8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 18, 2015

BLUELINX HOLDINGS INC.

(Exact name of registrant specified in its charter)

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

4300 Wildwood Parkway, Atlanta, Georgia	30,339
(Address of principal executive offices)	(Zip Code)

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

Not applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 1.01Entry into a Material Definitive Agreement

On February 18, 2015, BlueLinx Corporation, a wholly-owned subsidiary of BlueLinx Holdings Inc., reached an agreement (the “Tenth Amendment”) with Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association and the other signatories thereto, to amend the terms of its existing Amended and Restated Loan and Security Agreement, dated August 4, 2006, as amended (the “Credit Agreement”). The Tenth Amendment modifies the Credit Agreement as follows:

Overall Credit Agreement:

(a) extends the maturity date of the Credit Agreement to April 15, 2017;

(b) requires the refinancing, extension or replacement of our current mortgage on or before May 1, 2016 such that the maturity date of the new mortgage facility is not sooner than July 15, 2017;

(c) requires the repayment of not less than $35 million by May 1, 2016; and

(d) it will be considered an Event of Default (as defined in the Credit Agreement) if we do not meet the covenants described in items (b) and (c) above.

$20 million Tranche A Loan (the “Tranche A Loan”):

(a) extends the maturity date of the Tranche A Loan to June 30, 2016, with the principal amount decreasing by $2 million each month beginning on April 1, 2016, but such step downs will not occur if, after giving effect to the applicable reduction, Excess Availability (as defined in the Credit Agreement) will be less than $50 million or an Event of Default will exist or will have occurred and be continuing;

(b) amends the interest rate for the Tranche A Loan to begin increasing by 25 basis points each 90 days beginning on April 1, 2015, with a maximum of 100 basis points; and

(c) while the Tranche A Loan is outstanding, increases our fixed charge coverage ratio to 1.2 to 1.0 in certain situations.

Except as described above, all other material terms of the Credit Agreement remain unchanged. The foregoing description of the Tenth Amendment is qualified in its entirety by reference to the Tenth Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.02    Results of Operations and Financial Condition

On February 19, 2015, BlueLinx Holdings Inc. (“BlueLinx” or “the Company”) issued a press release announcing its financial results for the fiscal fourth quarter and fiscal year ended January 3, 2015. A copy of BlueLinx’ press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

On February 19, 2015, as previously announced, BlueLinx held a teleconference and audio webcast to discuss its financial results from the fiscal fourth quarter and fiscal year ended January 3, 2015. The webcast will be archived and can be accessed via BlueLinx’ website at www.BlueLinxCo.com. Additionally, BlueLinx has posted slides at its website, under the investor relations page, which were referenced during the audio webcast. These slides are furnished as Exhibit 99.3 hereto. All information on the slides and in the webcast is presented as of February 19, 2015, and BlueLinx does not assume any obligation to update such information in the future.

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

earnings, diluted earnings per share or net cash provided by (used in) operating activities prepared in accordance with generally accepted accounting principles in the United States.

The information included in this Item 2.02, as well as Exhibits 99.2 and 99.3, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.    

Item 9.01     Financial Statements and Exhibits

(d)              Exhibits

Exhibit No.	Description
10.1	Tenth Amendment, dated February 18, 2015, to the Amended and Restated Loan and Security Agreement, dated August 4, 2006, as amended, by and between BlueLinx Corporation, Wells Fargo and the other signatories listed therein.
99.1	Press release, dated February 18, 2015, regarding the Tenth Amendment.
99.2	Press release, dated February 19, 2015, reporting financial results for the fiscal fourth quarter and fiscal year ended January 3, 2015
99.3	Webcast conference call slides used during webcast conference call on February 19, 2015

SIGNATURES

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

BLUELINX HOLDINGS INC.
By:	/s/ Susan C. O’Farrell
Susan C. O’Farrell
Senior Vice President, Chief Financial Officer,             Treasurer & Principal Accounting Officer

Dated: February 19, 2015

EXHIBIT INDEX

Exhibit No.	Description
10.1	Tenth Amendment, dated February 18, 2015, to the Amended and Restated Loan and Security Agreement, dated August 4, 2006, as amended, by and between BlueLinx Corporation, Wells Fargo and the other signatories listed therein.
99.1	Press release, dated February 18, 2015, regarding the Tenth Amendment.
99.2	Press release, dated February 19, 2015, reporting financial results for the fiscal fourth quarter and fiscal year ended January 3, 2015
99.3	Webcast conference call slides used during webcast conference call on February 19, 2015

EX-10.1

Exhibit 10.1

TENTH AMENDMENT TO AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

TENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of February 18, 2015 (this “Amendment No. 10”), is by and among Wells Fargo Bank, National Association, a national banking association, in its capacity as administrative and collateral agent for the Lenders (as hereinafter defined) pursuant to the Loan Agreement defined below (in such capacity, “Agent” as hereinafter further defined), BlueLinx Corporation, a Georgia corporation, successor by merger to the merger of BlueLinx Services Inc., a Georgia corporation, with and into BlueLinx Corporation with BlueLinx Corporation as the surviving corporation of such merger (“BlueLinx”), and BlueLinx Florida LP, a Florida limited partnership (“BFLP”, and together with BlueLinx, each individually a “Borrower” and collectively, “Borrowers”), BlueLinx Florida Holding No. 1 Inc., a Georgia corporation (“BFH1”) and BlueLinx Florida Holding No. 2 Inc., a Georgia corporation (“BFH2”, and together with BFH1, each individually a “Guarantor” and collectively, “Guarantors”).

WITNESSETH:

WHEREAS, Agent, the parties to the Loan Agreement as lenders (collectively, “Lenders”), Borrowers and Guarantors have entered into financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders) have made and may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Amended and Restated Loan and Security Agreement, dated August 4, 2006, by and among Agent, Lenders, Borrowers and Guarantors, as amended by First Amendment to Amended and Restated Loan and Security Agreement, dated as of October 22, 2008, Second Amendment to Amended and Restated Loan and Security Agreement, dated as of July 7, 2010, Third Amendment to Amended and Restated Loan and Security Agreement, dated as of May 10, 2011, Fourth Amendment to Amended and Restated Loan and Security Agreement, dated as of August 11, 2011, Fifth Amendment to Amended and Restated Loan and Security Agreement and Lender Joinder, dated as of March 29, 2013, Sixth Amendment to Amended and Restated Loan and Security Agreement, dated as of June 28, 2013, Seventh Amendment to Amended and Restated Loan and Security Agreement, dated as of March 14, 2014, Eighth Amendment to Amended and Restated Loan and Security Agreement, dated as of July 8, 2014, and Ninth Amendment to Amended and Restated Loan and Security Agreement, dated as of August 14, 2014 (as from time to time further amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”, and together with all agreements, documents and instruments at any time executed and/or delivered in connection therewith or related thereto, as from time to time amended, modified, supplemented, extended, renewed, restated, or replaced, collectively, the “Financing Agreements”);

WHEREAS, Borrowers and Guarantors have requested that Agent and Lenders (a) extend the Final Maturity Date, (b) extend the Tranche A Loan Maturity Date and (b) enter into certain other amendments to the Loan Agreement;

WHEREAS, the parties hereto desire to enter into this Amendment No. 10 to evidence and effectuate such amendments under the Loan Agreement, in each case subject to the terms and conditions and to the extent set forth herein;

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1.Amendments.

1.1Additional Definitions. As used herein or in the Loan Agreement or in any of the other Financing Agreements, the following terms shall have the meaning set forth below and the Loan Agreement and the other Financing Agreements shall be deemed and are hereby amended to include, in addition and not in limitation, the following definitions:

(a)“Additional Investments” shall mean investments in, or cash proceeds received by, Borrowers (either directly or indirectly through Guarantors) in the form of loans, equity (including, without limitation, net cash proceeds from capital contributions), or net cash proceeds from non-recurring cash income which was not received in the normal course of operation of the business of Borrowers and Guarantors (including, without limitation, net cash proceeds from sales of real estate and judgments, awards, claims or settlements received in connection with litigation); provided, that, any such investment shall either be on terms and conditions permitted hereby or, if such Additional Investment is not permitted by the terms hereof, then such Additional Investment shall be consented to by Agent and the requisite Lenders in accordance with Section 11.3 hereof.

“Amendment No. 10” shall mean the Tenth Amendment to Amended and Restated Loan and Security Agreement, dated as of February 18, 2015, by and among Agent, Borrowers, Guarantors and Lenders, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

“Mortgage Refinancing” shall have the meaning set forth in Section 9.23(a) hereof.

1.2Amendments to Definitions.

(a)All references to “Affiliate Lease” in the Loan Agreement and other Financing Agreements shall be deemed and each such reference is hereby replaced with the following:

“Affiliate Lease” shall mean that certain Amended and Restated Master Lease Agreement, dated as of June 9, 2006, by and among BlueLinx, ABP AL (MIDFIELD) LLC, a Delaware limited liability company, and the other Affiliates of Parent party thereto.

(b)All references to the term “Final Maturity Date” in the Loan Agreement and the other Financing Agreements shall be deemed and each such reference is hereby replaced with the following:

“Final Maturity Date” shall mean April 15, 2017.

(c)All references to the term “Interest Rate” in the Loan Agreement and the other Financing Agreements shall be deemed and each such reference is hereby replaced with the following:

“Interest Rate” shall mean,

(a) Subject to clause (b) of this definition below:

(i) as to Prime Rate Loans consisting of Loans other than Tranche A Loans, a per annum rate equal to the then Applicable Margin for Prime Rate Loans plus the Prime Rate;

(ii) as to Eurodollar Rate Loans consisting of Loans other than Tranche A Loans, a per annum rate equal to the then Applicable Margin for Eurodollar Rate Loans plus the Eurodollar Rate;

(iii) from March 14, 2014 through and including March 31, 2015, (A) as to Prime Rate Loans consisting of Tranche A Loans, a per annum rate equal to the Prime Rate plus three and three-quarters (3.75%) percent, and (B) as to Eurodollar Rate Loans consisting of Tranche A Loans, a per annum rate equal to the Eurodollar Rate plus five and one-quarter (5.25%) percent;

(iv) from April 1, 2015 through and including June 30, 2015, (A) as to Prime Rate Loans consisting of Tranche A Loans, a per annum rate equal to the Prime Rate plus four (4.00%) percent, and (B) as to Eurodollar Rate Loans consisting of Tranche A Loans, a per annum rate equal to the Eurodollar Rate plus five and one-half (5.50%) percent;

(v) from July 1, 2015 through and including September 30, 2015, (A) as to Prime Rate Loans consisting of Tranche A Loans, a per annum rate equal to the Prime Rate plus four and one-quarter (4.25%) percent, and (B) as to Eurodollar Rate Loans consisting of Tranche A Loans, a per annum rate equal to the Eurodollar Rate plus five and three-quarters (5.75%) percent;

(vi) from October 1, 2015 through and including December 31, 2015, (A) as to Prime Rate Loans consisting of Tranche A Loans, a per annum rate equal to the Prime Rate plus four and one-half (4.50%) percent, and (B) as to Eurodollar Rate Loans consisting of Tranche A Loans, a per annum rate equal to the Eurodollar Rate plus six (6.00%) percent;

(vii) from January 1, 2016 and at all times thereafter, (A) as to Prime Rate Loans consisting of Tranche A Loans, a per annum rate equal to the Prime Rate plus four and three-quarters (4.75%) percent, and (B) as to Eurodollar Rate Loans consisting of Tranche A Loans, a per annum rate equal to the Eurodollar Rate plus six and one-quarter (6.25%) percent.

(b) Notwithstanding anything to the contrary contained in clause (a) of this definition, (i) the Applicable Margin otherwise used to calculate the Interest Rate for Prime Rate Loans in the immediately preceding clause (a)(i) and for Eurodollar Rate Loans in the immediately preceding clause (a)(ii) shall be the percentage set forth in the definition of the term Applicable Margin for each category of Loans that is then applicable plus two (2%) percent per annum and (ii) the Interest Rate for Prime Rate Loans in subclauses (A) of the immediately preceding clauses (a)(iii) through (a)(vii) and for Eurodollar Rate Loans in subclauses (B) of the immediately preceding clauses (a)(iii) through (a)(vii) shall be the percentage set forth in each such clause for such Tranche A Loans plus two (2%) percent per annum, at Agent’s option, either (1) for the period (I) on and after the date of termination or non-renewal hereof until such time as all Obligations are finally paid and satisfied in full in immediately available funds, or (II) from and after the date of the occurrence of any Event of Default, and for so long as such Event of Default is continuing or (2) on Revolving Loans at any time in the aggregate in excess of the Borrowing Base or any other limitation with respect thereto provided for herein (in each case whether or not such excess(es) arise or are made with or without Agent’s or any Lender’s knowledge or consent and whether made before or after an Event of Default), it being understood that the Agent may elect to increase the Interest Rate under this clause (b) by no more than two (2%) percent even if the events described in each of subclauses (1) and (2) above have occurred.

(d)All references to the term “Permitted Acquisitions” in the Loan Agreement and the other Financing Agreements shall be deemed and such reference is hereby amended by replacing clause (c) of such definition with the following:

“(c) either (i) both before and after giving effect to such proposed Acquisition, (A) so long as any Obligations arising in connection with the Tranche A Loans remain outstanding, Borrowers’ Fixed Charge Coverage Ratio shall be not less than 1.20 to 1.0 and (B) at all times after the Obligations arising in connection with the Tranche A Loans have been paid in full in immediately available funds, Borrowers’ Fixed Charge Coverage Ratio shall be not less than 1.10 to 1.0; provided, however, if Modified Adjusted Excess Availability is greater than $120,000,000 at all times for the thirty (30) day period prior to the closing date for such Acquisition, and on the closing date for such Acquisition after giving effect to such proposed Acquisition, Borrowers’ Fixed Charge Coverage Ratio may be calculated, for purposes of this clause (c) only, without giving effect to (A) any Capital Expenditures incurred by any Borrower which are otherwise permitted to be incurred by such Borrower under the terms of this Agreement, (B) any dividends to Parent which are otherwise permitted to be made by BlueLinx under the terms of this Agreement, and (C) any payment by BlueLinx to Parent of any Mortgage Proceeds

Investment in accordance with Section 9.11(f) hereof; or (ii) (A) Agent shall have received (1) the most recent annual and interim financial statements with respect to the acquired Person (in the case of a Stock Acquisition) or the acquired business (in the case of an Asset Acquisition) and related statements of income and cash flows showing positive EBITDA of such acquired Person or acquired business (for purposes of this clause (c)(ii), EBITDA shall be calculated in accordance with Section 1 but substituting each reference to the Borrowers and their Subsidiaries in the definitions of “EBITDA” and “Net Income” with the acquired Person and its Subsidiaries (or in the case of an Asset Acquisition, the acquired business)) for the immediately preceding twelve (12) months, as applicable, and (2) due diligence undertaken by Borrowers or third parties in connection with such proposed acquisition supporting such calculation of EBITDA, to the extent the same can be provided without violation of any applicable confidentiality restrictions, in form and substance reasonably satisfactory to Agent, and (B) Borrowers shall have Modified Adjusted Excess Availability, determined on a pro forma basis, in an amount equal to or greater than $150,000,000 immediately after giving effect to the consummation of the proposed acquisition and at all times for the thirty (30) day period prior to the closing date for such Acquisition.”

(e)All references to the term “Tranche A Loan Limit” in the Loan Agreement and the other Financing Agreements shall be deemed and each such reference is hereby replaced with the following:

“Tranche A Loan Limit” shall mean (a) from March 14, 2014 through and including March 31, 2016, $20,000,000, (b) from April 1, 2016 through and including April 30, 2016, $18,000,000, (c) from May 1, 2016 through and including May 31, 2016, $16,000,000, (d) from June 1, 2016 through and including June 30, 2016, $14,000,000, and (e) after June 30, 2016, $-0-; provided, that, (i) on and after giving effect to each such reduction in the immediately preceding clauses (b) through (e), Excess Availability shall be not less than $50,000,000, and (ii) on and after giving effect to such payment or prepayment, no Event of Default shall exist or have occurred and be continuing.

(f)All references to the term “Tranche A Loan Maturity Date” in the Loan Agreement and the other Financing Agreements shall be deemed and each such reference is hereby replaced with the following:

“Tranche A Loan Maturity Date” shall mean June 30, 2016 or earlier in accordance with the terms and conditions hereof.

1.3Amendment to Titles.

(a)All references to the term “Bookrunners” in the Loan Agreement and the other Financing Agreements shall be deemed and each such reference is hereby replaced with the following:

“Bookrunners” shall mean Wells Fargo Capital Finance, LLC, Bank of America, N.A. and Regions Bank.

(b)All references to the term “Sole Lead Arranger” in the Loan Agreement and the other Financing Agreements are hereby redesignated “Joint Lead Arrangers” shall be deemed and each such reference is hereby replaced with the following:

“Joint Lead Arrangers” shall mean Wells Fargo Capital Finance, LLC and Bank of America, N.A.

1.4Interpretation. Capitalized terms used herein which are not otherwise defined herein shall have the respective meanings ascribed to them in the Loan Agreement.

Section 2.Amendments to Loan Agreement.

2.1Tranche A Loans. The reference to “Maturity Date” in Section 2.1(d) of the Loan Agreement is hereby changed to “Final Maturity Date”.

2.2Indebtedness.

(c)Section 9.9(j) of the Loan Agreement is hereby replaced with the following:

“(j) to the extent subject to the intercompany subordination agreement described in Section 4.1(i) and otherwise permitted under Section 9.10 hereof: (i) Indebtedness of any Borrower or any Guarantor or any of their respective Subsidiaries at any time owing to any other Subsidiary or any Borrower or any Guarantor and (ii) Indebtedness of BlueLinx at any time owing to Parent (other than Indebtedness permitted under Section 9.9(q) hereof); provided, that, BlueLinx shall not make any payments in respect thereof (whether characterized as principal, interest or otherwise) unless both immediately before and after giving effect to any such payment each of the following conditions is satisfied: (A) Modified Adjusted Excess Availability shall be equal to or greater than $70,000,000; (B) no Default or Event of Default shall have occurred and be continuing or would result from such payment; (C) (1) so long as any Obligations arising in connection with the Tranche A Loans remain outstanding, Borrowers’ Fixed Charge Coverage Ratio shall be not less than 1.20 to 1.0 and (2) at all times after the Obligations arising in connection with the Tranche A Loans have been paid in full in immediately available funds, Borrowers’ Fixed Charge Coverage Ratio shall be not less than 1.10 to 1.0; (D) Administrative Borrower shall have provided Agent with at least ten (10) Business Days prior written notice of any such payment; and (E) prior to the making of any such payment, Agent shall have received Borrowers’ unaudited internally prepared financial statements for the month immediately preceding the date of such payment, accompanied by a certificate of Administrative Borrower’s chief financial officer as to Borrowers’ compliance with the terms of this Section 9.9(j)(ii) together with such supporting documentation therefor as Agent may reasonably request, except, that, the condition to any payment set forth in clause (C) above (and, with respect to clause (1) below, the conditions set forth in clauses (D) and (E) above) need not be satisfied in respect of any payment of Indebtedness made on and after the Amendment No. 2 Effective Date so long as such payment: (1) is in respect of Indebtedness attributable to general operating

expenses incurred by Parent on behalf of BlueLinx and its Subsidiaries; provided, that, all such payments permitted to be made pursuant to this clause (1) (together with any dividends paid during such fiscal year of BlueLinx pursuant to Section 9.11(d)(ii)) shall not exceed $6,000,000 in the aggregate in any fiscal year of BlueLinx; (2) is in an aggregate amount not to exceed $15,000,000 during the term of the Agreement; provided, that, an amount equal to one hundred (100%) percent of the amount of each such payment of Indebtedness is contemporaneously used by Parent (or a Subsidiary of Parent that is not a Borrower or Guarantor) to purchase real property (in an arm’s length transaction and for a purchase price not in excess of the fair market value of such real property) to be used by Borrowers and Guarantors; or (3) is contemporaneously used by Parent to make a regularly scheduled payment of principal under the Mortgage Loan Agreement; provided, that, the amount of any such payment shall not exceed the amount for such regularly scheduled payment set forth on Schedule 9.9(j) attached to Amendment No. 5 (as such Schedule may be amended in writing by Administrative Borrower to reduce the amount of any such regularly scheduled payments).”

(d)Section 9.9(q) of the Loan Agreement is hereby replaced with the following:

“(q) any Indebtedness of BlueLinx consisting of a Mortgage Proceeds Investment; provided, that, BlueLinx shall not make any repayments with respect thereto unless: (i) Modified Adjusted Excess Availability after giving effect to any such repayment is equal to or greater than $120,000,000; (b) both before and after giving effect to any such repayment, (1) so long as any Obligations arising in connection with the Tranche A Loans remain outstanding, Borrowers’ Fixed Charge Coverage Ratio shall be not less than 1.20 to 1.0 and (2) at all times after the Obligations arising in connection with the Tranche A Loans have been paid in full in immediately available funds, Borrowers’ Fixed Charge Coverage Ratio shall be not less than 1.10 to 1.0 (for purposes of this Section 9.9(q) only, the Fixed Charge Coverage Ratio shall be calculated by excluding the amount of any such repayment and by adjusting the interest component of the calculation to include any interest payments which would have been made by the Borrowers had the amount of Mortgage Proceeds Investment which is being repaid never been loaned to the BlueLinx); (c) Administrative Borrower shall have provided Agent with at least ten (10) Business Days prior written notice of any such repayment; (d) no Default or Event of Default shall have occurred and be continuing or would result from such repayment; and (e) prior to the making of any such repayment, Agent shall have received Borrowers’ unaudited internally prepared financial statements for the month immediately preceding the date of such prepayment, accompanied by a certificate of Administrative Borrower’s chief financial officer as to Borrowers’ compliance with the terms of this Section 9.9(q) together with such supporting documentation therefor as Agent may reasonably request;”

2.3Loans, Investments, Etc. Sections 9.11(e) and (f) of the Loan Agreement are hereby replaced with the following:

“(e) commencing at the conclusion of BlueLinx’s fiscal year ending 2004, BlueLinx may pay dividends to Parent in an aggregate amount not to exceed the sum of (x) 50% of BlueLinx’s cumulative Net Income earned since the Original Closing Date; (y) 50% of the first $100,000,000 of capital contributions made by Parent to BlueLinx after October 26, 2004; and (z) 100% of each capital contribution made by Parent to BlueLinx after such first $100,000,000 of capital contributions so long as: (i) BlueLinx does not pay dividends to Parent in excess of $25,000,000 in the aggregate in any fiscal year of BlueLinx; (ii) no Default or Event of Default exists at the time of any such dividend or would occur after giving effect thereto; (iii) both immediately before and after giving effect to the payment of any such dividends, (A) Modified Adjusted Excess Availability shall be at least $70,000,000 and (B) (1) so long as any Obligations arising in connection with the Tranche A Loans remain outstanding, Borrowers’ Fixed Charge Coverage Ratio shall be not less than 1.20 to 1.0 and (2) at all times after the Obligations arising in connection with the Tranche A Loans have been paid in full in immediately available funds, Borrowers’ Fixed Charge Coverage Ratio shall be not less than 1.10 to 1.0; except, that, the condition to the payment of such dividends set forth in this clause (iii) need not be satisfied in respect of dividends in an aggregate amount of up to $15,000,000 so long as both for each of the thirty (30) days immediately preceding any such payment and immediately after giving effect to any such payment, Modified Adjusted Excess Availability shall be at least $100,000,000, (iv) prior to the making of any such dividend, Agent shall have received BlueLinx’s unaudited internally prepared financial statements for the fiscal month immediately preceding the date of such dividend, accompanied by a certificate of BlueLinx’s chief financial officer as to BlueLinx’s compliance with the terms of this Section 9.11(e) together with such supporting documentation therefor as Agent may reasonably request, and (v) as of the Amendment No. 2 Effective Date, BlueLinx has not declared or paid any dividends pursuant to this Section 9.11(e) during the 2010 fiscal year of BlueLinx;and

(f) in addition to any dividends permitted under Section 9.11(e), BlueLinx may pay dividends to Parent to repay any capital contribution consisting of a Mortgage Proceeds Investment so long as (i) Modified Adjusted Excess Availability after giving effect to any such repayment is equal to or greater than $120,000,000; (ii) both before and after giving effect to any such repayment, (A) so long as any Obligations arising in connection with the Tranche A Loans remain outstanding, BlueLinx’s Fixed Charge Coverage Ratio shall be not less than 1.20 to 1.0 and (B) at all times after the Obligations arising in connection with the Tranche A Loans have been paid in full in immediately available funds, BlueLinx’s Fixed Charge Coverage Ratio shall be not less than 1.10 to 1.0 (for purposes of this Section 9.11(f) only, the Fixed Charge Coverage Ratio shall be calculated by excluding the amount of any such repayment and by adjusting the interest component of the calculation to include any interest payments which would have been made by the Borrowers had the amount of Mortgage Proceeds Investment which is being repaid never been invested in BlueLinx); (iii) Administrative Borrower shall have provided Agent with at least ten (10) Business Days prior written notice of any such repayment; (iv) no Default or Event of Default shall have occurred and be continuing or would result from such repayment; and (v) prior to the making of any such repayment,

Agent shall have received BlueLinx’s unaudited internally prepared financial statements for the month immediately preceding the date of such prepayment, accompanied by a certificate of BlueLinx’s chief financial officer as to BlueLinx’s compliance with the terms of this Section 9.11(f) together with such supporting documentation therefor as Agent may reasonably request.”

2.4Financial Covenants. Section 9.17(a) of the Loan Agreement is hereby replaced with the following:

“(a)    Fixed Charge Coverage Ratio. For which Agent has received financial statements of BlueLinx and its Subsidiaries, maintain, for the most recently ended period of twelve (12) consecutive fiscal months, on a consolidated basis, (i) so long as any Obligations arising in connection with the Tranche A Loans remain outstanding, a Fixed Charge Coverage Ratio of not less than 1.20 to 1.0, and (b) at all times after the Obligations arising in connection with the Tranche A Loans have been paid in full in immediately available funds, a Fixed Charge Coverage Ratio of not less than 1.10 to 1.0.”

2.5Mortgage Refinancing and Additional Investments. Section 9 of the Loan Agreement is hereby amended by adding a new Section 9.23 immediately after Section 9.22 of the Loan Agreement as follows:

“9.23    Mortgage Refinancing and Additional Investments.

(a) Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that (i) on or before May 1, 2016, Parent has refinanced, extended or replaced the Indebtedness under the Mortgage Loan Agreement (the “Mortgage Refinancing”), such that the maturity date of such Indebtedness does not occur earlier than July 15, 2017, and (ii) on or before May 1, 2016, not less than $35,000,000, of net cash proceeds from the Mortgage Refinancing and any Additional Investments have been invested in, or received by, Borrowers.

(b) The net proceeds (if any) of the Mortgage Refinancing and the net cash proceeds of any Additional Investment, in each case, received in satisfaction of Section 9.23(a) will be used to repay the then outstanding Obligations arising with respect to the Tranche A Loans so long as on and after giving effect to such payment or prepayment (i) Excess Availability shall be not less than $50,000,000, and (ii), no Event of Default shall exist or have occurred and be continuing. Any remaining proceeds received in satisfaction of Section9.23(a) will be used to repay the then outstanding Obligations arising with respect to the Revolving Loans. If the conditions set forth in the immediately preceding clause (i) and (ii) are not satisfied, then such net proceeds will be used to repay the then outstanding Obligations arising with respect to the Revolving Loans.”

2.6Amendments and Waivers. Section 11.3(a)(i) of the Loan Agreement is hereby amended by replacing the period at the end of subclause (G) with a semicolon and the word “or” and adding a subclause (H) as follows:

“(H) amend, modify or waive any provision of Section 9.23 hereof or waive an Event of Default arising from a breach of Section 9.23 hereof.”

2.7Minimum Amount of Assignments. The first sentence of Section 13.6(a) of the Loan Agreement is hereby amended by replacing the reference to “$10,000,000” in clause (ii) with “$5,000,000”.

Section 3.Amendments to Schedules.

3.1Schedule 9.14 of the Loan Agreement (Fiscal Year, Fiscal Quarter and Fiscal Month Ending Dates) is hereby replaced with the Schedule 9.14 attached as Exhibit A to this Amendment No. 10.

3.2Schedule 1.124 of the Loan Agreement (Revolving Loan Commitments) is hereby replaced with the Schedule 1.124 attached as Exhibit B to this Amendment No. 10.

Section 4.Representations and Warranties. Borrowers and Guarantors, jointly and severally, represent and warrant with and to Agent and Lenders as follows, which representations and warranties, together with the representations and warranties in the other Financing Agreements, shall survive the execution and delivery hereof, and the truth and correctness thereof, in all material respects, being a continuing condition of the making of any Loans by Lenders (or Agent on behalf of Lenders) to Borrowers:

4.1This Amendment No. 10 has been duly authorized, executed and delivered by all necessary action on the part of Borrowers and Guarantors which are a party hereto and is in full force and effect as of the date hereof, as the case may be, and the obligations of Borrowers or Guarantors contained herein constitute legal, valid and binding obligations of Borrowers and Guarantors, as the case may be, enforceable against them in accordance with their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

4.2All of the representations and warranties set forth in the Loan Agreement as amended hereby, and the other Financing Agreements, are true and correct in all material respects after giving effect to the provisions of this Amendment No. 10, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such date.

4.3After giving effect to the provisions of this Amendment No. 10, no Default or Event of Default exists or has occurred and is continuing.

Section 5.Conditions Precedent. Concurrently with the execution and delivery hereof, and as a further condition to the effectiveness of this Amendment No. 10 and the agreement of Agent to the modifications and amendments set forth in this Amendment No. 10:

5.1Agent shall have received an executed copy of an original or executed original counterparts of this Amendment No. 10 by electronic mail or facsimile (with the originals to be delivered within five (5) Business Days after the date hereof), duly authorized, executed and delivered by each Borrower and Guarantor; and

5.2each Borrower and Guarantor shall deliver, or cause to be delivered, to Agent a true and correct copy of any consent, waiver or approval to or of this Amendment No. 10, which any Borrower or Guarantor is required to obtain from any other Person, and such consent, approval or waiver shall be in a form and substance satisfactory to Agent in its good faith determination;

5.3Agent shall have received approvals of all Lenders required to consent to the amendments to the Loan Agreement and the other Financing Agreements, set forth in this Amendment No. 10;

5.4Agent shall have received projections of the monthly balance sheets, income statements, statements of cash flows and availability of the BlueLinx and its Subsidiaries for the period through the fiscal year ending December 31, 2016, with assumptions and otherwise in form and substance reasonably satisfactory to Agent;

5.5as of the date hereof, Excess Availability shall be not less than $60,000,000;

5.6Agent shall have received, in form and substance satisfactory to Agent, a Borrowing Base Certificate consistent with Agent’s customary procedures and practices so as to obtain current results as of the date hereof;

5.7Agent shall have received payment, or shall be authorized to charge the Borrowers' Loan Account for payment, of all fees set forth in any fee letter between Agent and Borrowers with respect to the transactions contemplated by this Amendment No. 10;

5.8all of the representations and warranties set forth in the Loan Agreement and the other Financing Agreements, each as amended by this Amendment No. 10, shall be true and correct in all material respects on and as of the date hereof, as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such date; and

5.9after giving effect to the amendment contemplated by this Amendment No. 10, no Default or Event of Default shall exist or have occurred and be continuing.

Section 6.Effect of this Amendment No. 10. Except as expressly set forth herein, no other amendments, changes or modifications to the Financing Agreements are intended or implied, and in all other respects the Financing Agreements are hereby specifically ratified, restated and confirmed by all parties hereto as of the date hereof and Borrowers and Guarantors shall not be entitled to any other or further amendment by virtue of the provisions of this Amendment No. 10 or with respect to the subject matter of this Amendment No. 10. To the extent of conflict

between the terms of this Amendment No. 10 and the other Financing Agreements, the terms of this Amendment No. 10 shall control. The Loan Agreement and this Amendment No. 10 shall be read and construed as one agreement.

Section 7.Further Assurances. Borrowers and Guarantors shall execute and deliver such additional documents and take such additional action as may be reasonably requested by Agent to effectuate the provisions and purposes set forth in this Amendment No. 10.     

Section 8.Governing Law. The validity, interpretation and enforcement of this Amendment No. 10 and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflict of laws or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.

Section 9.Binding Effect. This Amendment No. 10 shall be binding upon and inure to the benefit of Borrowers, Guarantors, Agent and Lenders and their respective successors and assigns.

Section 10.Waiver, Modification, Etc. No provision or term of this Amendment No. 10 may be modified, altered, waived, discharged or terminated orally, but only by an instrument in writing executed by the party against whom such modification, alteration, waiver, discharge or termination is sought to be enforced.

Section 11.Entire Agreement. This Amendment No. 10 represents the entire agreement and understanding concerning the subject matter hereof among the parties hereto, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written.

Section 12.Headings. The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment No. 10.

Section 13.Counterparts. This Amendment No. 10 may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment No. 10 by telefacsimile or other electronic transmission shall have the same force and effect as the delivery of an original executed counterpart of this Amendment No. 10. Any party delivering an executed counterpart of this Amendment No. 10 by telefacsimile or other electronic transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Amendment No. 10.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 10 to be duly executed and delivered by their authorized officers as of the day and year first above written.

BORROWERS

BLUELINX CORPORATION

By:/s/ Susan C. O’FarrellName: Susan C. O’FarrellTitle:SVP, CFO and Treasurer

BLUELINX FLORIDA LP

By: BlueLinx Florida Holding No. 2 Inc.,    its General Partner

By:/s/ Susan C. O’FarrellName: : Susan C. O’FarrellTitle:Treasurer

GUARANTORS

BLUELINX FLORIDA HOLDING NO. 1 INC.

By:/s/ Susan C. O’FarrellName: : Susan C. O’FarrellTitle:Treasurer

BLUELINX FLORIDA HOLDING NO. 2 INC.

By:/s/ Susan C. O’FarrellName: : Susan C. O’FarrellTitle:Treasurer

[SIGNATURES CONTINUED ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

AGENT AND LENDERS

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent and as a Revolving Loan Lender and Tranche A Loan Lender

By:/s/ Thomas A MartinName: Thomas A. MartinTitle:Vice President

[SIGNATURES CONTINUED ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

BANK OF AMERICA, N.A., as Joint Lead Arranger, Bookrunner and a Documentation Agent and as a Revolving Loan Lender and a Tranche A Loan Lender

By:/s/ Douglas CowanName: Douglas CowanTitle:Senior Vice President

[SIGNATURES CONTINUED ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

JPMORGAN CHASE BANK, N.A., as
a Documentation Agent and as a Revolving Loan Lender

By:/s/ Eric A. AndersonName: Eric A. AndersonTitle:Authorized Officer

[SIGNATURES CONTINUED ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

REGIONS BANK, as Syndication Agent and as a Joint Bookrunner and as a Revolving Loan Lender

By:/s/ Kathy MyersName: Kathy MyersTitle:Vice President

[SIGNATURES CONTINUED ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

TD BANK, N.A., as a Revolving Loan Lender

By:/s/ Jang KimName: Jang KimTitle:Vice President

[SIGNATURES CONTINUED ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

PNC BANK, NATIONAL ASSOCIATION, as a Revolving Loan Lender

By:/s/ Heath J. HayesName: Heath J. HayesTitle:Assistant Vice President

EX-99.1

Exhibit 99.1

4300 Wildwood Parkway

Atlanta, GA  30339

1-888-502-BLUE

www.BlueLinxCo.com

BlueLinx Contacts:

Susan O’Farrell, SVP, Treasurer & CFO                        Investor Relations:

BlueLinx Holdings Inc.                                Caroline Lowden, Director Finance

(770) 953-7000                                    (770) 953-7522

FOR IMMEDIATE RELEASE

BLUELINX ANNOUNCES EXTENSION OF REVOLVING CREDIT FACILITY

- $447.5 million ABL extended until April 2017

- $20 million FILO extended until June 2016

ATLANTA - February 18, 2015 - BlueLinx Holdings Inc. (NYSE:BXC), a leading distributor of building products in North America, announced today an amendment to its revolving credit agreement with a syndicate of banks led by Wells Fargo Bank, National Association. Under the agreement, the existing $447.5 million U.S. revolving credit facility is extended until April 2017, and the $20 million Tranche A loan component of the revolving credit facility is extended until June 2016.

“The extension of our existing loan demonstrates the continued support of our banking partners. This creates a solid foundation that allows us to run our business and focus on our future growth,” said Mitch Lewis, President and Chief Executive Officer.

Susan O’Farrell, Senior Vice President and Chief Financial Officer added, “We are pleased with the successful extension of our loan facilities. This liquidity positions our business for success well in to the future.”

BlueLinx Holdings plans to discuss this amendment and to announce Fourth Quarter 2014 earnings results on Thursday, February 19, 2015, at 10am EST. Investors can listen to the conference call and view the accompanying slide presentation by going to the BlueLinx web site, www.BlueLinxCo.com, and selecting the conference link on the Investor Relations page.

About BlueLinx Holdings Inc.

BlueLinx Holdings Inc., operating through its wholly owned subsidiary BlueLinx Corporation, is a leading distributor of building products in North America. The Company is headquartered in Atlanta, Georgia and operates its distribution business through its network of 49 distribution centers as of January 3, 2015. BlueLinx is traded on the New York Stock Exchange under the symbol BXC. Additional information about BlueLinx can be found on its website at www.BlueLinxCo.com.

Forward-looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to our ability to return to profitability and future growth. All of these forward-looking statements

1

are based on estimates and assumptions made by our management that, although believed by BlueLinx to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of BlueLinx’ control that may cause its business, strategy or actual results to differ materially from the forward-looking statements. These risks and uncertainties may include, among other things: changes in the prices, supply and/or demand for products that it distributes, general economic and business conditions in the United States; the activities of competitors; changes in significant operating expenses; changes in the availability of capital and interest rates; adverse weather patterns or conditions; acts of cyber intrusion; variations in the performance of the financial markets, including the credit markets; and other factors described in the “Risk Factors” section in the Company’s Annual Report on Form 10-K for the year ended January 4, 2014, and in its periodic reports filed with the Securities and Exchange Commission from time to time. Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. BlueLinx undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, and changes in expectation or otherwise, except as required by law.

2

EX-99.2

Exhibit 99.2

4300 Wildwood Parkway

Atlanta, GA  30339

1-888-502-BLUE

www.BlueLinxCo.com

BlueLinx Contacts:

Susan O’Farrell, SVP, Treasurer & CFO                        Investor Relations:

BlueLinx Holdings Inc.                                Caroline Lowden, Director Finance

(770) 953-7000                                    (770) 953-7522

FOR IMMEDIATE RELEASE

BLUELINX ANNOUNCES FOURTH-QUARTER AND FULL-YEAR RESULTS

- 2014 Adjusted EBITDA of $24.6 million is best since 2007 -

- Fourth Quarter Adjusted EBITDA increased $2.9 million -

- Excess Availability of $60 million -

ATLANTA - February 19, 2015 - BlueLinx Holdings Inc. (NYSE:BXC), a leading distributor of building products in North America, today reported financial results for the fiscal fourth quarter and fiscal year ended January 3, 2015.

Fourth Quarter and Fiscal Year Financial Highlights

• Adjusted EBITDA of $1.9 million in the quarter, compared to a $1.0 million loss in fourth quarter 2013

• Adjusted EBITDA of $24.6 million in 2014, compared to $1.3 million in 2013

• Excess availability of $60 million as of January 3, 2015 , an improvement of $14 million over December 2013

“We are pleased to report fiscal fourth quarter 2014 Adjusted EBITDA of $1.9 million, an improvement of approximately $2.9 million from the fiscal fourth quarter of 2013. The fourth quarter of 2014 represents our sixth consecutive quarter of improved year-over-year EBITDA results, and the full year Adjusted EBITDA of $24.6 million is a $23.3 million improvement over 2013 and our best since 2007. It is apparent that we are beginning to see the results of the numerous initiatives we began in 2014. Our team is energized as we move in to 2015 and looks forward to continuing the momentum we began last year," said Mitch Lewis, President and Chief Executive Officer.

Susan O’Farrell, Senior Vice President and Chief Financial Officer added, “We exited the year in a relatively strong cash position with excess availability of $60 million. This $14 million increase in excess availability from December 2013 enables us to continue to support the business for future growth.”

Full Year Fiscal 2014 Financial Results Compared to Prior Year

Revenues for fiscal 2014 were $1,979.4 million, a decline of $67.8 million, or 3%, on a comparable basis to $2,047.2 million in 2013, which excludes closed centers and the 53rd week. The decrease was $172.6 million, or 8% on an unadjusted basis, compared to the year ended January 4, 2014.

Gross profits for the twelve months ended January 3, 2015, were $229.1 million, compared to $228.5 million for the year ended January 4, 2014. Gross margin increased by approximately 100 basis points in 2014 to 11.6% from 10.6% in fiscal 2013. Comparable gross profit on a same center basis for 2014 increased by $9.0 million, or 4%, compared to the full year 2013 amount of $220.1 million, excluding the 53rd week.

Adjusted EBITDA for fiscal 2014 improved to $24.6 million from an Adjusted EBITDA of $1.3 million for fiscal 2013.

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The Company recorded an improvement of $26.7 million for a net loss of $13.9 million, $(0.16) per diluted share, in fiscal 2014 compared to the net loss of $40.6 million, $(0.51) per diluted share, in fiscal 2013. The full year 2014 had a loss from special items of $(0.5) million, or $(0.01) per diluted share, while fiscal 2013 had gains from special items of $10.6 million, or $0.13 per diluted share.

Fourth Quarter Results Compared to Prior Period

Revenues for the fiscal fourth quarter ended January 3, 2015, were $454.1 million, a decrease of $12.9 million, or 3%, on a comparable basis to fourth quarter 2013 when adjusting for the 14th week in the quarter. The decline was $32.2 million, or 7%, compared to $486.3 million in the fiscal fourth quarter ended January 4, 2014, when not adjusted for the additional week. Overall, comparable same center revenues were down for the quarter primarily due to structural unit volume decreases in lumber and rebar products.

Gross profit in the fiscal fourth quarter 2014 was $49.8 million, down $4.5 million, or 8%, compared to the fiscal fourth quarter 2013. Comparable gross profit on a same center basis for the fourth quarter decreased by $2.4 million compared to the fourth quarter 2013. Gross margin decreased 20 basis points in fiscal fourth quarter 2014, to 11.0% from 11.2% in the fiscal fourth quarter 2013, primarily due to a drop in lumber prices.

Adjusted EBITDA for the fiscal fourth quarter 2014 improved to $1.9 million from an Adjusted EBITDA loss of $(1.0) million for the same period a year ago.

The Company recorded a net loss of $7.6 million, or $(0.09) per diluted share, in the fiscal fourth quarter 2014 versus a loss in fiscal fourth quarter 2013 of $2.5 million, or $(0.03) per diluted share. The 2013 fourth quarter net loss included a non-cash, tax benefit of $8.0 million associated with the Company's pension plan.

The Company's Adjusted EBITDA for the fiscal fourth quarter and fiscal year ended 2014 and 2013, are shown in the following table:

BlueLinx Holdings Inc.
Unaudited reconciliation of GAAP net income (loss) to Non-GAAP Adjusted EBITDA (in millions) (1)
	Fiscal   Q4 2014			Fiscal   Q4 2013			Fiscal   2014 YTD			Fiscal   2013 YTD
GAAP net income (loss)	$	(7.6	)	$	(2.5	)	$	(13.9	)	$	(40.6	)
Adjustments:
Depreciation and amortization	2.3			2.6			9.5			9.1
Interest expense	6.7			7.0			26.8			28.0
Provision for (benefit from) income taxes	0.3			(8.3		)	$	0.3		(9.0		)
Loss from closed distribution centers	—			—			—			3.7
Gain from the sale of properties	—			(1.3		)	(5.3		)	(5.2		)
Share-based compensation expense, excluding restructuring	0.6			0.4			2.4			3.2
Restructuring, severance, debt fees, and other	(0.4		)	1.1			4.8			12.1
Adjusted EBITDA same center	$	1.9		$	(1.0	)	$	24.6		$	1.3

(1)Immaterial rounding adjustments and differences may exist between tables and previously issued presentations.

Liquidity and Capital Resources

As of January 3, 2015, the Company had $60 million of excess availability under its asset-backed revolving credit facilities, based on qualifying inventory and receivables.

2

Conference Call

BlueLinx will host a conference call today at 10:00 a.m. Eastern Time, accompanied by a supporting slide presentation. Investors can listen to the conference call and view the accompanying slide presentation by going to the BlueLinx web site, www.BlueLinxCo.com, and selecting the conference link on the Investor Relations page. Investors will be able to access an archived recording of the conference call for one week by calling 404-537-3406, Conference ID# 21238432. The recording will be available two hours after the conference call has concluded. Investors also can access a recording of this call on the BlueLinx website, where a replay of the webcast will be available for 90 days.

Use of Non-GAAP Measures

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

Adjusted EBITDA is a non-GAAP measure that management uses to evaluate the performance of the Company. Adjusted EBITDA, as we define it, is an amount equal to net income (loss) plus interest expense and related items, income taxes, stock compensation, depreciation and amortization, further adjusted to exclude other non-cash items and certain other adjustments. Adjusted EBITDA is presented herein because we believe it is a useful supplement to cash flow from operations in understanding cash flows generated from operations that are available for debt service (interest and principal payments) and further investment in acquisitions. However, Adjusted EBITDA is not a presentation made in accordance with GAAP, and is not intended to present a superior measure of the financial condition from those determined under GAAP.

About BlueLinx Holdings Inc.

BlueLinx Holdings Inc., operating through its wholly owned subsidiary BlueLinx Corporation, is a leading distributor of building products in North America. The Company is headquartered in Atlanta, Georgia and operates its distribution business through its network of 49 distribution centers as of January 3, 2015. BlueLinx is traded on the New York Stock Exchange under the symbol BXC. Additional information about BlueLinx can be found on its website at www.BlueLinxCo.com.

Forward-looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to our ability to return to profitability, and our guidance regarding anticipated financial results. All of these forward-looking statements are based on estimates and assumptions made by our management that, although believed by BlueLinx to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of BlueLinx’ control that may cause its business, strategy or actual results to differ materially from the forward-looking statements. These risks and uncertainties may include, among other things: changes in the prices, supply and/or demand for products that it distributes, general economic and business conditions in the United States; the activities of competitors; changes in significant operating expenses; changes in the availability of capital and interest rates; adverse weather patterns or conditions; acts of cyber intrusion; variations in the performance of the financial markets, including the credit markets; and other factors described in the “Risk Factors” section in the Company’s Annual Report on Form 10-K for the year ended January 3, 2015, and in its periodic reports filed with the Securities and Exchange Commission from time to time. Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. BlueLinx undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, and changes in expectation or otherwise, except as required by law.

- Tables to Follow -

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BLUELINX HOLDINGS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Three Months Ended   January 3, 2015			Three Months Ended   January 4, 2014			Twelve Months Ended   January 3, 2015			Twelve Months Ended   January 4, 2014
	(unaudited)						(unaudited)
Net sales	$	454,110		$	486,275		$	1,979,393		$	2,151,972
Cost of sales	404,295			431,927			1,750,289			1,923,489
Gross profit	49,815			54,348			229,104			228,483
Operating expenses:
Selling, general, and administrative	48,088			55,483			206,095			240,667
Depreciation and amortization	2,297			2,571			9,473			9,117
Total operating expenses	50,385			58,054			215,568			249,784
Operating income (loss)	(570		)	(3,706		)	13,536			(21,301		)
Non-operating expenses (income):
Interest expense	6,681			6,998			26,771			28,024
Other expense (income), net	12			50			325			306
Income (loss) before provision for (benefit from) income taxes	(7,263		)	(10,754		)	(13,560		)	(49,631		)
Provision for (benefit from) income taxes	377			(8,297		)	312			(9,013		)
Net income (loss)	$	(7,640	)	$	(2,457	)	$	(13,872	)	$	(40,618	)
Basic and diluted weighted average number of common shares outstanding	86,545			84,818			86,001			80,163
Basic and diluted net income (loss) per share applicable to common stock	$	(0.09	)	$	(0.03	)	$	(0.16	)	$	(0.51	)

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BLUELINX HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

	January 3, 2015			January 4, 2014
Assets:	(unaudited)
Current assets:
Cash and cash equivalents	$	4,522		$	5,034
Receivables, net	144,537			150,297
Inventories, net	242,546			223,580
Other current assets	23,289			22,814
Total current assets	414,894			401,725
Property, plant, and equipment:
Land and land improvements	41,095			41,176
Buildings	90,161			90,082
Machinery and equipment	77,279			73,004
Construction in progress	1,188			3,028
Property, plant, and equipment, at cost	209,723			207,290
Accumulated depreciation	(104,456		)	(96,171		)
Property, plant, and equipment, net	105,267			111,119
Non-current deferred income tax assets, net	501			824
Other non-current assets	18,320			14,821
Total assets	$	538,982		$	528,489
Liabilities:
Current liabilities:
Accounts payable	$	67,291		$	60,363
Bank overdrafts	27,280			19,377
Accrued compensation	5,643			4,173
Current maturities of long-term debt	2,679			9,141
Deferred income taxes, net	518			823
Other current liabilities	13,831			12,949
Total current liabilities	117,242			106,826
Non-current liabilities:
Long-term debt	403,274			387,238
Other non-current liabilities	54,492			40,323
Total liabilities	575,008			534,387
Stockholders’ deficit:
Common Stock	888			866
Additional paid-in capital	253,051			251,150
Accumulated other comprehensive income (loss)	(34,425		)	(16,293		)
Accumulated deficit	(255,540		)	(241,621		)
Total stockholders’ deficit	(36,026		)	(5,898		)
Total liabilities and stockholders’ deficit	$	538,982		$	528,489

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BLUELINX HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Fiscal Year Ended January 3, 2015			Fiscal Year Ended January 4, 2014
Cash flows from operating activities:	(unaudited)
Net income (loss)	$	(13,872	)	$	(40,618	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization	9,473			9,117
Amortization of debt issuance costs	3,156			3,184
Write-off of debt issuance costs	—			119
Gain from the sale of properties	(5,251		)	(5,220		)
Vacant property charges, net	—			1,321
Severance charges	2,067			5,607
Payments on modification on lease agreement	—			(300		)
Deferred income tax benefit	17			(5		)
Restructuring payments	(2,805		)	(3,057		)
Intraperiod income tax allocation related to the hourly pension plan	—			(8,894		)
Pension expense	901			4,591
Share-based compensation expense, excluding restructuring related	3,840			3,222
Share-based compensation expense, restructuring related	—			2,895
Increase in restricted cash related to insurance and other	(263		)	(1,810		)
Increase in prepaid assets	(942		)	(3,062		)
Accrued compensation and other	(2,442		)	(3,033		)
Change in net cash from other operating activities	(6,121		)	(35,943		)
Changes in primary working capital components:
Receivables	5,760			7,168
Inventories	(18,966		)	6,479
Accounts payable	7,026			(17,585		)
Net cash used in operating activities	(12,301		)	(39,881		)
Cash flows from investing activities:
Property, plant, and equipment investments	(3,016		)	(4,912		)
Proceeds from disposition of assets	7,368			10,365
Net cash provided by investing activities	4,352			5,453
Cash flows from financing activities:
Excess tax benefits from share-based compensation arrangements	(16		)	16
Repurchase of shares to satisfy employee tax withholdings	(957		)	(3,192		)
Repayments on the revolving credit facilities	(476,473		)	(560,186		)
Borrowings from the revolving credit facilities	494,794			599,968
Payments of principal on mortgage	(9,220		)	(19,038		)
Payments on capital lease obligations	(2,228		)	(3,142		)
Increase (decrease) in bank overdrafts	7,902			(16,007		)
Decrease in restricted cash related to the mortgage	(6,066		)	40
Debt issuance costs	(201		)	(2,900		)
Proceeds from (payments on) stock offering, less expenses paid	(98		)	38,715
Net cash provided by financing activities	7,437			34,274
Increase in cash	(512		)	(154		)
Balance, beginning of period	5,034			5,188
Balance, end of period	$	4,522		$	5,034

6

BLUELINX HOLDINGS INC.

RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP ADJUSTED EBITDA

(In thousands)

(unaudited)

	Fiscal   Q4 2014			Fiscal   Q4 2013			Fiscal   2014 YTD			Fiscal   2013 YTD
GAAP net income (loss)	$	(7,640	)	$	(2,457	)	$	(13,872	)	$	(40,618	)
Adjustments:
Depreciation and amortization	2,297			2,571			9,473			9,117
Interest expense	6,681			6,998			26,771			28,024
Provision for (benefit from) income taxes	377			(8,297		)	312			(9,013		)
Loss from closed distribution centers	—			—			—			3,689
Gain from the sale of properties	—			(1,311		)	(5,251		)	(5,220		)
Share-based compensation expense, excluding restructuring	579			356			2,351			3,222
Restructuring, severance, debt fees, and other	(434		)	1,167			4,799			12,123
Adjusted EBITDA same center	1,860			(973		)	24,583			1,324
Add back EBITDA loss week of December 29, 2013	—			1,081			—			1,081
Comparable 13/52 week vs. 13/52 week	$	1,860		$	108		$	24,583		$	2,405

7

BLUELINX HOLDINGS INC.

COMPARABLE SAME CENTER SCHEDULE

(In thousands)

(unaudited)

	Fiscal   Q4 2014			Fiscal   Q4 2013			Fiscal   2014 YTD			Fiscal   2013 YTD
Net sales	$	454,110		$	486,275		$	1,979,393		$	2,151,972
Less: closed centers	—			—			—			85,578
Same center net sales	454,110			486,275			1,979,393			2,066,394
Less week of December 29, 2013 (1)	—			19,219			—			19,219
Comparable 13/52 week vs. 13/52 week	$	454,110		$	467,056		$	1,979,393		$	2,047,175
Actual year-over-year percentage decrease	(6.6		)%				(8.0		)%
Same center year-over-year percentage decrease	(6.6		)%				(4.2		)%
Comparable year-over-year percentage decrease	(2.8		)%				(3.3		)%
Gross profit	$	49,815		$	54,348		$	229,104		$	228,483
Less: closed centers	—			—			—			6,294
Same center gross profit	49,815			54,348			229,104			222,189
Less week of December 29, 2013 (1)	—			2,087			—			2,087
Comparable 13/52 week vs. 13/52 week	$	49,815		$	52,261		$	229,104		$	220,102
Total operating expenses	$	50,385		$	58,054		$	215,568		$	249,784
Less: closed centers	—			—			—			9,983
Same center operating expenses	50,385			58,054			215,568			239,801
Less week of December 29, 2013 (1)	—			3,345			—			3,345
Comparable 13/52 week vs. 13/52 week	$	50,385		$	54,709		$	215,568		$	236,456
Operating income (loss)	$	(570	)	$	(3,706	)	$	13,536		$	(21,301	)
Add back loss from closed centers	—			—			—			3,689
Same center operating income (loss)	(570		)	(3,706		)	13,536			(17,612		)

(1) Based on actual shipments for week ending January 4, 2014.

8

EX-99.3

BlueLinx Quarterly Review 4th Quarter 2014

2 Forward-Looking Statement Safe Harbor - This presentation includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All of these forward-looking statements are based on estimates and assumptions made by our management that, although believed by us to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of our control, that may cause our business, strategy or actual results to differ materially from the forward-looking statements. These risks and uncertainties may include, among other things: changes in the prices, supply, and/or demand for products which we distribute; general economic and business conditions in the United States; the activities of competitors; changes in significant operating expenses; changes in the availability of capital and interest rates; adverse weather patterns or conditions; acts of cyber intrusion; variations in the performance of the financial markets, including the credit markets; and other factors described in the "Risk Factors" section in our Annual Report on Form 10-K for the fiscal year ended January 3, 2015, and in our other periodic reports filed with the SEC. In addition, the statements in this presentation are made as of February 19, 2015. We undertake no obligation to update any of the forward-looking statements made herein, whether as a result of new information, future events, changes in expectation or otherwise. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to February 19, 2015. Use of Non-GAAP and Adjusted Financial Information - To supplement GAAP financial information, we use adjusted measures of operating results which are non-GAAP measures. This non-GAAP adjusted financial information is provided as additional information for investors. These adjusted results exclude certain costs, expenses, gains and losses, and we believe their exclusion can enhance an overall understanding of our past financial performance and also our prospects for the future. These adjustments to our GAAP results are made with the intent of providing both management and investors a more complete understanding of our operating performance by excluding non-recurring, infrequent or other non-cash charges that are not believed to be material to the ongoing performance of our business. The presentation of this additional information is not meant to be considered in isolation or as a substitute for GAAP measures of net earnings, diluted earnings per share or net cash provided by (used in) operating activities prepared in accordance with generally accepted accounting principles in the United States. BlueLinx Holdings Inc.

3 Mitch Lewis Chief Executive Officer

4 Executive Summary – Fourth Quarter and Full Year 2014 Quarterly Results • $60 million excess availability at end of fourth quarter 2014 ◦ $14 million dollar improvement over end of fourth quarter 2013 • Adjusted EBITDA $1.9 million for fourth quarter 2014 ◦ Improvement of $2.9 million over fiscal fourth quarter 2013 ◦ First positive fourth quarter Adjusted EBITDA since 2006 • Sixth consecutive year-over-year quarterly improvement of Adjusted EBITDA Full Year Results • Best Adjusted EBITDA since 2007 • Adjusted EBITDA of $24.6 million compared to fiscal 2013 Adjusted EBITDA of $1.3 million • Gross margin of 11.6%, up approximately 100 basis points from 10.6% in fiscal 2013

5 Single-Family Housing Starts Single-family housing activity continued modest improvement in the fourth quarter, ending the year at highest level in last six years Source: U.S. Census Bureau

6 Price and Volume Fiscal Fourth Quarter 2014 Average selling price for our structural wood business was up 2.8% Volumes down in roofing, paneling, insulation; up in siding, decking Volumes down in lumber and rebar Comparable Revenues down $12.9M Variance Analysis ($ millions) Price/Other Specialty Unit Volume -0.6% Structural Unit Volume -7.9%

7 Quarterly Same Center Revenues (1) Immaterial rounding adjustments and differences may exist between appendix slides, press releases, and previously issued presentations. % by Product Vs. Year Ago • Mix shifted by 2% to Specialty products versus prior year Comparable Same Center Revenues Down $12.9M or 3% ($ millions) Vs. Year Ago (excl. 53rd week) • Specialty sales down 0.4% • Structural sales down 5.3% 4Q '13 4Q '14 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14

8 Key Emphasis • Focus on opportunities in the local markets • Drive operational improvements across the organization • Supplier engagement to create mutual success • Continue margin enhancement activities • Closely manage working capital and liquidity Key Emphasis for BlueLinx

9 Susan O’Farrell Chief Financial Officer and Treasurer

10 Debt Restructuring • Asset Backed Revolving Credit Facilities ◦ Successful extension of $447.5 million U.S. revolving credit facility until April 2017 • FILO ◦ Successful extension of $20 million Tranche A loan to full maturity of June 2016 • Mortgage ◦ Currently evaluating refinancing options

11 in millions - unaudited (1) (2) Q4 2014 Q4 2013 YTD 2014 YTD 2013 Net Sales $ 454.1 $ 486.3 $ 1,979.4 $ 2,152.0 Less: closed centers — — — 85.6 Less: week of December 29, 2013 — 19.2 — 19.2 Comparable Net Sales $ 454.1 $ 467.1 $ 1,979.4 $ 2,047.2 Gross profit $ 49.8 $ 54.3 $ 229.1 $ 228.5 Less: closed centers — — — 6.3 Less: week of December 29, 2013 — 2.1 — 2.1 Comparable Gross Profit $ 49.8 $ 52.2 $ 229.1 $ 220.1 Gross Margin 11.0 % 11.2 % 11.6 % 10.6 % Comparable Gross Margin 11.0 % 11.2 % 11.6 % 10.8 % Revenue and Gross Profit • Comparable Gross Profit of $229 million, up 4%, from $220 million in fiscal 2013 • Fiscal 2014 Gross Margin 11.6% versus 10.6% in fiscal 2013 (1) Immaterial rounding adjustments and differences may exist between appendix slides, press releases, and previously issued presentations. (2) The fiscal fourth quarter and fiscal year ended January 4, 2014 included 14 and 53 weeks, respectively, compared to 13 and 52 weeks, respectively, for the fiscal fourth quarter and year ended January 3, 2015. "Comparable" data excludes the impact of the 53rd week.

12 in millions - unaudited(1) Q4 2014 Q4 2013 YTD 2014 YTD 2013 Logistics $ 25.4 $ 29.3 $ 110.1 $ 119.3 Sales 14.6 17.1 61.8 69.6 G&A 10.4 11.7 43.6 60.9 Total Operating Expenses $ 50.4 $ 58.1 $ 215.5 $ 249.8 Operating Expenses Fiscal 2014 operating expenses down $34.3 million, or 13.7%, from fiscal 2013 • Logistics costs down $9.2 million, or 8%, from fiscal 2013 • Sales costs down $7.8 million, or 11%, from fiscal 2013 • SG&A down $17.3 million, or 28%, from fiscal 2013 (1) Immaterial rounding adjustments and differences may exist between appendix slides, press releases, and previously issued presentations.

13 GAAP Net Income (Loss) & Adjusted EBITDA Adjusted EBITDA $ in millions - unaudited (1) (2) Q4 2014 Q4 2013 YTD 2014 YTD 2013 GAAP net income (loss) $(7.6) $(2.5) $(13.9) $(40.6) Adjustments: Depreciation and amortization 2.4 2.6 9.5 9.1 Interest expense 6.6 7.0 26.8 28.0 Provision for (benefit from) income taxes 0.3 (8.3) 0.3 (9.0) Loss from closed distribution centers — — — 3.7 Gain from the sale of properties — (1.3) (5.2) (5.2) Share-based compensation expense, excluding restructuring 0.6 0.3 2.4 3.2 Restructuring, severance, debt fees, and other (0.4) 1.2 4.8 12.1 Adjusted EBITDA same center 1.9 (1.0) 24.6 1.3 Add back loss week of December 29, 2013 — 1.1 — 1.1 Comparable Adjusted EBITDA $1.9 $0.1 $24.6 $2.4 (1) Immaterial rounding adjustments and differences may exist between appendix slides, press releases, and previously issued presentations. (2) The fiscal fourth quarter and fiscal year ended January 4, 2014 included 14 and 53 weeks, respectively, compared to 13 and 52 weeks, respectively, for the fiscal fourth quarter and year ended January 3, 2015. "Comparable" data excludes the impact of the 53rd week. Improved Adjusted EBITDA by $23.3 million for the year

14 Cash Flows Year-to-Date Operating Cash Usage Improved $27.6 million ($39.9) ($12.3) Q4 2014 Q4 2013 YTD 2014 YTD 2013 in millions - unaudited (1) Net cash (used in) provided by operating activities $ 41.1 $ 30.9 $ (12.3 ) $ (39.9 ) Net cash (used in) provided by investing activities (1.1 ) 1.4 4.4 5.4 Net cash (used in) provided by financing activities (43.3 ) (34.1 ) 7.4 34.3 Increase (decrease) in cash (3.3 ) (1.8 ) (0.5 ) (0.2 ) Cash balance, beginning of period 7.8 6.8 5.0 5.2 Cash balance, end of period $ 4.5 $ 5.0 $ 4.5 $ 5.0 (1) Immaterial rounding adjustments and differences may exist between appendix slides, press releases, and previously issued presentations.

15 Cash Cycle Days (1) Immaterial rounding adjustments and differences may exist between appendix slides, press releases, and previously issued presentations. (2) Working capital as defined by A/R plus inventory less A/P & bank overdrafts • TTM Cash Cycle at 65 days • Year end working capital(2) was down $24 million from year end 2013

16 TOPIC PAGE Profit and Loss Statement 17 Adjusted EBITDA 18 Same Center - Revenue and Gross Profit 19 Revenue and Unit Volume 20 Gross Profit and Margin 21 Reconciliation of Debt Principal Payable to Non-GAAP Net Debt 22 Capital Structure 23 Structural Products Price Trends 24 Appendix

17 Profit and Loss Statement Profit and Loss Statement $ in millions except per share amounts - unaudited (1) Q4 2014 Q4 2013 YTD 2014 YTD 2013 Net sales $ 454.1 $ 486.3 $ 1,979.3 $ 2,152.0 Cost of sales 404.3 432.0 1,750.2 1,923.6 Gross profit 49.8 54.3 229.1 228.4 Gross margin % 11.0% 11.2% 11.6% 10.6% Operating expenses: Selling, general, and administrative 48.1 55.5 206.1 240.7 Depreciation and amortization 2.3 2.6 9.5 9.1 Total operating expenses 50.4 58.1 215.6 249.8 Operating income (loss) (0.6 ) (3.8 ) 13.5 (21.4 ) Non-operating expenses (income): Interest expense 6.6 7.0 26.8 28.0 Other expense (income), net — — 0.3 0.2 Income (loss) before provision for (benefit from) income taxes (7.2 ) (10.8 ) (13.6 ) (49.6 ) Provision for (benefit from)income taxes 0.4 (8.3 ) 0.3 (9.0 ) Net income (loss) $ (7.6 ) $ (2.5 ) $ (13.9 ) $ (40.6 ) Diluted EPS $ (0.09 ) $ (0.03 ) $ (0.16 ) $ (0.51 ) (1) Immaterial rounding adjustments and differences may exist between appendix slides, press releases, and previously issued presentations.

18 Adjusted EBITDA (1) Immaterial rounding adjustments and differences may exist between appendix slides, press releases, and previously issued presentations. (2) The fiscal fourth quarter and fiscal year ended January 4, 2014 included 14 and 53 weeks, respectively, compared to 13 and 52 weeks, respectively, for the fiscal fourth quarter and year ended January 3, 2015. "Comparable" data excludes the impact of the 53rd week. Adjusted EBITDA in millions - unaudited (1) (2) Q4 2014 Q4 2013 YTD 2014 YTD 2013 GAAP net income (loss) $ (7.6 ) $ (2.5 ) $ (13.9 ) $ (40.6 ) Adjustments: Depreciation and amortization 2.3 2.6 9.5 9.1 Interest expense 6.7 7.0 26.8 28.0 Provision for (benefit from) income taxes 0.3 (8.3 ) 0.3 (9.0 ) Loss from closed distribution centers — — — 3.7 Gain from the sale of properties — (1.3 ) (5.3 ) (5.2 ) Share-based compensation expense, excluding restructuring 0.6 0.4 2.4 3.2 Restructuring, severance, debt fees, and other (0.4 ) 1.1 4.8 12.1 Adjusted EBITDA same center 1.9 (1.0 ) 24.6 1.3 Add back loss week of December 29, 2013 — 1.1 — 1.1 Comparable Adjusted EBITDA $ 1.9 $ 0.1 $ 24.6 $ 2.4

19 Same Center - Revenue and Gross Profit (1) Immaterial rounding adjustments and differences may exist between appendix slides, press releases, and previously issued presentations. (2) The fiscal fourth quarter and fiscal year ended January 4, 2014 included 14 and 53 weeks, respectively, compared to 13 and 52 weeks, respectively, for the fiscal fourth quarter and year ended January 3, 2015. "Comparable" data excludes the impact of the 53rd week. Comparable Same Center in millions - unaudited (1) (2) Q4 2014 Q4 2013 YTD 2014 YTD 2013 Net Sales $ 454.1 $ 486.3 $ 1,979.4 $ 2,152.0 Less: closed centers — — — 85.6 Same center net sales 454.1 486.3 1,979.4 2,066.4 Less: week of December 29, 2013 (1) — 19.2 — 19.2 Comparable Net Sales $ 454.1 $ 467.1 $ 1,979.4 $ 2,047.2 Actual year-over-year percentage increase (decrease) (6.6 )% (8.0 )% Same center year-over-year percentage increase (decrease) (6.6 )% (4.2 )% Comparable year-over-year percentage increase (decrease) (2.8 )% (3.3 )% Gross profit $ 49.8 $ 54.3 $ 229.1 $ 228.5 Less: closed centers — — — 6.3 Same center gross profit 49.8 54.3 229.1 222.2 Less: week of December 29, 2013 (1) — 2.1 — 2.1 Comparable Gross Profit $ 49.8 $ 52.2 $ 229.1 $ 220.1 Gross Margin % 11.0 % 11.2 % 11.6 % 10.8 % Total Operating Expenses $ 50.4 $ 58.1 $ 215.6 $ 249.8 Less: closed centers — — — 10.0 Same center operating expenses 50.4 58.1 215.6 239.8 Less: week of December 29, 2013 (1) — 3.3 — 3.3 Comparable Total Operating Expenses $ 50.4 $ 54.8 $ 215.6 $ 236.5 Operating Income (loss) $ (0.6 ) $ (3.7 ) $ 13.5 $ (21.3 ) Add back loss from closed centers — — — 3.7 Same center operating income (loss) (0.6 ) (3.7 ) 13.5 (17.6 ) Add back loss week of December 29, 2013 (1) — 1.3 — 1.3 Comparable Operating Income (loss) $ (0.6 ) $ (2.4 ) $ 13.5 $ (16.3 )

20 Same Center - Revenue and Unit Volume Comparable Same Center Sales $ in millions - unaudited (1) (2) Q4 2014 Q4 2013 YTD 2014 YTD 2013 Specialty $ 263.9 $ 264.8 $ 1,168.9 $ 1,144.2 Structural 195.0 205.9 831.6 918.7 Other (3) (4.8 ) (3.6 ) (21.1 ) (15.7 ) Total $ 454.1 $ 467.1 $ 1,979.4 $ 2,047.2 Comparable Same Center Sales Mix % - unaudited (1) (2) Specialty 57.5 % 56.3 % 58.4 % 55.5 % Structural 42.5 % 43.7 % 41.6 % 44.5 % Comparable Same Center Unit Volume Change - unaudited (1) (2) Specialty (0.6 )% 9.6 % 1.0 % 7.4 % Structural (7.9 )% 9.5 % (8.9 )% 11.0 % Total (3.8 )% 9.6 % (3.4 )% 8.9 % (1) Immaterial rounding adjustments and differences may exist between appendix slides, press releases, and previously issued presentations. (2) The fiscal fourth quarter and fiscal year ended January 4, 2014 included 14 and 53 weeks, respectively, compared to 13 and 52 weeks, respectively, for the fiscal fourth quarter and year ended January 3, 2015. "Comparable" data excludes the impact of the 53rd week. (3) Includes cash discounts, service revenue, Canadian conversion, and accruals.

21 Same Center - Gross Profit and Margin Comparable Same Center Gross Profit $ in millions - unaudited (1) (2) Q4 2014 Q4 2013 YTD 2014 YTD 2013 Specialty $ 35.1 $ 34.3 $ 156.1 $ 148.6 Structural 14.9 17.0 69.0 67.1 Other (0.2 ) 0.9 4.0 4.4 Total $ 49.8 $ 52.2 $ 229.1 $ 220.1 Comparable Same Center Gross Margin's % - unaudited (1) (2) Specialty 13.3 % 13.0 % 13.4 % 13.0 % Structural 7.7 % 8.3 % 8.3 % 7.3 % Other n/a n/a n/a n/a Total 11.0 % 11.2 % 11.6 % 10.8 % (1) Immaterial rounding adjustments and differences may exist between appendix slides, press releases, and previously issued presentations. (2) The fiscal fourth quarter and fiscal year ended January 4, 2014 included 14 and 53 weeks, respectively, compared to 13 and 52 weeks, respectively, for the fiscal fourth quarter and year ended January 3, 2015. "Comparable" data excludes the impact of the 53rd week.

22 Reconciliation of Debt Principal Payable to Non-GAAP Net Debt Debt $ in millions - unaudited (1) January 3, January 4, 2015 2014 Revolving credit facilities $ 229.5 $ 211.2 Mortgage 177.7 186.9 Total debt principal payable (GAAP) 407.2 398.1 Less: Cash and cash equivalents (4.5 ) (5.0 ) Mortgage LCR trap (6.1 ) — Net debt (Non-GAAP) $ 396.6 $ 393.1 Excess Availability $ 59.5 $ 45.8

23 Capital Structure • Asset Backed Revolving Credit Facilities •Extended until April 2017 •$59.5 million excess availability as of January 3, 2015 •$447.5 million U.S. facility with additional $75.0 million uncommitted accordion facility •Libor +3.5% •$20 million Tranche A loan – extended until June 2016 •Libor +5.25% •$10 million Canadian facility with additional $5.0 million uncommitted accordion facility •Libor or Banker’s Acceptance +2.50% • Mortgage •Due July 2016 •Currently evaluating refinancing options •Book value of the real estate $81.7 million as of January 3, 2015 •Appraisal value as of June 2006 of current properties of approximately $322 million •Outstanding mortgage $178 million as of January 3, 2015 ◦$6m cash trap further reduces principal to $172 million ◦Fixed 6.35% interest rate

24 Structural Products Price Trends

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