Filed by Bowne Pure Compliance
Table of Contents

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 28, 2008
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number: 1-32383
BlueLinx Holdings Inc.
(Exact name of registrant as specified in its charter)
     
Delaware   77-0627356
(State of Incorporation)   (I.R.S. Employer Identification No.)
     
4300 Wildwood Parkway, Atlanta, Georgia   30339
(Address of principal executive offices)   (Zip Code)
(770) 953-7000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer þ   Non-accelerated filer o   Smaller reporting company o
        (Do not check if a smaller reporting company)    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of August 4, 2008 there were 32,378,860 shares of BlueLinx Holdings Inc. common stock, par value $0.01, outstanding.
 
 

 

 


 

BLUELINX HOLDINGS INC.
Form 10-Q
For the Quarterly Period Ended June 28, 2008
INDEX
         
    PAGE  
    3  
 
       
    3  
 
       
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    34  
 
       
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    35  
 
       
    36  
 
       
    37  
 
       
 Exhibit 10.1
 Exhibit 10.2
 Exhibit 31.1
 Exhibit 31.2
 Exhibit 32.1
 Exhibit 32.2

 

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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BLUELINX HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)
                 
    Second Quarter  
    Period from     Period from  
    March 30, 2008     April 1, 2007  
    to     to  
    June 28, 2008     June 30, 2007  
Net sales
  $ 834,669     $ 1,081,990  
Cost of sales
    727,234       962,752  
 
           
Gross profit
    107,435       119,238  
 
           
Operating expenses:
               
Selling, general, and administrative
    81,227       93,346  
Depreciation and amortization
    5,103       5,335  
 
           
Total operating expenses
    86,330       98,681  
 
           
Operating income
    21,105       20,557  
Non-operating expenses:
               
Interest expense
    9,385       11,798  
Other expense (income), net
    190       (225 )
 
           
Income before provision for income taxes
    11,530       8,984  
Provision for income taxes
    4,931       3,550  
 
           
Net income
  $ 6,599     $ 5,434  
 
           
Basic weighted average number of common shares outstanding
    31,079       30,848  
 
           
Basic net income per share applicable to common stock
  $ 0.21     $ 0.18  
 
           
Diluted weighted average number of common shares outstanding
    31,312       30,995  
 
           
Diluted net income per share applicable to common stock
  $ 0.21     $ 0.18  
 
           
Dividends declared per share of common stock
  $     $ 0.125  
 
           
See accompanying notes.

 

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BLUELINX HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)
                 
    Six Months Ended  
    Period from     Period from  
    December 29, 2007     December 31, 2006  
    to     to  
    June 28, 2008     June 30, 2007  
Net sales
  $ 1,551,429     $ 2,039,104  
Cost of sales
    1,366,191       1,816,111  
 
           
Gross profit
    185,238       222,993  
 
           
Operating expenses:
               
Selling, general, and administrative
    161,862       181,814  
Depreciation and amortization
    10,071       10,734  
 
           
Total operating expenses
    171,933       192,548  
 
           
Operating income
    13,305       30,445  
Non-operating expenses:
               
Interest expense
    18,739       22,404  
Other expense (income), net
    320       (608 )
 
           
(Loss) income before (benefit from) provision for income taxes
    (5,754 )     8,649  
(Benefit from) provision for income taxes
    (1,762 )     3,404  
 
           
Net (loss) income
  $ (3,992 )   $ 5,245  
 
           
Basic weighted average number of common shares outstanding
    31,003       30,824  
 
           
Basic net (loss) income per share applicable to common stock
  $ (0.13 )   $ 0.17  
 
           
Diluted weighted average number of common shares outstanding
    31,003       30,945  
 
           
Diluted net (loss) income per share applicable to common stock
  $ (0.13 )   $ 0.17  
 
           
Dividends declared per share of common stock
  $     $ 0.25  
 
           
See accompanying notes.

 

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BLUELINX HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
                 
    June 28, 2008     December 29, 2007  
    (unaudited)          
Assets:
               
Current assets:
               
Cash
  $ 29,791     $ 15,759  
Receivables, net
    295,081       263,176  
Inventories, net
    315,368       335,887  
Deferred income taxes
    14,605       12,199  
Other current assets
    38,657       53,231  
 
           
Total current assets
    693,502       680,252  
 
           
Property, plant, and equipment:
               
Land and land improvements
    57,362       57,295  
Buildings
    98,550       98,420  
Machinery and equipment
    67,922       67,217  
Construction in progress
    1,360       4,212  
 
           
Property, plant, and equipment, at cost
    225,194       227,144  
Accumulated depreciation
    (60,954 )     (54,702 )
 
           
Property, plant, and equipment, net
    164,240       172,442  
Non-current deferred income taxes
    2,218       2,628  
Other assets
    19,842       28,114  
 
           
Total assets
  $ 879,802     $ 883,436  
 
           
Liabilities:
               
Current liabilities:
               
Accounts payable
  $ 176,600     $ 164,717  
Bank overdrafts
    38,055       37,152  
Accrued compensation
    11,503       10,372  
Current maturities of long-term debt
    10,048        
Other current liabilities
    28,336       19,280  
 
           
Total current liabilities
    264,542       231,521  
 
           
Non-current liabilities:
               
Long-term debt
    451,000       478,535  
Other long-term liabilities
    13,016       18,557  
 
           
Total liabilities
    728,558       728,613  
 
           
Shareholders’ Equity:
               
Common Stock, $0.01 par value, 100,000,000 shares authorized; 32,378,860 and 31,224,959 shares issued and outstanding at June 28, 2008 and December 29, 2007, respectively
     324       312  
Additional paid-in-capital
    142,701       142,081  
Accumulated other comprehensive income
    5,207       5,426  
Retained earnings
    3,012       7,004  
 
           
Total shareholders’ equity
    151,244       154,823  
 
           
Total liabilities and shareholders’ equity
  $ 879,802     $ 883,436  
 
           
See accompanying notes.

 

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BLUELINX HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
                 
    Six Months Ended  
    Period from     Period from  
    December 29, 2007     December 31, 2006  
    to     to  
    June 28, 2008     June 30, 2007  
Cash flows from operating activities:
               
Net (loss) income
  $ (3,992 )   $ 5,245  
Adjustments to reconcile net (loss) income to cash provided by (used in) operations:
               
Depreciation and amortization
    10,071       10,734  
Amortization of debt issue costs
    1,215       1,215  
Deferred income tax benefit
    (2,931 )     (1,563 )
Share-based compensation expense
    1,119       2,227  
Excess tax benefits from share-based compensation arrangements
    (76 )     (60 )
Changes in assets and liabilities:
               
Receivables
    (31,905 )     (98,255 )
Inventories
    20,519       (59,536 )
Accounts payable
    11,883       64,503  
Changes in other working capital
    22,283       8,840  
Other
    2,589       2,278  
 
           
Net cash provided by (used in) operating activities
    30,775       (64,372 )
 
           
Cash flows from investing activities:
               
Property, plant and equipment investments
    (1,502 )     (10,027 )
Proceeds from disposition of assets
    827       1,086  
 
           
Net cash used in investing activities
    (675 )     (8,941 )
 
           
Cash flows from financing activities:
               
Proceeds from stock options exercised
    434       323  
Excess tax benefits from share-based compensation arrangements
    76       60  
Net (decrease) increase in revolving credit facility
    (17,487 )     94,073  
Increase (decrease) in bank overdrafts
    903       (15,678 )
Common stock dividends paid
          (7,784 )
Other
    6       33  
 
           
Net cash (used in) provided by financing activities
    (16,068 )     71,027  
 
           
Increase (decrease) in cash
    14,032       (2,286 )
Balance, beginning of period
    15,759       27,042  
 
           
Balance, end of period
  $ 29,791     $ 24,756  
 
           
See accompanying notes.

 

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BLUELINX HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 28, 2008
1. Basis of Presentation and Background
Basis of Presentation
BlueLinx Holdings Inc. has prepared the accompanying Unaudited Condensed Consolidated Financial Statements, including its accounts and the accounts of its wholly-owned subsidiaries, in accordance with the instructions to Form 10-Q and therefore they do not include all of the information and notes required by United States generally accepted accounting principles (“GAAP”). These interim financial statements should be read in conjunction with the financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 29, 2007, as filed with the Securities and Exchange Commission (“SEC”). Our fiscal year is a 52- or 53-week period ending on the Saturday closest to the end of the calendar year. Fiscal year 2008 and fiscal year 2007 contain 53 weeks and 52 weeks, respectively. BlueLinx Corporation is the wholly-owned operating subsidiary of BlueLinx Holdings Inc. and is referred to herein as the “operating subsidiary” when necessary.
We believe the accompanying Unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of our financial position, results of operations and cash flows for the periods presented. The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates and such differences could be material. In addition, the operating results for interim periods may not be indicative of the results of operations for a full year. We are exposed to fluctuations in quarterly sales volumes and expenses due to seasonal factors, with the second and third quarters typically accounting for the highest sales volumes. These seasonal factors are common in the building products distribution industry.
We are a leading distributor of building products in North America with approximately 2,500 employees. We offer approximately 10,000 products from over 750 suppliers to service more than 11,500 customers nationwide, including dealers, industrial manufacturers, manufactured housing producers and home improvement retailers. We operate our distribution business from sales centers in Atlanta and Denver, and our network of more than 70 warehouses and third-party operated warehouses.
2. Summary of Significant Accounting Policies
Earnings per Common Share
Basic and diluted earnings per share are computed by dividing net income by the weighted average number of common shares outstanding for the period.
Except when the effect would be anti-dilutive, the diluted earnings per share calculation includes the dilutive effect of the assumed exercise of stock options and restricted stock using the treasury stock method. We have excluded stock options to purchase 1.1 million shares for the second quarter of fiscal 2008 because they were antidilutive. In addition, we excluded .4 million restricted stock and performance share awards for the second quarter of fiscal 2008 because they were antidilutive. For the second quarter of fiscal 2007 and for the first six months ended June 30, 2007, we excluded stock options to purchase 1.5 million shares because they were antidilutive.
Common Stock Dividends
In the past we have paid dividends on our common stock at the quarterly rate of $0.125 per share. However, on December 5, 2007, our Board of Directors suspended the payment of dividends on our common stock for an indefinite period of time. Resumption of the payment of dividends will depend on, among other things, business conditions in the housing industry, our results of operations, cash requirements, financial condition, contractual restrictions, provisions of applicable law and other factors that our Board of Directors may deem relevant. Accordingly, we may not be able to resume the payment of dividends at the same quarterly rate in the future, if at all.

 

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Income Taxes
Deferred income taxes are provided using the liability method under the provisions of Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. Accordingly, deferred income taxes are recognized for differences between the income tax and financial reporting bases of our assets and liabilities based on enacted tax laws and tax rates applicable to the periods in which the differences are expected to affect taxable income.
In evaluating our ability to recover our deferred income tax assets we consider all available positive and negative evidence, including our past operating results, our ability to carryback losses against prior taxable income, the existence of cumulative losses in the most recent years and our forecast of future taxable income. In estimating future taxable income, we develop assumptions including the amount of future state and federal pretax operating income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income.
Uncertain tax positions are recorded based on the provisions of FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, which prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return (including a discussion of whether to file or not to file a return in a particular jurisdiction).
For the second quarter of fiscal 2008 and for the first six months of fiscal 2008, we recognized $4.9 million of tax expense and $1.8 million of tax benefit, respectively. Our effective tax rate for these periods was 42.8% and 30.6%, respectively. For the second quarter of fiscal 2007 and for the first six months of fiscal 2007, our effective tax rate was 39.5% and 39.4%, respectively. The change in effective tax rate in both periods compared to 2007 primarily resulted from tax expense on Canadian earnings.
Stock-Based Compensation
We have two stock-based compensation plans covering officers, directors and certain employees and consultants; the 2004 Long-Term Equity Incentive Plan (the “2004 Plan”) and the 2006 Long-Term Equity Incentive Plan (the “2006 Plan”). The plans are designed to motivate and retain individuals who are responsible for the attainment of our primary long-term performance goals. The plans provide a means whereby our employees and directors develop a sense of proprietorship and personal involvement in our development and financial success and encourage them to devote their best efforts to our business.
The 2004 Plan provides for the grant of nonqualified stock options, incentive stock options for shares of our common stock and restricted shares of our common stock to participants of the plan selected by our Board of Directors or a committee of the Board who administer the 2004 Plan. We reserved 2,222,222 shares of common stock for issuance under the 2004 Plan. The terms and conditions of awards under the 2004 Plan are determined by the administrator for each grant.
Unless otherwise determined by the administrator or as set forth in an award agreement, upon a “Liquidity Event,” all unvested awards will become immediately exercisable and the administrator may determine the treatment of all vested awards at the time of the Liquidity Event. A “Liquidity Event” is defined as (1) an event in which any person who is not an affiliate of us becomes the beneficial owner, directly or indirectly, of fifty percent or more of the combined voting power of our then outstanding securities or (2) the sale, transfer or other disposition of all or substantially all of our business, whether by sale of assets, merger or otherwise, to a person other than Cerberus.
On May 12, 2006 our stockholders approved the 2006 Plan. The 2006 Plan permits the grant of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards, and other stock-based awards. We reserved 1,700,000 shares of our common stock for issuance under the 2006 Plan. The terms and conditions of awards under the 2006 Plan are determined by the administrator for each grant. Awards issued under the 2006 Plan are subject to accelerated vesting in the event of a change in control as such event is defined in the 2006 Plan.
At our annual meeting of stockholders on May 21, 2008, our stockholders approved an amendment to the 2006 Plan which increases the maximum number of shares of common stock we may issue under the 2006 Plan by 1,500,000 shares from 1,700,000 shares to 3,200,000 shares. The purpose of this amendment is to assure that we can continue to grant equity awards at levels determined appropriate by the Board.

 

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On May 21, 2008, the Compensation Committee granted a restricted stock award of 250,000 restricted shares of the Company to Howard S. Cohen pursuant to the terms of his employment agreement. The restricted stock award issued to Mr. Cohen will vest in three equal annual installments beginning on March 10, 2009.
Compensation expense arising from stock-based awards granted to employees and non-employee directors is recognized as expense using the straight-line method over the vesting period. As of June 28, 2008, there was $2.1 million, $5.0 million, $1.2 million and $0.2 million of total unrecognized compensation expense related to stock options, restricted stock, performance shares and restricted stock units, respectively. The unrecognized compensation expense for these awards is expected to be recognized over a period of 2.7 years, 2.5 years, 2.5 years, and 1.3 years, respectively. As of June 30, 2007, there was $5.0 million, $3.3 million, $2.3 million and $1.7 million of total unrecognized compensation expense related to stock options, restricted stock, performance shares and restricted stock units, respectively. The unrecognized compensation expense for these awards is expected to be recognized over a period of 3.5 years, 2.6 years, 2.5 years, and 2.5 years, respectively.
For the second quarter of fiscal 2008 and for the first six months of fiscal 2008, our total stock-based compensation expense was $1.2 million. We also recognized related income tax benefits of $0.5 million for the second quarter of fiscal 2008 and for the first six months of fiscal 2008. For the second quarter of fiscal 2007 and for the first six months of fiscal 2007, our total stock-based compensation expense was $1.4 million and $2.2 million, respectively. We also recognized related income tax benefits of $0.5 million and $0.9 million for the second quarter of fiscal 2007 and for the first six months of fiscal 2007, respectively.
During the first six months of fiscal 2008 and the first six months of fiscal 2007, total stock options exercised were 115,758 and 86,019, respectively. These options were exercised in the first quarter of both periods.
The following table depicts the weighted average assumptions used in connection with the Black-Scholes-Merton option pricing model to estimate the fair value of stock options granted during the first six months of fiscal 2008:
                         
    Period from December 29, 2007 to June 28, 2008  
    Time-Based     Performance-Based     Performance-Based  
    Options**     Options**     Options***  
Risk free interest rate
    2.70 %     2.62 %     2.11 %
Expected dividend yield
    0.0 %     0.0 %     0.0 %
Expected life
  6 years     4 years     1 year  
Expected volatility
    48 %     48 %     48 %
Weighted average fair value
  $ 2.27     $ 0.67     $ 1.31  
 
     
**   Exercise price exceeded the market price at date of grant.
 
***   Exercise price was less than the market price at date of grant (the date the performance criteria were established is considered the grant date for accounting purposes).
All options granted during the first six months of fiscal 2008 were granted in the first quarter.
The following table depicts the weighted average assumptions used in connection with the Black-Scholes-Merton option pricing model to estimate the fair value of stock options granted during the first six months of fiscal 2007:
                         
    Period from December 31, 2006 to June 30, 2007  
    Time-Based     Performance-Based     Performance-Based  
    Options*     Options**     Options***  
Risk free interest rate
    4.78 %     4.81 %     5.09 %
Expected dividend yield
    4.46 %     4.52 %     4.52 %
Expected life
  7 years     5 years     1 year  
Expected volatility
    45 %     45 %     45 %
Weighted average fair value
  $ 3.77     $ 2.83     $ 6.97  
 
     
*   Exercise price equaled the market price at date of grant.
 
**   Exercise price exceeded the market price at date of grant.
 
***   Exercise price was less than the market price at date of grant (the date the performance criteria were established is considered the grant date for accounting purposes).

 

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All options granted during the first six months of fiscal 2007 occurred in the first quarter.
In determining the expected life, we did not rely on our historical exercise data as it does not provide a reasonable basis upon which to estimate future expected lives due to limited experience of employee exercises. Instead, we followed a simplified method based on the vesting term and contractual term as permitted under SEC Staff Accounting Bulletin No. 107.
The expected volatility is based on the historical volatility of our common stock.
The range of risk-free rates used for the first six months of fiscal 2008 and for the first six months of fiscal 2007 was from 2.11% to 2.70% and 4.78% to 5.10%, respectively. These rates were based on the U.S. Treasury yield with a term that is consistent with the expected life of the stock options.
Impairment of Long-Lived Assets
Long-lived assets, including property and equipment and intangible assets with definite useful lives, are reviewed for possible impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Determining whether an impairment has occurred typically requires various estimates and assumptions, including determining which cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount and the asset’s residual value, if any. In turn, measurement of an impairment loss requires a determination of fair value, which is based on the best information available. We use internal cash flow estimates, quoted market prices when available and independent appraisals as appropriate to determine fair value. We derive the required cash flow estimates from our historical experience and our internal business plans and apply an appropriate discount rate. If these projected cash flows are less than the carrying amount, an impairment loss is recognized based on the fair value of the asset less any costs of disposition. Our judgment regarding the existence of impairment indicators is based on market and operational performance.
During the second quarter of fiscal 2008, we recorded a non-cash impairment charge of $0.7 million ($0.4 million after tax) to reduce the carrying value of certain long-lived assets to fair value. This impairment charge was included in “Selling, general and administrative” expense on our Consolidated Statement of Operations for the second quarter and the first six months of fiscal 2008.
3. Exit Costs
During the second quarter of fiscal 2008 and the fourth quarter of fiscal 2007, we vacated leased office space and certain distribution facilities. We accounted for these transactions in accordance with SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, which requires that a liability be recognized for a cost associated with an exit or disposal activity at fair value in the period in which it is incurred or when the entity ceases using the right conveyed by a contract (i.e., the right to use a leased property). Our exit cost charges include the estimated losses on the vacated facilities based on our contractual obligations net of estimated sublease income based on current comparable market rates for leases. We will reassess this liability periodically based on market conditions. Revisions to our estimates of this liability could materially impact our operating results and financial position in future periods if anticipated events and key assumptions, such as the timing and amounts of sublease rental income, either do not materialize or change. These costs were included in “Selling, general and administrative” expense in the Consolidated Statement of Operations and in “Other current liabilities”, and in “Other non-current liabilities” on the Consolidated Balance Sheet at June 28, 2008 and December 29, 2007.
The following table displays the exit activity and liability balances for the first six months of fiscal 2008 (in thousands):
         
    Exit Costs  
Balance at December 29, 2007
  $ 11,326  
Charges
    347  
Payments
    (1,074 )
Accretion of liability
    409  
 
     
Balance at June 28, 2008
  $ 11,008  
 
     
We did not incur any exit charges during the first six months of fiscal 2007.

 

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4. Comprehensive Income (Loss)
The calculation of comprehensive income (loss) is as follows (in thousands):
                 
    Second Quarter  
    Period from     Period from  
    March 30, 2008     April 1, 2007  
    to     to  
    June 28, 2008     June 30, 2007  
Net income
  $ 6,599     $ 5,434  
Other comprehensive income:
               
Foreign currency translation, net of taxes
    151       921  
Unrealized gain from cash flow hedge, net of taxes
    3,009       1,557  
 
           
Comprehensive income
  $ 9,759     $ 7,912  
 
           
                 
    Six Months Ended  
    Period from     Period from  
    December 29, 2007     December 31, 2006  
    to     to  
    June 28, 2008     June 30, 2007  
Net (loss) income
  $ (3,992 )   $ 5,245  
Other comprehensive (loss) income:
               
Foreign currency translation, net of taxes
    (396 )     913  
Unrealized gain from cash flow hedge, net of taxes
    178       1,284  
 
           
Comprehensive (loss) income
  $ (4,210 )   $ 7,442  
 
           
5. Employee Benefits
Defined Benefit Pension Plans
Most of our hourly employees participate in noncontributory defined benefit pension plans. These include a plan that is administered solely by us (the “hourly pension plan”) and union-administered multiemployer plans. Our funding policy for the hourly pension plan is based on actuarial calculations and the applicable requirements of federal law. We do not expect to make any contributions to the hourly pension plan in fiscal 2008. Benefits under the majority of plans for hourly employees (including multiemployer plans) are primarily related to years of service.
Net periodic pension cost for our pension plans included the following:
                 
    Second Quarter  
    Period from     Period from  
    March 30, 2008     April 1, 2007  
    to     to  
    June 28, 2008     June 30, 2007  
    (In thousands)  
Service cost
  $ 561     $ 626  
Interest cost on projected benefit obligation
    1,109       1,054  
Expected return on plan assets
    (1,501 )     (1,356 )
Amortization of unrecognized gain
    (91 )      
Amortization of unrecognized prior service cost
          1  
 
           
Net periodic pension cost
  $ 78     $ 325  
 
           

 

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    Six Months Ended  
    Period from     Period from  
    December 29, 2007     December 31, 2006  
    to     to  
    June 28, 2008     June 30, 2007  
    (In thousands)  
Service cost
  $ 1,122     $ 1,252  
Interest cost on projected benefit obligation
    2,218       2,108  
Expected return on plan assets
    (3,002 )     (2,712 )
Amortization of unrecognized gain
    (182 )      
Amortization of unrecognized prior service cost
    1       2  
 
           
Net periodic pension cost
  $ 157     $ 650  
 
           
6. Revolving Credit Facility
As of June 28, 2008, we had outstanding borrowings of $166 million and excess availability of $271 million under the terms of our revolving credit facility. Based on borrowing base limitations, we classify the lowest projected balance of the credit facility over the next twelve months of $156 million as long-term debt. The revolving credit facility contains customary negative covenants and restrictions for asset based loans, with which we are in compliance.
On June 12, 2006, we entered into an interest rate swap agreement with Goldman Sachs Capital Markets, to hedge against interest rate risks related to our variable rate revolving credit facility. The interest rate swap has a notional amount of $150 million and the terms call for us to receive interest monthly at a variable rate equal to the 30-day LIBOR and to pay interest monthly at a fixed rate of 5.4%. This interest rate swap is designated as a cash flow hedge.
We expect the hedge to be highly effective in offsetting changes in expected cash flows, as, at inception, the critical terms of the interest rate swap generally match the critical terms of the variable rate revolving credit facility. Fluctuations in the fair value of the ineffective portion, if any, of the cash flow hedge are reflected in earnings. For the first six months of fiscal 2008 and for the first six months of fiscal 2007, we recognized immaterial amounts of expense related to the ineffective portion of the hedge.
At June 28, 2008 and December 29, 2007, the fair value of the interest rate swap was a liability of $6.9 million and $7.1 million, respectively. These balances were included in “Other current liabilities” and “Other long-term liabilities” on the Condensed Consolidated Balance Sheet. Accumulated other comprehensive income at June 28, 2008 and December 29, 2007 included the net loss on the cash flow hedge (net of tax) of $4.1 million and $4.3 million, respectively, which reflects the cumulative amount of comprehensive loss in connection with the change in fair value of the swap.
During the second quarter of fiscal 2008, we negotiated the release of cash collateral held for purposes of securing the interest rate swap and replaced that collateral with letters of credit. As of June 28, 2008, we had outstanding letters of credit totaling $15.8 million, primarily for purposes of securing collateral requirements under the casualty insurance programs for us, the interest rate swap, and for guaranteeing payment of international purchases based on the fulfillment of certain conditions.
7. Mortgage
On June 9, 2006, certain special purpose entities that are wholly-owned subsidiaries of us entered into a $295 million mortgage loan with the German American Capital Corporation. The mortgage has a term of ten years and is secured by 57 distribution facilities and 1 office building owned by the special purpose entities. The stated interest rate on the mortgage is fixed at 6.35%. German American Capital Corporation assigned half of its interest in the mortgage loan to Wachovia Bank, National Association.
The mortgage loan requires interest-only payments for the first five years followed by level monthly payments of principal and interest based on an amortization period of thirty years. The balance of the loan outstanding at the end of ten years will then become due and payable. The principal will be paid in the following increments (in thousands):
         
2011
  $ 1,511  
2012
    3,172  
2013
    3,437  
2014
    3,665  
2015
    3,908  
Thereafter
  $ 279,307  

 

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8. Fair Value Measurements
In September 2006, the FASB issued  SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements. SFAS No. 157 applies to other accounting pronouncements that require or permit fair value measurements. The new guidance is effective for financial statements issued for fiscal years beginning after November 15, 2007, and for interim periods within those fiscal years.  In February 2008, FSP 157-1 Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13 was issued. FSP 157-1 removed leasing transactions accounted for under Statement 13 and related guidance from the scope of SFAS No. 157.  FSP 157-2 Partial Deferral of the Effective Date of Statement 157 deferred the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities to fiscal years beginning after November 15, 2008.
SFAS No. 157, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).  SFAS No. 157 classifies inputs used to measure fair value into the following hierarchy:
       
 
Level 1
  Unadjusted quoted prices in active markets for identical assets or liabilities.
 
 
   
 
Level 2
  Unadjusted quoted prices in active markets for similar assets or liabilities, or
Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or
Inputs other than quoted prices that are observable for the asset or liability.
 
 
   
 
Level 3
  Unobservable inputs for the asset or liability.
We are exposed to market risks from changes in interest rates, which may affect our operating results and financial position.  When deemed appropriate, we minimize our risks from interest rate fluctuations through the use of an interest rate swap.  This derivative financial instrument is used to manage risk and is not used for trading or speculative purposes.  The swap is valued using a valuation model that has inputs other than quoted market prices that are both observable and unobservable.
We endeavor to utilize the best available information in measuring the fair value of the interest rate swap.  The interest rate swap is classified in its entirety based on the lowest level of input that is significant to the fair value measurement.  We have determined that our interest rate swap is a level 3 liability in the fair value hierarchy.  The fair value of the interest rate swap was $6.9 million as of June 28, 2008.  
The implementation of SFAS No. 157 for financial assets and financial liabilities, effective December 30, 2007, did not have a material impact on our consolidated financial position and results of operations.  We are currently assessing the impact of SFAS No. 157 for pension related financial assets and nonfinancial assets and nonfinancial liabilities on our consolidated financial position and results of operations.
9. Related Party Transactions
Cerberus Capital Management, L.P., our equity sponsor, retains consultants that specialize in operations management and support and who provide Cerberus with consulting advice concerning portfolio companies in which funds and accounts managed by Cerberus or its affiliates have invested. From time to time, Cerberus makes the services of these consultants available to Cerberus portfolio companies. We believe that the terms of these consulting arrangements are favorable to us, or, alternatively, are materially consistent with those terms that would have been obtained by us in an arrangement with an unaffiliated third party. We have normal service, purchase and sales arrangements with other entities that are owned or controlled by Cerberus. We believe that these transactions are at arms’ length terms and are not material to our results of operations or financial position.

 

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10. Commitments and Contingencies
Environmental and Legal Matters
From time to time, we are involved in various proceedings incidental to our businesses and we are subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which we operate. Although the ultimate outcome of these proceedings cannot be determined with certainty, based on presently available information management believes that adequate reserves have been established for probable losses with respect thereto. Management further believes that the ultimate outcome of these matters could be material to operating results in any given quarter but will not have a materially adverse effect on our long-term financial condition, our results of operations, or our cash flows.
Collective Bargaining Agreements
As of June 28, 2008, approximately 31% of our total work force is covered by collective bargaining agreements. Collective bargaining agreements representing approximately 7% of our work force will expire within one year.
Preference Claim
On November 19, 2004, we received a letter from Wickes Lumber, or Wickes, asserting that approximately $16 million in payments received by the Division during the 90-day period prior to Wickes’ January 20, 2004 Chapter 11 filing were preferential payments under section 547 of the United States Bankruptcy Code. On October 14, 2005, Wickes Inc. filed a lawsuit in the United States Bankruptcy Court for the Northern District of Illinois titled “Wickes Inc. v. Georgia Pacific Distribution Division (BlueLinx),” (Bankruptcy Adversary Proceeding No. 05-2322) asserting its claim. On November 14, 2005, we filed an answer to the complaint denying liability. Although the ultimate outcome of this matter cannot be determined with certainty, we believe Wickes’ assertion to be without merit and, in any event, subject to one or more complete defenses, including, but not limited to, that the payments were made and received in the ordinary course of business and were a substantially contemporaneous exchange for new value given to Wickes.
Supply Agreement with Georgia-Pacific
On May 7, 2004, we entered into a multi-year supply agreement with Georgia-Pacific. Under the agreement, we have exclusive distribution rights on certain products and certain customer segments. Georgia-Pacific is our largest vendor, with Georgia-Pacific products representing approximately 25% of our purchases during fiscal 2007. On June 6, 2008, Georgia-Pacific notified us of its intent to terminate this supply agreement, effective May 7, 2010. Georgia-Pacific and BlueLinx are currently in discussions regarding a new agreement which would govern the purchase, supply and distribution arrangements between the two parties after May 7, 2010. Georgia-Pacific and BlueLinx are continuing to work together pursuant to the terms of the existing Supply Agreement.
The Supply Agreement details distribution rights by product categories, including exclusivity rights and minimum supply volume commitments from Georgia-Pacific with respect to certain products. This Supply Agreement also details our purchase obligations by product categories, including minimum purchase volume commitments with respect to most of the products supplied to us. In addition, the Supply Agreement also provides for advertising, marketing and promotion arrangements between BlueLinx and Georgia-Pacific for certain products.
11. Recently Issued Accounting Pronouncements
In June 2008, the FASB issued FSP No. Emerging Issues Task Force (“EITF”) 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities” (“FSP 03-6-1”). FSP 03-6-1 clarifies that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are to be included in the computation of earnings per share under the two-class method described in SFAS No. 128, “Earnings Per Share.” This FSP is effective for us on January 1, 2009 and requires all presented prior-period earnings per share data to be adjusted retrospectively. We are still in the process of evaluating the impact FSP 03-6-1 will have on our Consolidated Financial Statements. For additional information about our share-based payment awards, refer to Note 2 of the Notes to Consolidated Financial Statements in our Form 10-K.
In April 2008, the FASB issued FASB Staff Position (“FSP”) No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”). FSP 142-3 amends the factors to be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under SFAS No. 142, “Goodwill and Other Intangible Assets.” Its intent is to improve the consistency between the useful life of an intangible asset and the period of expected cash flows used to measure its fair value. This FSP is effective for us on January 1, 2009. We are still in the process of evaluating the impact FSP 142-3, but do not expect it to have a material impact on our Consolidated Financial Statements.
In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 161, “Disclosures about Derivative Instruments and Hedging Activities — An Amendment of SFAS No. 133” (“SFAS 161”). SFAS 161 seeks to improve financial reporting for derivative instruments and hedging activities by requiring enhanced disclosures regarding the impact on financial position, financial performance, and cash flows. To achieve this increased transparency, SFAS 161 requires (1) the disclosure of the fair value of derivative instruments and gains and losses in a tabular format; (2) the disclosure of derivative features that are credit risk-related; and (3) cross-referencing within the footnotes. SFAS 161 is effective, on a prospective basis, for fiscal years beginning after November 15, 2008. We are in the process of evaluating the new disclosure requirements under SFAS 161.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements (SFAS No. 160). SFAS No. 160 establishes requirements for ownership interests in subsidiaries held by parties other than the Company (sometimes called “minority interests”) be clearly identified, presented, and disclosed in the consolidated statement of financial position within equity, but separate from the parent’s equity. All changes in the parent’s ownership interests are required to be accounted for consistently as equity transactions and any noncontrolling equity investments in deconsolidated subsidiaries must be measured initially at fair value. SFAS No. 160 is effective, on a prospective basis, for fiscal years beginning after December 15, 2008. However, presentation and disclosure requirements must be retrospectively applied to comparative financial statements. We are currently assessing the impact of SFAS No. 160 on our consolidated financial position, results of operations and cash flows.
In December 2007, the FASB issued SFAS 141 (revised 2007) Business Combinations (“SFAS 141R”). SFAS 141R establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. SFAS 141R also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141R is effective, on a prospective basis, for fiscal years beginning after December 15, 2008. We are currently evaluating the potential impact, if any, of the adoption of SFAS 141R on our consolidated financial position, results of operations and cash flows.
12. Subsequent Event
On July 15, 2008, our board of directors approved a plan to exit our custom milling operations in California.  We are taking this action primarily based on our analysis of the impact of unfavorable market conditions on the business.  We expect to complete the closure of the milling operation during the third quarter of fiscal 2008.  We expect to incur a pre-tax charge of approximately $4 million, or an after tax charge of approximately $0.08 per diluted share related to this action in the third quarter.  Approximately $1.5 million of the total charge will require cash expenditures during the third quarter.
13. Unaudited Supplemental Condensed Consolidating Financial Statements
The unaudited condensed consolidating financial information as of June 28, 2008 and December 29, 2007 and for the periods from March 30, 2008 to June 28, 2008 and April 1, 2007 to June 30, 2007 is provided due to restrictions in our revolving credit facility that limit distributions by BlueLinx Corporation, our wholly-owned operating subsidiary, to us, which, in turn, may limit our ability to pay dividends to holders of our common stock (see our Annual Report on Form 10-K for the year ended December 29, 2007, for a more detailed discussion of these restrictions and the terms of the facility). Also included in the supplemental condensed consolidated financial statements are sixty-one single member limited liability companies, which are wholly owned by us (the “LLC subsidiaries”). The LLC subsidiaries own certain warehouse properties that are occupied by BlueLinx Corporation, each under the terms of a master lease agreement. Certain of the warehouse properties collateralize a mortgage loan and none of the properties are available to satisfy the debts and other obligations of either BlueLinx Corporation or us.

 

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The condensed consolidating statement of operations for BlueLinx Holdings Inc. for the period from March 30, 2008 to June 28, 2008 follows (in thousands):
                                         
    BlueLinx                          
    Holdings     BlueLinx     LLC              
    Inc.     Corporation     Subsidiaries     Eliminations     Consolidated  
Net sales
  $     $ 834,669     $ 7,618     $ (7,618 )   $ 834,669  
Cost of sales
          727,234                   727,234  
 
                             
Gross profit
          107,435       7,618       (7,618 )     107,435  
 
                             
Operating expenses:
                                       
Selling, general and administrative
    332       88,393       120       (7,618 )     81,227  
Depreciation and amortization
          4,033       1,070             5,103  
 
                             
Total operating expenses
    332       92,426       1,190       (7,618 )     86,330  
 
                             
Operating income (loss)
    (332 )     15,009       6,428             21,105  
Non-operating expenses:
                                       
Interest expense
          4,493       4,892             9,385  
Other expense (income), net
          190                   190  
 
                             
Income before provision for (benefit from) income taxes
    (332 )     10,326       1,536             11,530  
Provision for (benefit from) income taxes
    (129 )     4,461       599             4,931  
Equity in income (loss) of subsidiaries
    6,802                   (6,802 )      
 
                             
Net income (loss)
  $ 6,599     $ 5,865     $ 937     $ (6,802 )   $ 6,599  
 
                             
The condensed consolidating statement of operations for BlueLinx Holdings Inc. for the period from April 1, 2007 to June 30, 2007 follows (in thousands):
                                         
    BlueLinx                          
    Holdings     BlueLinx     LLC              
    Inc.     Corporation     Subsidiaries     Eliminations     Consolidated  
Net sales
  $     $ 1,081,990     $ 7,518     $ (7,518 )   $ 1,081,990  
Cost of sales
          962,752                   962,752  
 
                             
Gross profit
          119,238       7,518       (7,518 )     119,238  
 
                             
Operating expenses:
                                       
Selling, general and administrative
    279       100,459       126       (7,518 )     93,346  
Depreciation and amortization
          4,276       1,059             5,335  
 
                             
Total operating expenses
    279       104,735       1,185       (7,518 )     98,681  
 
                             
Operating income (loss)
    (279 )     14,503       6,333             20,557  
Non-operating expenses:
                                       
Interest expense
          6,905       4,893             11,798  
Other expense (income), net
          (219 )     (6 )           (225 )
 
                             
Income before provision for (benefit from) income taxes
    (279 )     7,817       1,446             8,984  
Provision for (benefit from) income taxes
    (109 )     3,095       564             3,550  
Equity in income (loss) of subsidiaries
    5,604                   (5,604 )      
 
                             
Net income (loss)
  $ 5,434     $ 4,722     $ 882     $ (5,604 )   $ 5,434  
 
                             

 

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The condensed consolidating statement of operations for BlueLinx Holdings Inc. for the period from December 29, 2007 to June 28, 2008 follows (in thousands):
                                         
    BlueLinx                          
    Holdings     BlueLinx     LLC              
    Inc.     Corporation     Subsidiaries     Eliminations     Consolidated  
Net sales
  $     $ 1,551,429     $ 15,235     $ (15,235 )   $ 1,551,429  
Cost of sales
          1,366,191                   1,366,191  
 
                             
Gross profit
          185,238       15,235       (15,235 )     185,238  
 
                             
Operating expenses:
                                       
Selling, general and administrative
    646       176,211       240       (15,235 )     161,862  
Depreciation and amortization
          7,931       2,140             10,071  
 
                             
Total operating expenses
    646       184,142       2,380       (15,235 )     171,933  
 
                             
Operating income (loss)
    (646 )     1,096       12,855             13,305  
Non-operating expenses:
                                       
Interest expense
          8,955       9,784             18,739  
Other expense (income), net
          333       (13 )           320  
 
                             
Income before provision for (benefit from) income taxes
    (646 )     (8,192 )     3,084             (5,754 )
Provision for (benefit from) income taxes
    (252 )     (2,713 )     1,203             (1,762 )
Equity in income (loss) of subsidiaries
    (3,598 )                 3,598        
 
                             
Net income (loss)
  $ (3,992 )   $ (5,479 )   $ 1,881     $ 3,598     $ (3,992 )
 
                             
The condensed consolidating statement of operations for BlueLinx Holdings Inc. for the period from December 31, 2006 to June 30, 2007 follows (in thousands):
                                         
    BlueLinx                          
    Holdings     BlueLinx     LLC              
    Inc.     Corporation     Subsidiaries     Eliminations     Consolidated  
Net sales
  $     $ 2,039,104     $ 15,036     $ (15,036 )   $ 2,039,104  
Cost of sales
          1,816,111                   1,816,111  
 
                             
Gross profit
          222,993       15,036       (15,036 )     222,993  
 
                             
Operating expenses:
                                       
Selling, general and administrative
    716       195,891       243       (15,036 )     181,814  
Depreciation and amortization
          8,618       2,116             10,734  
 
                             
Total operating expenses
    716       204,509       2,359       (15,036 )     192,548  
 
                             
Operating income (loss)
    (716 )     18,484       12,677             30,445  
Non-operating expenses:
                                       
Interest expense
          12,620       9,784             22,404  
Other expense (income), net
          (367 )     (241 )           (608 )
 
                             
Income before provision for (benefit from) income taxes
    (716 )     6,231       3,134             8,649  
Provision for (benefit from) income taxes
    (279 )     2,461       1,222             3,404  
Equity in income (loss) of subsidiaries
    5,682                   (5,682 )      
 
                             
Net income (loss)
  $ 5,245     $ 3,770     $ 1,912     $ (5,682 )   $ 5,245  
 
                             

 

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The condensed consolidating balance sheet for BlueLinx Holdings Inc. as of June 28, 2008 follows (in thousands):
                                         
            BlueLinx                    
    BlueLinx     Corporation                    
    Holdings     and     LLC              
    Inc.     Subsidiaries     Subsidiaries     Eliminations     Consolidated  
Assets:
                                       
Current assets:
                                       
Cash
  $ 4     $ 29,724     $ 63     $     $ 29,791  
Receivables
          295,081                   295,081  
Inventories
          315,368                   315,368  
Deferred income taxes
          14,633             (28 )     14,605  
Other current assets
    100       38,557                   38,657  
Intercompany receivable
    22,044                   (22,044 )      
 
                             
Total current assets
    22,148       693,363       63       (22,072 )     693,502  
 
                             
Property, plant and equipment:
                                       
Land and land improvements
          3,067       54,295             57,362  
Buildings
          7,520       91,030             98,550  
Machinery and equipment
          67,922                   67,922  
Construction in progress
          1,360                   1,360  
 
                             
Property, plant and equipment, at cost
          79,869       145,325             225,194  
Accumulated depreciation
          (43,340 )     (17,614 )           (60,954 )
 
                             
Property, plant and equipment, net
          36,529       127,711             164,240  
Investment in subsidiaries
    129,242                   (129,242 )      
Deferred income taxes
          3,496             (1,278 )     2,218  
Other non-current assets
          14,864       4,978             19,842  
 
                             
Total assets
  $ 151,390     $ 748,252     $ 132,752     $ (152,592 )   $ 879,802  
 
                             
Liabilities :
                                       
Current liabilities:
                                       
Accounts payable
  $ 118     $ 176,482     $     $     $ 176,600  
Bank overdrafts
          38,055                   38,055  
Accrued compensation
          11,503                   11,503  
Deferred income taxes
    28                   (28 )      
Current maturities of long-term debt
          10,048                   10,048  
Other current liabilities
          23,164       5,172             28,336  
Intercompany payable
          21,792       252       (22,044 )      
 
                             
Total current liabilities
    146       281,044       5,424       (22,072 )     264,542  
 
                             
Non-current liabilities:
                                       
Long-term debt
          156,000       295,000             451,000  
Deferred income taxes
                1,278       (1,278 )      
Other long-term liabilities
          13,016                   13,016  
 
                             
Total liabilities
    146       450,060       301,702       (23,350 )     728,558  
 
                             
Shareholders’ Equity/Parent’s Investment
    151,244       298,192       (168,950 )     (129,242 )     151,244  
 
                             
Total liabilities and equity
  $ 151,390     $ 748,252     $ 132,752     $ (152,592 )   $ 879,802  
 
                             

 

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The condensed consolidating balance sheet for BlueLinx Holdings Inc. as of December 29, 2007 follows (in thousands):
                                         
            BlueLinx                    
    BlueLinx     Corporation     LLC              
    Holdings Inc.     and Subsidiaries     Subsidiaries     Eliminations     Consolidated  
Assets:
                                       
Current assets:
                                       
Cash
  $ 3     $ 15,699     $ 57     $     $ 15,759  
Receivables
          263,176                   263,176  
Inventories
          335,887                   335,887  
Deferred income taxes
          12,277             (78 )     12,199  
Other current assets
    271       52,960                   53,231  
Intercompany receivable
    18,103       611             (18,714 )      
 
                             
Total current assets
    18,377       680,610       57       (18,792 )     680,252  
 
                             
Property, plant and equipment:
                                       
Land and land improvements
          3,000       54,295             57,295  
Buildings
          7,390       91,030             98,420  
Machinery and equipment
          67,217                   67,217  
Construction in progress
          4,212                   4,212  
 
                             
Property, plant and equipment, at cost
          81,819       145,325             227,144  
Accumulated depreciation
          (39,228 )     (15,474 )           (54,702 )
 
                             
Property, plant and equipment, net
          42,591       129,851             172,442  
Investment in subsidiaries
    137,155                   (137,155 )      
Non-current deferred income taxes
          4,327             (1,699 )     2,628  
Other non-current assets
          22,822       5,292             28,114  
 
                             
Total assets
  $ 155,532     $ 750,350     $ 135,200     $ (157,646 )   $ 883,436  
 
                             
Liabilities:
                                       
Current liabilities:
                                       
Accounts payable
  $ 20     $ 164,697     $     $     $ 164,717  
Bank overdrafts
          37,152                   37,152  
Accrued compensation
          10,372                   10,372  
Deferred income taxes
    78                   (78 )      
Other current liabilities
          15,145       4,135             19,280  
Intercompany payable
    611       17,632       471       (18,714 )      
 
                             
Total current liabilities
    709       244,998       4,606       (18,792 )     231,521  
 
                             
Non-current liabilities:
                                       
Long-term debt
          183,535       295,000             478,535  
Deferred income taxes
                1,699       (1,699 )      
Other non-current liabilities
          18,557                   18,557  
 
                             
Total liabilities
    709       447,090       301,305       (20,491 )     728,613  
 
                             
Shareholders’ Equity/Parent’s Investment
    154,823       303,260       (166,105 )     (137,155 )     154,823  
 
                             
Total liabilities and equity
  $ 155,532     $ 750,350     $ 135,200     $ (157,646 )   $ 883,436  
 
                             

 

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The condensed consolidating statement of cash flows for BlueLinx Holdings Inc. for the period from December 29, 2007 to June 28, 2008 follows (in thousands):
                                         
    BlueLinx                          
    Holdings     BlueLinx     LLC              
    Inc.     Corporation     Subsidiaries     Eliminations     Consolidated  
Cash flows from operating activities:
                                       
Net (loss) income
  $ (3,992 )   $ (5,479 )   $ 1,881     $ 3,598     $ (3,992 )
Adjustments to reconcile net income to cash (used in) provided by operations:
                                       
Depreciation and amortization
          7,931       2,140             10,071  
Amortization of debt issue costs
          901       314             1,215  
Deferred income tax benefit
    (50 )     (2,460 )     (421 )           (2,931 )
Share-based compensation expense
          1,119                   1,119  
Excess tax benefits from share-based compensation arrangements
          (76 )                 (76 )
Equity in earnings of subsidiaries
    3,598                   (3,598 )      
Changes in assets and liabilities:
                                       
Receivables
          (31,905 )                 (31,905 )
Inventories
          20,519                   20,519  
Accounts payable
    98       11,785                   11,883  
Changes in other working capital
    171       21,075       1,037             22,283  
Intercompany receivable
    (3,941 )     611             3,330        
Intercompany payable
    (611 )     4,160       (219 )     (3,330 )      
Other
          2,589                   2,589  
 
                             
Net cash (used in) provided by operating activities
    (4,727 )     30,770       4,732             30,775  
 
                             
Cash flows from investing activities:
                                       
Investment in subsidiaries
    4,212                   (4,212 )      
Property, plant and equipment investments
          (1,502 )                 (1,502 )
Proceeds from sale of assets
          827                   827  
 
                             
Net cash provided by (used in) investing activities
    4,212       (675 )           (4,212 )     (675 )
 
                             
Cash flows from financing activities:
                                       
Net transactions with Parent
          514       (4,726 )     4,212        
Proceeds from stock options exercised
    434                         434  
Excess tax benefits from share-based compensation arrangements
    76                         76  
Net decrease in revolving credit facility
          (17,487 )                 (17,487 )
Increase in bank overdrafts
          903                   903  
Common dividends paid
                             
Other
    6                         6  
 
                             
Net cash (used in) provided by financing activities
    516       (16,070 )     (4,726 )     4,212       (16,068 )
 
                             
Increase in cash
    1       14,025       6             14,032  
Balance, beginning of period
    3       15,699       57             15,759  
 
                             
Balance, end of period
  $ 4     $ 29,724     $ 63     $     $ 29,791  
 
                             

 

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The condensed consolidating statement of cash flows for BlueLinx Holdings Inc. for the period from December 31, 2006 to June 30, 2007 follows (in thousands):
                                         
    BlueLinx                          
    Holdings     BlueLinx     LLC              
    Inc.     Corporation     Subsidiaries     Eliminations     Consolidated  
Cash flows from operating activities:
                                       
Net income
  $ 5,245     $ 3,770     $ 1,912     $ (5,682 )   $ 5,245  
Adjustments to reconcile net income to cash (used in) provided by operations:
                                       
Depreciation and amortization
          8,618       2,116             10,734  
Amortization of debt issue costs
          903       312             1,215  
Deferred income tax benefit
    (86 )     (1,061 )     (416 )           (1,563 )
Share-based compensation expense
          2,227                   2,227  
Excess tax benefits from share-based compensation arrangements
          (60 )                 (60 )
Equity in earnings of subsidiaries
    (5,682 )                 5,682        
Changes in assets and liabilities:
                                       
Receivables
          (98,255 )                 (98,255 )
Inventories
          (59,536 )                 (59,536 )
Accounts payable
          64,503                   64,503  
Changes in other working capital
    508       6,924       1,408             8,840  
Intercompany receivable
    (207 )                 207        
Intercompany payable
          532       (325 )     (207 )      
Other
          2,308       (30 )           2,278  
 
                             
Net cash (used in) provided by operating activities
    (222 )     (69,127 )     4,977             (64,372 )
 
                             
Cash flows from investing activities:
                                       
Investment in subsidiaries
    7,624                   (7,624 )      
Property, plant and equipment investments
          (9,578 )     (449 )           (10,027 )
Proceeds from sale of assets
          1,086                   1,086  
 
                             
Net cash provided by (used in) investing activities
    7,624       (8,492 )     (449 )     (7,624 )     (8,941 )
 
                             
Cash flows from financing activities:
                                       
Net transactions with Parent
          (3,078 )     (4,546 )     7,624        
Proceeds from stock options exercised
    323                         323  
Excess tax benefits from share-based compensation arrangements
    60                         60  
Net increase in revolving credit facility
          94,073                   94,073  
Decrease in bank overdrafts
          (15,678 )                 (15,678 )
Common dividends paid
    (7,784 )                       (7,784 )
Other
                33             33  
 
                             
Net cash (used in) provided by financing activities
    (7,401 )     75,317       (4,513 )     7,624       71,027  
 
                             
Increase (decrease) in cash
    1       (2,302 )     15             (2,286 )
Balance, beginning of period
    2       27,017       23             27,042  
 
                             
Balance, end of period
  $ 3     $ 24,715     $ 38     $     $ 24,756  
 
                             

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) has been derived from our historical financial statements and is intended to provide information to assist you in better understanding and evaluating our financial condition and results of operations. We recommend that you read this MD&A section in conjunction with our condensed consolidated financial statements and notes to those statements included in Item 1 of this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the year ended December 29, 2007 as filed with the U.S. Securities and Exchange Commission (the “SEC”). This MD&A section is not a comprehensive discussion and analysis of our financial condition and results of operations, but rather updates disclosures made in the aforementioned filing. The discussion below contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance 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. 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 those discussed under the heading “Factors Affecting Future Results” in our Annual Report on Form 10-K for the year ended December 29, 2007 as filed with the SEC and other factors, some of which may not be known to us. 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 you should consider that could cause these differences include, among other things:
    changes in the prices, supply and/or demand for products which we distribute, especially as a result of conditions in the residential housing market;
 
    inventory levels of new and existing homes for sale;
 
    general economic and business conditions in the United States;
 
    the financial condition and credit worthiness of our customers;
 
    the activities of competitors;
 
    changes in significant operating expenses;
 
    fuel costs;
 
    risk of losses associated with accidents;
 
    exposure to product liability claims;
 
    changes in the availability of capital and interest rates;
 
    immigration patterns and job and household formation;
 
    our ability to identify acquisition opportunities and effectively and cost-efficiently integrate acquisitions;
 
    adverse weather patterns or conditions;
 
    our ability to agree to a new supply agreement with Georgia-Pacific after May 7, 2010, or otherwise obtain replacement products on favorable economic terms;

 

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    acts of war or terrorist activities;
 
    variations in the performance of the financial markets, including the credit markets; and
 
    the other factors described herein under “Factors Affecting Future Results” in our Annual Report on Form 10-K for the year ended December 29, 2007 as filed with the SEC.
Given these risks and uncertainties, we caution you not to place undue reliance on forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.
Overview
Background
We are a leading distributor of building products in the United States. We distribute approximately 10,000 products to more than 11,500 customers through our network of more than 70 warehouses and third-party operated warehouses which serve all major metropolitan markets in the United States. We distribute products in two principal categories: structural products and specialty products. Structural products include plywood, oriented strand board (“OSB”), rebar and remesh, lumber and other wood products primarily used for structural support, walls and flooring in construction projects. Structural products represented approximately 52% of our second quarter of fiscal 2008 gross sales. Specialty products include roofing, insulation, moulding, engineered wood, vinyl products (used primarily in siding) and metal products (excluding rebar and remesh). Specialty products accounted for approximately 48% of our second quarter of fiscal 2008 gross sales.
Industry Conditions
As noted above, we operate in a changing environment in which new risks can emerge from time to time. A number of factors cause our results of operations to fluctuate from period to period. Many of these factors are seasonal or cyclical in nature. Conditions in the United States housing market are at historically low levels and continued to deteriorate throughout the second quarter of fiscal 2008. Our operating results have declined during the past two years as they are closely tied to U.S. housing starts. Additionally, the mortgage markets have experienced substantial disruption due to a rising number of defaults in the “subprime” market. This disruption and the related defaults increased the inventory of homes for sale and also caused lenders to tighten mortgage qualification criteria which further reduced demand for new homes. Forecasters continue to have a bearish outlook for the housing market and we expect the downturn in new housing activity will continue to negatively impact our operating results for the foreseeable future. We continue to prudently manage our inventories, receivables and spending in this environment. However, along with many forecasters, we believe U.S. housing demand will improve in the long term based on population demographics and a variety of other factors.
Supply Agreement with Georgia-Pacific
On May 7, 2004, we entered into a multi-year supply agreement with Georgia-Pacific. Under the agreement, we have exclusive distribution rights on certain products and certain customer segments. Georgia-Pacific is our largest vendor, with Georgia-Pacific products representing approximately 25% of our purchases during fiscal 2007. On June 6, 2008, Georgia-Pacific notified us of its intent to terminate this supply agreement, effective May 7, 2010. Georgia-Pacific and BlueLinx are currently in discussions regarding a new agreement which would govern the purchase, supply and distribution arrangements between the two parties after May 7, 2010. Georgia-Pacific and BlueLinx are continuing to work together pursuant to the terms of the existing Supply Agreement.
The Supply Agreement details distribution rights by product categories, including exclusivity rights and minimum supply volume commitments from Georgia-Pacific with respect to certain products. This Supply Agreement also details our purchase obligations by product categories, including minimum purchase volume commitments with respect to most of the products supplied to us. In addition, the Supply Agreement also provides for advertising, marketing and promotion arrangements between BlueLinx and Georgia-Pacific for certain products.
Subsequent Event
On July 15, 2008, our board of directors approved a plan to exit our custom milling operations in California. We are taking this action primarily based on our analysis of the impact of unfavorable market conditions on the business. We expect to complete the closure of the milling operation during the third quarter of fiscal 2008. We expect to incur a pre-tax charge of approximately $4 million, or an after tax charge of approximately $0.08 per diluted share related to this action in the third quarter. Approximately $1.5 million of the total charge will require cash expenditures during the third quarter.

 

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Selected Factors Affecting Our Operating Results
Our operating results are affected by housing starts, mobile home production, industrial production, repair and remodeling spending and non-residential construction. Our operating results are also impacted by changes in product prices. Structural product prices can vary significantly based on short-term and long-term changes in supply and demand. The prices of specialty products can also vary from time to time, although they are generally significantly less variable than structural products.
The following table sets forth changes in net sales by product category, sales variances due to changes in unit volume and dollar and percentage changes in unit volume and price versus comparable prior periods, in each case for the second quarter of fiscal 2008, the second quarter of fiscal 2007, the first six months of fiscal 2008, the first six months of fiscal 2007, fiscal 2007 and fiscal 2006.
                                                 
    Fiscal     Fiscal     Fiscal     Fiscal     Fiscal     Fiscal  
    Q2 2008     Q2 2007     2008 YTD     2007 YTD     2007     2006  
    (Dollars in millions)  
    (Unaudited)  
Sales by Category
                                               
Structural Products
  $ 443     $ 598     $ 815     $ 1,117     $ 2,098     $ 2,788  
Specialty Products
    403       501       757       957       1,802       2,197  
Other(1)
    (11 )     (17 )     (21 )     (35 )     (66 )     (86 )
 
                                   
Total Sales
  $ 835     $ 1,082     $ 1,551     $ 2,039     $ 3,834     $ 4,899  
 
                                   
Sales Variances
                                               
Unit Volume $ Change
  $ (286 )   $ (229 )   $ (532 )   $ (534 )   $ (896 )   $ (398 )
Price/Other(1)
    39       (68 )     44       (183 )     (169 )     (325 )
 
                                   
Total $ Change
  $ (247 )   $ (297 )   $ (488 )   $ (717 )   $ (1,065 )   $ (723 )
 
                                   
Unit Volume % Change
    (26.0 )%     (16.3 )%     (25.6 )%     (19.1 )%     (18.0 )%     (7.0 )%
Price/Other(1)
    3.1 %     (5.2 )%     1.7 %     (6.9 )%     (3.7 )%     (5.9 )%
 
                                   
Total % Change
    (22.9 )%     (21.5 )%     (23.9 )%     (26.0 )%     (21.7 )%     (12.9 )%
 
                                   
 
     
(1)   Other includes unallocated allowances and discounts.
The following table sets forth changes in gross margin dollars and percentages by product category, and percentage changes in unit volume growth by product, in each case for the second quarter of fiscal 2008, the second quarter of fiscal 2007, the first six months of fiscal 2008, the first six months of fiscal 2007, fiscal 2007 and fiscal 2006.
                                                 
    Fiscal     Fiscal     Fiscal     Fiscal     Fiscal     Fiscal  
    Q2 2008     Q2 2007     2008 YTD     2007 YTD     2007     2006  
    (Dollars in millions)  
    (Unaudited)  
Gross Margin $’s by Category
                                               
Structural Products
  $ 53     $ 56     $ 85     $ 101     $ 173     $ 194  
Specialty Products
    58       70       108       134       238       308  
Other (1)
    (4 )     (7 )     (8 )     (12 )     (19 )     (22 )
 
                                   
Total Gross Margin $’s
  $ 107     $ 119     $ 185     $ 223     $ 392     $ 480  
 
                                   
Gross Margin %’s by Category
                                               
Structural Products
    12.0 %     9.3 %     10.4 %     9.0 %     8.2 %     7.0 %
Specialty Products
    14.4 %     14.0 %     14.3 %     14.0 %     13.2 %     14.0 %
Other (1)
  NA     NA     NA     NA     NA     NA  
Total Gross Margin %’s
    12.9 %     11.0 %     11.9 %     10.9 %     10.2 %     9.8 %
Change in Unit Volume by Product
                                               
Structural Products
    (30.3 )%     (17.1 )%     (29.2 )%     (19.9 )%     (19.2 )%     (11.8 )%
Specialty Products
    (20.8 )%     (15.3 )%     (21.5 )%     (18.0 )%     (16.4 )%     1.0 %
Total Change in Unit Volume %’s
    (26.0 )%     (16.3 )%     (25.6 )%     (19.1 )%     (18.0 )%     (7.0 )%
 
     
(1)   Other includes unallocated allowances and discounts.

 

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The following table sets forth changes in net sales and gross margin by channel and percentage changes in gross margin by channel, in each case for the second quarter of fiscal 2008, the second quarter of fiscal 2007, the first six months of fiscal 2008, the first six months of fiscal 2007, fiscal 2007 and fiscal 2006.
                                                 
    Fiscal     Fiscal     Fiscal     Fiscal     Fiscal     Fiscal  
    Q2 2008     Q2 2007     2008 YTD     2007 YTD     2007     2006  
    (Dollars in millions)  
    (Unaudited)  
Sales by Channel
                                               
Warehouse/Reload
  $ 622     $ 783     $ 1,133     $ 1,464     $ 2,763     $ 3,326  
Direct
    224       316       439       610       1,137       1,659  
Other(1)
    (11 )     (17 )     (21 )     (35 )     (66 )     (86 )
 
                                   
Total
  $ 835     $ 1,082     $ 1,551     $ 2,039     $ 3,834     $ 4,899  
 
                                   
Gross Margin by Channel
                                               
Warehouse/Reload
  $ 97     $ 106     $ 166     $ 198     $ 344     $ 407  
Direct
    14       20       27       37       67       95  
Other(1)
    (4 )     (7 )     (8 )     (12 )     (19 )     (22 )
 
                                   
Total
  $ 107     $ 119     $ 185     $ 223     $ 392     $ 480  
 
                                   
 
    Fiscal     Fiscal     Fiscal     Fiscal     Fiscal     Fiscal  
    Q2 2008     Q2 2007     2008 YTD     2007 YTD     2007     2006  
    (Dollars in millions)  
    (Unaudited)  
Gross Margin % by Channel
                                               
Warehouse/Reload
    15.6 %     13.5 %     14.7 %     13.5 %     12.5 %     12.2 %
Direct
    6.3 %     6.3 %     6.2 %     6.1 %     5.9 %     5.7 %
Unallocated Allowances and Adjustments
    (0.5 )%     (0.6 )%     (0.5 )%     (0.6 )%     (0.5 )%     (0.4 )%
Total
    12.9 %     11.0 %     11.9 %     10.9 %     10.2 %     9.8 %
 
     
(1)   Other includes unallocated allowances and adjustments.
Fiscal Year
Our fiscal year is a 52- or 53-week period ending on the Saturday closest to the end of the calendar year. Fiscal year 2008 contains 53 weeks. Fiscal years 2007 and 2006 each contain 52 weeks.
Results of Operations
Second Quarter of Fiscal 2008 Compared to Second Quarter of Fiscal 2007
The following table sets forth our results of operations for the second quarter of fiscal 2008 and second quarter of fiscal 2007.
                                 
    Period from             Period from        
    March 30, 2008     % of     April 1, 2007     % of  
    to     Net     to     Net  
    June 28, 2008     Sales     June 30, 2007     Sales  
    (Unaudited)           (Unaudited)        
    (Dollars in thousands)  
Net sales
  $ 834,669       100.0 %   $ 1,081,990       100.0 %
Gross profit
    107,435       12.9 %     119,238       11.0 %
Selling, general & administrative
    81,227       9.7 %     93,346       8.6 %
Depreciation and amortization
    5,103       0.6 %     5,335       0.5 %
Operating income
    21,105       2.5 %     20,557       1.9 %
Interest expense
    9,385       1.1 %     11,798       1.1 %
Other expense (income), net
    190       0.0 %     (225 )     0.0 %
 
                           
Income before benefit from income taxes
    11,530       1.4 %     8,984       0.8 %
Provision for income taxes
    4,931       0.6 %     3,550       0.3 %
 
                           
Net income
  $ 6,599       0.8 %   $ 5,434       0.5 %
 
                           

 

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Net Sales. For the second quarter of fiscal 2008, net sales decreased by 22.9%, or $247 million, to $835 million. Sales during the quarter were negatively impacted by a 31.6% decline in housing starts. We estimate that new home construction represents at least 50% of our end-use markets. Specialty sales, primarily consisting of roofing, specialty panels, insulation, moulding, engineered wood products, vinyl siding, composite decking and metal products (excluding rebar and remesh) decreased by $98 million or 19.6% compared to the second quarter of fiscal 2007, reflecting a decline in unit volume. Structural sales, including plywood, OSB, lumber and metal rebar, decreased by $155 million, or 25.9% from a year ago, also primarily as a result of a decrease in unit volume.
Gross Profit. Gross profit for the second quarter of fiscal 2008 was $107 million, or 12.9% of sales, compared to $119 million, or 11.0% of sales, in the prior year period. The decrease in gross profit dollars compared to the second quarter of fiscal 2007 was driven primarily by reduced unit volume associated with the ongoing slowdown in the housing market. Gross margin percentage increased by 1.9% to 12.9%, reflecting the increase, as a percentage of our total sales, of higher-margin specialty products and increases in product prices. Our ongoing initiatives to increase margin across all product categories also contributed to the increased gross margin.
Selling, General, and Administrative Expenses. Selling, general and administrative expenses for the second quarter of fiscal 2008 were $81.2 million, or 9.7% of net sales, compared to $93.3 million, or 8.6% of net sales, during the second quarter of fiscal 2007. The dollar decline primarily reflects lower payroll expense related to reduced headcount. Our ongoing focus on managing expenses to the current operating environment also contributed to this decline.
Depreciation and Amortization. Depreciation and amortization expense totaled $5.1 million for the second quarter of fiscal 2008, compared with $5.3 million for the second quarter of fiscal 2007.
Operating Income. Operating income for the second quarter of fiscal 2008 was $21.1 million, or 2.5% of sales, versus operating income of $20.6 million, or 1.9% of sales, in the second quarter of fiscal 2007, reflecting a decrease in operating expenses of $12.4 million.
Interest Expense, net. Interest expense totaled $9.4 million, down $2.4 million from the prior year reflecting lower debt levels. Interest expense related to our revolving credit facility and mortgage was $4.1 million and $4.7 million, respectively, during this period. Interest expense totaled $11.8 million for the second quarter of fiscal 2007. Interest expense related to our revolving credit facility and mortgage was $6.5 million and $4.7 million, respectively, during this period. In addition, interest expense included $0.6 million of debt issue cost amortization for each of the second quarter of fiscal 2008 and the second quarter of fiscal 2007.
Provision for Income Taxes. The effective tax rate was 42.8% and 39.5% for the second quarter of fiscal 2008 and the second quarter of fiscal 2007, respectively. The increase in the effective tax rate for the second quarter of fiscal 2008, compared to the same period last year, resulted from tax expense on Canadian earnings.
Net Income. Net income for the second quarter of fiscal 2008 was $6.6 million compared to net income of $5.4 million for the second quarter of fiscal 2007.
On a per-share basis, basic and diluted earnings applicable to common stockholders for the second quarter of fiscal 2008 were each $0.21. Basic and diluted earnings per share for the second quarter of 2007 were each $0.18.
Year-to-Date Fiscal 2008 Compared to Year-to-Date Fiscal 2007
The following table sets forth our results of operations for the first six months of fiscal 2008 and the first six months of fiscal 2007.
                                 
    Period from             Period from        
    December 29, 2007     % of     December 31, 2006     % of  
    to     Net     to     Net  
    June 28, 2008     Sales     June 30, 2007     Sales  
    (Unaudited)           (Unaudited)        
    (Dollars in thousands)  
Net sales
  $ 1,551,429       100.0 %   $ 2,039,104       100.0 %
Gross profit
    185,238       11.9 %     222,993       10.9 %
Selling, general & administrative
    161,862       10.4 %     181,814       8.9 %
Depreciation and amortization
    10,071       0.6 %     10,734       0.5 %
Operating income
    13,305       0.9 %     30,445       1.5 %
Interest expense
    18,739       1.2 %     22,404       1.1 %
Other expense (income), net
    320       0.0 %     (608 )     0.0 %
 
                           
(Loss) income before (benefit from) provision for income taxes
    (5,754 )     (0.4 )%     8,649       0.4 %
(Benefit from) provision for income taxes
    (1,762 )     (0.1 )%     3,404       0.2 %
 
                           
Net (loss) income
  $ (3,992 )     (0.3 )%   $ 5,245       0.3 %
 
                           

 

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Net Sales. For the first six months of fiscal 2008, net sales decreased by 23.9%, or $488 million, to $1.6 billion. Sales during this period were negatively impacted by a 30.1% decline in housing starts. We estimate that new home construction represents at least 50% of our end-use markets. Specialty sales, primarily consisting of roofing, specialty panels, insulation, moulding, engineered wood products, vinyl siding, composite decking and metal products (excluding rebar and remesh) decreased by $200 million or 20.9% compared to the first six months of fiscal 2007, reflecting a decline in unit volume. Structural sales, including plywood, OSB, lumber and metal rebar, decreased by $301 million, or 26.9% from a year ago, also primarily as a result of a decrease in unit volume.
Gross Profit. Gross profit for the first six months of fiscal 2008 was $185 million, or 11.9% of sales, compared to $223 million, or 10.9% of sales, in the prior year period. The decrease in gross profit dollars compared to the first six months of fiscal 2007 was driven primarily by reduced unit volume associated with the ongoing slowdown in the housing market. Gross margin percentage increased by 1.0% to 11.9%, reflecting the increase, as a percentage of our total sales, of higher-margin specialty products and increases in product prices. Our ongoing initiatives to increase margins across all product categories also contributed to the increased gross margin.
Selling, General, and Administrative Expenses. Selling, general and administrative expenses for the first six months of fiscal 2008 were $162 million, or 10.4% of net sales, compared to $182 million, or 8.9% of net sales, during the first six months of fiscal 2007. The dollar decline primarily reflects lower payroll expense related to reduced headcount. Our ongoing focus on managing expenses to the current operating environment also contributed to this decline.
Depreciation and Amortization. Depreciation and amortization expense totaled $10.1 million for the first six months of fiscal 2008, compared with $10.7 million for the first six months of fiscal 2007.
Operating Income. Operating income for the first six months of fiscal 2008 was $13.3 million, or 0.9% of sales, versus operating income of $30.4 million, or 1.5% of sales, in the first six months of fiscal 2007, reflecting the decline in revenue due to decreased unit volume.
Interest Expense, net. Interest expense totaled $18.7 million, down $3.7 million from the prior year reflecting lower debt levels. Interest expense related to our revolving credit facility and mortgage was $8.1 million and $9.4 million, respectively, during this period. Interest expense totaled $22.4 million for the first six months of fiscal 2007. Interest expense related to our revolving credit facility and mortgage was $11.6 million and $9.6 million, respectively, during this period. In addition, interest expense included $1.2 million of debt issue cost amortization for the first six months of fiscal 2008 and for the first six months of fiscal 2007, respectively.
(Benefit from) Provision for Income Taxes. The effective tax rate was 30.6% and 39.4% for the first six months of fiscal 2008 and the first six months of fiscal 2007, respectively. The decrease in the effective tax rate for the first six months of fiscal 2008, compared to the same period last year, resulted from tax expense on Canadian earnings.
Net (loss) income. Net loss for the first six months of fiscal 2008 was $4.0 million compared to net income of $5.2 million for the first six months of fiscal 2007.
On a per-share basis, basic and diluted loss applicable to common stockholders for the first six months of fiscal 2008 were each $0.13. Basic and diluted earnings per share for the first six months of 2007 were each $0.17.
Seasonality
We are exposed to fluctuations in quarterly sales volumes and expenses due to seasonal factors. These seasonal factors are common in the building products distribution industry. The first and fourth quarters are typically our slowest quarters due primarily to the impact of poor weather on the construction market. Our second and third quarters are typically our strongest quarters, reflecting a substantial increase in construction due to more favorable weather conditions. Our working capital and accounts receivable and payable generally peak in the third quarter, while inventory generally peaks in the second quarter in anticipation of the summer building season. Although we generally expect these trends to continue for the foreseeable future, we reduced our inventory in the second quarter of 2008 as part of our effort to manage to the current demand environment in the housing market.

 

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Liquidity and Capital Resources
We depend on cash flow from operations and funds available under our revolving credit facility to finance working capital needs, capital expenditures, dividends and acquisitions. We believe that the amounts available from this and other sources will be sufficient to fund our routine operations and capital requirements for the foreseeable future.
Part of our growth strategy is to selectively pursue acquisitions. Accordingly, depending on the nature of the acquisition or currency, we may use cash or stock, or a combination of both, as acquisition currency. Our cash requirements may significantly increase and incremental cash expenditures will be required in connection with the integration of the acquired company’s business and to pay fees and expenses in connection with acquisitions. To the extent that significant amounts of cash are expended in connection with acquisitions, our liquidity position may be adversely impacted. In addition, there can be no assurance that we will be successful in identifying acquisition targets and implementing our acquisition strategy. For a discussion of the risks associated with our acquisition strategy, see the risk factor on integrating acquisitions in our Annual Report on
Form 10-K.
The following tables indicate our working capital and cash flows for the periods indicated.
                 
    June 28, 2008     December 29, 2007  
    (Dollars in thousands)  
    (Unaudited)  
Working capital
  $ 428,960     $ 448,731  
                 
    Period from     Period from  
    December 29, 2007     December 31, 2006  
    to     to  
    June 28, 2008     June 30, 2007  
    (Dollars in thousands)  
    (Unaudited)  
Cash flows provided by (used in) operating activities
  $ 30,775     $ (64,372 )
Cash flows used in investing activities
    (675 )     (8,941 )
Cash flows (used in) provided by financing activities
  $ (16,068 )   $ 71,027  
Working Capital
Working capital decreased by $19.8 million to $429 million at June 28, 2008 primarily as a result of increases in accounts payable, current maturities of long-term debt, and other current liabilities of $11.9 million, $10.0 million and $9.1 million, respectively, as well as decreases in inventories and other current assets of $20.5 million and $14.6 million, respectively. These changes were partially offset by an increase in accounts receivable of $31.9 million. Additionally, cash increased from $15.8 million on December 29, 2007 to $29.8 million at June 28, 2008, primarily due to reductions of working capital. The $29.8 million of cash on our balance sheet at June 28, 2008 includes customer remittances received in our lock boxes on Friday and Saturday that are not available until Monday, which is part of the following fiscal period.
Operating Activities
During the first six months of fiscal 2008 and fiscal 2007, cash flows provided by (used in) operating activities totaled $30.8 million and $(64.4) million, respectively. The increase of $95.1 million in cash flows provided by operating activities was primarily the result of a source of cash related to a reduction in the changes in working capital of $107 million. This source of cash was offset by a $9.2 million decrease in net income.
Investing Activities
During the first six months of fiscal 2008 and fiscal 2007, cash flows used in investing activities totaled $0.7 million and $8.9 million, respectively.
During the first six months of fiscal 2008 and fiscal 2007, our expenditures for property and equipment were $1.5 million and $10 million, respectively. The cash used in investing activities in the first six months of fiscal 2007 was primarily for programs designed to improve and fine tune our capabilities in inventory management and forecasting, in financial budgeting and reporting, in order tracking and visibility and in product marketing. These and other programs did not require the same level of investment in 2008 and our capital expenditures declined accordingly.
Proceeds from the sale of property and equipment totaled $0.8 million and $1.1 million for the first six months of fiscal 2008 and fiscal 2007, respectively.

 

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Financing Activities
Net cash (used in) provided by financing activities was $(16.1) million during the first six months of fiscal 2008 compared to $71.0 million during the first six months of fiscal 2007. The $87.1 million decrease in cash provided by financing activities was primarily driven by a decrease in borrowings under our revolving credit facility of $112 million. This decrease was offset by an increase in bank overdrafts of $16.6 million. We paid no dividends to our common stockholders in the first six months of 2008. In the first six months of 2007, we paid dividends to our common stockholders in the aggregate amount of $7.8 million.
Debt and Credit Sources
On May 7, 2004, our operating subsidiary entered into a revolving credit facility. As of June 28, 2008, advances outstanding under the revolving credit facility were approximately $166 million. Excess borrowing availability was approximately $271 million. As of June 28, 2008, the interest rate on outstanding balances under the revolving credit facility was 4.75%. For the second quarter and first six months of fiscal 2008, interest expense related to the revolving credit facility was $4.1 million and $8.1 million, respectively. For the second quarter and first six months of fiscal 2007, interest expense related to the revolving credit facility was $6.5 million and $11.6 million, respectively.
On June 9, 2006, certain special purpose entities that are wholly-owned subsidiaries of ours entered into a $295 million mortgage loan with the German American Capital Corporation. The mortgage has a term of ten years and is secured by 57 distribution facilities and 1 office building owned by the special purpose entities. The stated interest rate on the mortgage is fixed at 6.35%. German American Capital Corporation assigned half of its interest in the mortgage loan to Wachovia Bank, National Association.
On June 12, 2006, we entered into an interest rate swap agreement with Goldman Sachs Capital Markets (GSCM), to hedge against interest rate risks related to our variable rate revolving credit facility. The interest rate swap has a notional amount of $150 million and the terms call for us to receive interest monthly at a variable rate equal to 30-day LIBOR and to pay interest monthly at a fixed rate of 5.4%. This interest rate swap is designated as a cash flow hedge.
We expect the hedge to be highly effective in offsetting changes in expected cash flows, as, at inception, the critical terms of the interest rate swap generally match the critical terms of the variable rate revolving credit facility. Fluctuations in the fair value of the ineffective portion, if any, of the cash flow hedge are reflected in earnings. For the first six months of fiscal 2008 and for the first six months of fiscal 2007, we recognized an immaterial amount of expense related to the ineffective portion of the hedge.
At June 28, 2008 and December 29, 2007, the fair value of the interest rate swap was a liability of $6.9 million and $7.1 million, respectively. These balances were included in “Other current liabilities” and “Other long-term liabilities” on the Condensed Consolidated Balance Sheet. Accumulated other comprehensive income at June 28, 2008 and December 29, 2007 included the net loss on the cash flow hedge (net of tax) of $4.1 million and $4.3 million, respectively, which reflects the cumulative amount of comprehensive loss in connection with the change in fair value of the swap.
Contractual Obligations
There have been no material changes to our contractual obligations from those disclosed in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 29, 2007 except, as discussed above, Georgia-Pacific’s notification to us of its intent to terminate the Supply Agreement, effective May 7, 2010. Georgia-Pacific and BlueLinx are currently in discussions regarding a new agreement which would govern the purchase, supply and distribution arrangements between the two parties after May 7, 2010. Georgia-Pacific and BlueLinx are continuing to work together pursuant to the terms of the existing Supply Agreement.

 

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Critical Accounting Policies
Our significant accounting policies are more fully described in the notes to the consolidated financial statements. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. As with all judgments, they are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, current economic trends in the industry, information provided by customers, vendors and other outside sources and management’s estimates, as appropriate.
The following are accounting policies that management believes are important to the portrayal of our financial condition and results of operations and require management’s most difficult, subjective or complex judgment.
Revenue Recognition
We recognize revenue when the following criteria are met: persuasive evidence of an agreement exists, delivery has occurred or services have been rendered, our price to the buyer is fixed and determinable and collectibility is reasonably assured. Delivery is not considered to have occurred until the customer takes title and assumes the risks and rewards of ownership. The timing of revenue recognition is largely dependent on shipping terms. Revenue is recorded at the time of shipment for terms designated as FOB (free on board) shipping point. For sales transactions designated FOB destination, revenue is recorded when the product is delivered to the customer’s delivery site.
All sales are recorded at gross in accordance with the guidance outlined by EITF 99-19 and in accordance with standard industry practice. The key indicators used to determine this are as follows:
    We are the primary obligor responsible for fulfillment;
 
    We hold title to all reload inventory and are responsible for all product returns;
 
    We control the selling price for all channels;
 
    We select the supplier; and
 
    We bear all credit risk.
All revenues recognized are net of trade allowances, cash discounts and sales returns. Cash discounts and sales returns are estimated using historical experience. Trade allowances are based on the estimated obligations and historical experience. Adjustments to earnings resulting from revisions to estimates on discounts and returns have been insignificant for each of the reported periods.
Allowance for Doubtful Accounts and Related Reserves
We evaluate the collectibility of accounts receivable based on numerous factors, including past transaction history with customers and their creditworthiness. We maintain an allowance for doubtful accounts for each aging category on our aged trial balance based on our historical loss experience. This estimate is periodically adjusted when we become aware of specific customers’ inability to meet their financial obligations (e.g., bankruptcy filing or other evidence of liquidity problems). As we determine that specific balances will be ultimately uncollectible, we remove them from our aged trial balance. Additionally, we maintain reserves for cash discounts that we expect customers to earn as well as expected returns. At June 28, 2008 and December 29, 2007 these allowances totaled $14.0 million and $10.5 million, respectively.
Stock-Based Compensation
Compensation expense arising from stock-based awards granted to employees and non-employee directors is recognized as expense using the straight-line method over the vesting period. As of June 28, 2008, there was $2.1 million, $5.0 million, $1.2 million and $0.2 million of total unrecognized compensation expense related to stock options, restricted stock, performance shares and restricted stock units, respectively. The unrecognized compensation expense for these awards is expected to be recognized over a period of 2.7 years, 2.5 years, 2.5 years, and 1.3 years, respectively. As of June 30, 2007, there was $5.0 million, $3.3 million, $2.3 million and $1.7 million of total unrecognized compensation expense related to stock options, restricted stock, performance shares and restricted stock units, respectively. The unrecognized compensation expense for these awards is expected to be recognized over a period of 3.5 years, 2.6 years, 2.5 years, and 2.5 years, respectively.
For the second quarter of fiscal 2008 and for the first six months of fiscal 2008, our total stock-based compensation expense was $1.2 million. We also recognized related income tax benefits of $0.5 million for the second quarter of fiscal 2008 and for the first six months of fiscal 2008. For the second quarter of fiscal 2007 and for the first six months of fiscal 2007, our total stock-based compensation expense was $1.4 million and $2.2 million, respectively. We also recognized related income tax benefits of $0.5 million and $0.9 million for the second quarter of fiscal 2007 and for the first six months of fiscal 2007, respectively.

 

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Inventories
Inventories are carried at the lower of cost or market. The cost of all inventories is determined by the moving average cost method. We evaluate our inventory value at the end of each quarter to ensure that first quality, actively moving inventory, when viewed by category, is carried at the lower of cost or market. At December 29, 2007, the lower of cost or market reserve was immaterial. The market value of our inventory exceeded its cost at June 28, 2008.
Additionally, we maintain a reserve for the estimated value of impairment associated with damaged, excess and obsolete inventory. At June 28, 2008 and December 29, 2007, our damaged, excess and obsolete inventory reserves totaled $5.3 million and $4.4 million, respectively. Adjustments to earnings resulting from revisions to inactive inventory estimates have been insignificant.
Consideration Received from Vendors and Paid to Customers
Each year, we enter into agreements with many of our vendors providing for purchase rebates, generally based on achievement of specified volume purchasing levels and various marketing allowances that are common industry practice. We accrue for the receipt of vendor rebates based on purchases, and also reduce inventory value to reflect the net acquisition cost (purchase price less expected purchase rebates). In addition, we enter into agreements with many of our customers to offer customer rebates, generally based on achievement of specified volume sales levels and various marketing allowances that are common industry practice. We accrue for the payment of customer rebates based on sales to the customer, and also reduce sales value to reflect the net sales (sales price less expected customer rebates). At June 28, 2008, the vendor rebate receivable and customer rebate payable totaled $7.8 million and $6.3 million, respectively. At December 29, 2007, these balances totaled $7.5 million and $11.1 million, respectively. Adjustments to earnings resulting from revisions to rebate estimates have been insignificant for each of the reported periods.
Impairment of Long-Lived Assets
Long-lived assets, including property and equipment and intangible assets with definite useful lives, are reviewed for possible impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Determining whether an impairment has occurred typically requires various estimates and assumptions, including determining which cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount and the asset’s residual value, if any. In turn, measurement of an impairment loss requires a determination of fair value, which is based on the best information available. We use internal cash flow estimates, quoted market prices when available and independent appraisals as appropriate to determine fair value. We derive the required cash flow estimates from our historical experience and our internal business plans and apply an appropriate discount rate. If these projected cash flows are less than the carrying amount, an impairment loss is recognized based on the fair value of the asset less any costs of disposition. Our judgment regarding the existence of impairment indicators is based on market and operational performance.
During the second quarter of fiscal 2008, we recorded a non-cash impairment charge of $0.7 million ($0.4 million after tax) to reduce the carrying value of certain long-lived assets to fair value. This impairment charge was included in “Selling, general and administrative” expense on our Consolidated Statement of Operations for the second quarter and the first six months of fiscal 2008.
Income Taxes
Deferred income tax assets and income tax benefits are provided for temporary differences between amounts recorded for financial reporting and income tax purposes. If, for some reason, the combination of future years income (or loss) combined with the reversal of temporary differences results in a loss, such losses can be carried back to prior years or carried forward to future years to recover the deferred tax assets. In accordance with SFAS No. 109, “Accounting for Income Taxes” (“SFAS 109”), we evaluate our deferred tax assets quarterly to determine if valuation allowances are required. SFAS 109 requires that companies assess whether valuation allowances should be established based on the consideration of all available evidence using a “more likely than not” standard.
In evaluating our ability to recover our deferred income tax assets we consider all available positive and negative evidence, including our past operating results, our ability to carryback losses against prior taxable income, the existence of cumulative losses in the most recent years and our forecast of future taxable income. In estimating future taxable income, we develop assumptions including the amount of future state and federal pretax operating income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income.

 

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The Company has recorded certain deferred income tax assets as of June 28, 2008. Realization is dependent on generating sufficient taxable income. The Company believes the deferred income tax assets will be realized through taxable income generated during available loss carryback periods and future taxable income, including but not limited to taxable income that would be generated by the implementation of feasible and prudent tax planning strategies. Although realization is not assured, management believes that it is more likely than not that all of the deferred income tax assets will be realized. The amount of the deferred income tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income available via loss carryback are reduced or if we are unable to implement existing tax planning strategies. During 2008, we will continue to closely monitor the current economic downturn in the housing and construction sectors on a quarterly basis. Should conditions reach a level during 2008 that necessitates the recording of a valuation allowance against our deferred income tax assets based upon all of the evidence, both positive and negative, it will be recorded in the period that such changes in estimates are made. The recording of a valuation allowance would result in additional income tax expense in such period and could have a significant impact on our future earnings.
Uncertain tax positions are recorded based on the provisions of FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, which prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return (including a discussion of whether to file or not to file a return in a particular jurisdiction).
Exit Costs
During the second quarter of 2008 and the fourth quarter of fiscal 2007 we vacated leased office space and certain distribution facilities. We accounted for these transactions in accordance with SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, which requires that a liability be recognized for the cost associated with an exit or disposal activity at fair value in the period in which it is incurred or when the entity ceases using the right conveyed by a contract (i.e., the right to use a leased property). Our exit costs include the estimated losses on the vacated facilities based on our contractual obligations net of estimated sublease income based on current comparable market rates for leases. We will reassess this liability periodically based on market conditions. Revisions to our estimates of this liability could materially impact our operating results and financial position in future periods if anticipated events and key assumptions, such as the timing and amounts of sublease rental income, either do not materialize or change. At June 28, 2008 and December 29, 2007, the vacant property reserve totaled $11.0 million and $11.3 million, respectively. These balances were included in “Other current liabilities”, and in “Other long-term liabilities” on the Consolidated Balance Sheet.
Recently Issued Accounting Pronouncements
In June 2008, the FASB issued FSP No. Emerging Issues Task Force (“EITF”) 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities” (“FSP 03-6-1”). FSP 03-6-1 clarifies that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are to be included in the computation of earnings per share under the two-class method described in SFAS No. 128, “Earnings Per Share.” This FSP is effective for us on January 1, 2009 and requires all presented prior-period earnings per share data to be adjusted retrospectively. We are still in the process of evaluating the impact FSP 03-6-1 will have on our Consolidated Financial Statements. For additional information about our share-based payment awards, refer to Note 2 of the Notes to Consolidated Financial Statements in our Form 10-K.
In April 2008, the FASB issued FASB Staff Position (“FSP”) No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”). FSP 142-3 amends the factors to be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under SFAS No. 142, “Goodwill and Other Intangible Assets.” Its intent is to improve the consistency between the useful life of an intangible asset and the period of expected cash flows used to measure its fair value. This FSP is effective for us on January 1, 2009. We are still in the process of evaluating the impact FSP 142-3, but do not expect it to have a material impact on our Consolidated Financial Statements.
In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 161, “Disclosures about Derivative Instruments and Hedging Activities — An Amendment of SFAS No. 133” (“SFAS 161”). SFAS 161 seeks to improve financial reporting for derivative instruments and hedging activities by requiring enhanced disclosures regarding the impact on financial position, financial performance, and cash flows. To achieve this increased transparency, SFAS 161 requires (1) the disclosure of the fair value of derivative instruments and gains and losses in a tabular format; (2) the disclosure of derivative features that are credit risk-related; and (3) cross-referencing within the footnotes. SFAS 161 is effective, on a prospective basis, for fiscal years beginning after November 15, 2008. We are in the process of evaluating the new disclosure requirements under SFAS 161.

 

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In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements (SFAS No. 160). SFAS No. 160 establishes requirements for ownership interests in subsidiaries held by parties other than the Company (sometimes called “minority interests”) be clearly identified, presented, and disclosed in the consolidated statement of financial position within equity, but separate from the parent’s equity. All changes in the parent’s ownership interests are required to be accounted for consistently as equity transactions and any noncontrolling equity investments in deconsolidated subsidiaries must be measured initially at fair value. SFAS No. 160 is effective, on a prospective basis, for fiscal years beginning after December 15, 2008. However, presentation and disclosure requirements must be retrospectively applied to comparative financial statements. We are currently assessing the impact of SFAS No. 160 on our consolidated financial position, results of operations and cash flows.
In December 2007, the FASB issued SFAS 141 (revised 2007) Business Combinations (“SFAS 141R”). SFAS 141R establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. SFAS 141R also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141R is effective, on a prospective basis, for fiscal years beginning after December 15, 2008. We are currently evaluating the potential impact, if any, of the adoption of SFAS 141R on our consolidated financial position, results of operations and cash flows.
In February, 2007, the FASB issued SFAS No. 159 The Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159). SFAS No. 159 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We have elected to not adopt the fair value option in measuring certain financial assets and liabilities.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements. SFAS No. 157 applies to other accounting pronouncements that require or permit fair value measurements. The new guidance is effective for financial statements issued for fiscal years beginning after November 15, 2007, and for interim periods within those fiscal years. In February 2008, FSP 157-1 Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13 was issued. FSP 157-1 removed leasing transactions accounted for under Statement 13 and related guidance from the scope of SFAS No. 157. FSP 157-2 Partial Deferral of the Effective Date of Statement 157 deferred the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities to fiscal years beginning after November 15, 2008.
SFAS No. 157, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). SFAS No. 157 classifies inputs used to measure fair value into the following hierarchy:
       
  Level 1  
Unadjusted quoted prices in active markets for identical assets or liabilities.
     
 
  Level 2  
Unadjusted quoted prices in active markets for similar assets or liabilities, or
Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or
Inputs other than quoted prices that are observable for the asset or liability.
     
 
  Level 3  
Unobservable inputs for the asset or liability.

 

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We are exposed to market risks from changes in interest rates, which may affect our operating results and financial position. When deemed appropriate, we minimize our risks from interest rate fluctuations through the use of an interest rate swap. This derivative financial instrument is used to manage risk and is not used for trading or speculative purposes. The swap is valued using a valuation model that has inputs other than quoted market prices that are both observable and unobservable.
We endeavor to utilize the best available information in measuring the fair value of the interest rate swap. The interest rate swap is classified in its entirety based on the lowest level of input that is significant to the fair value measurement. We have determined that our interest rate swap is a level 3 liability in the fair value hierarchy. The fair value of the interest rate swap was $6.9 million as of June 28, 2008.
The implementation of SFAS No. 157 for financial assets and financial liabilities, effective December 30, 2007, did not have a material impact on our consolidated financial position and results of operations. We are currently assessing the impact of SFAS No. 157 for pension related financial assets and nonfinancial assets and nonfinancial liabilities on our consolidated financial position and results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in market risk from the information provided in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended December 29, 2007, other than those discussed below.
Our revolving credit facility accrues interest based on a floating benchmark rate (the prime rate or LIBOR rate), plus an applicable margin. A change in interest rates under the revolving credit facility would have an impact on our results of operations. A change of 100 basis points in the market rate of interest would impact interest expense by approximately $0.2 million based on borrowings outstanding at June 28, 2008. Additionally, to the extent changes in interest rates impact the housing market, we would be impacted by such changes.
ITEM 4. CONTROLS AND PROCEDURES
Our management performed an evaluation, as of the end of the period covered by this report on Form 10-Q, under the supervision of our chief executive officer and chief financial officer of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in rule 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.
There were no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
During the quarter ended June 28, 2008, there were no material changes to our previously disclosed legal proceedings. Additionally, we are, and from time to time may be, a party to routine legal proceedings incidental to the operation of our business. The outcome of any pending or threatened proceedings is not expected to have a material adverse effect on our financial condition, operating results or cash flows, based on our current understanding of the relevant facts. Legal expenses incurred related to these contingencies are generally expensed as incurred.

 

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ITEM 1A. RISK FACTORS
There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the year ended December 29, 2007 as filed with the SEC, other than those discussed below.
We depend upon a single supplier, Georgia-Pacific, for a significant percentage of our products and have significant purchase commitments under our Supply Agreement with Georgia-Pacific.
Georgia-Pacific is our largest supplier, accounting for approximately 25% and approximately 24% of our purchases during fiscal 2007 and fiscal 2006, respectively. On May 7, 2004, we entered into a multi-year Supply Agreement with Georgia-Pacific. The Supply Agreement had a five-year initial term expiring on May 7, 2009. On June 6, 2008, Georgia-Pacific notified us of its intent to terminate this Supply Agreement, effective May 7, 2010. Georgia-Pacific and BlueLinx continue to participate in discussions regarding a new agreement which would govern the purchase, supply and distribution arrangements between the two parties after May 7, 2010. Georgia-Pacific and BlueLinx are continuing to work together pursuant to the terms of the existing Supply Agreement. Upon a material breach of the agreement by us, Georgia-Pacific may terminate the agreement at anytime. If Georgia-Pacific and BlueLinx are unable to agree on a new supply agreement or Georgia-Pacific otherwise discontinues sales of product to us after May 7, 2010, we would experience a product shortage unless and until we obtain a replacement supplier. We may not be able to obtain replacement products on favorable economic terms, if at all. An inability to replace products on favorable economic terms would adversely impact our net sales and our costs, which in turn could impact our gross profit, net income and cash flows.
Under the Supply Agreement, we have substantial minimum purchase volume commitments with respect to a number of products supplied to us. Based on 2007 average market prices, our purchase obligations under this agreement are $0.3 billion for the remaining term of the agreement. These products account for a majority of our purchases from Georgia-Pacific. If we fail or refuse to purchase any products that we are obligated to purchase pursuant to the Supply Agreement, Georgia-Pacific has the right to sell products to third parties and, for certain products, terminate our exclusivity, which could reduce our net sales due to the unavailability of products or our gross profit if we are required to pay higher product prices to other suppliers. A reduction in our net sales or gross profit may also reduce our net income and cash flows.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 21, 2008 we held our annual meeting of stockholders, at which time our stockholders voted on (1) the election of nine directors to serve on our board of directors for a one-year term that will expire at the annual meeting of shareholders in 2009 or until their successors are duly elected and qualified, (2) approval of an amendment to the BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan to increase the number of shares available for grant from 1,700,000 to 3,200,000, and (3) ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2008. Proxies were solicited for the annual meeting pursuant to Regulation 14A of the Exchange Act. A total of 25,099,350 shares of our common stock were represented by proxy at the meeting, representing 78% of the shares eligible to vote. The results of the voting are set forth below.
  1.   Election of directors to serve on our board of directors:
                 
Name   Votes For     Votes Withheld  
Howard S. Cohen
    24,056,046       1,043,304  
Richard S. Grant
    24,867,732       231,618  
Richard B. Marchese
    24,866,832       232,518  
Steven F. Mayer
    24,045,694       1,053,656  
Charles H. McElrea
    24,036,550       1,062,800  
Alan H. Schumacher
    24,863,032       236,318  
Mark A. Suwyn
    23,935,759       1,163,591  
Robert G. Warden
    24,042,992       1,056,358  
M. Richard Warner
    24,060,426       1,038,924  
  2.   Approval of an amendment to the BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan:
         
Votes For   Votes Against   Abstain
20,061,908
  1,099,509   9,912
  3.   Ratification of appointment of Ernst & Young LLP as our independent registered public accounting firm:
         
Votes For   Votes Against   Abstain
25,039,637   46,675   13,038

 

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ITEM 6. EXHIBITS
         
Exhibit    
Number   Description
       
 
  10.1    
Settlement Agreement and General Release between BlueLinx Corporation and Barbara V. Tinsley dated April 7, 2008.
       
 
  10.2    
Retention Incentive Agreement between BlueLinx Corporation and Duane G. Goodwin dated April 1, 2008.
       
 
  31.1    
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
       
 
  31.2    
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
       
 
  32.1    
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
       
 
  32.2    
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
         
  BlueLinx Holdings Inc.
(Registrant)
 
 
Date: August 5, 2008  /s/ Howard D. Goforth    
  Howard D. Goforth   
  Chief Financial Officer and Treasurer   
 

 

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EXHIBIT INDEX
         
Exhibit    
Number   Description
       
 
  10.1    
Settlement Agreement and General Release between BlueLinx Corporation and Barbara V. Tinsley dated April 7, 2008.
       
 
  10.2    
Retention Incentive Agreement between BlueLinx Corporation and Duane G. Goodwin dated April 1, 2008.
       
 
  31.1    
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
       
 
  31.2    
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
       
 
  32.1    
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
       
 
  32.2    
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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