Unaudited Supplemental Consolidating Financial Statements

9 Months Ended

Sep. 28, 2013

Unaudited Supplemental Consolidating Financial Statements [Abstract]

Unaudited Supplemental Consolidating Financial Statements

13. Unaudited Supplemental Consolidating Financial Statements

The consolidating financial information as of September 28, 2013 and December 29, 2012 and for the third 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 our 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 June 30, 2013 to September 28, 2013 follows (in thousands):


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	557,952		$	6,888		$	(6,888	)	$	557,952
Cost of sales		—			495,460			—			—			495,460
Gross profit		—			62,492			6,888			(6,888	)		62,492
Operating expenses (income):
Selling, general, and administrative		559			66,832			(3,248	)		(6,888	)		57,255
Depreciation and amortization		—			1,331			813			—			2,144
Total operating expenses (income)		559			68,163			(2,435	)		(6,888	)		59,399
Operating (loss) income		(559	)		(5,671	)		9,323			—			3,093
Non-operating expenses (income):
Interest expense		—			3,399			3,519			—			6,918
Other loss (income), net		—			22			(5	)		—			17
(Loss) income before (benefit from) provision for income taxes		(559	)		(9,092	)		5,809			—			(3,842	)
(Benefit from) provision for income taxes		(5	)		(811	)		180			—			(636	)
Equity in loss of subsidiaries		(2,652	)		—			—			2,652			—
Net (loss) income	$	(3,206	)	$	(8,281	)	$	5,629		$	2,652		$	(3,206	)

The consolidating statement of operations for BlueLinx Holdings Inc. for the period from July 1, 2012 to September 29, 2012 follows (in thousands):


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	496,810		$	7,148		$	(7,148	)	$	496,810
Cost of sales		—			436,279			—			—			436,279
Gross profit		—			60,531			7,148			(7,148	)		60,531
Operating expenses (income):
Selling, general, and administrative		(8,095	)		63,399			—			(7,148	)		48,156
Depreciation and amortization		—			1,228			878			—			2,106
Total operating expenses (income)		(8,095	)		64,627			878			(7,148	)		50,262
Operating (loss) income		8,095			(4,096	)		6,270			—			10,269
Non-operating expenses (income):
Interest expense		—			3,205			4,089			—			7,294
Other income, net		—			(11	)		(5	)		—			(16	)
(Loss) income before provision for income taxes		8,095			(7,290	)		2,186			—			2,991
(Benefit from) provision for income taxes		275			(426	)		74			—			(77	)
Equity in loss of subsidiaries		(4,752	)		—			—			4,752			—
Net (loss) income	$	3,068		$	(6,864	)	$	2,112		$	4,752		$	3,068

The consolidating statement of operations for BlueLinx Holdings Inc. for the period from December 30, 2012 to September 28, 2013 follows (in thousands):


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,665,697		$	20,663		$	(20,663	)	$	1,665,697
Cost of sales		—			1,491,563			—			—			1,491,563
Gross profit		—			174,134			20,663			(20,663	)		174,134
Operating expenses (income):
Selling, general, and administrative		1,981			205,279			(1,413	)		(20,663	)		185,184
Depreciation and amortization		—			3,982			2,565			—			6,547
Total operating expenses (income)		1,981			209,261			1,152			(20,663	)		191,731
Operating (loss) income		(1,981	)		(35,127	)		19,511			—			(17,597	)
Non-operating expenses (income):
Interest expense		—			10,302			10,724			—			21,026
Other expense (income), net		—			263			(11	)		—			252
(Loss) income before (benefit from) provision for income taxes		(1,981	)		(45,692	)		8,798			—			(38,875	)
(Benefit from) provision for income taxes		(48	)		(938	)		272			—			(714	)
Equity in loss of subsidiaries		(36,228	)		—			—			36,228			—
Net (loss) income	$	(38,161	)	$	(44,754	)	$	8,526		$	36,228		$	(38,161	)

The consolidating statement of operations for BlueLinx Holdings Inc. for the period from January 1, 2012 to September 29, 2012 follows (in thousands):


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,467,544		$	21,443		$	(21,443	)	$	1,467,544
Cost of sales		—			1,289,593			—			—			1,289,593
Gross profit		—			177,951			21,443			(21,443	)		177,951
Operating expenses (income):
Selling, general, and administrative		(6,386	)		189,597			(410	)		(21,443	)		161,358
Depreciation and amortization		—			3,907			2,646			—			6,553
Total operating expenses (income)		(6,386	)		193,504			2,236			(21,443	)		167,911
Operating (loss) income		6,386			(15,553	)		19,207			—			10,040
Non-operating expenses (income):
Interest expense		—			9,106			12,295			—			21,401
Other income, net		—			(18	)		(11	)		—			(29	)
(Loss) income before (benefit from) provision for income taxes		6,386			(24,641	)		6,923			—			(11,332	)
(Benefit from) provision for income taxes		217			(126	)		234			—			325
Equity in loss of subsidiaries		(17,826	)		—			—			17,826			—
Net (loss) income	$	(11,657	)	$	(24,515	)	$	6,689		$	17,826		$	(11,657	)

The consolidating balance sheet for BlueLinx Holdings Inc. as of September 28, 2013 follows (in thousands):


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash	$	76		$	6,793		$	—		$	—			6,869
Receivables		—			207,927			—			—			207,927
Inventories		—			259,722			—			—			259,722
Other current assets		1,175			17,084			11,437			—			29,696
Intercompany receivable		74,259			33,978			—			(108,237	)		—
Total current assets		75,510			525,504			11,437			(108,237	)		504,214
Property and equipment:
Land and land improvements		—			3,211			37,842			—			41,053
Buildings		—			10,729			79,657			—			90,386
Machinery and equipment		—			78,145			—			—			78,145
Construction in progress		—			2,415			—			—			2,415
Property and equipment, at cost		—			94,500			117,499			—			211,999
Accumulated depreciation		—			(73,523	)		(30,825	)		—			(104,348	)
Property and equipment, net		—			20,977			86,674			—			107,651
Investment in subsidiaries		(56,600	)		—			—			56,600			—
Non-current deferred income tax assets		—			445			—			—			445
Other non-current assets		—			11,785			5,165			—			16,950
Total assets	$	18,910		$	558,711		$	103,276		$	(51,637	)	$	629,260
Liabilities:
Current liabilities:
Accounts payable	$	1,207		$	108,313		$	—		$	—		$	109,520
Bank overdrafts		—			20,463			—			—			20,463
Accrued compensation		—			4,678			—			—			4,678
Current maturities of long-term debt		—			49,353			11,504			—			60,857
Deferred income taxes, net		—			449			—			—			449
Other current liabilities		—			14,349			1,063			—			15,412
Intercompany payable		33,978			74,259			—			(108,237	)		—
Total current liabilities		35,185			271,864			12,567			(108,237	)		211,379
Non-current liabilities:
Long-term debt		—			190,092			186,922			—			377,014
Other non-current liabilities		—			57,142			—			—			57,142
Total liabilities		35,185			519,098			199,489			(108,237	)		645,535
Stockholders’(deficit) equity/parent’s investment		(16,275	)		39,613			(96,213	)		56,600			(16,275	)
Total liabilities and stockholders’(deficit) equity/parent’s investment	$	18,910		$	558,711		$	103,276		$	(51,637	)	$	629,260

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 September 28, 2013 follows (in thousands):


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(38,161	)	$	(44,754	)	$	8,526		$	36,228		$	(38,161	)
Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities:
Depreciation and amortization		—			3,982			2,565			—			6,547
Amortization of debt issuance costs		—			1,405			991			—			2,396
Write off of debt issuance costs		—			119			—			—			119
Gain (loss) from the sale of properties		—			556			(4,464	)		—			(3,908	)
Gain from property insurance settlement		—			—			—			—			—
Vacant property charges, net		—			1,398			—			—			1,398
Severance charges		—			4,703			—			—			4,703
Payments on modification of lease agreement		—			—			—			—			—
Deferred income tax benefit		—			—			—			—			—
Stock-based compensation expense		895			4,682			—			—			5,577
Increase in restricted cash related to insurance and other		—			(2,028	)		—			—			(2,028	)
Other		294			2,080			(1,254	)		—			1,120
Equity in earnings of subsidiaries		36,228			—			—			(36,228	)		—
Intercompany receivable		(278	)		(5,164	)		—			5,442			—
Intercompany payable		5,164			278			—			(5,442	)		—
		4,142			(32,743	)		6,364			—			(22,237	)
Changes in primary working capital components:
Receivables		—			(50,462	)		—			—			(50,462	)
Inventories		—			(29,663	)		—			—			(29,663	)
Accounts payable		902			31,057			(391	)		—			31,568
Net cash provided by (used in) operating activities		5,044			(81,811	)		5,973			—			(70,794	)
Cash flows from investing activities:
Investment in subsidiaries		(40,844	)		37,924			2,920			—			—
Property, plant and equipment investments		—			(4,005	)		—			—			(4,005	)
Proceeds from disposition of assets		—			442			7,631			—			8,073
Net cash (used in) provided by investing activities		(40,844	)		34,361			10,551			—			4,068
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		—			(422,231	)		—			—			(422,231	)
Borrowings from the revolving credit facilities		—			490,264			—			—			490,264
Payments of principal on mortgage		—			—			(7,554	)		—			(7,554	)
Payments on capital lease obligations		—			(1,152	)		—			—			(1,152	)
Decrease in bank overdrafts		—			(14,921	)		—			—			(14,921	)
Increase in restricted cash related to the mortgage		—			—			(8,970	)		—			(8,970	)
Debt issuance costs		—			(2,893	)		—			—			(2,893	)
Proceeds from rights offering, less expenses paid		38,715			—			—			—			38,715
Net cash provided by (used in) financing activities		35,848			49,083			(16,524	)		—			68,407
Increase in cash		48			1,633			—			—			1,681
Balance, beginning of period		28			5,160			—			—			5,188
Balance, end of period	$	76		$	6,793		$	—		$	—		$	6,869

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

The consolidating statement of cash flows for BlueLinx Holdings Inc. for the period from January 1, 2012 to September 29, 2012 follows (in thousands):


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(11,657	)	$	(24,515	)	$	6,689		$	17,826		$	(11,657	)
Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities:
Depreciation and amortization		—			3,907			2,646			—			6,553
Amortization of debt issuance costs		—			1,855			944			—			2,799
Gain from the sale of properties		—			—			(9,680	)		—			(9,680	)
Gain from property insurance settlement		—			—			(476	)		—			(476	)
Vacant property charges, net		—			(30	)		—			—			(30	)
Payments on modification of lease agreement		—			(5,875	)		—			—			(5,875	)
Deferred income tax benefit		—			(24	)		—			—			(24	)
Stock-based compensation expense		430			1,667			—			—			2,097
Increase in restricted cash related to insurance and other		—			(123	)		—			—			(123	)
Other		82			6,354			(1,927	)		—			4,509
Equity in earnings of subsidiaries		17,826			—			—			(17,826	)		—
Intercompany receivable		(317	)		(2,592	)		—			2,909			—
Intercompany payable		2,592			317			—			(2,909	)		—
		8,956			(19,059	)		(1,804	)		—			(11,907	)
Changes in primary working capital components:
Receivables		—			(52,868	)		—			—			(52,868	)
Inventories		—			(34,675	)		—			—			(34,675	)
Accounts payable		801			11,975			—			—			12,776
Net cash provided by (used in) operating activities		9,757			(94,627	)		(1,804	)		—			(86,674	)
Cash flows from investing activities:
Investment in subsidiaries		(9,756	)		770			8,986			—			—
Property, plant and equipment investments		—			(2,490	)		—			—			(2,490	)
Proceeds from disposition of assets		—			144			18,417			—			18,561
Net cash (used in) provided by investing activities		(9,756	)		(1,576	)		27,403			—			16,071
Cash flows from financing activities:
Repurchase of shares to satisfy employee tax withholdings		—			(446	)		—			—			(446	)
Repayments on the revolving credit facilities		—			(345,674	)		—			—			(345,674	)
Borrowings from the revolving credit facilities		—			436,374			—			—			436,374
Payments of principal on mortgage		—			—			(8,370	)		—			(8,370	)
Payments on capital lease obligations		—			(604	)		—			—			(604	)
Increase in restricted cash related to the mortgage		—			—			(15,546	)		—			(15,546	)
Increase in bank overdrafts		—			9,528						—			9,528
Debt financing costs		—			—			(1,683	)		—			(1,683	)
Net cash provided by (used in) financing activities		—			99,178			(25,599	)		—			73,579
Increase in cash		1			2,975			—			—			2,976
Balance, beginning of period		27			4,871			—			—			4,898
Balance, end of period	$	28		$	7,846		$	—		$	—		$	7,874

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