8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 8, 2019

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.)

1950 Spectrum Circle, Suite 300, Marietta, GA	30067
(Address of principal executive offices)	(Zip Code)

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

Not applicable

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

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02    Results of Operations and Financial Condition

On May 8, 2019, BlueLinx Holdings Inc. (“BlueLinx” or “the Company”) issued a press release announcing its financial results for the fiscal first quarter ended March 30, 2019. A copy of BlueLinx’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On May 8, 2019, as previously announced, BlueLinx will hold a teleconference and audio webcast to discuss its financial results from the fiscal first quarter ended March 30, 2019. The webcast will be archived and can be accessed via BlueLinx’s website at www.BlueLinxCo.com. Additionally, BlueLinx will post slides at its website, under the investor relations page, which will be referenced during the audio webcast. These slides are furnished as Exhibit 99.2 hereto. All information on the slides and in the webcast is presented as of May 8, 2019, 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, but should not be considered a substitute for or superior to GAAP results. Non-GAAP financial measures used in the included press release are therein reconciled to the most directly comparable GAAP financial measures.

The information included in this Item 2.02, as well as Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01     Financial Statements and Exhibits

(d)        Exhibits

Exhibit No.	Description
99.1	Press release, dated May 8, 2019, reporting financial results for the fiscal first quarter ended March 30, 2019
99.2	Webcast conference call slides used during webcast conference call on May 8, 2019

SIGNATURE

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.
		(Registrant)
Dated: May 8, 2019	By:	/s/ Susan C. O’Farrell
		Susan C. O’Farrell
		Senior Vice President, Chief Financial Officer, Treasurer, and Principal Accounting Officer

EX-99.1

Exhibit 99.1

1950 Spectrum Circle, Suite 300

Marietta, GA 30067

1-888-502-BLUE

www.BlueLinxCo.com

FOR IMMEDIATE RELEASE

BlueLinx Announces 2019 First Quarter Financial Results

MARIETTA, Ga., May 8, 2019 - BlueLinx Holdings Inc. (NYSE:BXC), a leading distributor of building and industrial products in the United States, today reported financial results for the fiscal first quarter ended March 30, 2019.

2019 First Quarter Financial Highlights (all comparisons to prior year period unless otherwise noted)

–Net Sales of $639 million; Up $201 million due to the acquisition of Cedar Creek in April 2018

–Gross Profit of $86 million; Up $31 million

–Gross Margin improved to 13.5% compared to 12.6%

–Net loss of $7 million compared to a net loss of $13 million

–Adjusted EBITDA, which is a non-GAAP measure, increased to $17 million, compared to $8 million

Management Commentary

Mitch Lewis, President and Chief Executive Officer, stated, “We have been pleased with our progress in the year following our Cedar Creek acquisition, and continue to see substantial long-term benefits to BlueLinx from the combination. We should achieve our annual targeted $50 million in EBITDA run-rate synergies ahead of schedule, while saving at least $25 million from the top range of our original estimated cost to achieve these synergies. Our revenue performance on a pro forma basis during the quarter compared to 2018 was impacted by deflation in commodity wood products and a reduction in single family housing starts. We are focused on finalizing our integration activities while improving operating performance to serve our customers at the highest level in the industry.”

Susan O’Farrell, Senior Vice President and Chief Financial Officer, added, “BlueLinx’s gross margin improved by 80 basis points on a pro forma basis during the period as a result of favorable synergies following the acquisition in 2018. We are also proactively pursuing a monetization strategy with our real estate assets throughout 2019, which we believe will accelerate our ability to further deleverage our balance sheet. Our excess availability and cash on hand was approximately $114 million as of March 30, 2019, compared to $92 million at year-end.”

Pro Forma Financial Information

BlueLinx completed the acquisition of Cedar Creek on April 13, 2018 (the “Closing Date”). Under generally accepted accounting principles (“GAAP”), Cedar Creek’s financial results are only included in the combined company’s reported financial results from the Closing Date forward and are not reflected in the combined company’s reported financial results for any periods prior to the Closing Date. In this release, to supplement and aid in an understanding of the combined company’s reported financial results, BlueLinx is also providing certain GAAP-based and non-GAAP pro forma financial information of the combined company that includes Cedar Creek’s financial results for the relevant periods prior to the Closing Date, as if the acquisition occurred on January 1, 2017. See “Use of Non-GAAP Measures and Supplementary Information” below and the accompanying financial schedules for more information, including descriptions of any such pro forma measures that may be non-GAAP measures and reconciliations of those non-GAAP measures to their most directly comparable GAAP measures.

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2019 First Quarter Financial Results Review

The Company reported net sales of $639 million for the first quarter of 2019, up $201 million, or 46% from the prior year period. Pro forma net sales were $784 million in the prior year period.

The Company recorded gross profit of $86 million during the first quarter, up $31 million, or 56% from the prior year period, with a gross margin of 13.5% compared to 12.6% in the prior year period. Pro forma gross profit during the prior year first quarter was $100 million, with pro forma gross margin of 12.7%.

The Company recorded a net loss of $7 million for the first quarter, compared to a net loss of $13 million in the prior year period. First quarter 2019 includes one-time charges for legal and professional fees and integration costs of $5 million related to the Cedar Creek acquisition. The prior year period included one-time charges during the fiscal first quarter for compensation expense of $9 million associated with Stock Appreciation Rights (SARs), legal, consulting, and professional fees of $4 million related to the Cedar Creek acquisition, and interest charges of $2 million in debt modification fees under the payoff of our CMBS mortgage.

Pro forma net loss for the first quarter was $3 million compared to a pro forma net loss of $9 million in the prior year period.

Adjusted EBITDA, which is a non-GAAP measure, was $17 million for the first quarter, compared to $8 million in the prior year period. Pro forma Adjusted EBITDA, also a non-GAAP measure, was $19 million in the prior year period.

Capital Structure and Liquidity

Excess availability under the Company’s revolving credit facility and cash on hand as of March 30, 2019, was approximately $114 million, compared to $92 million as of December 31, 2018.

2019 First Quarter Conference Call with Accompanying Slide Presentation

BlueLinx will host a conference call today (May 8, 2019) at 10:00 a.m. Eastern Time, accompanied by a supporting slide presentation.

Participants can access the live conference call via telephone at (877) 873-5864, using Conference ID # 9567129.

Investors can also listen to the live audio of the conference call and view the accompanying slide presentation by visiting the BlueLinx website, www.BlueLinxCo.com, and selecting the conference link on the Investor Relations page. After the conference call has concluded, an archived recording will be available on the BlueLinx website.

Use of Non-GAAP Measures and Supplementary Information

The Company reports its financial results in accordance with GAAP. The Company also believes that presentation of certain non-GAAP measures and GAAP-based and non-GAAP supplemental financial measures may be useful to investors and may provide a more complete understanding of the factors and trends affecting the business than using reported GAAP results alone. Any non-GAAP measures used herein are reconciled to their most directly comparable GAAP measures herein or in the financial tables accompanying this news release. The Company cautions that non-GAAP measures and supplemental financial measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results.

Adjusted EBITDA and Pro forma Adjusted EBITDA

We define Adjusted EBITDA as an amount equal to net income plus interest expense and all interest expense related items, income taxes, depreciation and amortization, and further adjusted for certain non-cash items and other special items, including compensation expense from share-based compensation, one-time charges associated with the legal and professional fees and integration costs related to the Cedar Creek acquisition, and gains on sales of properties including amortization of deferred gains.

We present Adjusted EBITDA because it is a primary measure used by management to evaluate operating performance and, we believe, helps to enhance investors’ overall understanding of the financial performance and cash flows of our business. We believe Adjusted EBITDA is helpful in highlighting operating trends. We also believe that Adjusted EBITDA is frequently used by securities analysts, investors and other interested parties in their evaluation of companies, many of which present an Adjusted EBITDA measure when reporting their results. 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. Adjusted EBITDA, as used herein, is not necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation.

Pro forma Adjusted EBITDA for any period is calculated in the same manner as Adjusted EBITDA, but also combines the historical results of BlueLinx for the three months ended March 31, 2018, with the historical results of Cedar Creek for the three months

2

ended March 31, 2018, giving effect to the Cedar Creek acquisition and related adjustments as if the acquisition occurred on January 1, 2017.

Supplemental Financial Measures

We completed the acquisition of Cedar Creek on April 13, 2018. As a result, Cedar Creek’s financial results are only included in the combined company’s reported financial results from the Closing Date forward. To supplement these reported results, we have provided GAAP-based and non-GAAP pro forma financial information of the combined company in this news release that includes Cedar Creek’s financial results for the relevant periods prior to the Closing Date. This pro forma information combines the historical results of BlueLinx for the three months ended March 31, 2018, with the historical results of Cedar Creek for the three months ended March 31, 2018, giving effect to the Cedar Creek acquisition and related adjustments as if the acquisition occurred on January 1, 2017.

About BlueLinx Holdings Inc.

BlueLinx (NYSE: BXC) is a leading wholesale distributor of building and industrial products in the United States with over 50,000 branded and private-label SKUs, and a broad distribution footprint servicing 40 states. BlueLinx has a differentiated distribution platform, value-driven business model and extensive cache of products across the building products industry. Headquartered in Marietta, Georgia, BlueLinx has over 2,200 associates and distributes its comprehensive range of structural and specialty products to approximately 15,000 national, regional, and local dealers, as well as specialty distributors, national home centers, industrial, and manufactured housing customers. BlueLinx encourages investors to visit its website, www.BlueLinxCo.com, which is updated regularly with financial and other important information about BlueLinx.

Contacts:

Investors:

Susan O’Farrell, SVP, CFO & Treasurer

BlueLinx Holdings Inc.

(770) 953-7000

Mary Moll, Investor Relations

(866) 671-5138

investor@bluelinxco.com

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Forward-looking Statements

This press release contains forward-looking statements. Forward-looking statements include, without limitation, any statement that predicts, forecasts, indicates or implies future results, performance, liquidity levels or achievements, and may contain the words “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” “will be,” “will likely continue,” “will likely result” or words or phrases of similar meaning. The forward-looking statements in this press release include statements about the potential benefits of the acquisition of Cedar Creek; expected levels of run-rate synergies and our confidence in achieving those run-rate synergies; the expected cost to achieve run-rate synergies; our future areas of focus; and our real estate monetization strategy and its potential benefits.

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 that may cause our business, strategy, or actual results to differ materially from the forward-looking statements. These risks and uncertainties include those discussed under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 29, 2018, and those discussed in our Quarterly Reports on Form 10-Q and in our periodic reports filed with the Securities and Exchange Commission from time to time. We operate in a changing environment in which new risks can emerge from time to time. It is not possible for management to predict all of these risks, nor can it assess the extent to which any factor, or a combination of factors, may cause our business, strategy, or actual results to differ materially from those contained in forward-looking statements. Factors that may cause these differences include, among other things: our ability to integrate and realize anticipated synergies from acquisitions; loss of material customers, suppliers, or product lines in connection with acquisitions; our indebtedness and its related limitations; sufficiency of cash flows and capital resources; changes in interest rates; fluctuations in commodity prices; adverse housing market conditions; disintermediation by customers and suppliers; changes in prices, supply and/or demand for our products; inventory management; competitive industry pressures; industry consolidation; product shortages; loss of and dependence on key suppliers and manufacturers; new tariffs; our ability to monetize real estate assets; our ability to successfully implement our strategic initiatives; fluctuations in operating results; sale-leaseback transactions and their effects; real estate leases; exposure to product liability claims; changes in our product mix; petroleum prices; information technology security and business interruption risks; litigation and legal proceedings; natural disasters and unexpected events; activities of activist stockholders; labor and union matters; limits on net operating loss carryovers; pension plan assumptions and liabilities; risks related to our internal controls; retention of associates and key personnel; federal, state, local and other regulations, including environmental laws and regulations; and changes in accounting principles. Given these risks and uncertainties, we caution you not to place undue reliance on forward-looking statements. We expressly disclaim any obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.

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BLUELINX HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended
	March 30, 2019			March 31, 2018
Net sales	$	638,701		$	437,487
Cost of sales	552,656			382,162
Gross profit	86,045			55,325
Operating expenses:
Selling, general, and administrative	74,410			59,240
Depreciation and amortization	7,328			2,665
Total operating expenses	81,738			61,905
Operating income (loss)	4,307			(6,580		)
Non-operating expenses (income):
Interest expense	13,401			8,480
Other expense (income), net	150			(94		)
Loss before benefit from income taxes	(9,244		)	(14,966		)
Benefit from income taxes	(2,525		)	(1,539		)
Net loss	$	(6,719	)	$	(13,427	)
Basic loss per share	$	(0.72	)	$	(1.47	)
Diluted loss per share	$	(0.72	)	$	(1.47	)

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BLUELINX HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

	March 30, 2019			December 29, 2018
ASSETS
Current assets:
Cash	$	12,682		$	8,939
Receivables, less allowances of $3,505 and $3,656, respectively	246,342			208,434
Inventories, net	387,330			341,851
Other current assets	33,350			40,629
Total current assets	679,704			599,853
Property and equipment, at cost	307,735			308,398
Accumulated depreciation	(107,115		)	(103,285		)
Property and equipment, net	200,620			205,113
Operating lease assets	55,618			—
Goodwill	47,772			47,772
Intangible assets, net	33,057			35,222
Deferred tax asset	53,578			52,645
Other non-current assets	19,303			19,284
Total assets	$	1,089,652		$	959,889
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	132,259		$	131,771
Bank overdrafts	42,933			17,417
Accrued compensation	9,076			7,974
Current maturities of long-term debt, net of discount and debt issuance	1,736			1,736
Finance leases - short-term	7,464			7,555
Real estate deferred gains - short-term	3,934			5,330
Operating lease liabilities - short-term	6,895			—
Other current liabilities	20,749			24,985
Total current liabilities	225,046			196,768
Non-current liabilities:
Long-term debt, net of discount and debt issuance costs	557,715			497,939
Finance leases - long-term	142,400			143,486
Real estate deferred gains - long-term	84,739			86,011
Pension benefit obligation	25,088			26,668
Operating lease liabilities - long-term	48,723			—
Other non-current liabilities	24,226			23,680
Total liabilities	1,107,937			974,552
Commitments and Contingencies
STOCKHOLDERS' DEFICIT:
Common Stock, $0.01 par value, Authorized - 20,000,000 shares, Issued and Outstanding - 9,342,894 and 9,293,794, respectively	93			92
Additional paid-in capital	259,302			258,596
Accumulated other comprehensive loss	(36,030		)	(37,129		)
Accumulated stockholders’ deficit	(241,650		)	(236,222		)
Total stockholders’ deficit	(18,285		)	(14,663		)
Total liabilities and stockholders’ deficit	$	1,089,652		$	959,889

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BLUELINX HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended
	March 30, 2019			March 31, 2018
Net cash used in operating activities	$	(77,828	)	$	(45,003	)
Cash flows from investing activities:
Proceeds from sale of assets	143			107,879
Property and equipment investments	(1,223		)	(332		)
Net cash (used in) provided by investing activities	(1,080		)	107,547
Cash flows from financing activities:
Borrowings on revolving credit facilities	197,114			119,441
Repayments on revolving credit facilities	(136,892		)	(78,789		)
Borrowings on term loan	—			—
Repayments on term loan	(900		)	—
Principal payments on mortgage	—			(97,847		)
Bank overdrafts	25,516			(271		)
Payments on finance lease obligations	(2,187		)	(946		)
Repurchase of shares to satisfy employee tax withholdings	—			(1,759		)
Net cash provided by (used in) financing activities	82,651			(60,171		)
Net change in cash	3,743			2,373
Cash at beginning of period	8,939			4,696
Cash at end of period	$	12,682		$	7,069

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BLUELINX HOLDINGS INC.

SUPPLEMENTARY INFORMATION

(In thousands)

(Unaudited)

Pro Forma Sales, Gross Profit and Net Loss

The following unaudited consolidated pro forma information presents consolidated information as if the Cedar Creek acquisition had occurred on January 1, 2017:

	Pro forma
	Quarter Ended
(In thousands)	March 30, 2019			March 31, 2018
Net sales	$	638,701		$	784,267
Gross Profit	86,045			99,708
Net loss	(3,294		)	(9,109		)

The pro forma amounts above have been calculated in accordance with GAAP after applying the Company's accounting policies and adjusting the three-months ended March 30, 2019 and March 31, 2018 for $3.4 million and $2.2 million, respectively, for transaction related costs, net of tax. Due to the net loss for the three-month periods ended March 30, 2019 and March 31, 2018, 0.1 million and 0.2 million, respectively, of incremental shares from share-based compensation arrangements were excluded from the computation of diluted weighted average shares outstanding because their effect would be anti-dilutive. The pro forma amounts do not include any potential synergies, cost savings or other expected benefits of the acquisition, are presented for illustrative purposes only, and are not necessarily indicative of results that would have been achieved had the acquisition occurred as of January 1, 2017, or of future operating performance.

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BLUELINX HOLDINGS INC.

RECONCILIATION OF NON-GAAP MEASUREMENTS

(In thousands)

(Unaudited)

The following schedule reconciles net loss to Adjusted EBITDA:

	Quarter Ended
	March 30, 2019			March 31, 2018
Net loss	$	(6,719	)	$	(13,427	)
Adjustments:
Depreciation and amortization	7,328			2,665
Interest expense	13,401			8,480
Benefit from income taxes	(2,525		)	(1,539		)
Amortization of deferred gain	(951		)	(1,171		)
Share-based compensation expense	707			9,200
Merger and acquisition costs (1)	4,597			3,592
Restructuring, severance, and legal	763			272
Adjusted EBITDA	$	16,601		$	8,072

____________________

⁽¹⁾ Reflects primarily legal, professional and other integration costs related to the Cedar Creek acquisition

The following table reconciles our pro forma net loss to pro forma Adjusted EBITDA:

	Quarter Ended
	March 30, 2019			March 31, 2018
Pro forma net loss	$	(3,294	)	$	(9,109	)
Adjustments:
Depreciation and amortization	7,328			6,749
Interest expense	13,401			14,007
Provision for (benefit from) income taxes	(1,353		)	(953		)
Amortization of deferred gain	(951		)	(1,170		)
Share-based compensation expense	707			9,200
Merger and acquisition costs (1)	—			—
Restructuring, severance, and legal	763			272
Pro forma adjusted EBITDA	$	16,601		$	18,996

____________________

⁽¹⁾ Reflects primarily legal, professional and other integration costs related to the Cedar Creek acquisition

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EX-99.2

BlueLinx (NYSE: BXC) First Quarter 2019 May 8, 2019 Conference Call Presentation

Notes To Investors Forward-Looking Statements. This presentation contains forward-looking statements. Forward-looking statements include, without limitation, any statement that predicts, forecasts, indicates or implies future results, performance, liquidity levels or achievements, and may contain the words “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” “will be,” “will likely continue,” “will likely result” or words or phrases of similar meaning. The forward-looking statements in this presentation include statements about the timing of completion of the integration of Cedar Creek; the timing and achievement of run-rate synergies from the acquisition of Cedar Creek; our plans to achieve further efficiency gains in overlap markets; our strategic initiatives; the outlook for the housing market and interest rates; our liquidity; our expectations for commodity prices in the second quarter; expected costs to achieve run-rate synergies from the Cedar Creek acquisition; our real estate monetization efforts and expected proceeds from the sale of owned real estate; our expected annual uses of cash and potential cash available for debt reduction; and our ability to utilize net operating losses. 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 that may cause our business, strategy, or actual results to differ materially from the forward- looking statements. These risks and uncertainties include those discussed under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 29, 2018, and those discussed in our Quarterly Reports on Form 10-Q and in our periodic reports filed with the Securities and Exchange Commission from time to time. We operate in a changing environment in which new risks can emerge from time to time. It is not possible for management to predict all of these risks, nor can it assess the extent to which any factor, or a combination of factors, may cause our business, strategy, or actual results to differ materially from those contained in forward-looking statements. Factors that may cause these differences include, among other things: our ability to integrate and realize anticipated synergies from acquisitions; loss of material customers, suppliers, or product lines in connection with acquisitions; our indebtedness and its related limitations; sufficiency of cash flows and capital resources; changes in interest rates; fluctuations in commodity prices; adverse housing market conditions; disintermediation by customers and suppliers; changes in prices, supply and/or demand for our products; inventory management; competitive industry pressures; industry consolidation; product shortages; loss of and dependence on key suppliers and manufacturers; new tariffs; our ability to monetize real estate assets; our ability to successfully implement our strategic initiatives; fluctuations in operating results; sale-leaseback transactions and their effects; real estate leases; exposure to product liability claims; changes in our product mix; petroleum prices; information technology security and business interruption risks; litigation and legal proceedings; natural disasters and unexpected events; activities of activist stockholders; labor and union matters; limits on net operating loss carryovers; pension plan assumptions and liabilities; risks related to our internal controls; retention of associates and key personnel; federal, state, local and other regulations, including environmental laws and regulations; and changes in accounting principles. Given these risks and uncertainties, we caution you not to place undue reliance on forward-looking statements. We expressly disclaim any obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law. Non-GAAP Financial Measures and Supplementary Financial Information. BlueLinx reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). We also believe that presentation of certain non-GAAP measures, such as Adjusted EBITDA, as well as GAAP-based and non-GAAP supplemental financial measures, may be useful to investors and may provide a more complete understanding of the factors and trends affecting the business than using reported GAAP results alone. Explanations of these non-GAAP measures and these GAAP-based and non-GAAP supplemental financial measures are included in the accompanying Appendix to this presentation. And any non-GAAP measures used herein are reconciled herein or in the financial tables in the Appendix to their most directly comparable GAAP measures. We caution that non-GAAP measures and supplemental financial measures should be considered in addition to, but not as a substitute for, our reported GAAP results. Immaterial Rounding Differences. Immaterial rounding adjustments and differences may exist between slides, press releases, and previously issued presentations. This presentation and the associated remarks made during this conference call are integrally related and are intended to be presented and understood together. 2

First Quarter 2019 - Key Highlights First Quarter 2019 • First Quarter Net Sales of $639 million • First Quarter Adjusted EBITDA of $17 million • Cedar Creek integration ahead of schedule; should be substantially complete in Q3 2019 • Annual run-rate synergies expected to be over $50 million in 2020 • Unit volumes impacted by U.S. Housing Starts down 10% and Single Family Housing Starts (SFHS) down 5% in Q1 2019 versus Q1 2018; March SFHS down 10% 3

Business and Integration Update • Gross Margin rate increased during quarter • Commodity wood prices significantly down versus last year which impacted net sales • Lumber and Panel Gross Margin above Q1 2018 rates • Softness in Single Family Housing Starts also impacted Q1 2019 revenue • Company emphasis on driving sales through existing strong manufacturing brands and new product launches, such as James Hardie • Working on further efficiency gains in overlap markets • Embedded operational expertise • Shipment optimization • Proactive customer engagement 4

Strategic Initiatives Successful Integration Enhance Emphasize Sales of Cedar Creek Margins Growth • ~$3B of addressable • Emphasis on products • Increase local customer spend for cost savings and markets with higher interaction to grow opportunities margin profiles market share • Identifiable and • Additional customized • Develop and deploy best achievable cost savings solution offerings practices in selling of at least $50M through processes supply chain, G&A and • Maintain systematic procurement pricing discipline • Utilize broad product offering across vast distribution network 5

End-Use Market Outlook MARKET OUTLOOK • U.S. Housing Starts down 10% and Single Family Housing Starts (SFHS) down 5% in Q1 2019 versus Q1 2018 • March 2019 U.S. SFHS down 10% compared to March 2018 • Builders Confidence Index suggests positive growth in single-family housing market • Interest rates expected to remain flat through 2019, adding stability to market BUILDERS CONFIDENCE INDEX U.S. SINGLE FAMILY HOUSING STARTS NAHB Builders Confidence Index (%) (in 000s) U.S. Census Bureau, Seasonally Adjusted 80 1,400 70 1,200 50-year Historical 60 Average 1,013K 1,000 50 800 40 600 30 400 20 10 200 0 0 2007 2010 2013 2016 2019 2007 2010 2013 2016 2019 6

Financial Overview

Financial Summary – First Quarter 2019 • Net Sales of $639M, up $201M • Pro forma Net Sales down $146M • Gross Profit of $86M, up $31M • Pro forma Gross Profit down $14M • Gross Margin of 13.5%, up 90 bps • Pro forma Gross Margin up 80 bps • Net Loss of $7M, including the following one-time items: • $5M acquisition-related legal and professional fees and integration costs • Adjusted EBITDA of $17M, up $9M • Pro forma Adjusted EBITDA down $2M • Excess Availability, including cash on hand, of $114M • Strong liquidity to meet business needs 8

Commodity Lumber and Panel Business Impacts FRAMING LUMBER COMPOSITE PRICE STRUCTURAL PANEL COMPOSITE PRICE Source: Random Lengths Source: Random Lengths $650 $650 $550 $550 $450 Q1 (31%) Q1 (28%) $450 2018 2018 $350 2019 $350 2019 $250 $250 Mar Jun Sep Dec Mar Jun Sep Dec HIGHLIGHTS • Pricing in commodity lumber and panels negatively impacted Q1 2019 sales results • Framing lumber prices down 28%1 • Structural panel prices down 31%1 • Expect Q2 commodity prices to continue to be a net sales headwind for the company 1Price comparison at end of quarter 9

Pro Forma Sales and Gross Margin Q1’19 PRO FORMA SALES BY PRODUCT Q1 ’18 vs. Q1 ’19 PRO FORMA GROSS MARGIN Structural • Lumber • Plywood 15.6% • Rebar • Remesh Structural • Oriented Strand Board 31% • Particleboard 14.7% Specialty Specialty 69% Specialty • Cedar • Insulation 9.5% • Moulding • Roofing & Siding 9.3% • Engineered Lumber • Decking Structural HIGHLIGHTS • Single Family Housing Starts decreased 5% from Q1‘18 from Q1‘19 • 90 basis points increase in Specialty gross margin driven by procurement synergies • 20 basis points increase in Structural gross margin year over year 10

Significant Acquisition Synergies from Cedar Creek • Expect to achieve annualized run-rate synergies of $50M ahead of schedule • Cost to achieve expected to be $25M - $30M • Up to $25M of potential gross proceeds remain on sale of owned real estate in overlap markets EXPECTED YEAR-END RUN-RATE SYNERGIES OPPORTUNITIES $50M+ $48M ~40% General & ▪ Administrative Efficiency improvements ~30% ▪ Supply Chain Overlap markets & Network ▪ Route optimization ▪ ~30% Supplier rationalization Procurement ▪ Cost disparity 2019E 2020E 11

Strong Deleveraging Potential Post Integration Estimated Potential Cash Available for Annual Uses of Cash1 Debt Reduction (Before Real Estate Monetization) ABL Interest2 $20M Term Loan Interest3 $16 Cash Available Finance Lease Payments3,4 $22 $110M for Debt $80M Pay down CapEx3 $5 $50M $30M Cash Taxes3,5 $2 Other3,6 $5 Uses of $70M $70M $70M $70M Cash Total $70M $100M $120M $150M $180M ADJ EBITDA FOR ILLUSTRATIVE PURPOSES1 Note: 9.34M outstanding shares as of March 30, 2019 1Provided solely to illustrate potential future annual uses of cash 1Provided solely to illustrate potential cash available for debt reduction 2Estimated based on average ABL balance post acquisition at various levels of assumed future Adjusted EBITDA 3Estimated based on annualized cash estimates by multiplying Q3 2018 and Q4 2018 by two 42018 Finance Lease Principal ($7), Finance Lease Interest ($15) 52018 Cash taxes primarily consist of state taxes due to Federal NOLs 62018 comprised mostly of pension cash payments 12

Real Estate and NOLs Overview $ in millions REAL ESTATE NOLs1 $9 $100 $150 - $160 4x Book $91 Value $37 - $40 Book Value Appraised Value Remaining NOLs NOLs generated Remaining NOLs FY 2018 Q1 2019 Q1 2019 • Term loan permits up to $50 in sale leasebacks in • NOLs can be used against ordinary income, as 2019 and sale of specifically identified overlap market well as gains on real estate sales or sale properties (~$25) leasebacks • Real estate monetization efforts continue to progress and provide deleveraging opportunities in the near term 1Net Operating Losses listed above consist of only Federal NOLs; Due to the deemed change in ownership in 2017, the NOLs generated prior to 2018 are subject to usual and customary limitations over the next 17 to 19 years. All newly generated NOLs have no expiration. 13

Appendix

Non-GAAP And Supplementary Financial Measures BlueLinx reports its financial results in accordance with GAAP, but we also believe that presentation of certain non-GAAP measures, as well as GAAP-based and non-GAAP supplemental financial measures, may be useful to investors and may provide a more complete understanding of the factors and trends affecting the business than using reported GAAP results alone. We caution that non-GAAP measures and supplemental financial measures should be considered in addition to, but not as a substitute for, our reported GAAP results. Adjusted EBITDA and Pro forma Adjusted EBITDA. We define Adjusted EBITDA as an amount equal to net income plus interest expense and all interest expense related items, income taxes, depreciation and amortization, and further adjusted for certain non-cash items and other special items, including compensation expense from share based compensation, one-time charges associated with the legal, consulting, and professional fees related to the Cedar Creek acquisition, and gains on sales of properties including amortization of deferred gains. We present Adjusted EBITDA because it is a primary measure used by management to evaluate operating performance and, we believe, helps to enhance investors’ overall understanding of the financial performance and cash flows of our business. We believe Adjusted EBITDA is helpful in highlighting operating trends. We also believe that Adjusted EBITDA is frequently used by securities analysts, investors and other interested parties in their evaluation of companies, many of which present an Adjusted EBITDA measure when reporting their results. 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. Adjusted EBITDA, as used herein, is not necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation. Pro forma Adjusted EBITDA for any period is calculated in the same manner as Adjusted EBITDA, but also combines the historical results of BlueLinx for the three months ended March 31, 2018, with the historical results of Cedar Creek for the three months ended March 31, 2018, giving effect to the Cedar Creek acquisition and related adjustments as if the acquisition occurred on January 1, 2017. Supplemental Financial Measures. We completed the acquisition of Cedar Creek on April 13, 2018. As a result, Cedar Creek’s financial results are only included in the combined company’s reported financial results from the Closing Date forward. To supplement these reported results, we have provided GAAP-based and non-GAAP pro forma financial information of the combined company in this presentation that includes Cedar Creek’s financial results for the relevant periods prior to the Closing Date. This pro forma information combines the historical results of BlueLinx for the three months ended March 31, 2018, with the historical results of Cedar Creek for the three months ended March 31, 2018, giving effect to the Cedar Creek acquisition and related adjustments as if the acquisition occurred on January 1, 2017. 15

Adjusted EBITDA (In millions) (Unaudited) 2019 2018 2019 Proforma 2018 Proforma Q1 Q1 Q1 Q1 Net (loss) income $ (6.7) $ (3.3) $ (13.4) $ (9.1) Adjustments: Depreciation and amortization 7.3 7.3 2.7 6.8 Interest expense 13.4 13.4 8.5 14.0 Provision for (Benefit from) income taxes (2.5) (1.4) (1.5) (1.0) Amortization of deferred gain (1.0) (1.0) (1.2) (1.2) Share-based compensation expense 0.7 0.7 9.2 9.2 Merger and acquisition costs(1) 4.6 — 3.6 — Restructuring, severance, and legal 0.8 0.8 0.3 0.3 Adjusted EBITDA $ 16.6 $ 16.6 $ 8.1 $ 19.0 (1) Reflects primarily legal and professional and integration costs related to the Cedar Creek acquisition 16

Please reference our Earnings Release and 10-Q available on our website www.BlueLinxCo.com