Unaudited Supplemental Consolidating Financial Statements

9 Months Ended

Oct. 01, 2011

Unaudited Supplemental Consolidating Financial Statements [Abstract]

Unaudited Supplemental Consolidating Financial Statements

14. Unaudited Supplemental Consolidating Financial Statements

The condensed consolidating financial information as of October 1, 2011 and January 1, 2011 and for the third quarters and first nine months of fiscal 2011 and fiscal 2010 is provided due to restrictions in our U.S. revolving credit facility that limit distributions by BlueLinx Corporation, our operating company and our wholly-owned 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 January 1, 2011, 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 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. The warehouse properties collateralize a mortgage loan and are not available to satisfy the debts and other obligations of either us or BlueLinx Corporation.

The consolidating statement of operations for BlueLinx Holdings Inc. for the period from July 3, 2011 to October 1, 2011 follows (in thousands):


				BlueLinx
	BlueLinx			Corporation
	Holdings			and			LLC
	Inc.			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	472,898		$	7,429		$	(7,429	)	$	472,898
Cost of sales		—			414,620			—			—			414,620

Gross profit		—			58,278			7,429			(7,429	)		58,278

Operating expenses:
Selling, general and administrative		1,029			61,884			(947	)		(7,429	)		54,537

Depreciation and amortization		—			1,616			943			—			2,559

Total operating expenses		1,029			63,500			(4	)		(7,429	)		57,096

Operating (loss) income		(1,029	)		(5,222	)		7,433			—			1,182
Non-operating expenses:
Interest expense		—			2,700			4,263			—			6,963
Changes associated with ineffective interest rate swap		—			—			—			—			—
Other (income) expense, net		(7	)		340			—			—			333

(Loss) income before (benefit from) provision for income taxes		(1,022	)		(8,262	)		3,170			—			(6,114	)
(Benefit from) provision for income taxes		(1,631	)		489			1,236			—			94
Equity in loss of subsidiaries		(6,816	)		—			—			6,816			—

Net (loss) income	$	(6,207	)	$	(8,751	)	$	1,934		$	6,816		$	(6,208	)

The consolidating statement of operations for BlueLinx Holdings Inc. for the period from July 4, 2010 to October 2, 2010 follows (in thousands):


				BlueLinx
	BlueLinx			Corporation
	Holdings			and			LLC
	Inc.			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	464,690		$	7,457		$	(7,457	)	$	464,690
Cost of sales		—			414,748			—			—			414,748

Gross profit		—			49,942			7,457			(7,457	)		49,942

Operating expenses:
Selling, general and administrative		4,643			56,893			42			(7,457	)		54,121
Depreciation and amortization		—			2,151			960			—			3,111

Total operating expenses		4,643			59,044			1,002			(7,457	)		57,232

Operating (loss) income		(4,643	)		(9,102	)		6,455			—			(7,290	)
Non-operating expenses:
Interest expense		—			4,371			4,750			—			9,121
Changes associated with ineffective interest rate swap		—			(1,156	)		—			—			(1,156	)
Write-off of debt issuance costs		—			183			—			—			183
Other (income) expense, net		—			214			(22	)		—			192

(Loss) income before (benefit from) provision for income taxes		(4,643	)		(12,714	)		1,727			—			(15,630	)
(Benefit from) provision for income taxes		(916	)		(536	)		674			—			(778	)
Equity in loss of subsidiaries		(11,125	)		—			—			11,125			—

Net (loss) income	$	(14,852	)	$	(12,178	)	$	1,053		$	11,125		$	(14,852	)

The consolidating statement of operations for BlueLinx Holdings Inc. for the period from January 2, 2011 to October 1, 2011 follows (in thousands):


				BlueLinx
	BlueLinx			Corporation
	Holdings			and			LLC
	Inc.			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,364,313		$	22,286		$	(22,286	)	$	1,364,313
Cost of sales		—			1,202,121			—			—			1,202,121

Gross profit		—			162,192			22,286			(22,286	)		162,192

Operating expenses:
Selling, general and administrative		4,030			186,185			(8,169	)		(22,286	)		159,760
Depreciation and amortization		—			5,263			2,857			—			8,120

Total operating expenses		4,030			191,448			(5,312	)		(22,286	)		167,880

Operating (loss) income		(4,030	)		(29,256	)		27,598			—			(5,688	)
Non-operating expenses:
Interest expense		—			9,992			13,762			—			23,754
Changes associated with the ineffective interest rate swap		—			(1,751	)		—			—			(1,751	)
Other expense, net		—			495			(10	)		—			485

(Loss) income before (benefit from) provision for income taxes		(4,030	)		(37,992	)		13,846			—			(28,176	)
(Benefit from) provision for income taxes		(6,972	)		1,711			5,400			—			139
Equity in loss of subsidiaries		(31,257	)		—			—			31,257			—

Net (loss) income	$	(28,315	)	$	(39,703	)	$	8,446		$	31,257		$	(28,315	)

The consolidating statement of operations for BlueLinx Holdings Inc. for the period from January 3, 2010 to October 2, 2010 follows (in thousands):


				BlueLinx
	BlueLinx			Corporation
	Holdings			and			LLC
	Inc.			Subsidiaries			Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	1,436,521		$	22,369	$	(22,369	)	$	1,436,521
Cost of sales		—			1,270,182			—		—			1,270,182

Gross profit		—			166,339			22,369		(22,369	)		166,339

Operating expenses:
Selling, general and administrative		8,099			181,862			132		(22,369	)		167,724
Depreciation and amortization		—			7,408			2,881		—			10,289

Total operating expenses		8,099			189,270			3,013		(22,369	)		178,013

Operating (loss) income		(8,099	)		(22,931	)		19,356		—			(11,674	)
Non-operating expenses:
Interest expense		—			10,384			14,257		—			24,641
Changes associated with the ineffective interest rate swap		—			(3,217	)		—		—			(3,217	)
Write-off of debt issuance costs		—			183			—		—			183
Other expense, net		—			428			15		—			443

(Loss) income before (benefit from) provision for income taxes		(8,099	)		(30,709	)		5,084		—			(33,724	)
(Benefit from) provision for income taxes		(2,234	)		(475	)		1,983		—			(726	)
Equity in loss of subsidiaries		(27,133	)		—			—		27,133			—

Net (loss) income	$	(32,998	)	$	(30,234	)	$	3,101	$	27,133		$	(32,998	)

The consolidating balance sheet for BlueLinx Holdings Inc. as of October 1, 2011 follows (in thousands):


				BlueLinx
	BlueLinx			Corporation			LLC
	Holdings Inc.			and Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash	$	787		$	5,103		$	—		$	—		$	5,890
Receivables		—			184,737			—			—			184,737
Inventories		—			203,777			—			—			203,777
Deferred income tax assets		—			59			—			—			59
Other current assets		636			19,696			4,367			—			24,699

Intercompany receivable		115,967			11,665			2,636			(130,268	)		—


Total current assets		117,390			425,037			7,003			(130,268	)		419,162

Property and equipment:
Land and land improvements		—			2,983			48,947			—			51,930
Buildings		—			9,871			87,954			—			97,825
Machinery and equipment		—			75,928			—			—			75,928
Construction in progress		—			282			—			—			282

Property and equipment, at cost		—			89,064			136,901			—			225,965
Accumulated depreciation		—			(69,558	)		(28,656	)		—			(98,214	)

Property and equipment, net		—			19,506			108,245			—			127,751
Investment in subsidiaries		(69,657	)		—			—			69,657			—
Non-current deferred income tax assets		—			—			—			—			—

Other non-current assets		—			18,873			5,517			—			24,390


Total assets	$	47,733		$	463,416		$	120,765		$	(60,611	)	$	571,303

Liabilities:
Current liabilities:
Accounts payable	$	1525		$	87,943		$	—		$	—			89,468
Bank overdrafts		—			30,322			—			—			30,322
Accrued compensation		20			4,353			—			—			4,373

Current maturities of long-term debt		—			33,427			2,602			—			36,029
Other current liabilities		239			19,633			1,244			(1	)		21,115

Intercompany payable		13,185			117,086			—			(130,271	)		—

Total current liabilities		14,969			292,764			3,846			(130,272	)		181,307


Non-current liabilities:

Long-term debt		—			85,007			244,344			—			329,351

Non-current deferred income tax liabilities		—			40			—			—			40

Other non-current liabilities		3			27,842			—			—			27,845


Total liabilities		14,972			405,653			248,190			(130,272	)		538,543


Stockholders’ (Deficit) Equity/Parent’s Investment		32,761			57,763			(127,425	)		69,661			32,760

Total liabilities and equity	$	47,733		$	463,416		$	120,765		$	(60,611	)	$	571,303

The consolidating balance sheet for BlueLinx Holdings Inc. as of January 1, 2011 follows (in thousands):


				BlueLinx
	BlueLinx			Corporation			LLC
	Holdings Inc.			and Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash	$	384		$	13,913		$	—		$	—		$	14,297
Receivables		—			119,202			—			—			119,202
Inventories		—			188,250			—			—			188,250
Deferred income tax assets, current		—			143			—			—			143
Other current assets		669			20,500			1,599			—			22,768
Intercompany receivable		57,208			8,759			—			(65,967	)		—

Total current assets		58,261			350,767			1,599			(65,967	)		344,660

Property and equipment:
Land and land improvements		—			3,027			49,513			—			52,540
Buildings		—			8,069			88,651			—			96,720
Machinery and equipment		—			70,860			—			—			70,860
Construction in progress		—			2,028			—			—			2,028

Property and equipment, at cost		—			83,984			138,164			—			222,148
Accumulated depreciation		—			(65,564	)		(26,953	)		—			(92,517	)

Property and equipment, net		—			18,420			111,211			—			129,631
Investment in subsidiaries		(47,943	)		—			—			47,943			—
Other non-current assets		—			19,602			31,126			—			50,728

Total assets	$	10,318		$	388,789		$	143,936		$	(18,024	)	$	525,019

Liabilities:
Current liabilities:
Accounts payable	$	59		$	62,768		$	—		$	—			62,827
Bank overdrafts		—			23,089			—			—			23,089
Accrued compensation		—			4,594			—			—			4,594

Current maturities of long-term debt		—			—			1,190			—			1,190

Other current liabilities		—			15,065			483			1,244			16,792
Intercompany payable		9,264			57,947			—			(67,211	)		—

Total current liabilities		9,323			163,463			1,673			(65,967	)		108,492


Non-current liabilities:
Long-term debt		—			97,200			284,479			—			381,679
Non-current deferred income tax liabilities		—			192			—			—			192
Other non-current liabilities		4			33,661			—			—			33,665

Total liabilities		9,327			294,516			286,152			(65,967	)		524,028

Stockholders’ Equity (Deficit)/Parent’s Investment		991			94,273			(142,216	)		47,943			991


Total liabilities and equity	$	10,318		$	388,789		$	143,936		$	(18,024	)	$	525,019

The consolidating statement of cash flows for BlueLinx Holdings Inc. for the period from January 2, 2011 to October 1, 2011 follows (in thousands):


				BlueLinx
	BlueLinx			Corporation
	Holdings			and			LLC
	Inc.			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(28,315	)	$	(39,703	)	$	8,446		$	31,257		$	(28,315	)
Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities:
Depreciation and amortization		—			5,413			2,707			—			8,120
Amortization of debt issuance costs		—			2,029			—			—			2,029
Gain from the sale of properties		—			—			(6,939	)		—			(6,939	)

Gain from property insurance settlement		—			(1,230	)		—			—			(1,230	)

Changes associated with the ineffective interest rate swap		—			(1,751	)		—			—			(1,751	)

Gain on modification of lease agreement		—			(1,971	)		—			—			(1,971	)
Deferred income tax benefit		—			(282	)		—			—			(282	)

Share-based compensation expense		—			1,578			—			—			1,578
Decrease (increase) in restricted cash		—			443			—			—			443

Equity in earnings of subsidiaries		31,257			—			—			(31,257	)		—
Changes in assets and liabilities:
Receivables		—			(65,535	)		—			—			(65,535	)
Inventories		—			(15,527	)		—			—			(15,527	)
Accounts payable		1,466			25,175			—			—			26,641
Changes in other working capital		271			5,227			(4,133	)		—			1,365
Intercompany receivable		(58,759	)		(2,906	)		(1,392	)		63,057			—
Intercompany payable		3,921			59,139			—			(63,060	)		—
Other		17			80			(2,271	)		—			(2,174	)

Net cash provided by (used in) operating activities		(50,142	)		(29,821	)		(3,582	)		(3	)		(83,548	)

Cash flows from investing activities:
Investment in subsidiaries		(8,038	)		—			8,035			3			—
Property, plant and equipment investments		—			(6,032	)		—			—			(6,032	)
Proceeds from disposition of assets		—						8,994			—			8,994

Net cash (used in) provided by investing activities		(8,038	)		(6,032	)		17,029			3			2,962

Cash flows from financing activities:
Net transactions with Parent		—			—			—			—			—
Repurchase of common stock		—			—			—			—			—
Increase in revolving credit facility		—			21,235			—			—			21,235
Debt financing costs		—			(200	)		(2,447	)		—			(2,647	)
Payment of principal on mortgage		—			—			(38,724	)		—			(38,724	)
Payments on capital lease obligations		—			(1,224	)		—			—			(1,224	)


Increase in bank overdrafts		—			7,233			—			—			7,233
Increase in restricted cash related to the mortgage		—			—			27,724			—			27,724

Proceeds from stock rights offering less expenses paid		58,582			—			—			—			58,582
Intercompany receivable		—			—			—			—			—
Intercompany payable		—			—			—			—			—
Other		—			—			—			—			—

Net cash provided by (used in) financing activities		58,582			27,044			(13,447	)		—			72,179

Decrease in cash		402			(8,809	)		—			—			(8,407	)
Balance, beginning of period		384			13,913			—			—			14,297

Balance, end of period	$	786		$	5,104		$	—		$	—		$	5,890

Noncash transactions
Capital leases	$	—		$	3,147		$	—		$	—		$	3,147

The consolidating statement of cash flows for BlueLinx Holdings Inc. for the period from January 3, 2010 to October 2, 2010 follows (in thousands):


				BlueLinx
	BlueLinx			Corporation
	Holdings			and			LLC
	Inc.			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(32,998	)	$	(30,234	)	$	3,101		$	27,133		$	(32,998	)
Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities:
Depreciation and amortization		—			7,408			2,881			—			10,289
Amortization of debt issuance costs		—			525			501			—			1,026
Payments from terminating the Georgia-Pacific supply agreement		—			4,706			—			—			4,706
Changes associated with the ineffective interest rate swap		—			(3,217	)		—			—			(3,217	)

Write-off of debt issuance costs		—			183			—			—			183

Deferred income tax benefit		—			(621	)		—			—			(621	)

Share-based compensation expense		1,361			1,519			—			—			2,880

Decrease in restricted cash related to the ineffective interest rate swap, insurance, and other		—			6,009			—			—			6,009

Equity in earnings of subsidiaries		27,133			—			—			(27,133	)		—
Changes in assets and liabilities:
Receivables		—			(47,294	)		—			—			(47,294	)
Inventories		—			(22,384	)		—			—			(22,384	)
Accounts payable		2,794			13,277			—			—			16,071
Changes in other working capital		212			20,758			315			—			21,285
Intercompany receivable		9,460			903			—			(10,363	)		—
Intercompany payable		(903	)		(9,433	)		(27	)		10,363			—
Other		(3	)		(3,820	)		(26	)		—			(3,849	)

Net cash provided by (used in) operating activities		7,056			(61,715	)		6,745			—			(47,914	)

Cash flows from investing activities:
Investment in subsidiaries		(1,767	)		—			—			1,767			—
Property, plant and equipment investments		—			(2,689	)		—			—			(2,689	)
Proceeds from disposition of assets		—			689			—			—			689

Net cash (used in) provided by investing activities		(1,767	)		(2,000	)		—			1,767			(2,000	)

Cash flows from financing activities:
Net transactions with Parent		—			—			1,767			(1,767	)		—
Repurchase of common stock		(583	)		—			—			—			(583	)
Increase in revolving credit facility		—			45,996			—			—			45,996
Payments on capital lease obligations		—			(564	)		—			—			(564	)

Increase in bank overdrafts		—			3,441			—			—			3,441
Increase in restricted cash related to the mortgage		—			—			(8,397	)		—			(8,397	)

Debt financing costs		—			(6,473	)		(48	)		—			(6,521	)

Intercompany receivable		(4,716	)		—			—			4,716			—

Intercompany payable		—			4,716			—			(4,716	)		—

Other		6			—			—			—			6

Net cash (used in) provided by financing activities		(5,293	)		47,116			(6,678	)		(1,767	)		33,378

Increase (decrease) in cash		(4	)		(16,599	)		67			—			(16,536	)
Balance, beginning of period		32			29,129			296			—			29,457

Balance, end of period	$	28		$	12,530		$	363		$	—		$	12,921

Noncash transactions
Capital leases	$	—		$	1,889		$	—		$	—		$	1,889