BlueLinx Holdings Inc.

Regulatory Filings • Jun 27, 2008

11-K 1 c73753e11vk.htm FORM 11-K Filed by Bowne Pure Compliance PAGEBREAK

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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 11-K

ANNUAL REPORT

þ ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

*For the year ended December 31, 2007*

OR

o TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

*For the transition period from to*

Commission file number 001-32383

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

BlueLinx Corporation Hourly Savings Plan

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

BlueLinx Holdings Inc 4300 Wildwood Parkway Atlanta, Georgia 30339

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BlueLinx Corporation Hourly Savings Plan

Audited Financial Statements and Supplemental Schedule

As of December 31, 2007 and 2006 and For the year ended December 31, 2007

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BlueLinx Corporation Hourly Savings Plan Audited Financial Statements and Supplemental Schedule As of December 31, 2007 and 2006 and for the year ended December 31, 2007

Contents

Report of Independent Registered Public Accounting Firm	1
Audited Financial Statements
Statements of Net Assets Available for Benefits	2
Statement of Changes in Net Assets Available for Benefits	3
Notes to Financial Statements	4
Supplemental Schedule
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)	8
EX-23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Report of Independent Registered Public Accounting Firm To the Benefits Committee of BlueLinx Corporation Hourly Savings Plan

We have audited the accompanying statements of net assets available for benefits of BlueLinx Corporation Hourly Savings Plan as of December 31, 2007 and 2006, and the related statement of changes in net assets available for benefits for the year ended December 31, 2007. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2007 and 2006, and the changes in its net assets available for benefits for the year ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2007, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Ernst & Young, LLP

Atlanta, Georgia June 26, 2008

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BlueLinx Corporation Hourly Savings Plan Statements of Net Assets Available for Benefits

	December 31, — 2007	2006
Assets
Investments, at fair value:
Mutual Funds and Participant Loans	$ 7,146,169	$ 6,331,521
Interest in Master Trust	7,873	15,019
Contributions receivable:
Plan Sponsor	6,132	6,124
Participants	30,179	30,805
Total contributions receivable	36,311	36,929
Total Assets	7,190,353	6,383,469
Liabilities
Accrued expenses	3,100	—
Net assets available for benefits	$ 7,187,253	$ 6,383,469

See accompanying notes to financial statements.

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BlueLinx Corporation Hourly Savings Plan Statement of Changes in Net Assets Available for Benefits For the Year Ended December 31, 2007

Additions to net assets attributed to:
Contributions:
Participants	$ 823,164
Plan Sponsor	167,172
Rollovers	123,355
	1,113,691
Investment income:
Net appreciation in fair value of investments in mutual funds	123,858
Interest and dividends	297,338
Net loss from interest in Master Trust	(9,262	)
Other	160
	412,094
Total additions	1,525,785
Deductions from net assets attributed to:
Benefit payments	633,855
Net transfers to related plan	83,299
Administrative expenses	4,847
Total deductions	722,001
Net increase	803,784
Net assets available for benefits, beginning of year	6,383,469
Net assets available for benefits, end of year	$ 7,187,253

See accompanying notes to financial statements.

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BlueLinx Corporation Hourly Savings Plan Notes to Financial Statements December 31, 2007

Note 1: Description of Plan

The following description of the BlueLinx Corporation Hourly Savings Plan (Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution savings plan, established May 7, 2004 covering substantially all hourly employees of BlueLinx Corporation (the Plan Sponsor or Company). Employees become eligible to participate in the Plan upon completing three months of service with the Plan Sponsor or by reason of recognition of service with a predecessor employer. Employees are only permitted to enter the Plan on the first day of the calendar month coincident with or next following the date that the Plan’s eligibility requirements are met. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.

Contributions

The Plan includes a provision under Internal Revenue Code (IRC) Section 401(k) whereby participants may make pretax contributions to the Plan of up to 75% of their annual compensation (as defined in the Plan agreement), subject to limitations under the IRC. Participants age fifty and older are also allowed to make catch-up contributions.

For employees who participate in the Plan, the Plan Sponsor is required to match an amount determined pursuant to the applicable Articles and Exhibits to the Plan. Employees are required to complete one year of service to receive the match.

Employees may also deposit rollover contributions from another qualified plan. Rollover contributions are placed in a separate account and are subject to the rules for investment established by the Plan administrator.

Administration

The Company serves as the Plan administrator. The Plan administrator has the responsibility to administer the Plan for the exclusive benefit of the participants and their beneficiaries. These duties include, but are not limited to, establishing procedures, maintaining records, interpreting provisions of the Plan and making determinations regarding questions, which may affect eligibility for benefits. The Plan administrator has engaged The Vanguard Group, Inc. (Vanguard) as a third-party administrator to assist in the administration of the Plan.

The trustee of the Plan is Vanguard Fiduciary Trust Company (Vanguard Trust) (see Note 5). Vanguard Trust , a wholly owned subsidiary of Vanguard, receives all contributions made under the Plan, holds Plan assets and pays benefits to participants as directed by the Plan administrator. Vanguard Trust serves as the intermediary for all asset purchases and redemptions. Additionally, a related entity of Vanguard manages certain of the Plan’s investment options.

Expenses

Administrative expenses of the Plan are paid by either the Plan Sponsor or by the Plan, as determined by the Plan administrator. These expenses include, but are not limited to, legal, accounting and certain recordkeeping fees and investment expenses.

Participant Accounts

Each participant account is credited with pretax and rollover contributions made by the participant and is allocated a portion of the Plan Sponsor’s matching contributions and Plan earnings or losses. Allocations are based on participant earnings or account balances, as defined in the Plan agreement. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

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Vesting

Participants are fully vested in all contributions and earnings thereon at the time of entry to the Plan.

Investment Options

Participants are allowed to make participant-directed allocations of their accounts among various investment options, including certain options for which Vanguard Trust or its affiliates serve as investment advisors (see Note 5), selected by the Plan administrator.

Participant Loans and Other Withdrawals

Participants may borrow from their accounts equal to the lesser of $50,000 or 50% of their vested account balances. Participant loans generally have terms ranging up to five years, are secured by the balance in the participant’s account and bear interest at a rate determined by the Plan administrator based on prevailing interest rates at the time of the loan. A loan used for financing the purchase of the participant’s principal residence may be repaid over a period exceeding five years as determined on a case-by-case basis. In general, participant loans are due and payable if a participant terminates employment or fails to make a principal and/or interest payment as provided in the loan agreement. Principal and interest are paid ratably through payroll deductions.

A participant may also take out a hardship distribution. Hardship distributions may not exceed the amount of the participant’s financial hardship and may not be repaid by the participant. If a participant makes a hardship withdrawal, the right to make contributions will be suspended for six months.

Payment of Benefits

Upon normal retirement, disability or death, a participant or beneficiary may receive the value of the account through a lump sum distribution. In general, if a participant’s account balance, as defined in the Plan agreement, is greater than $5,000 (the involuntary cash-out amount), the account may not be distributed without the participant’s consent.

Upon termination of service of a participant for any reason, a participant will receive the value of the account through a single lump sum if the account balance is less than $5,000. In connection with the mandatory lump sum payment, if the balance is greater than $1,000 and the participant fails to elect either a rollover or direct payment, the account balance will be distributed to an individual retirement plan designated by the Plan Sponsor.

Distributions from the Plan will normally be subject to income taxes and in certain circumstances may also be subject to Internal Revenue Service (IRS) penalties, unless the distribution is transferred to another qualified plan or individual retirement account.

Forfeitures

In general, the Plan does not have forfeitures due to the fact that all participants are 100% vested at the time of entry to the Plan. However, excess employer contributions are deposited to the forfeitures account. Excess employer contributions totaled $0 and $1,604 at December 31, 2007 and 2006, respectively.

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Note 2: Summary of Accounting Policies

Basis of Accounting

The financial statements of the Plan are prepared using the accrual method of accounting.

Use of Estimates in Financial Statements

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the Plan administrator to make estimates that affect the amounts reported in the financial statements and accompanying notes. Accordingly, actual results may differ from those estimates.

Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value which equals the quoted market price in an active market on the last business day of the Plan year. Shares of mutual funds are valued at quoted market prices which represent the net asset values of shares held by the Plan at year-end. The fair value of the Plan’s interest in the Master Trust Agreement for the BlueLinx Corporation Company Stock Fund (Master Trust) (see Note 7) is based on the beginning of the year value of the Plan’s interest in the Master Trust plus actual contributions and allocated investment income, less distributions and allocated administrative expenses. Quoted market prices are used to value the underlying investments in the Master Trust. Participant loans are valued at their outstanding balance, which approximates fair value.

Payments of Benefits

Benefit payments are recorded when paid by the Plan.

Risks and Uncertainties

The Plan’s invested assets ultimately consist of stocks and other investment securities. Investment securities are exposed to various risks, such as interest rate risk, market risk and credit risk. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participant account balances and the amounts reported in the accompanying statements of net assets available for benefits.

New Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Plan’s management is currently evaluating the effect of SFAS No. 157 on the Plan’s financial statements.

Note 3: Investments

A schedule of the fair value of individual investments that comprised 5% or more of the Plan’s net assets available for benefits at December 31, 2007 and 2006, are as follows:

	2007	2006
Vanguard 500 Index Fund	$ 1,284,011	$ 1,225,167
Vanguard Treasury Money Market Fund	897,522	769,525
Vanguard LifeStrategy Growth Fund	828,348	769,502
Vanguard LifeStrategy Moderate Growth Fund	634,706	540,131
Vanguard PRIMECAP Fund	568,780	524,859
Vanguard Windsor II Fund	442,406	403,139
Vanguard Balanced Index Fund	358,577	337,990
Participant Loans	360,699	341,780

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Note 4: Income Tax Status

The Plan has applied for but has not received a determination letter from the Internal Revenue Service stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”). However, the plan administrator believes that the Plan has been designed to comply with and is operating in accordance with the requirements of the Code and, therefore, believes the Plan is qualified and the related trust is exempt from taxation.

Note 5: Party-in-Interest Transactions

Vanguard Trust and its affiliates perform services, sell products and maintain certain investments of the Plan for which fees are charged to the Plan. Party-in-interest transactions also include loans made to participants.

The participants are able to invest in stock of BlueLinx Holdings Inc. which is the parent company of the Plan Sponsor.

Such transactions, while considered party-in-interest transactions under ERISA, are permitted under the provisions of the Plan and are specifically exempt from the prohibition of party-in-interest transactions under ERISA.

Note 6: Plan Termination

Although it has not expressed any intent to do so, the Plan administrator has the right under the Plan to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants will remain 100% vested in their accounts.

Note 7: Financial Information of the Master Trust

Certain of the Plan’s investments are in the Master Trust which was established for the investment of assets of the Plan and of the BlueLinx Corporation Salaried Savings Plan. Both retirement plans have an undivided interest in the Master Trust. At December 31, 2007 and 2006, the Plan’s interest in the net assets of the Master Trust was approximately 1% and 3%, respectively. Trust assets are allocated among the participating plans by assigning to each plan, transactions which can be specifically identified, including income and expenses resulting from the collective investment of assets of the Master Trust. The following table presents the fair value of investments for the Master Trust at December 31, 2007 and 2006:

	2007	2006
Investments, at fair value:
Common stock	$ 663,006	$ 506,228
Total net assets	$ 663,006	$ 506,228

A summary of the net investment loss of the Master Trust for the year ended December 31, 2007, during which the Plan participated in this trust, which comprises the net investment activity for all participating plans, is as follows:

	2007
Net investment loss:
Interest and dividend income	$ 42,756
Net depreciation in fair value of common stock as determined by quoted market price	(476,079	)
Net investment loss of Master Trust	$ (433,323	)

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BlueLinx Corporation Hourly Savings Plan Schedule H, Line 4i — Schedule of Assets (Held at End of Year) December 31, 2007 Plan #003 — Employer Identification #77-0627351

	(b)	(c) — Description of Investment, Including		(e)
	Identity of Issue, Borrower, Lessor, or	Maturity Date, Rate of Interest,	(d)	Current
(a)	Similar Party	Collateral, Par or Maturity Value	Cost	Value
	Loomis Sayles Funds	Loomis Sayles Bond Fund	#	$ 230,906
*	Vanguard Fiduciary Trust Company
		Vanguard 500 Index Fund	#	1,284,011
		Vanguard Balanced Index Fund	#	358,577
		Vanguard Extended Market Index Fund	#	145,420
		Vanguard International Growth Fund	#	283,828
		Vanguard LifeStrategy Conservative Growth Fund	#	212,705
		Vanguard LifeStrategy Growth Fund	#	828,348
		Vanguard LifeStrategy Income Fund	#	62,566
		Vanguard LifeStrategy Moderate Growth Fund	#	634,706
		Vanguard PRIMECAP Fund	#	568,780
		Vanguard Short-Term Treasury Fund	#	93,892
		Vanguard Small-Cap Index Fund	#	214,449
		Vanguard Target Retirement 2015 Fund	#	6,936
		Vanguard Target Retirement 2020 Fund	#	118,029
		Vanguard Target Retirement 2025 Fund	#	27,921
		Vanguard Target Retirement 2030 Fund	#	17,269
		Vanguard Target Retirement 2035 Fund	#	487
		Vanguard Target Retirement 2040 Fund	#	12,371
		Vanguard Target Retirement 2045 Fund	#	460
		Vanguard Target Retirement Income	#	513
		Vanguard Total Bond Market Index Fund	#	197,772
		Vanguard Total Stock Market Index Fund	#	145,596
		Vanguard Treasury Money Market Fund	#	897,522
		Vanguard Windsor II Fund	#	442,406
*	Participant loans	Interest rates ranging from 5% to 9.25%	#	360,699
		Maturing through 2010
				$ 7,146,169

*	A party-in-interest as defined by ERISA.
#	Not required for participant-directed investments.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company, as administrator of the plan, has duly caused this annual report to be signed by the undersigned hereunto duly authorized.

BlueLinx Corporation Hourly Savings Plan
By:	/s/ Matthew Nozemack
	BlueLinx Holdings Inc.
	By: Matthew Nozemack, Assistant General Counsel & Secretary

Date: June 27, 2008

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EXHIBIT INDEX

Exhibit No.	Description
23.1	Consent of Independent Registered Public Accounting Firm

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