			(1,594	)		—			(652	)		—
Intercompany payable		1,594			(2,246	)		—			652			—
Other		—			2,474			7,493			—			9,967
Net cash provided by (used in) operating activities		2,009			(117,760	)		5,645			—			(110,106	)
Cash flows from investing activities:
Investment in subsidiaries		(2,009	)		393			1,616			—			—
Property, plant and equipment investments		—			(2,140	)		—			—			(2,140	)
Proceeds from disposition of assets		—			—			1,915			—			1,915
Net cash (used in) provided by investing activities		(2,009	)		(1,747	)		3,531			—			(225	)
Cash flows from financing activities:
Repurchase of shares to satisfy employee tax withholdings		—			(424	)		—			—			(424	)
Repayments on the revolving credit facilities		—			(201,403	)		—			—			(201,403	)
Borrowings from the revolving credit facilities		—			313,666			—			—			313,666
Payments of principal on mortgage		—			—			(7,747	)		—			(7,747	)
Payments on capital lease obligations		—			(414	)		—			—			(414	)
Increase in bank overdrafts		—			8,339			—			—			8,339
Increase in restricted cash related to the mortgage		—			—			—			—			—
Debt financing costs		—			(4	)		(1,429	)		—			(1,433	)
Intercompany receivable		—			—			—			—			—
Intercompany payable		—			—			—			—			—
Other		—			—			—			—			—
Net cash provided by (used in) financing activities		—			119,760			(9,176	)		—			110,584
Increase in cash		—			253			—			—			253
Balance, beginning of period		27			4,871			—			—			4,898
Balance, end of period	$	27		$	5,124		$	—		$	—		$	5,151
Noncash transactions:
Capital leases	$	—		$	32		$	—		$	—		$	32

The consolidating statement of cash flows for BlueLinx Holdings Inc. for the period from January 2, 2011 to July 2, 2011 follows (in thousands):

	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(22,107	)	$	(29,093	)	$	10,672		$	18,421		$	(22,107	)
Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities:
Depreciation and amortization		—			3,647			1,914			—			5,561
Amortization of debt issuance costs		—			1,094			—			—			1,094
Gain from the sale of properties		—			—			(7,222	)		—			(7,222	)
Changes associated with the ineffective interest rate swap		—			(1,751	)		—			—			(1,751	)
Deferred income tax benefit		—			(214	)		—			—			(214	)
Share-based compensation expense		—			1,137			—			—			1,137
Decrease in restricted cash		—			432			—			—			432
Equity in earnings of subsidiaries		18,421			—			—			(18,421	)		—
Changes in assets and liabilities:
Receivables		—			(86,533	)		—			—			(86,533	)
Inventories		—			(24,404	)		—			—			(24,404	)
Accounts payable		123			32,352			20			—			32,495
Changes in other working capital		(452	)		566			(208	)		(1,244	)		(1,338	)
Intercompany receivable		(249	)		(1,930	)		—			2,179			—
Intercompany payable		1,425			(490	)		—			(935	)		—
Other		17			2,594			(986	)		—			1,625
Net cash (used in) provided by operating activities		(2,822	)		(102,593	)		4,190			—			(101,225	)
Cash flows from investing activities:
Investment in subsidiaries		2,528			—			(2,528	)		—			—
Property, plant and equipment investments		—			(2,523	)		(2,818	)		—			(5,341	)
Proceeds from disposition of assets		—						8,971			—			8,971
Net cash provided by (used in) investing activities		2,528			(2,523	)		3,625			—			3,630
Cash flows from financing activities:
Net transactions with Parent		—			—			—			—			—
Repurchase of common stock		—			—			—			—
Repayments on the revolving credit facilities		—			(171,736	)		—			—			(171,736	)
Borrowings from the revolving credit facilities		—			263,446			—			—			263,446
Payments on capital lease obligations		—			(197	)		—			—			(197	)
Increase in bank overdrafts		—			5,709			—			—			5,709
Increase in restricted cash related to the mortgage		—			—			(7,815	)		—			(7,815	)
Intercompany receivable		—			—			—			—			—
Intercompany payable		—			—			—			—			—
Other		—			—			—			—			—
Net cash provided by (used in) financing activities		—			97,222			(7,815	)		—			89,407
Decrease in cash		(294	)		(7,894	)		—			—			(8,188	)
Balance, beginning of period		384			13,913			—			—			14,297
Balance, end of period	$	90		$	6,019		$	—		$	—		$	6,109
Noncash transactions
Capital leases	$	—		$	2,544		$	—		$	—		$	2,544

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Consolidated Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Consolidated Balance Sheets [Abstract]
Common Stock, par value	$ 0.01	$ 0.01
Common Stock, shares authorized	200,000,000	100,000,000
Common Stock, shares issued	63,699,387	62,012,962

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Mortgage

6 Months Ended

Jun. 30, 2012

Mortgage [Abstract]

Mortgage

7. Mortgage

We have a $295 million mortgage loan with the German American Capital Corporation. The mortgage has a term of ten years and is secured by 52 distribution facilities and 1 office building owned by the special purpose entities. The stated interest rate on the mortgage is fixed at 6.35%. German American Capital Corporation assigned half of its interest in the mortgage loan to Wachovia Bank, National Association and both lenders securitized their Notes in separate commercial mortgage backed securities pools in 2006.

On July 14, 2011, we entered into an amendment to the mortgage which (i) eliminated the requirement to obtain lender approval for any transfer of equity interests that would reduce Cerberus ABP Investor LLC’s ownership in the Company and certain of our subsidiaries, directly or indirectly, to less than 51%, (ii) provided for the immediate prepayment of $38.3 million of the indebtedness under the mortgage without incurring a prepayment premium from funds currently held as collateral under the mortgage and, if certain conditions are met, will allow for an additional prepayment on or after July 30, 2014 from funds held as collateral without incurrence of a prepayment premium, (iii) allow us, at the lenders’ reasonable discretion, to use a portion of the cash held as collateral under the mortgage for specified alterations, repairs, replacements and other improvements to the mortgaged properties, and (iv) in the event certain financial conditions are met and the Company extends the Amended and Restated Master Lease by and among certain of our subsidiaries with respect to properties covered by the mortgage for an additional five years, we may request the lenders to disburse to the Company a portion of the cash held as collateral under the mortgage. In conjunction with the modification of our mortgage agreement we incurred approximately $2.9 million in debt fees that were capitalized and are being amortized over the remaining term of the mortgage.

Under the terms of our mortgage, we are required to transfer certain funds to be held as collateral (the “cash trap”). We expect to transfer $10.8 million to the cash trap during the next twelve month period.

During fiscal 2012, we sold certain parcels of excess land. As a result of the sale of one of these parcels, we increased the amount of restricted cash required to be held as of a result of our mortgage by $0.3 million. During fiscal 2011, we sold certain real properties that ceased operations. As a result of the sale of these properties during fiscal 2011, we increased the restricted cash related to our mortgage by $6.5 million. Restricted cash of $6.5 million was used to reduce the mortgage principal in January of fiscal 2012.

The mortgage loan required interest-only payments through June 2011, at which time we began making payments on the outstanding principal balance. The balance of the loan outstanding at the end of ten years will then become due and payable. The principal will be paid in the following increments (in thousands):

2012	$	1,298
2013	$	2,768
2014	$	2,952
2015	$	3,147
2016	$	225,341
Thereafter		—

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Revolving Credit Facilities

6 Months Ended

Jun. 30, 2012

Revolving Credit Facilities [Abstract]

Revolving Credit Facilities

6. Revolving Credit Facilities

We have a revolving credit facility agreement (the “U.S. revolving credit facility) with Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association, dated August 4, 2006, as amended. The U.S. revolving credit facility agreement has a final maturity of January 7, 2014 and maximum availability of $400 million. The U.S. revolving credit facility also includes an additional $100 million uncommitted accordion credit facility, which will permit us to increase the maximum borrowing capacity up to $500 million.

As of June 30, 2012, we had outstanding borrowings of $203.2 million and excess availability of $103.7 million under the terms of our U.S. revolving credit facility. The interest rate on the U.S. revolving credit facility was 4.0% at June 30, 2012. As of December 31, 2011, we had outstanding borrowings of $93.4 million and excess availability of $115.7 million under the terms of our U.S. revolving credit facility. The interest rate on the U.S. revolving credit facility was 4.2% at December 31, 2011. As of June 30, 2012 and December 31, 2011, we had outstanding letters of credit totaling $2.0 million and $2.7 million, respectively, for the purposes of securing collateral requirements under casualty insurance programs and for guaranteeing lease and certain other obligations. The $2.0 million in outstanding letters of credit as of June 30, 2012 does not include an additional $1.0 million fully collateralized letter of credit securing certain insurance obligations.

On May 10, 2011, we entered into an amendment to our U.S. revolving credit facility, which became effective on July 29, 2011, following the successful completion of the rights offering described below. Certain components of the borrowing base calculation and excess liquidity calculation were adjusted as part of this amendment. The most significant of the changes included in the amendment are described in the discussion of the terms and covenants of the U.S. revolving credit facility below.

As of June 30, 2012, our U.S. revolving credit facility contains customary negative covenants and restrictions for asset based loans, including a requirement that we maintain a fixed charge coverage ratio of 1.1 to 1.0 in the event our excess availability falls below the greater of $30 million or the amount equal to 15% of the lesser of the borrowing base or $400 million (the “Excess Availability Threshold”). We are required to maintain the Excess Availability Threshold in order to avoid being required to meet certain financial ratios and triggering additional limits on capital expenditures. The amount of our eligible accounts receivable included in the calculation of the borrowing base is 87.5%. Under the amended U.S. revolving credit facility agreement, the applicable percentage of the net liquidation value of our eligible inventory included in the calculation of the borrowing base is 90% for the periods January to March 2012 and January to March 2013, subject to specified EBITDA targets. The percentage of the net liquidation value of our eligible inventory included in the borrowing remains the same as under the original agreement outside of the time period just specified. Also included in the calculation of our excess availability is certain cash on the balance sheet, which is subject to a deposit account control agreement. The fixed charge coverage ratio is calculated as EBITDA divided by the sum of cash payments for income taxes, interest expense, cash dividends, principal payments on debt, and capital expenditures. EBITDA is defined as BlueLinx Corporation’s net income before interest and tax expense, depreciation and amortization expense, and other non-cash charges. The fixed charge coverage ratio requirement only applies to us when excess availability under our amended U.S. revolving credit facility is less than the Excess Availability Threshold on any date. As of June 30, 2012 and through the time of the filing of this Form 10-Q, we were in compliance with all covenants. We had $103.7 million and $115.7 million of availability as of June 30, 2012 and December 31, 2011, respectively. Our lowest level of fiscal month-end availability in the last three years as of June 30, 2012 was $94.0 million on July 2, 2011. We do not anticipate our excess availability in fiscal 2012 will drop below the Excess Availability Threshold. Should our excess availability fall below the Excess Availability Threshold on any date, however, we would not meet the required fixed charge coverage ratio covenant with our current operating results. In the event that excess availability falls below the Excess Availability Threshold and we do not meet the fixed charge coverage ratio the U.S. revolving credit facility gives the lenders the right to dominion of our bank accounts. This would not make the underlying debt callable by the lender and may not change our ability to borrow on the U.S. revolving credit facility. However, we would be required to reclassify the “Long-term debt” to “Current maturities of long-term debt” on our Consolidated Balance Sheet. In addition, we must maintain a springing lock-box arrangement where customer remittances go directly to a lock-box maintained by our lenders and then are forwarded to our general bank accounts. Our outstanding borrowings are not reduced by these payments unless our excess availability falls below the greater of $35 million or the amount equal to 15% of the lesser of the borrowing base or $400 million on any date or in the event of default. Our amended U.S. revolving credit facility does not contain a subjective acceleration clause, which would allow our lenders to accelerate the scheduled maturities of our debt or to cancel our agreement.

On July 22, 2011, we concluded an offering of our common stock to our stockholders, pursuant to which we distributed to our common stockholders transferable rights to subscribe for and purchase up to $60 million of our common stock. The rights offering was fully subscribed and resulted in gross proceeds of approximately $60 million. The majority of the proceeds from the rights offering were used to pay down the U.S. revolving credit facility. A payment on the U.S. revolving credit facility of $50.0 million was made on July 29, 2011 and an additional payment of $6.0 million was made on August 1, 2011.

On August 12, 2011, our subsidiary BlueLinx Building Products Canada Ltd. (“BlueLinx Canada”) entered into a revolving credit agreement (the “Canadian revolving credit facility”) with CIBC Asset-Based Lending Inc., as lender, administrative agent and collateral agent (the “Agent”). The maturity date of this agreement is August 12, 2014. As of June 30, 2012, we had outstanding borrowings of $3.5 million and excess availability of $1.7 million under the terms of our Canadian revolving credit facility. The interest rate on the Canadian revolving credit facility was 4.0% at June 30, 2012. As of December 31, 2011, we had outstanding borrowings of $1.1 million and excess availability of $2.6 million under the terms of our Canadian revolving credit facility. The interest rate on the Canadian revolving credit facility was 4.0% at December 31, 2011. The Canadian revolving credit facility contains customary covenants and events of default for asset-based credit agreements of this type, including the requirement for BlueLinx Canada to maintain a minimum adjusted tangible net worth of $3.9 million and for that entity’s capital expenditures not to exceed 120% of the amount budgeted in a given year. As of June 30, 2012 and through the time of the filing of this Form 10-Q, we were in compliance with all covenants.

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Mortgage (Tables)

6 Months Ended

Jun. 30, 2012

Mortgage [Abstract]

Mortgage outstanding principal balance

2012	$	1,298
2013	$	2,768
2014	$	2,952
2015	$	3,147
2016	$	225,341
Thereafter		—

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2012

Summary of Significant Accounting Policies [Abstract]

Revenue Recognition

Revenue Recognition

We recognize revenue when the following criteria are met: persuasive evidence of an agreement exists, delivery has occurred or services have been rendered, our price to the buyer is fixed and determinable and collectability is reasonably assured. Delivery is not considered to have occurred until the customer takes title and assumes the risks and rewards of ownership. The timing of revenue recognition is largely dependent on shipping terms. For sales transactions designated as FOB (free on board) shipping point, revenue is recorded at the time of shipment. For sales transactions designated FOB destination, revenue is recorded when the product is delivered to the customer’s delivery site.

All revenues are recorded at gross. The key indicators used to determine when and how revenue is recorded are as follows:

• We are the primary obligor responsible for fulfillment and all other aspects of the customer relationship.

• Title passes to BlueLinx and we carry all risk of loss related to warehouse and third-party (“reload”) inventory and inventory shipped directly from vendors to our customers.

• We are responsible for all product returns.

• We control the selling price for all channels.

• We select the supplier.

• We bear all credit risk.

In addition, we provide inventory to certain customers through pre-arranged agreements on a consignment basis. Customer consigned inventory is maintained and stored by certain customers; however, ownership and risk of loss remain with us. When the inventory is sold by the customer, we recognize revenue on a gross basis.

All revenues recognized are net of trade allowances, cash discounts and sales returns. Cash discounts and sales returns are estimated using historical experience. Trade allowances are based on the estimated obligations and historical experience.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents include all highly-liquid investments with maturity dates of less than three months when purchased.

Restricted Cash

Restricted Cash

We had restricted cash of $19.9 million and $20.6 million at June 30, 2012 and December 31, 2011, respectively. Restricted cash primarily includes amounts held in escrow related to our mortgage and insurance for workers’ compensation, auto liability, and general liability. Restricted cash is included in “Other current assets” and “Other non-current assets” on the accompanying Consolidated Balance Sheets.

Allowance for Doubtful Accounts and Related Reserves

Allowance for Doubtful Accounts and Related Reserves

We evaluate the collectability of accounts receivable based on numerous factors, including past transaction history with customers and their creditworthiness. We maintain an allowance for doubtful accounts for each aging category on our aged trial balance, which is aged utilizing contractual terms, based on our historical loss experience. This estimate is periodically adjusted when we become aware of specific customers’ inability to meet their financial obligations (e.g., bankruptcy filing or other evidence of liquidity problems). As we determine that specific balances ultimately will be uncollectible, we remove them from our aged trial balance. Additionally, we maintain reserves for cash discounts that we expect customers to earn as well as expected returns. At June 30, 2012 and December 31, 2011, these reserves totaled $4.6 million and $5.1 million, respectively.

Inventory Valuation

Inventory Valuation

Inventories are carried at the lower of cost or market. The cost of all inventories is determined by the moving average cost method. We have included all material charges directly or indirectly incurred in bringing inventory to its existing condition and location. We evaluate our inventory value at the end of each quarter to ensure that first quality, actively moving inventory, when viewed by category, is carried at the lower of cost or market. At June 30, 2012 and December 31, 2011, the market value of our inventory exceeded its cost.

Additionally, we maintain a reserve for the estimated value impairment associated with damaged, excess and obsolete inventory. The damaged, excess and obsolete reserve generally includes discontinued items or inventory that has turn days in excess of 270 days, excluding new items during their product launch. At both June 30, 2012 and December 31, 2011, our damaged, excess and obsolete inventory reserves were $1.5 million.

Consignment Inventory

Consignment Inventory

We enter into consignment inventory agreements with our vendors. This vendor consignment inventory relationship allows us to obtain and store vendor inventory at our warehouses and reload facilities; however, ownership remains with the vendor and risk of loss generally remains with the vendor. When the inventory is sold, we are required to pay the vendor and we take ownership from the vendor and transfer ownership to the customer.

Consideration Received from Vendors and Paid to Customers

Consideration Received from Vendors and Paid to Customers

Each year, we enter into agreements with many of our vendors providing for inventory purchase rebates, generally based on achievement of specified volume purchasing levels, price protection and various marketing allowances that are common industry practice. We accrue for the receipt of vendor rebates based on purchases, and also reduce inventory value to reflect the net acquisition cost (purchase price less expected purchase rebates). At June 30, 2012 and December 31, 2011, the vendor rebate receivable totaled $8.1 million and $9.0 million, respectively.

In addition, we enter into agreements with many of our customers to offer customer rebates, generally based on achievement of specified volume sales levels and various marketing allowances that are common industry practice. We accrue for the payment of customer rebates based on sales to the customer, and also reduce sales value to reflect the net sales (sales price less expected customer rebates). At June 30, 2012 and December 31, 2011, the customer rebate payable totaled $4.3 million and $7.0 million, respectively.

Loss per Common Share

Loss per Common Share

We calculate our basic loss per share by dividing net loss by the weighted average number of common shares and participating securities outstanding for the period. Restricted stock granted by us to certain management level employees and directors participate in dividends on the same basis as common shares and are non-forfeitable by the holder. The unvested restricted stock contains non-forfeitable rights to dividends or dividend equivalents. As a result, these share-based awards meet the definition of a participating security and are included in the weighted average number of common shares outstanding, pursuant to the two-class method, for the periods that present net income. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that would otherwise have been available to common stockholders. Given that the restricted stockholders do not have a contractual obligation to participate in the losses and the inclusion of such unvested restricted shares in our basic and dilutive per share calculations would be anti-dilutive, we have not included these amounts in our weighted average number of common shares outstanding for periods in which we report a net loss. Therefore, we have not included 3,610,274 and 2,162,724 of unvested shares of restricted stock that had the right to participate in dividends in our basic and dilutive calculations for the first six months of fiscal 2012 and for the first six months of fiscal 2011, respectively.

Except when the effect would be anti-dilutive, the diluted earnings per share calculation includes the dilutive effect of the assumed exercise of stock options using the treasury stock method. Our restricted stock units are settled in cash upon vesting and are considered liability awards. Therefore, these restricted stock units are not included in the computation of the basic and diluted earnings per share.

As we experienced losses in all periods, basic and diluted loss per share are computed by dividing net loss by the weighted average number of common shares outstanding for the period. For the second quarter of fiscal 2012 and for the first six months of fiscal 2012, we excluded 4,515,590 unvested share-based awards, respectively, from the diluted earnings per share calculation because they were anti-dilutive. For the second quarter of fiscal 2011 and for the first six months of fiscal 2011, we excluded 3,079,540 unvested share-based awards, respectively, from the diluted earnings per share calculation because they were anti-dilutive.

Stock-Based Compensation

Stock-Based Compensation

We have two stock-based compensation plans covering officers, directors, certain employees and consultants: the 2004 Equity Incentive Plan (the “2004 Plan”) and the 2006 Long Term Equity Incentive Plan (the “2006 Plan”). The plans are designed to motivate and retain individuals who are responsible for the attainment of our primary long-term performance goals. The plans provide a means whereby our employees and directors develop a sense of proprietorship and personal involvement in our development and financial success and encourage them to devote their best efforts to our business. Although we do not have a formal policy on the matter, we issue new shares of our common stock to participants, upon the exercise of options or granting of restricted stock, out of the total amount of common shares authorized for issuance under the 2004 Plan and the 2006 Plan. During the first six months of fiscal 2012, the Compensation Committee granted 2,042,835 restricted shares of our common stock to certain of our officers and directors. Restricted shares of 651,484 vested in the first six months of 2012 due to completion of the vesting term.

We recognize compensation expense equal to the grant-date fair value for all share-based payment awards that are expected to vest. This expense is recorded on a straight-line basis over the requisite service period of the entire award, unless the awards are subject to market or performance conditions, in which case we recognize compensation expense over the requisite service period of each separate vesting tranche to the extent the occurrence of such conditions are probable. All compensation expense related to our share-based payment awards is recorded in “Selling, general and administrative” expense in the Consolidated Statements of Operations. For the second quarter of fiscal 2012 and for the first six months of fiscal 2012, our total stock-based compensation expense was $0.7 million and $1.4 million, respectively. For the second quarter of fiscal 2011 and for the first six months of fiscal 2011, our total stock-based compensation expense was $0.4 million and $1.1 million, respectively. We did not recognize related income tax benefits during these periods.

Income Taxes

Income Taxes

Deferred income taxes are provided using the liability method. Accordingly, deferred income taxes are recognized for differences between the income tax and financial reporting bases of our assets and liabilities based on enacted tax laws and tax rates applicable to the periods in which the differences are expected to affect taxable income. We recognize a valuation allowance, when based on the weight of all available evidence, we believe it is more likely than not that some or all of our deferred tax assets will not be realized. In evaluating our ability to recover our deferred income tax assets, we considered available positive and negative evidence, including our past operating results, our ability to carryback losses against prior taxable income, the existence of cumulative losses in the most recent years, our forecast of future taxable income and an excess of appreciated assets over the tax basis of our net assets. In estimating future taxable income, we developed assumptions including the amount of future state and federal pretax operating and non-operating income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions required significant judgment about the forecasts of future taxable income. We considered all of the available positive and negative evidence during the second quarter of fiscal 2012 and based on the weight of available evidence, we recorded an additional deferred tax asset and valuation allowance of $1.4 million relating to our current period net operating losses, which resulted in a total net deferred tax asset of $72.4 million with a valuation allowance of a corresponding amount as of June 30, 2012.

If the realization of deferred tax assets in the future is considered more likely than not, a reduction to the valuation allowance related to the deferred tax assets would increase net income in the period such determination is made. The amount of the deferred tax asset considered realizable is based on significant estimates, and it is possible that changes in these estimates could materially affect the financial condition and results of operations. Our effective tax rate may vary from period to period based on changes in estimated taxable income or loss; changes to the valuation allowance; changes to federal or state tax laws; and as a result of acquisitions.

We generally believe that the positions taken on previously filed tax returns are more likely than not to be sustained by the taxing authorities. We have recorded income tax and related interest liabilities where we believe our position may not be sustained. Such amounts are disclosed in Note 5 in our Annual Report on Form 10-K for the year-ended December 31, 2011. There have been nominal changes to our tax positions during the first six months of fiscal 2012.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

We consider whether there were indicators of potential impairment on a quarterly basis. Indicators of impairment include current period losses combined with a history of losses, management’s decision to exit a facility, reductions in the fair market value of real properties and changes in other circumstances that indicate the carrying amount of an asset may not be recoverable.

Our evaluation of long-lived assets is performed at the lowest level of identifiable cash flows, which is generally the individual distribution facility. In the event of indicators of impairment, the assets of the distribution facility are evaluated by comparing the facility’s undiscounted cash flows over the estimated useful life of the asset, which ranges between 5-40 years, to its carrying value. If the carrying value is greater than the undiscounted cash flows, an impairment loss is recognized for the difference between the carrying value of the asset and the estimated fair market value. Impairment losses are recorded as a component of “Selling, general and administrative” expenses in the Consolidated Statements of Operations.

Our estimate of undiscounted cash flows is subject to assumptions that affect estimated operating income at a distribution facility level. These assumptions are related to future sales, margin growth rates, economic conditions, market competition and inflation. In the event that undiscounted cash flows do not exceed the carrying value of a facility, our estimates of fair market value are generally based on market appraisals and our experience with related market transactions. We use a two year average of cash flows based on 2012 net income before interest and tax expense, depreciation and amortization expense, and other non-cash charges (“EBITDA”) and 2013 projected EBITDA, which includes a growth factor assumption, to estimate undiscounted cash flows. These assumptions used to determine impairment are considered to be level 3 measurements in the fair value hierarchy as defined in Note 13 of the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

No impairment indicators appear to be present that would result in reductions to our December 31, 2011 projected undiscounted cash flows, which exceeded our carrying value in all cases during the performance of our December 31, 2011 impairment analysis.

During the first quarter of fiscal 2011 our Newtown, Connecticut facility was damaged due to severe winter weather. As a result of the damage to the facility and its contents we have received approximately $5.8 million in proceeds from the insurance company comprised of $2.2 million related to the damaged building, $2.4 million related to damaged and destroyed inventory and $1.2 million related to the recovery of additional expenses incurred as a result of the damage. Cash received related to the damaged building was classified as an investing cash inflow in our Consolidated Statement of Cash Flows for the fiscal year ended December 31, 2011 and used to reduce the principal of our mortgage, which was classified as a financing cash outflow. All other cash inflows related to the insurance settlement were classified as operating cash flows in our Consolidated Statement of Cash Flows in the appropriate period. The majority of the remaining cash inflows were used to fund costs incurred related to the Newtown loss. We recognized a $1.4 million gain in fiscal 2011 of which $1.2 million related to the damaged building and $0.2 million related to the recovery of gross margin on the inventory. We recorded an additional gain of $0.5 million related to the damaged building during the second quarter of 2012. We recorded all gains related to the events above at the time the recovery of the minimum expected proceeds under our insurance policy became probable and was estimable. These gains were recorded in “Selling, general and administrative expenses” in our Consolidated Statement of Operations.

Self-Insurance

Self-Insurance

It is our policy to self-insure, up to certain limits, traditional risks including workers’ compensation, comprehensive general liability, and auto liability. Our self-insured deductible for each claim involving workers’ compensation, comprehensive general liability (including product liability claims), and auto liability is limited to $0.8 million, $0.8 million, and $2.0 million, respectively. We are also self-insured up to certain limits for certain other insurable risks, primarily physical loss to property ($0.1 million per occurrence) and the majority of our medical benefit plans ($0.3 million per occurrence). Insurance coverage is maintained for catastrophic property and casualty exposures as well as those risks required to be insured by law or contract. A provision for claims under this self-insured program, based on our estimate of the aggregate liability for claims incurred, is revised annually. The estimate is derived from both internal and external sources including but not limited to actuarial estimates. The actuarial estimates are subject to uncertainty from various sources, including, among others, changes in claim reporting patterns, claim settlement patterns, judicial decisions, legislation, and economic conditions. Although, we believe that the actuarial estimates are reasonable, significant differences related to the items noted above could materially affect our self-insurance obligations, future expense and cash flow. At June 30, 2012 and December 31, 2011, the self-insurance reserves totaled $7.8 million and $7.6 million, respectively.

New Accounting Standards

New Accounting Standards

In May 2011, the FASB issued guidance which amends existing US GAAP fair value measurement and disclosure guidance to converge US GAAP and International Financial Reporting Standards (“IFRS”) requirements for measuring amounts at fair value as well as disclosures about these measurements. This guidance is effective during interim and annual periods beginning after December 15, 2011. This guidance did not have a material impact on our financial statements and disclosures.

In June 2011, the FASB issued guidance which eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The update also requires the presentation of a single statement of comprehensive income or consecutive presentation of the statement of income and the statement of comprehensive income, if a company elects to present two separate statements. Finally, reclassification adjustments from other comprehensive income to net income are required to be presented on the face of the financial statements. The new guidance and subsequent amendment are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. We have formally adopted this guidance during fiscal 2012 and presented the total of comprehensive loss, the components of net loss and the components of other comprehensive loss in a single continuous statement on the face of the Consolidated Statements of Operations and Comprehensive Loss.

There were no other accounting pronouncements adopted during the first six months of 2012 that had a material impact on our financial statements.

Reclassifications

Reclassifications

During fiscal 2012, we reclassified certain amounts previously classified as “Property, plant and equipment investments” in the “Cash flows from investing activities” section of the Consolidated Statements of Cash Flows to “Other” changes in the “Cash flows from operating activities” section of the Consolidated Statements of Cash Flows. To conform the historical presentation to the current and future presentation, we reclassified similar items in prior periods from “Net cash (used in) provided by investing activities” to “Net cash used in operating activities” in our Consolidated Statements of Cash Flows.

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Related Party Transactions

6 Months Ended

Jun. 30, 2012

Related Party Transactions [Abstract]

Related Party Transactions

10. Related Party Transactions

Cerberus Capital Management, L.P., our equity sponsor, retains consultants that specialize in operations management and support and who provide Cerberus with consulting advice concerning portfolio companies in which funds and accounts managed by Cerberus or its affiliates have invested. From time to time, Cerberus makes the services of these consultants available to Cerberus portfolio companies. We believe that the terms of these consulting arrangements are favorable to us, or, alternatively, are materially consistent with those terms that would have been obtained by us in an arrangement with an unaffiliated third party. We have normal service, purchase and sales arrangements with other entities that are owned or controlled by Cerberus. We believe that these transactions are at arms’ length terms and are not material to our results of operations or financial position.

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Derivatives

6 Months Ended

Jun. 30, 2012

Derivatives [Abstract]

Derivatives

8. Derivatives

We are exposed to risks such as changes in interest rates, commodity prices and foreign currency exchange rates. We employ a variety of practices to manage these risks, including operating and financing activities and, where deemed appropriate, the use of derivative instruments. Derivative instruments are used only for risk management purposes and not for speculation or trading, and are not used to address risks related to foreign currency rates. We record derivative instruments as assets or liabilities on the balance sheet at fair value.

On June 12, 2006, we entered into an interest rate swap agreement with Goldman Sachs Capital Markets, to hedge against interest rate risks related to our variable rate U.S. revolving credit facility. The interest rate swap was terminated in March of 2011. Due to the termination of the swap in fiscal 2011, the fair value of the swap as of December 31, 2011 was zero. Changes associated with the ineffective interest rate swap recognized in the Consolidated Statement of Operations for the period from January 1, 2011 to July 2, 2011 was approximately $1.8 million of income and are comprised of amortization of the remaining accumulated other comprehensive loss of the ineffective swap of $0.4 million offset by income of $2.2 million related to reducing the fair value of the ineffective interest rate swap liability to zero.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2012

Fair Value Measurements [Abstract]

Fair Value Measurements

9. Fair Value Measurements

We determine a fair value measurement based on the assumptions a market participant would use in pricing an asset or liability. The fair value measurement guidance established a three level hierarchy making a distinction between market participant assumptions based on (i) unadjusted quoted prices for identical assets or liabilities in an active market (Level 1), (ii) quoted prices in markets that are not active or inputs that are observable either directly or indirectly for substantially the full term of the asset or liability (Level 2), and (iii) prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (Level 3).

Carrying amounts for our financial instruments are not significantly different from their fair value, with the exception of our mortgage. To determine the fair value of our mortgage, we used a discounted cash flow model. We believe the mortgage fair value valuation to be Level 2 in the fair value hierarchy, as the valuation model has inputs that are observable for substantially the full term of the liability. Assumptions critical to our fair value in the period were present value factors used in determining fair value and an interest rate. At June 30, 2012, the discounted carrying value and fair value of our mortgage was $227.9 million and $227.8 million, respectively.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2012

Commitments and Contingencies [Abstract]

Commitments and Contingencies

11. Commitments and Contingencies

Legal Proceedings

During the first six months of fiscal 2012, there were no material changes to our previously disclosed legal proceedings. Additionally, we are, and from time to time may be, a party to routine legal proceedings incidental to the operation of our business. The outcome of any pending or threatened proceedings is not expected to have a material adverse effect on our financial condition, operating results or cash flows, based on our current understanding of the relevant facts. Legal expenses incurred related to these contingencies are generally expensed as incurred.

Environmental and Legal Matters

From time to time, we are involved in various proceedings incidental to our businesses and we are subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which we operate. Although the ultimate outcome of these proceedings cannot be determined with certainty, based on presently available information management believes that adequate reserves have been established for probable losses with respect thereto. Management further believes that the ultimate outcome of these matters could be material to operating results in any given quarter but will not have a materially adverse effect on our long-term financial condition, our results of operations, or our cash flows.

Collective Bargaining Agreements

As of June 30, 2012, approximately 30% of our total work force is covered by collective bargaining agreements. Collective bargaining agreements representing approximately 11% of our work force have expired or will expire within one year.

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Revolving Credit Facilities (Details) (USD $) In Millions, unless otherwise specified	0 Months Ended				1 Months Ended	6 Months Ended					6 Months Ended
	Jul. 29, 2011 Revolving credit facility [Member]	Jul. 22, 2011 Revolving credit facility [Member]	Jun. 30, 2012 Letters of credit [Member]	Jun. 30, 2012 U.S. [Member]	Jul. 29, 2011 U.S. [Member] Revolving credit facility [Member]	Jun. 30, 2012 U.S. [Member] Revolving credit facility [Member]	Dec. 31, 2011 U.S. [Member] Revolving credit facility [Member]	Aug. 01, 2011 U.S. [Member] Revolving credit facility [Member]	Jun. 30, 2012 U.S. [Member] Letters of credit [Member]	Dec. 31, 2011 U.S. [Member] Letters of credit [Member]	Jun. 30, 2012 Canada [Member] Revolving credit facility [Member]	Dec. 31, 2011 Canada [Member] Revolving credit facility [Member]
Revolving Credit Facilities (Textual) [Abstract]
Date of the final maturity of revolving credit facility						Jan. 07, 2014					Aug. 12, 2014
Borrowing balance of revolving credit facility						$ 203.2	$ 93.4				$ 3.5	$ 1.1
Revolving credit facility excess availability						103.7					1.7	2.6
Interest rate on revolving credit facility						4.00%	4.20%				4.00%	4.00%
Outstanding letters of credit									2.0	2.7
Collateralized letter of credit securing certain insurance obligations			1.0
Additional uncommitted accordion U.S. credit facility						100
Revolving credit facility maximum borrowing capacity						500
Percentage of revolving credit facility excess availability threshold						15.00%
Revolving credit facility excess availability Threshold						30
U.S. revolving credit facility maximum borrowing capacity less the uncommitted accordion feature						400
Minimum amount of excess availability required not to reduce outstanding borrowings by customer remittances to our lockbox						35
Revolving credit facility availability amount						103.7	115.7
U.S. revolving credit facility maximum availability						400
lowest level of fiscal month-end availability revolving credit facility						94.0
Offering of common stock to stockholders via the rights offering		60.0
Approximate gross proceeds from fully subscribed rights offering of common stock	60
Payment on the U.S. revolving credit facility as a result of the rights offering					50.0
Additional payment on the U.S. revolving credit facility								6.0
Percentage of eligible accounts receivable included in calculation of borrowing base						87.50%
Percentage of net liquidation value of eligible inventory in calculation of borrowing base						90.00%
Revolving credit facility fixed charge coverage ratio requirement				1.1 to 1.0
Canadian minimum adjusted tangible net worth covenant											$ 3.9
Canadian capital expenditures maximum percentage limit covenant											120.00%

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Restructuring Charges (Tables)

6 Months Ended

Jun. 30, 2012

Restructuring Charges [Abstract]

Accrued facility consolidation reserve and changes in the accrual

Balance at March 31, 2012	$	1,178
Assumption changes		(78	)
Accretion of liability		15
Balance at June 30, 2012	$	1,115

Balance at December 31, 2011	$	6,337
Assumption changes		(78	)
Payments		(5,209	)
Accretion of liability		65
Balance at June 30, 2012	$	1,115

Accrued severance reserves and the changes in the accruals

Balance at March 31, 2012	$	53
Assumption changes		(22	)
Payments		(14	)
Balance at June 30, 2012	$	17

Balance at December 31, 2011	$	256
Assumption changes		(81	)
Payments		(158	)
Balance at June 30, 2012	$	17

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Summary of Significant Accounting Policies (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Cash in escrow:
Total	$ 19,920	$ 20,576
Mortgage [Member]
Cash in escrow:
Total	10,011	10,011
Insurance [Member]
Cash in escrow:
Total	7,901	8,786
Other [Member]
Cash in escrow:
Total	$ 2,008	$ 1,779

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Unaudited Supplemental Consolidating Financial Statements (Details 1) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011	Jul. 02, 2011	Jan. 01, 2011
Current assets:
Cash	$ 5,151	$ 4,898	$ 6,109	$ 14,297
Receivables	202,114	138,872
Inventories	235,630	185,577
Deferred income tax assets, current
Other current assets	27,397	27,141
Total current assets	470,292	356,488
Property and equipment:
Land and land improvements	42,808	49,562
Buildings	94,332	95,652
Machinery and equipment	76,072	75,508
Construction in progress	1,215	741
Property and equipment, at cost	214,427	221,463
Accumulated depreciation	(102,267)	(98,335)
Property and equipment, net	112,160	123,128
Non-current deferred income tax assets	382	358
Other non-current assets	27,822	23,941
Total assets	610,656	503,915
Current liabilities:
Accounts payable	78,850	70,228
Bank overdrafts	30,703	22,364
Accrued compensation	6,510	4,496
Current maturities of long-term debt	60,495	9,046
Deferred income taxes, net	382	382
Other current liabilities	12,371	16,558
Total current liabilities	189,311	123,074
Non-current liabilities:
Long-term debt	381,672	328,695
Non-current deferred income tax liabilities
Other non-current liabilities	45,152	43,772
Total liabilities	616,135	495,541
Stockholders (Deficit) Equity/Parents Investment	(5,479)	8,374
Total liabilities and equity	610,656	503,915
BlueLinx Holdings Inc. [Member]
Current assets:
Cash	27	27	90	384
Deferred income tax assets, current
Other current assets	603	498
Intercompany receivable	64,795	67,041
Total current assets	65,425	67,566
Property and equipment:
Investment in subsidiaries	(50,583)	(40,549)
Total assets	14,842	27,017
Current liabilities:
Accounts payable	163	161
Accrued compensation	82
Intercompany payable	20,076	18,482
Total current liabilities	20,321	18,643
Non-current liabilities:
Non-current deferred income tax liabilities
Total liabilities	20,321	18,643
Stockholders (Deficit) Equity/Parents Investment	(5,479)	8,374
Total liabilities and equity	14,842	27,017
BlueLinx Corporation and Subsidiaries [Member]
Current assets:
Cash	5,124	4,871	6,019	13,913
Receivables	202,114	138,872
Inventories	235,630	185,577
Deferred income tax assets, current
Other current assets	17,960	17,882
Intercompany receivable	20,076	18,482
Total current assets	480,904	365,684
Property and equipment:
Land and land improvements	2,935	2,938
Buildings	10,476	10,463
Machinery and equipment	76,072	75,508
Construction in progress	1,215	741
Property and equipment, at cost	90,698	89,650
Accumulated depreciation	(72,590)	(70,426)
Property and equipment, net	18,108	19,224
Non-current deferred income tax assets	382	358
Other non-current assets	11,766	14,747
Total assets	511,160	400,013
Current liabilities:
Accounts payable	78,687	68,639
Bank overdrafts	30,703	22,364
Accrued compensation	6,428	4,496
Current maturities of long-term debt	57,815
Deferred income taxes, net	382	382
Other current liabilities	11,111	15,205
Intercompany payable	64,795	67,041
Total current liabilities	249,921	178,127
Non-current liabilities:
Long-term debt	148,847	94,488
Non-current deferred income tax liabilities
Other non-current liabilities	45,152	43,772
Total liabilities	443,920	316,387
Stockholders (Deficit) Equity/Parents Investment	67,240	83,626
Total liabilities and equity	511,160	400,013
LLC Subsidiaries [Member]
Current assets:
Deferred income tax assets, current
Other current assets	8,834	8,761
Total current assets	8,834	8,761
Property and equipment:
Land and land improvements	39,873	46,624
Buildings	83,856	85,189
Property and equipment, at cost	123,729	131,813
Accumulated depreciation	(29,677)	(27,909)
Property and equipment, net	94,052	103,904
Other non-current assets	16,056	9,194
Total assets	118,942	121,859
Current liabilities:
Accounts payable		1,428
Current maturities of long-term debt	2,680	9,046
Other current liabilities	1,260	1,353
Total current liabilities	3,940	11,827
Non-current liabilities:
Long-term debt	232,825	234,207
Non-current deferred income tax liabilities
Total liabilities	236,765	246,034
Stockholders (Deficit) Equity/Parents Investment	(117,823)	(124,175)
Total liabilities and equity	118,942	121,859
Eliminations [Member]
Current assets:
Deferred income tax assets, current
Intercompany receivable	(84,871)	(85,523)
Total current assets	(84,871)	(85,523)
Property and equipment:
Investment in subsidiaries	50,583	40,549
Total assets	(34,288)	(44,974)
Current liabilities:
Intercompany payable	(84,871)	(85,523)
Total current liabilities	(84,871)	(85,523)
Non-current liabilities:
Non-current deferred income tax liabilities
Total liabilities	(84,871)	(85,523)
Stockholders (Deficit) Equity/Parents Investment	50,583	40,549
Total liabilities and equity	$ (34,288)	$ (44,974)

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Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jul. 02, 2011
Cash flows from operating activities:
Net loss	$ (14,725)	$ (22,107)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization	4,447	5,561
Amortization of debt issue costs	1,863	1,094
Gain from sale of properties	(530)	(7,222)
Gain from property insurance settlement	(476)
Changes associated with the ineffective interest rate swap		(1,751)
Vacant property charges, net	(78)
Payments on modification of lease agreement	(5,000)
Deferred income tax benefit	(24)	(214)
Share-based compensation expense	1,420	1,137
Decrease in restricted cash related to the ineffective interest rate swap, insurance, and other	657	432
Changes in assets and liabilities:
Receivables	(63,242)	(86,533)
Inventories	(50,053)	(24,404)
Accounts payable	10,050	32,495
Changes in other working capital	(4,382)	(1,338)
Other	9,967	1,625
Net cash used in operating activities	(110,106)	(101,225)
Cash flows from investing activities:
Property, plant and equipment investments	(2,140)	(5,341)
Proceeds from disposition of assets	1,915	8,971
Net cash (used in) provided by investing activities	(225)	3,630
Cash flows from financing activities:
Repurchase of shares to satisfy employee tax withholdings	(424)
Repayments on the revolving credit facilities	(201,403)	(171,736)
Borrowings from the revolving credit facilities	313,666	263,446
Payments of principal on mortgage	(7,747)
Payments on capital lease obligations	(414)	(197)
Increase in bank overdrafts	8,339	5,709
Increase in restricted cash related to the mortgage		(7,815)
Debt financing costs	(1,433)
Net cash provided by financing activities	110,584	89,407
Increase (decrease) in cash	253	(8,188)
Balance, beginning of period	4,898	14,297
Balance, end of period	5,151	6,109
Noncash transactions:
Capital leases	$ 32	$ 2,544

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Employee Benefits

6 Months Ended

Jun. 30, 2012

Employee Benefits [Abstract]

Employee Benefits

5. Employee Benefits

Defined Benefit Pension Plans

Most of our hourly employees participate in noncontributory defined benefit pension plans. These include a plan that is administered solely by us (the “hourly pension plan”) and union-administered multiemployer plans. Our funding policy for the hourly pension plan is based on actuarial calculations and the applicable requirements of federal law. We believe that each multiemployer pension plan is immaterial to our financial statements and that we represent an immaterial portion of the total contributions and future obligations of these plans. The Company’s required cash contribution to the pension plan in fiscal 2012 is approximately $4.1 million. This contribution is comprised of approximately $1.2 million related to our 2011 minimum required contribution and approximately $2.9 million related to our 2012 minimum required contribution. The Company’s minimum required contribution for plan year 2012 is $5.4 million. The Company’s minimum required cash contribution is required to be paid in fiscal 2012 and fiscal 2013. The Company has funded approximately $0.4 million of the 2011 minimum required contribution and will fund the remaining 2011 minimum required contribution of $0.8 million with cash in 2012. However, in an effort to preserve additional cash for operations, we have requested a waiver from the IRS for our 2012 minimum required contribution. If we are granted the requested waiver, our contribution for 2012 will be deferred and amortized over the next five years, increasing our future minimum required contributions. Benefits under the majority of plans for hourly employees (including multiemployer plans) are primarily related to years of service.

Net periodic pension cost for our pension plans included the following (in thousands):

	Second Quarter
	Period from April  1, 2012 to June 30, 2012			Period from April 3, 2011 to July 2, 2011
Service cost	$	469		$	523
Interest cost on projected benefit obligation		1,221			1,152
Expected return on plan assets		(1,224	)		(1,376	)
Amortization of unrecognized loss		519			145
Net periodic pension cost	$	985		$	444

	Six Months Ended
	Period from January  1, 2012 to June 30, 2012			Period from January  2, 2011 to July 2, 2011
Service cost	$	938		$	1,046
Interest cost on projected benefit obligation		2,442			2,304
Expected return on plan assets		(2,448	)		(2,753	)
Amortization of unrecognized loss		1,038			290
Net periodic pension cost	$	1,970		$	887

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Summary of Significant Accounting Policies (Details Textual) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2012	Jul. 02, 2011	Jun. 30, 2012	Jul. 02, 2011	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested share-based awards	4,515,590	3,079,540
Long lived assets, maximum estimated useful life			40 years
Gain from insurance proceeds related to damage					$ 1,400,000
Summary of Significant Accounting Policies (Textual) [Abstract]
Restricted cash	19,900,000		19,900,000		20,600,000
Reserves related to doubtful accounts	4,600,000		4,600,000		5,100,000
Turn days of items considered for inclusion in excess or Obsolescence			270 days
Damaged, excess and obsolete inventory reserves	1,500,000		1,500,000		1,500,000
Vendor rebate receivable	8,100,000		8,100,000		9,000,000
Customer rebate payable	4,300,000		4,300,000		7,000,000
Restricted shares of our common stock granted to officers			2,042,835
Restricted shares vested due to completion due to vesting term			651,484
Share-based compensation expense	700,000	400,000	1,420,000	1,137,000
Additional deferred tax asset and valuation allowance	1,400,000
Cash insurance proceeds received related to the building collapse at our Newtown, CT facility			5,800,000
Total net deferred tax asset	72,400,000		72,400,000
Cash insurance proceeds received related to building			2,200,000
Cash insurance proceeds received related to inventory			2,400,000
Cash insurance proceeds received related to operating expenses			1,200,000
Cash insurance proceeds received related to additional building value			500,000
Workers' compensation deductible	800,000		800,000
Comprehensive general liability (including product liability claims) deductible	800,000		800,000
Auto liability (including product liability claims) deductible	2,000,000		2,000,000
Self insurance of physical loss to property per occurrence			100000
Self insurance of medical benefit plans per occurrence			300000
Self-insurance reserves	7,800,000		7,800,000		7,600,000
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Long lived assets, minimum estimated useful life			5 years
Unvested restricted share [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested restricted shares			3,610,274	2,162,724
Unvested shares based awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested share-based awards			4,515,590	3,079,540
Inventory Impairment [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Gain from insurance proceeds related to damage					200,000
Building Impairment [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Gain from insurance proceeds related to gross margin on inventory recovered for the Newtown, CT facility					$ 1,200,000

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Fair Value Measurements (Details Textual) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012
Fair Value Measurements (Textual) [Abstract]
Mortgage discounted carrying value	$ 227.9
Mortgage fair value	$ 227.8

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2012

Summary of Significant Accounting Policies [Abstract]

Restricted cash

	June 30, 2012		December 31, 2011
Cash in escrow:
Mortgage	$	10,011	$	10,011
Insurance		7,901		8,786
Other		2,008		1,779
Total	$	19,920	$	20,576