Unaudited Supplemental Consolidating Financial Statements

6 Months Ended

Jun. 29, 2013

Unaudited Supplemental Consolidating Financial Statements [Abstract]

Unaudited Supplemental Consolidating Financial Statements

13. Unaudited Supplemental Consolidating Financial Statements

The consolidating financial information as of June 29, 2013 and December 29, 2012 and for the second 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-five 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 March 31, 2013 to June 29, 2013 follows (in thousands):


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	604,592		$	6,888		$	(6,888	)	$	604,592
Cost of sales		—			549,407			—			—			549,407
Gross profit		—			55,185			6,888			(6,888	)		55,185
Operating expenses:
Selling, general, and administrative		1,901			73,339			158			(6,888	)		68,510
Depreciation and amortization		—			1,353			876			—			2,229
Total operating expenses		1,901			74,692			1,034			(6,888	)		70,739
Operating (loss) income		(1,901	)		(19,507	)		5,854			—			(15,554	)
Non-operating expenses (income):
Interest expense		—			3,343			3,573			—			6,916
Other loss (income), net		—			131			(3	)		—			128
(Loss) income before provision for (benefit from) income taxes		(1,901	)		(22,981	)		2,284			—			(22,598	)
Provision for (benefit from) income taxes		(70	)		(293	)		71			—			(292	)
Equity in loss of subsidiaries		(20,475	)		—			—			20,475			—
Net (loss) income	$	(22,306	)	$	(22,688	)	$	2,213		$	20,475		$	(22,306	)

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 (income):
Interest expense		—			3,227			4,098			—			7,325
Other expense (income), net		—			50			(1	)		—			49
(Loss) income before provision for income taxes		(696	)		(4,981	)		2,168			—			(3,509	)
(Benefit from) provision for		(31	)		155			73			—			197
Equity in loss of subsidiaries		(3,041	)		—			—			3,041			—
Net (loss) income	$	(3,706	)	$	(5,136	)	$	2,095		$	3,041		$	(3,706	)

The consolidating statement of operations for BlueLinx Holdings Inc. for the period from December 30, 2012 to June 29, 2013 follows (in thousands):


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,107,745		$	13,775		$	(13,775	)	$	1,107,745
Cost of sales		—			996,102			—			—			996,102
Gross profit		—			111,643			13,775			(13,775	)		111,643
Operating expenses:
Selling, general, and administrative		3,174			138,447			83			(13,775	)		127,929
Depreciation and amortization		—			2,650			1,752			—			4,402
Total operating expenses		3,174			141,097			1,835			(13,775	)		132,331
Operating (loss) income		(3,174	)		(29,454	)		11,940			—			(20,688	)
Non-operating expenses (income):
Interest expense		—			6,903			7,205			—			14,108
Other expense (income), net		—			244			(6	)		—			238
(Loss) income before provision for (benefit from) income taxes		(3,174	)		(36,601	)		4,741			—			(35,034	)
Provision for (benefit from) income taxes		(97	)		(128	)		146			—			(79	)
Equity in loss of subsidiaries		(31,878	)		—			—			31,878			—
Net (loss) income	$	(34,955	)	$	(36,473	)	$	4,595		$	31,878		$	(34,955	)

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 (income):
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 (income):
Interest expense		—			5,901			8,206			—			14,107
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		(58	)		300			160			—			402
Equity in loss of subsidiaries		(13,074	)		—			—			13,074			—
Net (loss) income	$	(14,725	)	$	(17,651	)	$	4,577		$	13,074		$	(14,725	)

The consolidating balance sheet for BlueLinx Holdings Inc. as of June 29, 2013 follows (in thousands):


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash	$	32		$	8,354		$	—		$	—			8,386
Receivables		—			232,994			—			—			232,994
Inventories		—			318,437			—			—			318,437
Other current assets		641			18,329			8,373			—			27,343
Intercompany receivable		74,894			32,996			—			(107,890	)		—
Total current assets		75,567			611,110			8,373			(107,890	)		587,160
Property and equipment:
Land and land improvements		—			3,206			37,842			—			41,048
Buildings		—			10,630			79,657			—			90,287
Machinery and equipment		—			78,660			—			—			78,660
Construction in progress		—			1,834			—			—			1,834
Property and equipment, at cost		—			94,330			117,499			—			211,829
Accumulated depreciation		—			(72,974	)		(30,012	)		—			(102,986	)
Property and equipment, net		—			21,356			87,487			—			108,843
Investment in subsidiaries		(56,832	)		—			—			56,832			—
Non-current deferred income tax assets		—			445			—			—			445
Other non-current assets		—			12,358			5,494			—			17,852
Total assets	$	18,735		$	645,269		$	101,354		$	(51,058	)	$	714,300
Liabilities:
Current liabilities:
Accounts payable	$	584		$	127,183		$	—		$	—		$	127,767
Bank overdrafts		—			20,933			—			—			20,933
Accrued compensation		—			5,241			—			—			5,241
Current maturities of long-term debt		—			114,095			6,080			—			120,175
Deferred income taxes, net		—			449			—			—			449
Other current liabilities		—			14,793			1,074			—			15,867
Intercompany payable		32,996			74,894			—			(107,890	)		—
Total current liabilities		33,580			357,588			7,154			(107,890	)		290,432
Non-current liabilities:
Long-term debt		—			185,855			195,724			—			381,579
Other non-current liabilities		—			57,134			—			—			57,134
Total liabilities		33,580			600,577			202,878			(107,890	)		729,145
Stockholders’ (deficit) equity/parent’s investment		(14,845	)		44,692			(101,524	)		56,832			(14,845	)
Total liabilities and stockholders’ (deficit) equity/parent’s investment	$	18,735		$	645,269		$	101,354		$	(51,058	)	$	714,300

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 June 29, 2013 follows (in thousands):


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(34,955	)	$	(36,473	)	$	4,595		$	31,878		$	(34,955	)
Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities:
Depreciation and amortization		—			2,650			1,752			—			4,402
Amortization of debt issuance costs		—			1,010			661			—			1,671
Write off of debt issuance costs		—			119			—			—			119
Gain from the sale of properties		—			—			(230	)		—			(230	)
Gain from property insurance settlement		—			—			—			—			—
Vacant property charges, net		—			—			—			—			—
Severance charges		—			4,331			—			—			4,331
Payments on modification of lease agreement		—			—			—			—			—
Deferred income tax benefit		—			—			—			—			—
Share-based compensation expense		519			3,808			—			—			4,327
Increase in restricted cash related to insurance and other		—			(85	)		—			—			(85	)
Other		828			1,093			(1,066	)		—			855
Equity in earnings of subsidiaries		31,878			—			—			(31,878	)		—
Intercompany receivable		(913	)		(4,182	)		—			5,095			—
Intercompany payable		4,182			913			—			(5,095	)		—

		1,539			(26,816	)		5,712			—			(19,565	)
Changes in primary working capital components:
Receivables		—			(75,529	)		—			—			(75,529	)
Inventories		—			(88,378	)		—			—			(88,378	)
Accounts payable		279			49,927			(391	)		—			49,815
Net cash provided by (used in) operating activities		1,818			(140,796	)		5,321			—			(133,657	)
Cash flows from investing activities:
Investment in subsidiaries		(37,662	)		36,122			1,540			—			—
Property, plant and equipment investments		—			(2,965	)		—			—			(2,965	)
Proceeds from disposition of assets		—			328			115			—			443
Net cash (used in) provided by investing activities		(37,662	)		33,485			1,655			—			(2,522	)
Cash flows from financing activities:
Excess tax benefits from share-based compensation arrangements		—			16			—			—			16
Repurchase of shares to satisfy employee tax withholdings		(2,867	)		—			—			—			(2,867	)
Repayments on the revolving credit facilities		—			(266,845	)		—			—			(266,845	)
Borrowings from the revolving credit facilities		—			395,383			—			—			395,383
Payments of principal on mortgage		—			—			(4,176	)		—			(4,176	)
Payments on capital lease obligations		—			(768	)		—			—			(768	)
Decrease in bank overdrafts		—			(14,451	)		—			—			(14,451	)
Increase in restricted cash related to the mortgage		—			—			(2,800	)		—			(2,800	)
Debt issuance costs		—			(2,830	)		—			—			(2,830	)
Proceeds from rights offering less expenses paid		38,715			—			—			—			38,715
Net cash provided by (used in) financing activities		35,848			110,505			(6,976	)		—			139,377
Increase in cash		4			3,194			—			—			3,198
Balance, beginning of period		28			5,160			—			—			5,188
Balance, end of period	$	32		$	8,354		$	—		$	—		$	8,386

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

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	)	$	4,577		$	13,074		$	(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		287			1,133			—			—			1,420
Decrease in restricted cash related to insurance and other		—			657			—			—			657
Other		(23	)		5,462			146			—			5,585
Equity in earnings of subsidiaries		13,074			—			—			(13,074	)		—
Intercompany receivable		2,246			(1,594	)		—			(652	)		—
Intercompany payable		1,594			(2,246	)		—			652			—
		2,453			(14,799	)		5,485			—			(6,861	)
Changes in primary working capital components:
Receivables		—			(63,242	)		—			—			(63,242	)
Inventories		—			(50,053	)		—			—			(50,053	)
Accounts payable		3			10,047			—			—			10,050
Net cash provided by (used in) operating activities		2,456			(118,047	)		5,485			—			(110,106	)
Cash flows from investing activities:
Investment in subsidiaries		(2,456	)		680			1,776			—			—
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		(2,456	)		(1,460	)		3,691			—			(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
Debt financing costs		—			(4	)		(1,429	)		—			(1,433	)
Other		—			—			—			—			—
Net cash provided (used in) by 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