Unaudited Supplemental Consolidating Financial Statements

3 Months Ended

Mar. 30, 2013

Unaudited Supplemental Consolidating Financial Statements [Abstract]

Unaudited Supplemental Consolidating Financial Statements

13. Unaudited Supplemental Consolidating Financial Statements

The consolidating financial information as of March 30, 2013 and December 29, 2012 and for the first quarters of fiscal 2013 and fiscal 2012 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 29, 2012, for a more detailed discussion of these restrictions and the terms of the facility). Also included in the supplemental 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 30, 2012 to March 30, 2013 follows (in thousands):

	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	503,153		$	6,888		$	(6,888	)	$	503,153
Cost of sales		—			446,695			—			—			446,695
Gross profit		—			56,458			6,888			(6,888	)		56,458
Operating expenses (other income):
Selling, general and administrative		1,036			65,109			162			(6,888	)		59,419
Depreciation and amortization		—			1,297			876			—			2,173
Total operating expenses		1,036			66,406			1,038			(6,888	)		61,592
Operating (loss) income		(1,036	)		(9,948	)		5,850			—			(5,134	)
Non-operating expenses:
Interest expense		—			3,560			3,632			—			7,192
Other loss (income), net		—			111			(1	)		—			110
(Loss) income before provision for income taxes		(1,036	)		(13,619	)		2,219			—			(12,436	)
Provision for income taxes		188			25			—			—			213
Equity in loss of subsidiaries		(11,425	)		—			—			11,425			—
Net (loss) income	$	(12,649	)	$	(13,644	)	$	2,219		$	11,425		$	(12,649	)

The consolidating statement of operations 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
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 (other income):
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 provision for income taxes		(1,181	)		(12,370	)		2,737			—			(10,814	)
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 balance sheet for BlueLinx Holdings Inc. as of March 30, 2013 follows (in thousands):

	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash	$	27		$	5,258		$	—		$	—			5,285
Receivables		—			218,861			—			—			218,861
Inventories		—			319,654			—			—			319,654
Other current assets		775			18,374			4,155			—			23,304
Intercompany receivable		75,793			31,389			—			(107,182	)		—
Total current assets		76,595			593,536			4,155			(107,182	)		567,104
Property and equipment:
Land and land improvements		—			3,279			39,870			—			43,149
Buildings		—			10,162			83,936			—			94,098
Machinery and equipment		—			78,946			—			—			78,946
Construction in progress		—			1,210			—			—			1,210
Property and equipment, at cost		—			93,597			123,806			—			217,403
Accumulated depreciation		—			(72,547	)		(31,018	)		—			(103,565	)
Property and equipment, net		—			21,050			92,788			—			113,838
Investment in subsidiaries		(37,887	)		—			—			37,887			—
Non-current deferred income tax assets		—			445			—			—			445
Other non-current assets		—			12,372			5,825			—			18,197
Total assets	$	38,708		$	627,403		$	102,768		$	(69,295	)	$	699,584
Liabilities:
Current liabilities:
Accounts payable	$	1,683		$	141,514		$	—		$	—		$	143,197
Bank overdrafts		—			29,086			—			—			29,086
Accrued compensation		—			4,510			—			—			4,510
Current maturities of long-term debt		—			58,732			8,967			—			67,699
Deferred income taxes, net		—			449			—			—			449
Other current liabilities		—			10,650			1,150			—			11,800
Intercompany payable		31,389			75,793			—			(107,182	)		—
Total current liabilities		33,072			320,734			10,117			(107,182	)		256,741
Non-current liabilities:
Long-term debt		—			183,672			196,367			—			380,039
Other non-current liabilities		—			57,168			—			—			57,168
Total liabilities		33,072			561,574			206,484			(107,182	)		693,948
Stockholders’ equity (deficit)/parent’s investment		5,636			65,829			(103,716	)		37,887			5,636
Total liabilities and stockholders’ equity (deficit)/parent’s investment	$	38,708		$	627,403		$	102,768		$	(69,295	)	$	699,584

The consolidating balance sheet for BlueLinx Holdings Inc. as of December 29, 2012 follows (in thousands):

	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash	$	28		$	5,160		$	—		$	—		$	5,188
Receivables		—			157,465			—			—			157,465
Inventories		—			230,059			—			—			230,059
Other current assets		1,596			17,790			41			—			19,427
Intercompany receivable		73,981			28,814			—			(102,795	)		—
Total current assets		75,605			439,288			41			(102,795	)		412,139
Property and equipment:
Land and land improvements		—			3,250			39,870			—			43,120
Buildings		—			10,213			83,857			—			94,070
Machinery and equipment		—			78,674			—			—			78,674
Construction in progress		—			1,173			—			—			1,173
Property and equipment, at cost		—			93,310			123,727			—			217,037
Accumulated depreciation		—			(71,583	)		(30,101	)		—			(101,684	)
Property and equipment, net		—			21,727			93,626			—			115,353
Investment in subsidiaries		(67,053	)		—			—			67,053			—
Non-current deferred income tax assets, net		—			445			—			—			445
Other non-current assets		—			10,646			6,153			—			16,799
Total assets	$	8,552		$	472,106		$	99,820		$	(35,742	)	$	544,736
Liabilities:
Current liabilities:
Accounts payable	$	203		$	77,257		$	390		$	—			77,850
Bank overdrafts		—			35,384			—			—			35,384
Accrued compensation		127			6,043			—			—			6,170
Current maturities of long-term debt		—			—			8,946			—			8,946
Deferred income tax liabilities, net		—			449			—			—			449
Other current liabilities		—			9,831			1,106			—			10,937
Intercompany payable		28,814			73,981			—			(102,795	)		—
Total current liabilities		29,144			202,945			10,442			(102,795	)		139,736
Non-current liabilities:
Long-term debt		—			171,412			197,034			—			368,446
Other non-current liabilities		—			57,146			—			—			57,146
Total liabilities		29,144			431,503			207,476			(102,795	)		565,328
Stockholders’ (deficit) equity/parent’s investment		(20,592	)		40,603			(107,656	)		67,053			(20,592	)
Total liabilities and stockholders’ (deficit) equity/parent’s investment	$	8,552		$	472,106		$	99,820		$	(35,742	)	$	544,736

The consolidating statement of cash flows for BlueLinx Holdings Inc. for the period from December 30, 2012 to March 30, 2013 follows (in thousands):

	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(12,649	)	$	(13,644	)	$	2,219		$	11,425		$	(12,649	)
Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities:
Depreciation and amortization		—			1,297			876			—			2,173
Amortization of debt issuance costs		—			615			331			—			946
Write off of debt issuance costs		—			119			—			—			119
Gain from the sale of properties		—			—			(238	)		—			(238	)
Gain from property insurance settlement		—			—			—			—			—
Vacant property charges, net		—			—			—			—			—
Payments on modification of lease agreement		—			—			—			—			—
Deferred income tax benefit		—			—			—			—			—
Share-based compensation expense		227			597			—			—			824
Increase in restricted cash		—			(361	)		—			—			(361	)
Other		694			641			(1,081	)		—			254
Equity in earnings of subsidiaries		11,425			—			—			(11,425	)		—
Intercompany receivable		(1,812	)		(2,575	)		—			4,387			—
Intercompany payable		2,575			1,812			—			(4,387	)		—
		460			(11,499	)		2,107			—			(8,932	)
Changes in primary working capital components:
Receivables		—			(61,396	)		—			—			(61,396	)
Inventories		—			(89,595	)		—			—			(89,595	)
Accounts payable		217			64,257			(390	)		—			64,084
Net cash provided by (used in) operating activities		677			(98,233	)		1,717			—			(95,839	)
Cash flows from investing activities:
Investment in subsidiaries		(39,364	)		37,643			1,721			—			—
Property, plant and equipment investments		—			(955	)		—			—			(955	)
Proceeds from disposition of assets		—			32			163			—			195
Net cash (used in) provided by investing activities		(39,364	)		36,720			1,884			—			(760	)
Cash flows from financing activities:
Excess tax benefits from share-based compensation arrangements		—			16			—			—			16
Repurchase of shares to satisfy employee tax withholdings		(1,206	)		—			—			—			(1,206	)
Repayments on the revolving credit facilities		—			(128,836	)		—			—			(128,836	)
Borrowings from the revolving credit facilities		—			199,828			—			—			199,828
Payments of principal on mortgage		—			—			(646	)		—			(646	)
Payments on capital lease obligations		—			(384	)		—			—			(384	)
Decrease in bank overdrafts		—			(6,298	)		—			—			(6,298	)
Increase in restricted cash related to the mortgage		—			—			(2,955	)		—			(2,955	)
Debt issuance costs		—			(2,715	)		—			—			(2,715	)
Proceeds from rights offering less expenses paid		39,892			—			—			—			39,892
Net cash provided by (used in) financing activities		38,686			61,611			(3,601	)		—			96,696
Increase in cash		(1	)		98			—			—			97
Balance, beginning of period		28			5,160			—			—			5,188
Balance, end of period	$	27		$	5,258		$	—		$	—		$	5,285

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

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	)
Other		(227	)		1,375			678			—			1,826
Equity in earnings of subsidiaries		9,778			—			—			(9,778	)		—
Intercompany receivable		2,246			(52	)		—			(2,194	)		—
Intercompany payable		52			(2,246	)		—			2,194			—
		830			(16,179	)		4,182			—			(11,167	)
Changes in primary working capital components:
Receivables		—			(59,078	)		—			—			(59,078	)
Inventories		—			(64,983	)		—			—			(64,983	)
Accounts payable		(161	)		46,687			200			—			46,726
Net cash provided by (used in) operating activities		669			(93,553	)		4,382			—			(88,502	)
Cash flows from investing activities:
Investment in subsidiaries		(669	)		597			72			—			—
Property, plant and equipment investments		—			(1,278	)		—			—			(1,278	)
Proceeds from disposition of assets		—			33			1,406			—			1,439
Net cash (used in) provided by investing activities		(669	)		(648	)		1,478			—			161
Cash flows from financing activities:
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	)
Net cash provided by (used in) financing activities		—			95,167			(5,860	)		—			89,307
Increase 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