Unaudited Supplemental Consolidating Financial Statements

6 Months Ended

Jul. 05, 2014

Supplemental Condensed Consolidating Financial Statements [Abstract]

Unaudited Supplemental Consolidating Financial Statements

13. Unaudited Supplemental Consolidating Financial Statements

The consolidating financial information as of July 5, 2014, and January 4, 2014, 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 January 4, 2014, for a more detailed discussion of these restrictions and the terms of the facility). Also included in the supplemental consolidated financial statements are 50 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. Certain changes have been made to the prior year presentation to conform to the current year presentation.

The consolidating statement of operations for BlueLinx Holdings Inc. for the period from April 6, 2014, to July 5, 2014 follows (in thousands):

	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	531,494		$	6,621		$	(6,621	)	$	531,494
Cost of sales		—			469,461			—			—			469,461
Gross profit		—			62,033			6,621			(6,621	)		62,033
Operating expenses (income):
Selling, general, and administrative		1,920			59,449			(4,864	)		(6,621	)		49,884
Depreciation and amortization		—			1,651			770			—			2,421
Total operating expenses (income)		1,920			61,100			(4,094	)		(6,621	)		52,305
Operating (loss) income		(1,920	)		933			10,715			—			9,728
Non-operating expenses (income):
Interest expense		—			3,537			3,322			—			6,859
Other expense (income), net		—			(36	)		(4	)		—			(40	)
(Loss) income before (benefit from) provision for income taxes		(1,920	)		(2,568	)		7,397			—			2,909
(Benefit from) provision for income taxes		(72	)		(521	)		266			—			(327	)
Equity in (loss) income of subsidiaries		5,084			—			—			(5,084	)		—
Net (loss) income	$	3,236		$	(2,047	)	$	7,131		$	(5,084	)	$	3,236

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 (income):
Selling, general, and administrative		1,901			73,339			158			(6,888	)		68,510
Depreciation and amortization		—			1,353			876			—			2,229
Total operating expenses (income)		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 expense (income), net		—			131			(3	)		—			128
(Loss) income before provision for income taxes		(1,901	)		(22,981	)		2,284			—			(22,598	)
(Benefit from) provision for income taxes		(70	)		(293	)		71			—			(292	)
Equity in (loss) income 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 January 5, 2014, to July 5, 2014, follows (in thousands):

	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	975,438		$	13,287		$	(13,287	)	$	975,438
Cost of sales		—			860,729			—			—			860,729
Gross profit		—			114,709			13,287			(13,287	)		114,709
Operating expenses (income):
Selling, general, and administrative		3,352			116,710			(4,904	)		(13,287	)		101,871
Depreciation and amortization		—			3,200			1,573			—			4,773
Total operating expenses (income)		3,352			119,910			(3,331	)		(13,287	)		106,644
Operating (loss) income		(3,352	)		(5,201	)		16,618			—			8,065
Non-operating expenses (income):
Interest expense		—			6,660			6,653			—			13,313
Other expense (income), net		—			125			(5	)		—			120
(Loss) income before (benefit from) provision for income taxes		(3,352	)		(11,986	)		9,970			—			(5,368	)
(Benefit from) provision for income taxes		(117	)		(217	)		338			—			4
Equity in (loss) income of subsidiaries		(2,137	)		—			—			2,137			—
Net (loss) income	$	(5,372	)	$	(11,769	)	$	9,632		$	2,137		$	(5,372	)

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 (income):
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 (income)		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 income taxes		(3,174	)		(36,601	)		4,741			—			(35,034	)
(Benefit from) provision for income taxes		(97	)		(128	)		146			—			(79	)
Equity in (loss) income of subsidiaries		(31,878	)		—			—			31,878			—
Net (loss) income	$	(34,955	)	$	(36,473	)	$	4,595		$	31,878		$	(34,955	)

The consolidating balance sheet for BlueLinx Holdings Inc. as of July 5, 2014, follows (in thousands):


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash	$	27		$	7,668		$	—		$	—		$	7,695
Receivables		—			205,506			—			—			205,506
Inventories		—			267,644			—			—			267,644
Deferred income tax asset, net		—			—			397			(397	)		—
Other current assets		1,010			28,490			248			—			29,748
Intercompany receivable		74,798			32,024			—			(106,822	)		—
Total current assets		75,835			541,332			645			(107,219	)		510,593
Property and equipment:
Land and land improvements		—			4,048			37,034			—			41,082
Buildings		—			11,332			78,794			—			90,126
Machinery and equipment		—			77,167			—			—			77,167
Construction in progress		—			292			—			—			292
Property and equipment, at cost		—			92,839			115,828			—			208,667
Accumulated depreciation		—			(67,424	)		(32,885	)		—			(100,309	)
Property and equipment, net		—			25,415			82,943			—			108,358
Investment in subsidiaries		(54,842	)		—			—			54,842			—
Non-current deferred income tax assets, net		—			1,221			—			(397	)		824
Other non-current assets		—			10,077			3,868			—			13,945
Total assets	$	20,993		$	578,045		$	87,456		$	(52,774	)	$	633,720
Liabilities:
Current liabilities:
Accounts payable	$	655		$	99,230		$	—		$	—		$	99,885
Bank overdrafts		—			22,579			—			—			22,579
Accrued compensation		55			5,595			—			—			5,650
Current maturities of long-term debt		—			78,799			2,396			—			81,195
Deferred income taxes, net		—			1,220			—			(397	)		823
Other current liabilities		—			13,280			690			—			13,970
Intercompany payable		29,854			74,798			2,170			(106,822	)		—
Total current liabilities		30,564			295,501			5,256			(107,219	)		224,102
Non-current liabilities:
Long-term debt		—			205,871			174,788			—			380,659
Non-current deferred income taxes		—			—			397			(397	)		—
Other non-current liabilities		456			38,530			—			—			38,986
Total liabilities		31,020			539,902			180,441			(107,616	)		643,747
Stockholders’(deficit) equity/Parent’s Investment		(10,027	)		38,143			(92,985	)		54,842			(10,027	)
Total liabilities and (deficit) equity	$	20,993		$	578,045		$	87,456		$	(52,774	)	$	633,720

The consolidating balance sheet for BlueLinx Holdings Inc. as of January 4, 2014, follows (in thousands):


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash	$	47		$	4,987		$	—		$	—		$	5,034
Receivables		—			150,297			—			—			150,297
Inventories		—			223,580			—			—			223,580
Deferred income tax asset, net		—			—			397			(397	)		—
Other current assets		790			20,208			1,816			—			22,814
Intercompany receivable		68,454			26,374			—			(94,828	)		—
Total current assets		69,291			425,446			2,213			(95,225	)		401,725
Property and equipment:
Land and land improvements		—			4,040			37,136			—			41,176
Buildings		—			10,839			79,243			—			90,082
Machinery and equipment		—			73,004			—			—			73,004
Construction in progress		—			3,028			—			—			3,028
Property and equipment, at cost		—			90,911			116,379			—			207,290
Accumulated depreciation		—			(64,557	)		(31,614	)		—			(96,171	)
Property and equipment, net		—			26,354			84,765			—			111,119
Investment in subsidiaries		(47,735	)		—			—			47,735			—
Non-current deferred income tax assets, net		—			1,221			—			(397	)		824
Other non-current assets		—			11,768			3,053			—			14,821
Total assets	$	21,556		$	464,789		$	90,031		$	(47,887	)	$	528,489
Liabilities:
Current liabilities:
Accounts payable	$	1,080		$	59,283		$	—		$	—		$	60,363
Bank overdrafts		—			19,377			—			—			19,377
Accrued compensation		—			4,173			—			—			4,173
Current maturities of long-term debt		—			—			9,141			—			9,141
Deferred income tax liabilities, net		—			1,220			—			(397	)		823
Other current liabilities		—			11,727			1,222			—			12,949
Intercompany payable		26,374			68,454			—			(94,828	)		—
Total current liabilities		27,454			164,234			10,363			(95,225	)		106,826
Non-current liabilities:
Long-term debt		—			211,193			176,045			—			387,238
Non-current deferred income taxes		—			—			397			(397	)		—
Other non-current liabilities		—			40,323			—			—			40,323
Total liabilities		27,454			415,750			186,805			(95,622	)		534,387
Stockholders’ (deficit) equity/Parent’s Investment		(5,898	)		49,039			(96,774	)		47,735			(5,898	)
Total liabilities and (deficit) equity	$	21,556		$	464,789		$	90,031		$	(47,887	)	$	528,489

The consolidating statement of cash flows for BlueLinx Holdings Inc. for the period from January 5, 2014, to July 5, 2014, follows (in thousands):


	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(5,372	)	$	(11,769	)	$	9,632		$	2,137		$	(5,372	)
Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities:
Depreciation and amortization		—			3,200			1,573			—			4,773
Amortization of debt issue costs		—			978			711			—			1,689
Gain from the sale of properties		—			—			(5,251	)		—			(5,251	)
Severance charges		—			1,276			—			—			1,276
Restructuring payments		—			(1,597	)		—			—			(1,597	)
Share-based compensation expense		1,455			1,418			—			—			2,873
Intraperiod income tax allocation related to the hourly pension plan		—			(150	)		—			—			(150	)
Pension expense		—			450			—			—			450
Increase in restricted cash related to insurance and other		—			(701	)		—			—			(701	)
Increase in prepaid assets		—			(7,288	)		—			—			(7,288	)
Other		291			1,938			(822	)		(785	)		622
Equity (deficit) in earnings of subsidiaries		2,127			—			—			(2,127	)		—
Intercompany receivable		(6,344	)		(5,650	)		—			11,994			—
Intercompany payable		3,480			6,344			2,170			(11,994	)		—
		(4,363	)		(11,551	)		8,013			(775	)		(8,676	)
Changes in primary working capital components:
Receivables		—			(55,209	)		—			—			(55,209	)
Inventories		—			(44,064	)		—			—			(44,064	)
Accounts payable		(327	)		39,945			—			2			39,620
Net cash (used in) provided by operating activities		(4,690	)		(70,879	)		8,013			(773	)		(68,329	)
Cash flows from investing activities:
Investment in subsidiaries		4,989			89			(5,851	)		773			—
Property, plant and equipment investments		—			(1,253	)		—			—			(1,253	)
Proceeds from disposition of assets		—			94			7,119			—			7,213
Net cash provided by (used in) investing activities		4,989			(1,070	)		1,268			773			5,960
Cash flows from financing activities:
Repurchase of shares to satisfy employee tax withholdings		(221	)		(673	)		—			—			(894	)
Repayments on revolving credit facilities		—			(216,746	)		—			—			(216,746	)
Borrowings on revolving credit facilities		—			290,224			—			—			290,224
Payments of principal on mortgage		—			—			(8,262	)		—			(8,262	)
Payments on capital lease obligations		—			(1,176	)		—			—			(1,176	)
Increase in bank overdrafts		—			3,202			—			—			3,202
Increase in restricted cash related to the mortgage		—			—			(1,019	)		—			(1,019	)
(Payments on) proceeds from stock offering, less expenses paid		(98	)		—			—			—			(98	)
Debt issuance costs		—			(201	)		—			—			(201	)
Net cash (used in) provided by financing activities		(319	)		74,630			(9,281	)		—			65,030
Increase in cash		(20	)		2,681			—			—			2,661
Balance, beginning of period		47			4,987			—			—			5,034
Balance, end of period	$	27		$	7,668		$	—		$	—		$	7,695

Noncash transactions:
Capital leases	$	—		$	1,107		$	—		$	—		$	1,107

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 (used in) provided by operating activities:
Depreciation and amortization		—			2,650			1,752			—			4,402
Amortization of debt issue costs		—			1,010			661			—			1,671
Write off of debt issuance costs		—			119			—			—			119
Gain from the sale of properties		—			—			(230	)		—			(230	)
Severance charges		—			4,331			—			—			4,331
Intraperiod income tax allocation related to the hourly pension plan		—			(560	)		—			—			(560	)
Pension expense		—			2,295			—			—			2,295
Share-based compensation expense, excluding restructuring related		519			1,360			—			—			1,879
Share-based compensation expense, restructuring related		—			2,448			—			—			2,448
Increase in restricted cash related to insurance and other		—			(85	)		—			—			(85	)
Increase in prepaid assets		—			(1,607	)		—			—			(1,607	)
Other		828			965			(1,066	)		—			727
Equity (deficit) 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 revolving credit facilities		—			(266,845	)		—			—			(266,845	)
Borrowings on 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	)
(Payments on) 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	$	—		$	—		$	—		$	—		$	—