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 September 27, 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 (State of Incorporation)		77-0627356 (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 (Do not check if a smaller reporting company)		Smaller reporting company o

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 October 31, 2008 there were 32,362,360 shares of BlueLinx Holdings Inc. common stock, par value $0.01, outstanding.

 

 

BLUELINX HOLDINGS INC.

Form 10-Q

For the Quarterly Period Ended September 27, 2008

INDEX

		PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements — BlueLinx Holdings Inc. (Unaudited)			3
Condensed Consolidated Statements of Operations			3
Condensed Consolidated Balance Sheets			5
Condensed Consolidated Statements of Cash Flows			6
Notes to Condensed Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			23
Item 3. Quantitative and Qualitative Disclosures About Market Risk			36
Item 4. Controls and Procedures			36
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			36
Item 1A. Risk Factors			37
Item 6. Exhibits			38
Signatures			39
Exhibit Index			40
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Exhibit 99.1
Exhibit 99.2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BLUELINX HOLDINGS INC.

		Third Quarter
		Period from				Period from
		June 29, 2008				July 1, 2007
		to				to
		September 27, 2008				September 29, 2007
Net sales		$	726,756			$	1,015,888
Cost of sales			643,507				913,078
Gross profit			83,249				102,810
Operating expenses:
Selling, general, and administrative			73,793				84,826
Depreciation and amortization			4,940				5,106
Total operating expenses			78,733				89,932
Operating income			4,516				12,878
Non-operating expenses:
Interest expense			8,791				11,352
Other expense, net			65				7
(Loss) income before (benefit from) provision for income taxes			(4,340	)			1,519
(Benefit from) provision for income taxes			(1,746	)			629
Net (loss) income		$	(2,594	)		$	890
Basic weighted average number of common shares outstanding			31,150				30,853
Basic net (loss) income per share applicable to common stock		$	(0.08	)		$	0.03
Diluted weighted average number of common shares outstanding			31,150				30,951
Diluted net (loss) income per share applicable to common stock		$	(0.08	)		$	0.03
Dividends declared per share of common stock		$	—			$	0.125

See accompanying notes.

BLUELINX HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)

		Nine Months Ended
		Period from				Period from
		December 30, 2007				December 31, 2006
		to				to
		September 27, 2008				September 29, 2007
Net sales		$	2,278,185			$	3,054,992
Cost of sales			2,009,698				2,729,189
Gross profit			268,487				325,803
Operating expenses:
Selling, general, and administrative			235,655				266,640
Depreciation and amortization			15,011				15,840
Total operating expenses			250,666				282,480
Operating income			17,821				43,323
Non-operating expenses:
Interest expense			27,530				33,756
Other expense (income), net			385				(601	)
(Loss) income before (benefit from) provision for income taxes			(10,094	)			10,168
(Benefit from) provision for income taxes			(3,508	)			4,033
Net (loss) income		$	(6,586	)		$	6,135
Basic weighted average number of common shares outstanding			31,053				30,834
Basic net (loss) income per share applicable to common stock		$	(0.21	)		$	0.20
Diluted weighted average number of common shares outstanding			31,053				30,947
Diluted net (loss) income per share applicable to common stock		$	(0.21	)		$	0.20
Dividends declared per share of common stock		$	—			$	0.375

See accompanying notes.

BLUELINX HOLDINGS INC.

		September 27, 2008				December 29, 2007
		(unaudited)
Assets:
Current assets:
Cash and cash equivalents		$	71,098			$	15,759
Receivables, net			244,478				263,176
Inventories, net			260,977				335,887
Deferred income taxes			15,962				12,199
Other current assets			33,015				53,231
Total current assets			625,530				680,252
Property, plant, and equipment:
Land and land improvements			53,467				57,295
Buildings			96,179				98,420
Machinery and equipment			68,259				67,217
Construction in progress			2,201				4,212
Property, plant, and equipment, at cost			220,106				227,144
Accumulated depreciation			(64,870	)			(54,702	)
Property, plant, and equipment, net			155,236				172,442
Non-current deferred income taxes			1,502				2,628
Other assets			24,077				28,114
Total assets		$	806,345			$	883,436
Liabilities:
Current liabilities:
Accounts payable		$	128,842			$	164,717
Bank overdrafts			21,702				37,152
Accrued compensation			12,246				10,372
Other current liabilities			29,412				19,280
Total current liabilities			192,202				231,521
Non-current liabilities:
Long-term debt			451,000				478,535
Other long-term liabilities			13,883				18,557
Total liabilities			657,085				728,613
Shareholders’ Equity:
Common Stock, $0.01 par value, 100,000,000 shares authorized; 32,362,360 and 31,224,959 shares issued and outstanding at September 27, 2008 and December 29, 2007, respectively			324				312
Additional paid-in-capital			143,699				142,081
Accumulated other comprehensive income			4,819				5,426
Retained earnings			418				7,004
Total shareholders’ equity			149,260				154,823
Total liabilities and shareholders’ equity		$	806,345			$	883,436

See accompanying notes.

BLUELINX HOLDINGS INC.

		Nine Months Ended
		Period from				Period from
		December 30, 2007				December 31, 2006
		to				to
		September 27, 2008				September 29, 2007
Cash flows from operating activities:
Net (loss) income		$	(6,586	)		$	6,135
Adjustments to reconcile net (loss) income to cash provided by (used in) operations:
Depreciation and amortization			15,011				15,840
Amortization of debt issue costs			1,823				1,823
Non-cash vacant property charges			1,640				—
Deferred income tax benefit			(3,506	)			(1,135	)
Share-based compensation expense			2,163				3,061
Gain from insurance settlement			—				(1,698	)
Excess tax benefits from share-based compensation arrangements			(76	)			(41	)
Changes in assets and liabilities:
Receivables			18,698				(63,679	)
Inventories			74,910				(13,836	)
Accounts payable			(35,875	)			28,972
Changes in other working capital			28,895				5,238
Other			2,477				415
Net cash provided by (used in) operating activities			99,574				(18,905	)
Cash flows from investing activities:
Property, plant and equipment investments			(2,614	)			(11,943	)
Proceeds from disposition of assets			848				4,335
Net cash used in investing activities			(1,766	)			(7,608	)
Cash flows from financing activities:
Proceeds from stock options exercised			434				442
Excess tax benefits from share-based compensation arrangements			76				41
Net (decrease) increase in revolving credit facility			(27,535	)			48,538
Decrease in bank overdrafts			(15,450	)			(12,895	)
Common stock dividends paid			—				(11,689	)
Other			6				34
Net cash (used in) provided by financing activities			(42,469	)			24,471
Increase (decrease) in cash			55,339				(2,042	)
Balance, beginning of period			15,759				27,042
Balance, end of period		$	71,098			$	25,000

See accompanying notes.

BLUELINX HOLDINGS INC.

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 2,200 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

Cash and Cash Equivalents

Cash equivalents include time deposits and other securities with original maturities of three months or less.

We had restricted cash of $9.8 million and $12.9 million at September 27, 2008 and December 29, 2007, respectively. Restricted cash primarily includes amounts held in escrow related to our interest rate swap and mortgage. Restricted cash is included in “Other Current Assets” and “Other Assets” on the Condensed Consolidated Balance Sheets.

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 effect of the assumed exercise of stock options and restricted stock using the treasury stock method. For the third quarter of fiscal 2008 and for the first nine months of fiscal 2008, we excluded all unvested share-based awards from the diluted earnings per share calculation because they were all antidilutive. For the third quarter of fiscal 2007 and for the first nine months of fiscal 2007, we excluded 1.8 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.

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 September 27, 2008 and December 29, 2007 these allowances totaled $11.4 million and $10.5 million, respectively. Adjustments to earnings resulting from revisions to allowance for doubtful accounts estimates have been insignificant for each of the reporting periods.

Inventory Valuation

Inventories are carried at the lower of cost or market. The cost of all inventories is determined by the moving average cost method. We 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. During the third quarter of fiscal 2008 we recorded a lower of cost or market charge of $2.6 million related to declines in prices for our metal inventory. At December 29, 2007, the lower of cost or market reserve was immaterial.

Additionally, we maintain a reserve for the estimated value of impairment associated with damaged, excess and obsolete inventory. The damaged, excess and obsolete reserve includes inventory that has had no sales in the past six months, has higher turn days, excluding some specialty product items, or is being discontinued. At September 27, 2008 and December 29, 2007, our damaged, excess and obsolete inventory reserves totaled $5.0 million and $4.4 million, respectively. Adjustments to earnings resulting from revisions to inactive inventory estimates have been insignificant for each of the reporting periods.

Income Taxes

Deferred income taxes are provided using the liability method under the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 109, Accounting for Income Taxes (“SFAS No 109”). 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 third quarter of fiscal 2008 and for the first nine months of fiscal 2008 we recognized $1.7 million and $3.5 million of tax benefit, respectively. Our effective tax rate for these periods was 40.2% and 34.8%, respectively. For the third quarter of fiscal 2007 and for the first nine months of fiscal 2007, our effective tax rate was 41.4% and 39.7%, respectively. The decrease in the effective tax rate for the third quarter of fiscal 2008, compared to the same period last year, resulted from permanent differences, such as meals and entertainment, reducing our tax benefit in the third quarter of fiscal 2008 whereas these items increased our tax expense in the third quarter of fiscal 2007. The change in effective tax rate for the first nine months of fiscal 2008 compared to the first nine months of fiscal 2007 primarily resulted from tax expense on Canadian earnings in 2008 coupled with the impact of permanent differences which reduced our tax benefit in the third quarter of fiscal 2008 due to recording a loss the permanent differences increased our tax expense in the third quarter of fiscal 2007.

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.

We granted no stock options, restricted shares or performance shares during the third quarter of fiscal 2008. During the first nine months of fiscal 2008, we granted 778,862 stock options, 1,396,609 restricted shares, and 649,067 performance shares.

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 requisite service period. As of September 27, 2008, there was $1.9 million, $4.4 million, $1.0 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 2.5 years, 2.2 years, 2.3 years, and 1.0 years, respectively. As of September 29, 2007, there was $4.4 million, $2.8 million, $0.5 million and $1.0 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 3.3 years, 2.6 years, 2.3 years, and 2.4 years, respectively.

For the third quarter of fiscal 2008 and for the first nine months of fiscal 2008, our total stock-based compensation expense was $1.3 million and $2.5 million respectively. We also recognized related income tax benefits of $0.5 million and $1.0 million for the third quarter of fiscal 2008 and for the first nine months of fiscal 2008 respectively. For the third quarter of fiscal 2007 and for the first nine months of fiscal 2007, our total stock-based compensation expense was $0.8 million and $3.1 million, respectively. We also recognized related income tax benefits of $0.3 million and $1.2 million for the third quarter of fiscal 2007 and for the first nine months of fiscal 2007, respectively.

There were no stock options exercised during the third quarter of fiscal 2008. For the third quarter of fiscal 2007, total stock options exercised were 31,194. During the first nine months of fiscal 2008 and the first nine months of fiscal 2007, total stock options exercised were 115,758 and 117,213, respectively.

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 nine months of fiscal 2008:

		Period from December 30, 2007 to September 27, 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

All options granted during the first nine 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 nine months of fiscal 2007:

		Period from December 31, 2006 to September 29, 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

All options granted during the first nine months of fiscal 2007 occurred in the first quarter.

In determining the expected life of stock options, 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 nine months of fiscal 2008 and for the first nine months of fiscal 2007 ranged 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 first nine months of fiscal 2008.

3. Exit Costs

During the second and third quarters 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 Sheets at September 27, 2008 and December 29, 2007.

The following table displays the exit activity and liability balances for the first nine months of fiscal 2008 (in thousands):

		Exit Costs
Balance at December 29, 2007		$	11,326
Charges			1,640
Payments			(1,655	)
Accretion of liability			603
Balance at September 27, 2008		$	11,914

We did not incur any exit charges during the first nine months of fiscal 2007.

4. Comprehensive (Loss) Income

The calculation of comprehensive (loss) income is as follows (in thousands):

		Third Quarter
		Period from				Period from
		June 29, 2008				July 1, 2007
		to				to
		September 27, 2008				September 29, 2007
Net (loss) income		$	(2,594	)		$	890
Other comprehensive (loss) income:
Foreign currency translation, net of taxes			(242	)			866
Unrealized loss from cash flow hedge, net of taxes			(145	)			(2,040	)
Comprehensive loss		$	(2,981	)		$	(284	)

		Nine Months Ended
		Period from				Period from
		December 30, 2007				December 31, 2006
		to				to
		September 27, 2008				September 29, 2007
Net (loss) income		$	(6,586	)		$	6,135
Other comprehensive (loss) income:
Foreign currency translation, net of taxes			(639	)			1,779
Unrealized gain (loss) from cash flow hedge, net of taxes			34				(756	)
Comprehensive (loss) income		$	(7,191	)		$	7,158

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 required by funding regulations or laws to the hourly pension plan in fiscal 2008. We do expect to make a $4 million minimum discretionary contribution 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:

		Third Quarter
		Period from				Period from
		June 29, 2008				July 1, 2007
		to				to
		September 27, 2008				September 29, 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

		Nine Months Ended
		Period from				Period from
		December 30, 2007				December 31, 2006
		to				to
		September 27, 2008				September 29, 2007
		(In thousands)
Service cost		$	1,684			$	1,879
Interest cost on projected benefit obligation			3,326				3,162
Expected return on plan assets			(4,501	)			(4,068	)
Amortization of unrecognized gain			(274	)			—
Amortization of unrecognized prior service cost			1				2
Net periodic pension cost		$	236			$	975

6. Revolving Credit Facility

As of September 27, 2008, we had outstanding borrowings of $156 million and excess availability of $227 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 nine months of fiscal 2008 and for the first nine months of fiscal 2007, we recognized immaterial amounts of expense related to the ineffective portion of the hedge.

At September 27, 2008 and December 29, 2007, the fair value of the interest rate swap was a liability of $7.1 million. These balances were included in “Other current liabilities” and “Other long-term liabilities” on the Condensed Consolidated Balance Sheets. Accumulated other comprehensive income at September 27, 2008 and December 29, 2007 included the net loss on the cash flow hedge (net of tax) of $4.3 million, which reflects the cumulative amount of comprehensive loss attributable to the change in fair value of the swap.

As of September 27, 2008, we had outstanding letters of credit totaling $19.3 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

8. Fair Value Measurements

In September 2006, the FASB issued Statement of Financial Accounting Standard (“SFAS”), Fair Value Measurements, (“SFAS 157”) 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. On October 10, 2008, the FASB issued FASB Staff Position No. FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active. FSP 157-3 clarifies the application of SFAS No. 157 in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. FSP 157-3 was effective immediately upon issuance, and includes prior periods for which financial statements have not been issued. We have adopted the guidance contained in FSP 157-3 in determining fair value at September 27, 2008. There is an active market for our interest rate swap and FSP 157-3 was not applicable to the determination of fair value.

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 the fair value of our interest rate swap is a level 3 measurement in the fair value hierarchy. The fair value of the interest rate swap was $7.1 million as of September 27, 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 and do not anticipate a material impact.

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.

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 September 27, 2008, approximately 30% of our total work force is covered by collective bargaining agreements. Collective bargaining agreements representing approximately 9% 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 distribution division (the “Division”) of Georgia-Pacific Corporation 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 May 2008, the FASB issued Statement of Financial Accounting Standard (“SFAS”) No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS No. 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements that are presented in conformity with generally accepted accounting principles in the United States. This Statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. We do not expect SFAS No. 162 to have a material impact on our Consolidated Financial Statements.

In June 2008, the FASB issued FASB Staff Position (“FSP”) 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 4, 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 5 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 4, 2009. We do not expect it to have a material impact on our consolidated financial statements.

In March 2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 161, Disclosures about Derivative Instruments and Hedging Activities — An Amendment of SFAS No. 133 (“SFAS No. 161”). SFAS No. 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 No. 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 No. 161 is effective, on a prospective basis, for fiscal years beginning after November 15, 2008. We are still in the process of evaluating the impact of SFAS No. 161, but do not expect it to have a material impact on our consolidated financial statements.

In December 2007, the FASB issued Statement of Financial Accounting Standards (“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 still in the process of evaluating the impact of SFAS No. 160, but do not expect it to have a material impact on our Consolidated Financial Statements.

In December 2007, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 141 (revised 2007) Business Combinations (“SFAS No. 141R”). SFAS No. 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 No. 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 expect SFAS No. 141R will have an impact on our accounting for future business combinations once adopted, but the effect is dependent upon the acquisitions that are made in the future.

12. Unaudited Supplemental Condensed Consolidating Financial Statements

The unaudited condensed consolidating financial information as of September 27, 2008 and December 29, 2007 and for the periods from June 29, 2008 to September 27, 2008 and July 1, 2007 to September 29, 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.

The condensed consolidating statement of operations for BlueLinx Holdings Inc. for the period from June 29, 2008 to September 27, 2008 follows (in thousands):

		BlueLinx
		Holdings				BlueLinx				LLC
		Inc.				Corporation				Subsidiaries				Eliminations				Consolidated
Net sales		$	—			$	726,756			$	7,617			$	(7,617	)		$	726,756
Cost of sales			—				643,507				—				—				643,507
Gross profit			—				83,249				7,617				(7,617	)			83,249
Operating expenses:
Selling, general and administrative			2,189				79,016				206				(7,617	)			73,794
Depreciation and amortization			—				3,869				1,070				—				4,939
Total operating expenses			2,189				82,885				1,276				(7,617	)			78,733
Operating income (loss)			(2,189	)			364				6,341				—				4,516
Non-operating expenses:
Interest expense			—				3,899				4,892				—				8,791
Other expense (income), net			—				80				(15	)			—				65
(Loss) income before provision for (benefit from) income taxes			(2,189	)			(3,615	)			1,464				—				(4,340	)
Provision for (benefit from) income taxes			(854	)			(1,463	)			571				—				(1,746	)
Equity in income (loss) of subsidiaries			(1,259	)			—				—				1,259				—
Net income (loss)		$	(2,594	)		$	(2,152	)		$	893			$	1,259			$	(2,594	)

The condensed consolidating statement of operations for BlueLinx Holdings Inc. for the period from July 1, 2007 to September 29, 2007 follows (in thousands):

		BlueLinx
		Holdings				BlueLinx				LLC
		Inc.				Corporation				Subsidiaries				Eliminations				Consolidated
Net sales		$	—			$	1,015,888			$	7,518			$	(7,518	)		$	1,015,888
Cost of sales			—				913,078				—				—				913,078
Gross profit			—				102,810				7,518				(7,518	)			102,810
Operating expenses:
Selling, general and administrative			241				91,983				120				(7,518	)			84,826
Depreciation and amortization			—				4,044				1,062				—				5,106
Total operating expenses			241				96,027				1,182				(7,518	)			89,932
Operating income (loss)			(241	)			6,783				6,336				—				12,878
Non-operating expenses:
Interest expense			—				6,460				4,892				—				11,352
Other expense (income), net			—				25				(18	)			—				7
(Loss) income before provision for (benefit from) income taxes			(241	)			298				1,462				—				1,519
Provision for (benefit from) income taxes			(94	)			153				570				—				629
Equity in income (loss) of subsidiaries			1,037				—				—				(1,037	)			—
Net income (loss)		$	890			$	145			$	892			$	(1,037	)		$	890

The condensed consolidating statement of operations for BlueLinx Holdings Inc. for the period from December 30, 2007 to September 27, 2008 follows (in thousands):

		BlueLinx
		Holdings				BlueLinx				LLC
		Inc.				Corporation				Subsidiaries				Eliminations				Consolidated
Net sales		$	—			$	2,278,185			$	22,852			$	(22,852	)		$	2,278,185
Cost of sales			—				2,009,698				—				—				2,009,698
Gross profit			—				268,487				22,852				(22,852	)			268,487
Operating expenses:
Selling, general and administrative			2,835				255,227				446				(22,852	)			235,656
Depreciation and amortization			—				11,800				3,210				—				15,010
Total operating expenses			2,835				267,027				3,656				(22,852	)			250,666
Operating income (loss)			(2,835	)			1,460				19,196				—				17,821
Non-operating expenses:
Interest expense			—				12,854				14,676				—				27,530
Other expense (income), net			—				413				(28	)			—				385
(Loss) income before provision for (benefit from) income taxes			(2,835	)			(11,807	)			4,548				—				(10,094	)
Provision for (benefit from) income taxes			(1,106	)			(4,176	)			1,774				—				(3,508	)
Equity in income (loss) of subsidiaries			(4,857	)			—				—				4,857				—
Net income (loss)		$	(6,586	)		$	(7,631	)		$	2,774			$	4,857			$	(6,586	)

The condensed consolidating statement of operations for BlueLinx Holdings Inc. for the period from December 31, 2006 to September 29, 2007 follows (in thousands):

		BlueLinx
		Holdings				BlueLinx				LLC
		Inc.				Corporation				Subsidiaries				Eliminations				Consolidated
Net sales		$	—			$	3,054,992			$	22,554			$	(22,554	)		$	3,054,992
Cost of sales			—				2,729,189				—				—				2,729,189
Gross profit			—				325,803				22,554				(22,554	)			325,803
Operating expenses:
Selling, general and administrative			957				287,874				363				(22,554	)			266,640
Depreciation and amortization			—				12,662				3,178				—				15,840
Total operating expenses			957				300,536				3,541				(22,554	)			282,480
Operating income (loss)			(957	)			25,267				19,013				—				43,323
Non-operating expenses:
Interest expense			—				19,080				14,676				—				33,756
Other expense (income), net			—				(342	)			(259	)			—				(601	)
(Loss) income before provision for (benefit from) income taxes			(957	)			6,529				4,596				—				10,168
Provision for (benefit from) income taxes			(373	)			2,614				1,792				—				4,033
Equity in income (loss) of subsidiaries			6,719				—				—				(6,719	)			—
Net income (loss)		$	6,135			$	3,915			$	2,804			$	(6,719	)		$	6,135

The condensed consolidating balance sheet for BlueLinx Holdings Inc. as of September 27, 2008 follows (in thousands):

						BlueLinx
		BlueLinx				Corporation
		Holdings				and				LLC
		Inc.				Subsidiaries				Subsidiaries				Eliminations				Consolidated
Assets:
Current assets:
Cash		$	4			$	53,531			$	17,563			$	—			$	71,098
Receivables			—				244,478				—				—				244,478
Inventories			—				260,977				—				—				260,977
Deferred income taxes			—				15,965				—				(3	)			15,962
Other current assets			552				26,750				5,713				—				33,015
Intercompany receivable			1,239				274				—				(1,513	)			—
Total current assets			1,795				601,975				23,276				(1,516	)			625,530
Property, plant and equipment:
Land and land improvements			—				3,143				50,324				—				53,467
Buildings			—				7,517				88,662				—				96,179
Machinery and equipment			—				68,259				—				—				68,259
Construction in progress			—				2,201				—				—				2,201
Property, plant and equipment, at cost			—				81,120				138,986				—				220,106
Accumulated depreciation			—				(46,812	)			(18,058	)			—				(64,870	)
Property, plant and equipment, net			—				34,308				120,928				—				155,236
Investment in subsidiaries			148,489				—				—				(148,489	)			—
Deferred income taxes			—				2,777				—				(1,275	)			1,502
Other non-current assets			—				13,794				10,283				—				24,077
Total assets		$	150,284			$	652,854			$	154,487			$	(151,280	)		$	806,345
Liabilities :
Current liabilities:
Accounts payable		$	84			$	128,758			$	—			$	—			$	128,842
Bank overdrafts			—				21,702				—				—				21,702
Accrued compensation			663				11,583				—				—				12,246
Deferred income taxes			3				—				—				(3	)			—
Other current liabilities			—				24,421				4,991				—				29,412
Intercompany payable			274				133				1,106				(1,513	)			—
Total current liabilities			1,024				186,597				6,097				(1,516	)			192,202
Non-current liabilities :
Long-term debt			—				156,000				295,000				—				451,000
Deferred income taxes			—				—				1,275				(1,275	)			—
Other long-term liabilities			—				13,883				—				—				13,883
Total liabilities			1,024				356,480				302,372				(2,791	)			657,085
Shareholders’ Equity/Parent’s Investment			149,260				296,374				(147,885	)			(148.489	)			149,260
Total liabilities and equity		$	150,284			$	652,854			$	154,487			$	(151,280	)		$	806,345

The condensed consolidating balance sheet for BlueLinx Holdings Inc. as of December 29, 2007 follows (in thousands):

						BlueLinx
		BlueLinx				Corporation
		Holdings				and				LLC
		Inc.				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