Supplemental Condensed Consolidating Financial Statements | Supplemental Condensed Consolidating Financial Statements The condensed consolidating financial information as of January 2, 2016 , and January 3, 2015 , and for fiscal 2015 , fiscal 2014 , and fiscal 2013 is provided due to requirements in our U.S. 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. Also included in the supplemental condensed consolidated/combining financial statements are fifty-one 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. In addition, the Company’s equity interests in the real estate subsidiaries which hold the real estate secured by the mortgage loan are subject to a first priority interest and second priority interest in favor of the mortgage lender and U.S. revolving credit facility lender, respectively. Certain changes have been made to the prior year presentation to conform to the current year presentation. The condensed consolidating statement of operations for BlueLinx Holdings Inc. for the fiscal year ended January 2, 2016 , follows: BlueLinx Holdings BlueLinx Corporation and Subsidiaries LLC Subsidiaries Eliminations Consolidated (In thousands) Net sales $ — $ 1,916,585 $ 26,084 $ (26,084 ) $ 1,916,585 Cost of sales — 1,694,113 — — 1,694,113 Gross profit — 222,472 26,084 (26,084 ) 222,472 Operating expenses: Selling, general, and administrative 3,483 219,389 211 (27,142 ) 195,941 Depreciation and amortization — 6,713 3,028 — 9,741 Total operating expenses 3,483 226,102 3,239 (27,142 ) 205,682 Operating income (loss) (3,483 ) (3,630 ) 22,845 1,058 16,790 Non-operating expenses: Interest expense — 14,944 12,398 — 27,342 Other expense (income), net — 878 (7 ) — 871 Income (loss) before provision for (benefit from) income taxes (3,483 ) (19,452 ) 10,454 1,058 (11,423 ) Provision for (benefit from) income taxes (91 ) (29 ) 273 — 153 Equity income (loss) of subsidiaries (9,242 ) — — 9,242 — Net income (loss) $ (12,634 ) $ (19,423 ) $ 10,181 $ 10,300 $ (11,576 ) The condensed consolidating statement of operations for BlueLinx Holdings Inc. for the fiscal year ended January 3, 2015 , follows: BlueLinx Holdings BlueLinx Corporation and Subsidiaries LLC Subsidiaries Eliminations Consolidated (In thousands) Net sales $ — $ 1,979,393 $ 26,329 $ (26,329 ) $ 1,979,393 Cost of sales — 1,750,289 — — 1,750,289 Gross profit — 229,104 26,329 (26,329 ) 229,104 Operating expenses: Selling, general, and administrative 5,498 237,437 (5,260 ) (26,329 ) 211,346 Gains from sales of property — (5,251 ) — — (5,251 ) Depreciation and amortization — 6,405 3,068 — 9,473 Total operating expenses 5,498 238,591 (2,192 ) (26,329 ) 215,568 Operating income (loss) (5,498 ) (9,487 ) 28,521 — 13,536 Non-operating expenses: Interest expense — 13,688 13,083 — 26,771 Other expense (income), net — 337 (12 ) — 325 Income (loss) before provision for (benefit from) income taxes (5,498 ) (23,512 ) 15,450 — (13,560 ) Provision for (benefit from) income taxes (160 ) 22 450 — 312 Equity income (loss) of subsidiaries (8,534 ) — — 8,534 — Net income (loss) $ (13,872 ) $ (23,534 ) $ 15,000 $ 8,534 $ (13,872 ) The condensed consolidating statement of operations for BlueLinx Holdings Inc. for the fiscal year ended January 4, 2014 , follows: BlueLinx Holdings BlueLinx Corporation and Subsidiaries LLC Subsidiaries Eliminations Consolidated (In thousands) Net sales $ — $ 2,151,972 $ 27,363 $ (27,363 ) $ 2,151,972 Cost of sales — 1,923,489 — — 1,923,489 Gross profit — 228,483 27,363 (27,363 ) 228,483 Operating expenses: Selling, general, and administrative 5,913 272,452 (5,115 ) (27,363 ) 245,887 Gains from sales of property — (5,220 ) — — (5,220 ) Depreciation and amortization — 5,700 3,417 — 9,117 Total operating expenses 5,913 272,932 (1,698 ) (27,363 ) 249,784 Operating income (loss) (5,913 ) (44,449 ) 29,061 — (21,301 ) Non-operating expenses: Interest expense — 13,686 14,338 — 28,024 Other expense (income), net — 318 (12 ) — 306 Income (loss) before provision for (benefit from) income taxes (5,913 ) (58,453 ) 14,735 — (49,631 ) Provision for (benefit from) income taxes (157 ) (9,248 ) 392 — (9,013 ) Equity income (loss) of subsidiaries (34,862 ) — — 34,862 — Net income (loss) $ (40,618 ) $ (49,205 ) $ 14,343 $ 34,862 $ (40,618 ) The condensed consolidating balance sheet for BlueLinx Holdings Inc. as of January 2, 2016 , follows: BlueLinx Holdings Inc. BlueLinx Corporation and Subsidiaries LLC Subsidiaries Eliminations Consolidated (In thousands) Assets: Current assets: Cash $ 27 $ 4,781 $ — $ — $ 4,808 Receivables — 138,545 — — 138,545 Inventories — 226,660 — — 226,660 Other current assets 235 20,691 11,085 — 32,011 Intercompany receivable 76,307 33,908 — (110,215 ) — Total current assets 76,569 424,585 11,085 (110,215 ) 402,024 Property and equipment: Land and improvements — 4,085 36,023 — 40,108 Buildings — 11,351 77,655 — 89,006 Machinery and equipment — 79,173 — — 79,173 Construction in progress — 255 — — 255 Property and equipment, at cost — 94,864 113,678 — 208,542 Accumulated depreciation — (70,384 ) (36,582 ) — (106,966 ) Property and equipment, net — 24,480 77,096 — 101,576 Investment in subsidiaries (87,787 ) — — 87,787 — Other non-current assets — 8,034 1,508 — 9,542 Total assets $ (11,218 ) $ 457,099 $ 89,689 $ (22,428 ) $ 513,142 Liabilities: Current liabilities: Accounts payable $ 577 $ 87,510 $ — $ — $ 88,087 Bank overdrafts — 17,287 — — 17,287 Accrued compensation — 4,165 — — 4,165 Current maturities of long-term debt — 5,974 637 — 6,611 Other current liabilities 192 13,672 159 — 14,023 Intercompany payable 33,909 76,306 — (110,215 ) — Total current liabilities 34,678 204,914 796 (110,215 ) 130,173 Non-current liabilities: Long-term debt — 210,920 166,853 — 377,773 Pension benefit obligation — 36,791 — — 36,791 Other non-current liabilities — 14,480 (179 ) — 14,301 Total liabilities 34,678 467,105 167,470 (110,215 ) 559,038 Stockholders’ equity (deficit)/Parent’s investment (45,896 ) (10,006 ) (77,781 ) 87,787 (45,896 ) Total liabilities and stockholders’ equity (deficit) $ (11,218 ) $ 457,099 $ 89,689 $ (22,428 ) $ 513,142 The condensed consolidating balance sheet for BlueLinx Holdings Inc. as of January 3, 2015 , follows: BlueLinx Holdings Inc. BlueLinx Corporation and Subsidiaries LLC Subsidiaries Eliminations Consolidated (In thousands) Assets: Current assets: Cash $ 27 $ 4,495 $ — $ — $ 4,522 Receivables — 144,537 — — 144,537 Inventories — 242,546 — — 242,546 Deferred income tax asset, net — — 50 (50 ) — Other current assets 228 22,353 708 — 23,289 Intercompany receivable 74,071 30,634 — (104,705 ) — Total current assets 74,326 444,565 758 (104,755 ) 414,894 Property and equipment: Land and improvements — 4,061 37,034 — 41,095 Buildings — 11,367 78,794 — 90,161 Machinery and equipment — 77,279 — — 77,279 Construction in progress — 1,188 — — 1,188 Property and equipment, at cost — 93,895 115,828 — 209,723 Accumulated depreciation — (70,077 ) (34,379 ) — (104,456 ) Property and equipment, net — 23,818 81,449 — 105,267 Investment in subsidiaries (78,264 ) — — 78,264 — Other non-current assets — 8,280 7,574 (50 ) 15,804 Total assets $ (3,938 ) $ 476,663 $ 89,781 $ (26,541 ) $ 535,965 Liabilities: Current liabilities: Accounts payable $ 606 $ 66,685 $ — $ — $ 67,291 Bank overdrafts — 27,280 — — 27,280 Accrued compensation 23 5,620 — — 5,643 Current maturities of long-term debt — — 2,679 — 2,679 Other current liabilities 413 12,910 1,076 (50 ) 14,349 Intercompany payable 30,633 74,072 — (104,705 ) — Total current liabilities 31,675 186,567 3,755 (104,755 ) 117,242 Non-current liabilities: Long-term debt — 227,343 172,914 — 400,257 Pension benefit obligation — 41,763 — — 41,763 Non-current deferred income taxes — — 50 (50 ) — Other non-current liabilities 413 12,316 — — 12,729 Total liabilities 32,088 467,989 176,719 (104,805 ) 571,991 Stockholders’ equity (deficit)/Parent’s investment (36,026 ) 8,674 (86,938 ) 78,264 (36,026 ) Total liabilities and stockholders’ equity (deficit) $ (3,938 ) $ 476,663 $ 89,781 $ (26,541 ) $ 535,965 The condensed consolidating statement of cash flows for BlueLinx Holdings Inc. for the fiscal year ended January 2, 2016 , follows (in thousands): BlueLinx Holdings Inc. BlueLinx Corporation LLC Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net (loss) income $ (12,634 ) $ (19,423 ) $ 10,181 $ 10,300 $ (11,576 ) Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities: Depreciation and amortization — 6,713 3,028 — 9,741 Amortization of debt issue costs — 1,570 1,420 — 2,990 Severance charges — 1,432 — — 1,432 Pension expense — 730 — — 730 Share-based compensation 335 1,492 — — 1,827 Other — (1,968 ) — — (1,968 ) Equity in earnings of subsidiaries 9,242 — — (9,242 ) — Intercompany receivable (2,236 ) (3,274 ) — 5,510 — Intercompany payable 3,276 2,234 — (5,510 ) — Changes in primary working capital components: Receivables — 5,992 — — 5,992 Inventories — 15,886 — — 15,886 Accounts payable (29 ) 20,825 — — 20,796 Prepaid assets (7 ) 2,926 — — 2,919 Quarterly pension contributions — (4,634 ) — — (4,634 ) Payments on restructuring liability — (726 ) — — (726 ) Other assets and liabilities (29 ) (2,423 ) (1,030 ) — (3,482 ) Net cash (used in) provided by operating activities (2,082 ) 27,352 13,599 1,058 39,927 Cash flows from investing activities: Investment in subsidiaries 2,082 — (1,024 ) (1,058 ) — Property, plant and equipment investments — (1,561 ) — — (1,561 ) Proceeds from disposition of assets — 760 — — 760 Net cash provided by (used in) investing activities 2,082 (801 ) (1,024 ) (1,058 ) (801 ) Cash flows from financing activities: Repurchase of shares to satisfy employee tax withholdings — (459 ) — — (459 ) Repayments on revolving credit facilities — (421,045 ) — — (421,045 ) Borrowings from revolving credit facilities — 409,009 — — 409,009 Payments of principal on mortgage — — (9,523 ) — (9,523 ) Payments on capital lease obligations — (3,743 ) — — (3,743 ) (Decrease) increase in bank overdrafts — (9,993 ) — — (9,993 ) Increase in restricted cash related to the mortgage — — (3,052 ) — (3,052 ) Other — (34 ) — — (34 ) Net cash provided by (used in) financing activities — (26,265 ) (12,575 ) — (38,840 ) Increase (decrease) in cash — 286 — — 286 Balance, beginning of period 27 4,495 — — 4,522 Balance, end of period $ 27 $ 4,781 $ — $ — $ 4,808 Supplemental cash flow information: Net income taxes paid during the period $ — $ 445 $ 248 $ — $ 693 Interest paid during the period $ — $ 12,795 $ 10,980 $ — $ 23,775 Noncash transactions: Capital leases $ — $ 5,075 $ — $ — $ 5,075 The condensed consolidating statement of cash flows for BlueLinx Holdings Inc. for the fiscal year ended January 3, 2015 , follows (in thousands): BlueLinx Holdings Inc. BlueLinx Corporation LLC Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net (loss) income $ (13,872 ) $ (23,534 ) $ 15,000 $ 8,534 $ (13,872 ) Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities: Depreciation and amortization — 6,405 3,068 — 9,473 Amortization of debt issue costs — 1,735 1,421 — 3,156 Gain from sale of assets — — (5,251 ) — (5,251 ) Severance charges — 2,067 — — 2,067 Pension expense — 901 — — 901 Share-based compensation 1,590 2,250 — — 3,840 Other — (148 ) — — (148 ) Equity in earnings of subsidiaries 8,534 — — (8,534 ) — Intercompany receivable (5,617 ) (4,262 ) — 9,879 — Intercompany payable 4,259 5,620 — (9,879 ) — Changes in primary working capital components: Accounts receivable — 5,760 — — 5,760 Inventories — (18,966 ) — — (18,966 ) Accounts payable (376 ) 7,402 — — 7,026 Prepaid assets 89 (1,031 ) — — (942 ) Quarterly pension contributions — (4,676 ) — — (4,676 ) Payments on restructuring liability — (2,805 ) — — (2,805 ) Other assets and liabilities 1,322 1,721 (907 ) — 2,136 Net cash (used in) provided by operating activities (4,071 ) (21,561 ) 13,331 — (12,301 ) Cash flows from investing activities: Investment in subsidiaries 4,359 806 (5,165 ) — — Property, plant and equipment investments — (3,016 ) — — (3,016 ) Proceeds from disposition of assets — 248 7,120 — 7,368 Net cash provided by (used in) investing activities 4,359 (1,962 ) 1,955 — 4,352 Cash flows from financing activities: Repurchase of shares to satisfy employee tax withholdings (210 ) (747 ) — — (957 ) Repayments on revolving credit facilities — (476,473 ) — — (476,473 ) Borrowings on revolving credit facilities — 494,794 — — 494,794 Payments of principal on mortgage — — (9,220 ) — (9,220 ) Payments on capital lease obligations — (2,228 ) — — (2,228 ) (Decrease) increase in bank overdrafts — 7,902 — — 7,902 Increase in restricted cash related to the mortgage — — (6,066 ) — (6,066 ) Other (98 ) (217 ) — — (315 ) Net cash provided by (used in) financing activities (308 ) 23,031 (15,286 ) — 7,437 Increase (decrease) in cash (20 ) (492 ) — — (512 ) Balance, beginning of period 47 4,987 — — 5,034 Balance, end of period $ 27 $ 4,495 $ — $ — $ 4,522 Supplemental cash flow information: Net income taxes paid (refunds) during the period $ — $ (40 ) $ 250 $ — $ 210 Interest paid during the period $ — $ 11,490 $ 11,657 $ — $ 23,147 Noncash transactions: Capital leases $ — $ 1,108 $ — $ — $ 1,108 The condensed consolidating statement of cash flows for BlueLinx Holdings Inc. for the fiscal year ended January 4, 2014 , follows (in thousands): BlueLinx Holdings Inc. BlueLinx Corporation LLC Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net (loss) income $ (40,618 ) $ (49,205 ) $ 14,343 $ 34,862 $ (40,618 ) Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities: Depreciation and amortization — 5,700 3,417 — 9,117 Amortization of debt issue costs — 1,841 1,343 — 3,184 Gain (loss) from sale of properties — 554 (5,774 ) — (5,220 ) Severance charges — 5,607 — — 5,607 Intraperiod income tax allocation related to pension plan — (8,894 ) — — (8,894 ) Pension expense — 4,591 — — 4,591 Share-based compensation 904 5,213 — — 6,117 Other — 1,145 (397 ) — 748 Equity (deficit) in earnings of subsidiaries 34,862 — — (34,862 ) — Intercompany receivable 5,527 2,440 — (7,967 ) — Intercompany payable (2,440 ) (5,527 ) — 7,967 — Changes in primary working capital components: Accounts receivable — 7,168 — — 7,168 Inventories — 6,479 — — 6,479 Accounts payable 779 (17,973 ) (391 ) — (17,585 ) Prepaid assets (14 ) (3,048 ) — — (3,062 ) Quarterly pension contributions — (472 ) — — (472 ) Payments on restructuring liability — (3,057 ) — — (3,057 ) Other assets and liabilities 698 (5,307 ) 625 — (3,984 ) Net cash (used in) provided by operating activities (302 ) (52,745 ) 13,166 — (39,881 ) Cash flows from investing activities: Investment in subsidiaries (35,202 ) 38,663 (3,461 ) — — Property, plant and equipment investments — (4,912 ) — — (4,912 ) Proceeds from disposition of assets — 1,072 9,293 — 10,365 Net cash provided by (used in) investing activities (35,202 ) 34,823 5,832 — 5,453 Cash flows from financing activities: Repurchase of shares to satisfy employee tax withholdings (3,192 ) — — — (3,192 ) Repayments on revolving credit facilities — (560,186 ) — — (560,186 ) Borrowings on revolving credit facilities — 599,968 — — 599,968 Payments of principal on mortgage — — (19,038 ) — (19,038 ) Payments on capital lease obligations — (3,142 ) — — (3,142 ) (Decrease) increase in bank overdrafts — (16,007 ) — — (16,007 ) Proceeds from rights offering, less expenses paid 38,715 — — — 38,715 Debt issuance costs — (2,900 ) — — (2,900 ) Other — 16 40 — 56 Net cash provided by (used in) financing activities 35,523 17,749 (18,998 ) — 34,274 Increase (decrease) in cash 19 (173 ) — — (154 ) Balance, beginning of period 28 5,160 — — 5,188 Balance, end of period $ 47 $ 4,987 $ — $ — $ 5,034 Supplemental cash flow information: Net income taxes paid during the period $ — $ 61 $ 271 $ — $ 332 Interest paid during the period $ — $ 11,226 $ 13,480 $ — $ 24,706 Noncash transactions: Capital leases $ — $ 5,069 $ — $ — $ 5,069 The condensed consolidating statement of stockholders’ equity (deficit) for BlueLinx Holdings Inc. for fiscal 2013 , fiscal 2014 , and fiscal 2015 follows: BlueLinx Holdings Inc. BlueLinx Corporation and Subsidiaries LLC Subsidiaries Eliminations Consolidated (In thousands) Balance, December 29, 2012 $ (20,592 ) $ 40,603 $ (107,656 ) $ 67,053 $ (20,592 ) Net (loss) income (40,618 ) (49,205 ) 14,343 34,862 (40,618 ) Foreign currency translation adjustment, net of tax (161 ) (161 ) — 161 (161 ) Unrealized income (loss) from pension plan, net of tax 13,910 13,910 — (13,910 ) 13,910 Issuance of restricted stock, net of forfeitures 6 6 — (6 ) 6 Issuance of performance shares 6 6 — (6 ) 6 Issuance of stock related to the rights offering, net of expenses 38,613 — — — 38,613 Compensation related to share-based grants 6,117 — — — 6,117 Impact of net settled shares for vested grants (3,193 ) — — — (3,193 ) Excess tax benefits from share-based compensation arrangements 16 — — — 16 Other (2 ) — — — (2 ) Net transactions with the Parent — 43,880 (3,461 ) (40,419 ) — Balance, January 4, 2014 (5,898 ) 49,039 (96,774 ) 47,735 (5,898 ) Net (loss) income (13,872 ) (23,534 ) 15,000 8,534 (13,872 ) Foreign currency translation adjustment, net of tax (481 ) (481 ) — 481 (481 ) Unrealized income (loss) from pension plan, net of tax (17,651 ) (17,651 ) — 17,651 (17,651 ) Issuance of restricted stock, net of forfeitures 18 — — — 18 Issuance of performance shares 10 — — — 10 Compensation related to share-based grants 2,896 — — — 2,896 Impact of net settled shares for vested grants (963 ) — — — (963 ) Excess tax benefits from share-based compensation arrangements (16 ) — — — (16 ) Other (69 ) — — — (69 ) Net transactions with the Parent — 1,301 (5,164 ) 3,863 — Balance, January 3, 2015 (36,026 ) 8,674 (86,938 ) 78,264 (36,026 ) Net (loss) income (12,634 ) (19,423 ) 10,181 10,300 (11,576 ) Foreign currency translation adjustment, net of tax (759 ) (759 ) — 759 (759 ) Unrealized income (loss) from pension plan, net of tax 410 410 — (410 ) 410 Issuance of restricted stock, net of forfeitures 5 — — — 5 Issuance of performance shares 5 — — — 5 Compensation related to share-based grants 2,051 — — — 2,051 Impact of net settled shares for vested grants (459 ) — — — (459 ) Other 1,511 — — (1,058 ) 453 Net transactions with the Parent — 1,092 (1,024 ) (68 ) — Balance, January 2, 2016 $ (45,896 ) $ (10,006 ) $ (77,781 ) $ 87,787 $ (45,896 ) |