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Unaudited Supplemental Consolidating Financial Statements

6 Months Ended

Jun. 30, 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 June 30, 2012 and December 31, 2011 and for the second quarters and first half 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 April 1, 2012 to June 30, 2012 follows (in thousands):


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	517,026		$	7,148		$	(7,148	)	$	517,026
Cost of sales		—			453,838			—			—			453,838

Gross profit		—			63,188			7,148			(7,148	)		63,188

Operating expenses:
Selling, general and administrative		696			63,588			—			(7,148	)		57,136
Depreciation and amortization		—			1,304			883			—			2,187

Total operating expenses		696			64,892			883			(7,148	)		59,323

Operating (loss) income		(696	)		(1,704	)		6,265			—			3,865
Non-operating expenses:
Interest expense		—			3,227			4,098			—			7,325
Changes associated with ineffective interest rate swap		—			—			—			—			—
Other expense (income), net		—			50			(1	)		—			49

(Loss) income before provision for income taxes		(696	)		(4,981	)		2,168			—			(3,509	)
Provision for income taxes		42			155			—			—			197
Equity in loss of subsidiaries		(2,968	)		—			—			2,968			—

Net (loss) income	$	(3,706	)	$	(5,136	)	$	2,168		$	2,968		$	(3,706	)

The consolidating statement of operations for BlueLinx Holdings Inc. for the period from April 3, 2011 to July 2, 2011 follows (in thousands):


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	500,810		$	7,429	$	(7,429	)	$	500,810
Cost of sales		—			443,165			—		—			443,165

Gross profit		—			57,645			7,429		(7,429	)		57,645

Operating expenses:
Selling, general and administrative		1,387			62,822			—		(7,429	)		56,780
Depreciation and amortization		—			1,663			961		—			2,624

Total operating expenses		1,387			64,485			961		(7,429	)		59,404

Operating (loss) income		(1,387	)		(6,840	)		6,468		—			(1,759	)
Non-operating expenses:
Interest expense		—			2,980			4,750		—			7,730
Changes associated with ineffective interest rate swap		—			—			—		—			—
Other (income) expense, net		—			133			1		—			134

(Loss) income before provision for income taxes		(1,387	)		(9,953	)		1,717		—			(9,623	)
Provision for income taxes		36			122			—		—			158
Equity in loss of subsidiaries		(8,358	)		—			—		8,358			—

Net (loss) income	$	(9,781	)	$	(10,075	)	$	1,717	$	8,358		$	(9,781	)

The consolidating statement of operations for BlueLinx Holdings Inc. for the period from January 1, 2012 to June 30, 2012 follows (in thousands):


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	970,734		$	14,295		$	(14,295	)	$	970,734
Cost of sales		—			853,314			—			—			853,314

Gross profit		—			117,420			14,295			(14,295	)		117,420

Operating expenses:
Selling, general and administrative		1,709			126,198			(410	)		(14,295	)		113,202
Depreciation and amortization		—			2,679			1,768			—			4,447

Total operating expenses		1,709			128,877			1,358			(14,295	)		117,649

Operating (loss) income		(1,709	)		(11,457	)		12,937			—			(229	)
Non-operating expenses:
Interest expense		—			5,901			8,206			—			14,107
Changes associated with the ineffective interest rate swap		—			—			—			—			—
Other income, net		—			(7	)		(6	)		—			(13	)

(Loss) income before provision for income taxes		(1,709	)		(17,351	)		4,737			—			(14,323	)
Provision for income taxes		102			300			—			—			402
Equity in loss of subsidiaries		(12,914	)		—			—			12,914			—

Net (loss) income	$	(14,725	)	$	(17,651	)	$	4,737		$	12,914		$	(14,725	)

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


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	891,414		$	14,857		$	(14,857	)	$	891,414
Cost of sales		—			787,500			—			—			787,500

Gross profit		—			103,914			14,857			(14,857	)		103,914

Operating expenses:
Selling, general and administrative		3,005			124,301			(7,222	)		(14,857	)		105,227
Depreciation and amortization		—			3,647			1,914			—			5,561

Total operating expenses		3,005			127,948			(5,308	)		(14,857	)		110,788

Operating (loss) income		(3,005	)		(24,034	)		20,165			—			(6,874	)
Non-operating expenses:
Interest expense		—			7,292			9,499			—			16,791
Changes associated with the ineffective interest rate swap		—			(1,751	)		—			—			(1,751	)
Other expense (income), net		—			155			(6	)		—			149

(Loss) income before (benefit from) provision for income taxes		(3,005	)		(29,730	)		10,672			—			(22,063	)
Provision for (benefit from) income taxes		681			(637	)		—			—			44
Equity in loss of subsidiaries		(18,421	)		—			—			18,421			—

Net (loss) income	$	(22,107	)	$	(29,093	)	$	10,672		$	18,421		$	(22,107	)

The consolidating balance sheet for BlueLinx Holdings Inc. as of June 30, 2012 follows (in thousands):


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash	$	27		$	5,124		$	—		$	—		$	5,151
Receivables		—			202,114			—			—			202,114
Inventories		—			235,630			—			—			235,630
Other current assets		603			17,960			8,834			—			27,397
Intercompany receivable		64,795			20,076			—			(84,871	)		—

Total current assets		65,425			480,904			8,834			(84,871	)		470,292

Property and equipment:
Land and land improvements		—			2,935			39,873			—			42,808
Buildings		—			10,476			83,856			—			94,332
Machinery and equipment		—			76,072			—			—			76,072
Construction in progress		—			1,215			—			—			1,215

Property and equipment, at cost		—			90,698			123,729			—			214,427
Accumulated depreciation		—			(72,590	)		(29,677	)		—			(102,267	)

Property and equipment, net		—			18,108			94,052			—			112,160
Investment in subsidiaries		(50,583	)		—			—			50,583			—
Non-current deferred income tax assets		—			382			—			—			382
Other non-current assets		—			11,766			16,056			—			27,822

Total assets	$	14,842		$	511,160		$	118,942		$	(34,288	)	$	610,656

Liabilities:
Current liabilities:
Accounts payable	$	163		$	78,687		$	—		$	—			78,850
Bank overdrafts		—			30,703			—			—			30,703
Accrued compensation		82			6,428			—			—			6,510
Current maturities of long-term debt		—			57,815			2,680			—			60,495
Deferred income taxes, net		—			382			—			—			382
Other current liabilities		—			11,111			1,260			—			12,371
Intercompany payable		20,076			64,795			—			(84,871	)		—

Total current liabilities		20,321			249,921			3,940			(84,871	)		189,311

Non-current liabilities:
Long-term debt		—			148,847			232,825			—			381,672
Other non-current liabilities		—			45,152			—			—			45,152

Total liabilities		20,321			443,920			236,765			(84,871	)		616,135

Stockholders’ (Deficit) Equity/Parent’s Investment		(5,479	)		67,240			(117,823	)		50,583			(5,479	)

Total liabilities and equity	$	14,842		$	511,160		$	118,942		$	(34,288	)	$	610,656

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 June 30, 2012 follows (in thousands):


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(14,725	)	$	(17,651	)	$	4,737		$	12,914		$	(14,725	)
Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities:
Depreciation and amortization		—			2,679			1,768			—			4,447
Amortization of debt issuance costs		—			1,863			—			—			1,863
Gain from the sale of properties		—			—			(530	)		—			(530	)
Gain from property insurance settlement		—			—			(476	)		—			(476	)
Vacant property charges, net		—			(78	)		—			—			(78	)
Payments on modification of lease agreement		—			(5,000	)		—			—			(5,000	)
Deferred income tax benefit		—			(24	)		—			—			(24	)
Share-based compensation expense					1,420			—			—			1,420
Increase in restricted cash		—			657			—			—			657
Equity in earnings of subsidiaries		12,914			—			—			(12,914	)		—
Changes in assets and liabilities:
Receivables		—			(63,242	)		—			—			(63,242	)
Inventories		—			(50,053	)		—			—			(50,053	)
Accounts payable		3			10,047			—			—			10,050
Changes in other working capital		(23	)		2,988			(7,347	)		—			(4,382	)
Intercompany receivable		2,246			(1,594	)		—			(652	)		—
Intercompany payable		1,594			(2,246	)		—			652			—
Other		—			2,474			7,493			—			9,967

Net cash provided by (used in) operating activities		2,009			(117,760	)		5,645			—			(110,106	)

Cash flows from investing activities:
Investment in subsidiaries		(2,009	)		393			1,616			—			—
Property, plant and equipment investments		—			(2,140	)		—			—			(2,140	)
Proceeds from disposition of assets		—			—			1,915			—			1,915

Net cash (used in) provided by investing activities		(2,009	)		(1,747	)		3,531			—			(225	)

Cash flows from financing activities:
Repurchase of shares to satisfy employee tax withholdings		—			(424	)		—			—			(424	)
Repayments on the revolving credit facilities		—			(201,403	)		—			—			(201,403	)
Borrowings from the revolving credit facilities		—			313,666			—			—			313,666
Payments of principal on mortgage		—			—			(7,747	)		—			(7,747	)
Payments on capital lease obligations		—			(414	)		—			—			(414	)
Increase in bank overdrafts		—			8,339			—			—			8,339
Increase in restricted cash related to the mortgage		—			—			—			—			—
Debt financing costs		—			(4	)		(1,429	)		—			(1,433	)
Intercompany receivable		—			—			—			—			—
Intercompany payable		—			—			—			—			—
Other		—			—			—			—			—

Net cash provided by (used in) financing activities		—			119,760			(9,176	)		—			110,584

Increase in cash		—			253			—			—			253
Balance, beginning of period		27			4,871			—			—			4,898

Balance, end of period	$	27		$	5,124		$	—		$	—		$	5,151

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

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


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(22,107	)	$	(29,093	)	$	10,672		$	18,421		$	(22,107	)
Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities:
Depreciation and amortization		—			3,647			1,914			—			5,561
Amortization of debt issuance costs		—			1,094			—			—			1,094
Gain from the sale of properties		—			—			(7,222	)		—			(7,222	)
Changes associated with the ineffective interest rate swap		—			(1,751	)		—			—			(1,751	)
Deferred income tax benefit		—			(214	)		—			—			(214	)
Share-based compensation expense		—			1,137			—			—			1,137
Decrease in restricted cash		—			432			—			—			432
Equity in earnings of subsidiaries		18,421			—			—			(18,421	)		—
Changes in assets and liabilities:
Receivables		—			(86,533	)		—			—			(86,533	)
Inventories		—			(24,404	)		—			—			(24,404	)
Accounts payable		123			32,352			20			—			32,495
Changes in other working capital		(452	)		566			(208	)		(1,244	)		(1,338	)
Intercompany receivable		(249	)		(1,930	)		—			2,179			—
Intercompany payable		1,425			(490	)		—			(935	)		—
Other		17			2,594			(986	)		—			1,625

Net cash (used in) provided by operating activities		(2,822	)		(102,593	)		4,190			—			(101,225	)

Cash flows from investing activities:
Investment in subsidiaries		2,528			—			(2,528	)		—			—
Property, plant and equipment investments		—			(2,523	)		(2,818	)		—			(5,341	)
Proceeds from disposition of assets		—						8,971			—			8,971

Net cash provided by (used in) investing activities		2,528			(2,523	)		3,625			—			3,630

Cash flows from financing activities:
Net transactions with Parent		—			—			—			—			—
Repurchase of common stock		—			—			—			—
Repayments on the revolving credit facilities		—			(171,736	)		—			—			(171,736	)
Borrowings from the revolving credit facilities		—			263,446			—			—			263,446
Payments on capital lease obligations		—			(197	)		—			—			(197	)
Increase in bank overdrafts		—			5,709			—			—			5,709
Increase in restricted cash related to the mortgage		—			—			(7,815	)		—			(7,815	)
Intercompany receivable		—			—			—			—			—
Intercompany payable		—			—			—			—			—
Other		—			—			—			—			—

Net cash provided by (used in) financing activities		—			97,222			(7,815	)		—			89,407

Decrease in cash		(294	)		(7,894	)		—			—			(8,188	)
Balance, beginning of period		384			13,913			—			—			14,297

Balance, end of period	$	90		$	6,019		$	—		$	—		$	6,109

Noncash transactions
Capital leases	$	—		$	2,544		$	—		$	—		$	2,544