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Unaudited Supplemental Consolidating Financial Statements

3 Months Ended

Mar. 31, 2012

Unaudited Supplemental Consolidating Financial Statements [Abstract]

Unaudited Supplemental Consolidating Financial Statements

13. Unaudited Supplemental Consolidating Financial Statements

The condensed consolidating financial information as of March 31, 2012 and December 31, 2011 and for the first quarters of fiscal 2012 and fiscal 2011 is provided due to restrictions in our 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 December 31, 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 fifty-six 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 December 31, 2011 to March 31, 2012 follows (in thousands):


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	453,708		$	7,148		$	(7,148	)	$	453,708
Cost of sales		—			399,476			—			—			399,476

Gross profit		—			54,232			7,148			(7,148	)		54,232

Operating expenses:
Selling, general and administrative		1,181			62,611			(578	)		(7,148	)		56,066
Depreciation and amortization		—			1,374			886			—			2,260

Total operating expenses		1,181			63,985			308			(7,148	)		58,326

Operating (loss) income		(1,181	)		(9,753	)		6,840			—			(4,094	)
Non-operating expenses:
Interest expense		—			2,673			4,109			—			6,782
Other expense (income), net		—			(56	)		(6	)		—			(62	)

(Loss) income before (benefit from) provision for income taxes		(1,181	)		(12,370	)		2,737			—			(10,814	)
(Benefit from) provision for income taxes		60			145			—			—			205
Equity in loss of subsidiaries		(9,778	)		—			—			9,778			—

Net (loss) income	$	(11,019	)	$	(12,515	)	$	2,737		$	9,778		$	(11,019	)

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


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	390,604		$	7,429		$	(7,429	)	$	390,604
Cost of sales		—			344,335			—			—			344,335

Gross profit		—			46,269			7,429			(7,429	)		46,269

Operating expenses:
Selling, general and administrative		1,618			61,479			(7,222	)		(7,429	)		48,446
Depreciation and amortization		—			1,985			953			—			2,938

Total operating expenses		1,618			63,464			(6,269	)		(7,429	)		51,384

Operating (loss) income		(1,618	)		(17,195	)		13,698			—			(5,115	)
Non-operating expenses:
Interest expense		—			4,312			4,749			—			9,061
Changes associated with ineffective interest rate swap		—			(1,751	)		—			—			(1,751	)
Other expense (income), net		—			21			(6	)		—			15

(Loss) income before (benefit from) provision for income taxes		(1,618	)		(19,777	)		8,955			—			(12,440	)
(Benefit from) provision for income taxes		645			(759	)		—			—			(114	)
Equity in loss of subsidiaries		(10,063	)		—			—			10,063			—

Net (loss) income	$	(12,326	)	$	(19,018	)	$	8,955		$	10,063		$	(12,326	)

The consolidating balance sheet for BlueLinx Holdings Inc. as of March 31, 2012 follows (in thousands):


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash	$	27		$	5,837		$	—		$	—		$	5,864
Receivables		—			197,950			—			—			197,950
Inventories		—			250,560			—			—			250,560
Deferred income tax assets		—			—			—			—			—
Other current assets		685			19,858			898			—			21,441
Intercompany receivable		64,795			18,534			—			(83,329	)		—

Total current assets		65,507			492,739			898			(83,329	)		475,815

Property and equipment:
Land and land improvements		—			2,935			46,474			—			49,409
Buildings		—			10,458			85,189			—			95,647
Machinery and equipment		—			75,636			—			—			75,636
Construction in progress		—			1,199			—			—			1,199

Property and equipment, at cost		—			90,228			131,663			—			221,891
Accumulated depreciation		—			(71,562	)		(28,794	)		—			(100,356	)

Property and equipment, net		—			18,666			102,869			—			121,535
Investment in subsidiaries		(49,264	)		—			—			49,264			—
Non-current deferred income tax assets		—			382			—			—			382
Other non-current assets		—			13,976			12,667			—			26,643

Total assets	$	16,243		$	525,763		$	116,434		$	(34,065	)	$	624,375

Liabilities:
Current liabilities:
Accounts payable	$	—		$	115,326		$	200		$	—		$	115,526
Bank overdrafts		—			34,955			—			—			34,955
Accrued compensation		43			5,398			—			—			5,441
Current maturities of long-term debt		—			33,169			2,637			—			35,806
Deferred income taxes, net		—			382			—			—			382
Other current liabilities		—			10,877			1,338			—			12,215
Intercompany payable		18,534			64,795			—			(83,329	)		—

Total current liabilities		18,577			264,902			4,175			(83,329	)		204,325

Non-current liabilities:
Long-term debt		—			144,533			233,481			—			378,014
Non-current deferred income tax liabilities		—			—			—			—			—
Other non-current liabilities		—			44,370			—			—			44,370

Total liabilities		18,577			453,805			237,656			(83,329	)		626,709

Stockholders’ (deficit)/parent’s investment		(2,334	)		71,958			(121,222	)		49,264			(2,334	)

Total liabilities and deficit	$	16,243		$	525,763		$	116,434		$	(34,065	)	$	624,375

The consolidating balance sheet for BlueLinx Holdings Inc. as of December 31, 2011 follows (in thousands):


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash	$	27		$	4,871		$	—		$	—		$	4,898
Receivables		—			138,872			—			—			138,872
Inventories		—			185,577			—			—			185,577
Deferred income tax assets, current		—			—			—			—			—
Other current assets		498			17,882			8,761			—			27,141
Intercompany receivable		67,041			18,482			—			(85,523	)		—

Total current assets		67,566			365,684			8,761			(85,523	)		356,488

Property and equipment:
Land and land improvements		—			2.938			46,624			—			49,562
Buildings		—			10,463			85,189			—			95,652
Machinery and equipment		—			75,508			—			—			75,508
Construction in progress		—			741			—			—			741

Property and equipment, at cost		—			89,650			131,813			—			221,463
Accumulated depreciation		—			(70,426	)		(27,909	)		—			(98,335	)

Property and equipment, net		—			19,224			103,904			—			123,128
Investment in subsidiaries		(40,549	)		—			—			40,549			—
Non-current deferred tax assets, net		—			358			—			—			358
Other non-current assets		—			14,747			9,194			—			23,941

Total assets	$	27,017		$	400,013		$	121,859		$	(44,974	)	$	503,915

Liabilities:
Current liabilities:
Accounts payable	$	161		$	68,639		$	1,428		$	—			70,228
Bank overdrafts		—			22,364			—			—			22,364
Accrued compensation		—			4,496			—			—			4,496
Current maturities of long-term debt		—			—			9,046			—			9,046
Deferred income tax liabilities, net		—			382			—			—			382
Other current liabilities		—			15,205			1,353			—			16,558
Intercompany payable		18,482			67,041			—			(85,523	)		—

Total current liabilities		18,643			178,127			11,827			(85,523	)		123,074

Non-current liabilities:
Long-term debt		—			94,488			234,207			—			328,695
Non-current deferred income tax liabilities		—			—			—			—			—
Other non-current liabilities		—			43,772			—			—			43,772

Total liabilities		18,643			316,387			246,034			(85,523	)		495,541

Stockholders’ equity/parent’s investment		8,374			83,626			(124,175	)		40,549			8,374

Total liabilities and equity	$	27,017		$	400,013		$	121,859		$	(44,974	)	$	503,915

The consolidating statement of cash flows for BlueLinx Holdings Inc. for the period from January 1, 2012 to March 31, 2012 follows (in thousands):


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(11,019	)	$	(12,515	)	$	2,737		$	9,778		$	(11,019	)
Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities:
Depreciation and amortization		—			1,374			886			—			2,260
Amortization of debt issuance costs		—			618			315			—			933
Gain from the sale of properties		—			—			(578	)		—			(578	)
Payments on modification of lease agreement		—			(5,000	)		—			—			(5,000	)
Deferred income tax benefit		—			(24	)		—			—			(24	)
Share-based compensation expense					599			144			—			743
Increase in restricted cash		—			(308	)		—			—			(308	)
Equity in earnings of subsidiaries		9,778			—			—			(9,778	)		—
Changes in assets and liabilities:
Receivables		—			(59,078	)		—			—			(59,078	)
Inventories		—			(64,983	)		—			—			(64,983	)
Accounts payable		(161	)		46,687			200			—			46,726
Changes in other working capital		(35	)		(58	)		681			—			588
Intercompany receivable		2,246			(52	)		—			(2,194	)		—
Intercompany payable		52			(2,246	)		—			2,194			—
Other		(192	)		904			(3	)		—			709

Net cash provided by (used in) operating activities		669			(94,082	)		4,382			—			(89,031	)

Cash flows from investing activities:
Investment in subsidiaries		(669	)		597			72			—			—
Property, plant and equipment investments		—			(749	)		—			—			(749	)
Proceeds from disposition of assets		—			33			1,406			—			1,439

Net cash (used in) provided by investing activities		(669	)		(119	)		1,478			—			690

Cash flows from financing activities:
Net transactions with Parent		—			—			—			—			—
Repurchase of shares to satisfy employee tax withholdings		—			(424	)		—			—			(424	)
Repayments on the revolving credit facilities		—			(80,055	)		—			—			(80,055	)
Borrowings from the revolving credit facilities		—			163,268			—			—			163,268
Payments of principal on mortgage		—			—			(7,134	)		—			(7,134	)
Payments on capital lease obligations		—			(213	)		—			—			(213	)
Increase in bank overdrafts		—			12,591			—			—			12,591
Increase in restricted cash related to the mortgage		—			—			2,707			—			2,707
Debt financing costs		—			—			(1,433	)		—			(1,433	)
Intercompany receivable		—			—			—			—			—
Intercompany payable		—			—			—			—			—
Other		—			—			—			—			—

Net cash (used in) provided by financing activities		—			95,167			(5,860	)		—			89,307

Increase (decrease) in cash		—			966			—			—			966
Balance, beginning of period		27			4,871			—			—			4,898

Balance, end of period	$	27		$	5,837		$	—		$	—		$	5,864

Noncash transactions:
Capital leases	$	—		$	32		$	—		$	—		$	32

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


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(12,326	)	$	(19,018	)	$	8,955		$	10,063		$	(12,326	)
Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities:
Depreciation and amortization		—			1,984			954			—			2,938
Amortization of debt issuance costs		—			282			165			—			447
Gain from sale of properties		—			—			(7,222	)		—			(7,222	)
Changes associated with the ineffective interest rate swap		—			(1,751	)		—			—			(1,751	)
Deferred income tax benefit		—			(215	)		—			—			(215	)
Share-based compensation expense		348			468			—			—			816
Decrease in restricted cash related to the ineffective interest rate swap, insurance, and other		—			(6	)		—			—			(6	)
Equity in earnings of subsidiaries		10,063			—			—			(10,063	)		—
Changes in assets and liabilities:
Receivables		—			(50,722	)		—			—			(50,722	)
Inventories		—			(32,062	)		—			—			(32,062	)
Accounts payable		101			31,982			—			—			32,083
Changes in other working capital		(176	)		4,127			1,047			(1,244	)		3,754
Intercompany receivable		(463	)		(2,022	)		—			2,485			—
Intercompany payable		1,517			(276	)		—			(1,241	)		—
Other		(3	)		4,520			(3,059	)		—			1,458

Net cash (used in) provided by operating activities		(939	)		(62,709	)		840			—			(62,808	)

Cash flows from investing activities:
Investment in subsidiaries		602			—			(602	)					—
Property, plant and equipment investments		—			(879	)		(2,816	)		—			(3,695	)
Proceeds from disposition of assets		—			—			8,763			—			8,763

Net cash provided by (used in) investing activities		602			(879	)		5,345			—			5,068

Cash flows from financing activities:
Net transactions with Parent		—			—			—			—			—
Repayments on the revolving credit facilities		—			(73,493	)		—			—			(73,493	)
Borrowings from the revolving credit facilities		—			116,762			—			—			116,762
Payments on capital lease obligations		—			(72	)		—			—			(72	)
Increase in bank overdrafts		—			12,582			—			—			12,582
Increase in restricted cash related to the mortgage		—			—			(6,185	)		—			(6,185	)
Intercompany receivable		—			—			—			—			—
Intercompany payable		—			—			—			—			—
Other		—			—			—			—			—

Net cash provided by (used in) financing activities		—			55,779			(6,185	)		—			49,594

(Decrease) increase in cash		(337	)		(7,809	)		—			—			(8,146	)
Balance, beginning of period		384			13,913			—			—			14,297

Balance, end of period	$	47		$	6,104		$	—		$	—		$	6,151

Noncash transactions:
Capital leases	$	—		$	116		$	—		$	—		$	116