Consolidating Guarantor and Nonguarantor Financial Information

6 Months Ended

Jun. 30, 2013

Consolidating Guarantor and Nonguarantor Financial Information [Abstract]

Consolidating Guarantor and Nonguarantor Financial Information

The following consolidating financial information presents the Statements of Comprehensive Income (Loss), Balance Sheets, and Cash Flows related to Boise Cascade. The Senior Notes are guaranteed fully and unconditionally and jointly and severally by each of our existing and future subsidiaries (other than our foreign subsidiaries). Each of our existing subsidiaries that is a guarantor of the Senior Notes is 100% owned by Boise Cascade. Other than the consolidated financial statements and footnotes for Boise Cascade and the consolidating financial information, financial statements and other disclosures concerning the guarantors have not been presented because management believes that such information is not material to investors. The reclassifications to net income from accumulated other comprehensive loss are recorded primarily in our guarantor subsidiaries.

Furthermore, the cancellation provisions in the related indenture regarding guarantor subsidiaries are customary, and they do not include an arrangement that permits a guarantor subsidiary to opt out of the obligation prior to or during the term of the debt. Each guarantor subsidiary is automatically released from its obligations as a guarantor upon the sale of the subsidiary or substantially all of its assets to a third party, the designation of the subsidiary as an unrestricted subsidiary for purposes of the covenants included in the indenture, the release of the indebtedness under the indenture, or if the issuer exercises its legal defeasance option or the discharge of its obligations in accordance with the indenture governing the Senior Notes.

Boise Cascade Company and Subsidiaries

Consolidating Statements of Comprehensive Income (Loss)

For the Three Months Ended June 30, 2013

(unaudited)



	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Sales
Trade	$	—		$	848,515		$	3,780		$	—		$	852,295
Intercompany	—			—			2,920			(2,920		)	—
	—			848,515			6,700			(2,920		)	852,295

Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	—			746,539			7,692			(3,235		)	750,996
Depreciation and amortization	33			8,429			304			—			8,766
Selling and distribution expenses	—			59,461			641			—			60,102
General and administrative expenses	4,045			5,891			—			315			10,251
Other (income) expense, net	5			261			(305		)	—			(39		)
	4,083			820,581			8,332			(2,920		)	830,076

Income (loss) from operations	(4,083		)	27,934			(1,632		)	—			22,219

Foreign exchange loss	(200		)	(69		)	(22		)	—			(291		)
Interest expense	(4,781		)	—			—			—			(4,781		)
Interest income	27			35			—			—			62
	(4,954		)	(34		)	(22		)	—			(5,010		)

Income (loss) before income taxes and equity in net income of affiliates	(9,037		)	27,900			(1,654		)	—			17,209
Income tax provision	(6,797		)	—			—			—			(6,797		)

Income (loss) before equity in net income of affiliates	(15,834		)	27,900			(1,654		)	—			10,412
Equity in net income of affiliates	26,246			—			—			(26,246		)	—
Net income (loss)	10,412			27,900			(1,654		)	(26,246		)	10,412

Other comprehensive income, net of tax
Defined benefit pension plans
Amortization of actuarial loss	1,411			—			—			—			1,411
Amortization of prior service costs	14			—			—			—			14
Other comprehensive income, net of tax	1,425			—			—			—			1,425
Comprehensive income (loss)	$	11,837		$	27,900		$	(1,654	)	$	(26,246	)	$	11,837

Boise Cascade Company and Subsidiaries

Consolidating Statements of Comprehensive Income (Loss)

For the Three Months Ended June 30, 2012

(unaudited)



	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Sales
Trade	$	—		$	729,794		$	3,106		$	—		$	732,900
Intercompany	—			—			3,276			(3,276		)	—
	—			729,794			6,382			(3,276		)	732,900

Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	—			629,755			6,352			(3,500		)	632,607
Depreciation and amortization	32			7,857			449			—			8,338
Selling and distribution expenses	—			59,691			777			—			60,468
General and administrative expenses	4,040			6,424			1			224			10,689
Other (income) expense, net	31			953			(331		)	—			653
	4,103			704,680			7,248			(3,276		)	712,755

Income (loss) from operations	(4,103		)	25,114			(866		)	—			20,145

Foreign exchange loss	(25		)	(134		)	(130		)	—			(289		)
Interest expense	(4,818		)	—			—			—			(4,818		)
Interest income	38			49			—			—			87
	(4,805		)	(85		)	(130		)	—			(5,020		)

Income (loss) before income taxes and equity in net income of affiliates	(8,908		)	25,029			(996		)	—			15,125
Income tax provision	(75		)	(3		)	—			—			(78		)

Income (loss) before equity in net income of affiliates	(8,983		)	25,026			(996		)	—			15,047
Equity in net income of affiliates	24,030			—			—			(24,030		)	—
Net income (loss)	15,047			25,026			(996		)	(24,030		)	15,047

Other comprehensive income, net of tax
Defined benefit pension plans
Amortization of actuarial loss	1,958			—			—			—			1,958
Amortization of prior service costs	42			—			—			—			42
Other comprehensive income, net of tax	2,000			—			—			—			2,000
Comprehensive income (loss)	$	17,047		$	25,026		$	(996	)	$	(24,030	)	$	17,047

Boise Cascade Company and Subsidiaries

Consolidating Statements of Comprehensive Income (Loss)

For the Six Months Ended June 30, 2013

(unaudited)



	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Sales
Trade	$	—		$	1,590,898		$	6,275		$	—		$	1,597,173
Intercompany	—			—			5,558			(5,558		)	—
	—			1,590,898			11,833			(5,558		)	1,597,173

Costs and expenses
Materials, labor, and other operating expenses, (excluding depreciation)	—			1,388,126			13,662			(5,945		)	1,395,843
Depreciation and amortization	79			16,553			611			—			17,243
Selling and distribution expenses	—			115,833			1,273			—			117,106
General and administrative expenses	8,148			11,762			—			387			20,297
Other (income) expense, net	7			487			(667		)	—			(173		)
	8,234			1,532,761			14,879			(5,558		)	1,550,316

Income (loss) from operations	(8,234		)	58,137			(3,046		)	—			46,857

Foreign exchange loss	(230		)	(113		)	(28		)	—			(371		)
Interest expense	(9,672		)	—			—			—			(9,672		)
Interest income	55			69			—			—			124
	(9,847		)	(44		)	(28		)	—			(9,919		)

Income (loss) before income taxes and equity in net income of affiliates	(18,081		)	58,093			(3,074		)	—			36,938
Income tax benefit	54,310			—			—			—			54,310

Income (loss) before equity in net income of affiliates	36,229			58,093			(3,074		)	—			91,248
Equity in net income of affiliates	55,019			—			—			(55,019		)	—
Net income (loss)	91,248			58,093			(3,074		)	(55,019		)	91,248

Other comprehensive income, net of tax
Defined benefit pension plans
Amortization of actuarial loss	2,806			—			—			—			2,806
Amortization of prior service costs	28			—			—			—			28
Other comprehensive income, net of tax	2,834			—			—			—			2,834
Comprehensive income (loss)	$	94,082		$	58,093		$	(3,074	)	$	(55,019	)	$	94,082

Boise Cascade Company and Subsidiaries

Consolidating Statements of Comprehensive Income (Loss)

For the Six Months Ended June 30, 2012

(unaudited)



	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Sales
Trade	$	—		$	1,314,042		$	5,844		$	—		$	1,319,886
Intercompany	—			—			6,527			(6,527		)	—
	—			1,314,042			12,371			(6,527		)	1,319,886

Costs and expenses
Materials, labor, and other operating expenses, (excluding depreciation)	—			1,137,095			12,531			(6,895		)	1,142,731
Depreciation and amortization	64			15,497			896			—			16,457
Selling and distribution expenses	—			112,750			1,532			—			114,282
General and administrative expenses	7,703			11,665			1			368			19,737
Other (income) expense, net	78			1,196			(989		)	—			285
	7,845			1,278,203			13,971			(6,527		)	1,293,492

Income (loss) from operations	(7,845		)	35,839			(1,600		)	—			26,394

Foreign exchange gain (loss)	26			(59		)	(70		)	—			(103		)
Interest expense	(9,631		)	—			—			—			(9,631		)
Interest income	89			105			—			—			194
	(9,516		)	46			(70		)	—			(9,540		)

Income (loss) before income taxes and equity in net income of affiliates	(17,361		)	35,885			(1,670		)	—			16,854
Income tax provision	(127		)	(12		)	—			—			(139		)

Income (loss) before equity in net income of affiliates	(17,488		)	35,873			(1,670		)	—			16,715
Equity in net income of affiliates	34,203			—			—			(34,203		)	—
Net income (loss)	16,715			35,873			(1,670		)	(34,203		)	16,715

Other comprehensive income, net of tax
Defined benefit pension plans
Amortization of actuarial loss	3,984			—			—			—			3,984
Amortization of prior service costs and other	83			—			—			—			83
Other comprehensive income, net of tax	4,067			—			—			—			4,067
Comprehensive income (loss)	$	20,782		$	35,873		$	(1,670	)	$	(34,203	)	$	20,782

Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at June 30, 2013 (unaudited)

	Boise Cascade Company (Parent)			Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated
	(thousands)
ASSETS
Current
Cash and cash equivalents	$	232,619		$	36	$	12	$	—		$	232,667
Receivables
Trade, less allowances	—			204,727		995		—			205,722
Related parties	17			417		—		—			434
Other	(87		)	6,466		233		—			6,612
Inventories	—			361,849		6,501		—			368,350
Deferred income taxes	19,747			—		2		—			19,749
Prepaid expenses and other	4,672			7,049		130		—			11,851
	256,968			580,544		7,873		—			845,385

Property and equipment, net	612			252,441		8,256		—			261,309
Timber deposits	—			7,267		—		—			7,267
Deferred financing costs	7,279			—		—		—			7,279
Goodwill	—			12,170		—		—			12,170
Intangible assets	—			8,900		—		—			8,900
Deferred income taxes	44,819			—		—		—			44,819
Other assets	20			7,465		1		—			7,486
Investments in affiliates	639,843			—		—		(639,843		)	—
Total assets	$	949,541		$	868,787	$	16,130	$	(639,843	)	$	1,194,615

Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at June 30, 2013 (continued) (unaudited)

	Boise Cascade Company (Parent)			Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated
	(thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable
Trade	$	10,894		$	183,339	$	973	$	—		$	195,206
Related parties	402			1,555		—		—			1,957
Accrued liabilities	—			—		—		—
Compensation and benefits	15,764			25,910		365		—			42,039
Interest payable	2,745			—		—		—			2,745
Other	1,979			28,137		759		—			30,875
	31,784			238,941		2,097		—			272,822

Debt
Long-term debt	250,000			—		—		—			250,000

Other
Compensation and benefits	195,384			—		—		—			195,384
Other long-term liabilities	10,411			4,036		—		—			14,447
	205,795			4,036		—		—			209,831

Commitments and contingent liabilities

Stockholders' equity
Preferred stock	—			—		—		—			—
Common stock	432			—		—		—			432
Additional paid-in capital	494,908			—		—		—			494,908
Accumulated other comprehensive loss	(118,395		)	—		—		—			(118,395		)
Retained earnings	85,017			—		—		—			85,017
Subsidiary equity	—			625,810		14,033		(639,843		)	—
Total stockholders' equity	461,962			625,810		14,033		(639,843		)	461,962
Total liabilities and stockholders' equity	$	949,541		$	868,787	$	16,130	$	(639,843	)	$	1,194,615

Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at December 31, 2012

	Boise Cascade Company (Parent)		Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated
	(thousands)
ASSETS
Current
Cash and cash equivalents	$	54,294	$	35	$	178	$	—		$	54,507
Receivables
Trade, less allowances	65		133,554		1,124		—			134,743
Related parties	16		658		—		—			674
Other	25		5,631		548		—			6,204
Inventories	—		320,279		5,527		—			325,806
Deferred income taxes	—		—		2		—			2
Prepaid expenses and other	914		4,576		31		—			5,521
	55,314		464,733		7,410		—			527,457

Property and equipment, net	1,284		255,869		8,771		—			265,924
Timber deposits	—		6,221		—		—			6,221
Deferred financing costs	7,562		—		—		—			7,562
Goodwill	—		12,170		—		—			12,170
Intangible assets	—		8,900		—		—			8,900
Other assets	729		7,435		—		—			8,164
Investments in affiliates	565,355		—		—		(565,355		)	—
Total assets	$	630,244	$	755,328	$	16,181	$	(565,355	)	$	836,398

Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at December 31, 2012 (continued)

	Boise Cascade Company (Parent)			Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated
	(thousands)
LIABILITIES AND STOCKHOLDER'S EQUITY
Current
Accounts payable
Trade	$	11,072		$	128,565	$	555	$	—		$	140,192
Related parties	402			1,548		—		—			1,950
Accrued liabilities
Compensation and benefits	17,272			43,938		604		—			61,814
Interest payable	3,188			—		—		—			3,188
Other	2,082			25,873		1,088		—			29,043
	34,016			199,924		2,247		—			236,187

Debt
Long-term debt	275,000			—		—		—			275,000

Other
Compensation and benefits	206,668			—		—		—			206,668
Other long-term liabilities	10,353			3,983		—		—			14,336
	217,021			3,983		—		—			221,004

Redeemable equity	6,443			—		—		—			6,443

Commitments and contingent liabilities

Stockholder's equity
Preferred stock	—			—		—		—			—
Common stock	297			—		—		—			297
Additional paid-in capital	256,927			—		—		—			256,927
Accumulated other comprehensive loss	(121,229		)	—		—		—			(121,229		)
Accumulated deficit	(38,231		)	—		—		—			(38,231		)
Subsidiary equity	—			551,421		13,934		(565,355		)	—
Total stockholder's equity	97,764			551,421		13,934		(565,355		)	97,764
Total liabilities and stockholder's equity	$	630,244		$	755,328	$	16,181	$	(565,355	)	$	836,398

Boise Cascade Company and Subsidiaries Consolidating Statements of Cash Flows For the Six Months Ended June 30, 2013 (unaudited)

	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Cash provided by (used for) operations
Net income (loss)	$	91,248		$	58,093		$	(3,074	)	$	(55,019	)	$	91,248
Items in net income (loss) not using (providing) cash
Equity in net income of affiliates	(55,019		)	—			—			55,019			—
Depreciation and amortization, including deferred financing costs and other	967			16,553			611			—			18,131
Stock-based compensation	1,073			—			—			—			1,073
Pension expense	5,434			—			—			—			5,434
Deferred income taxes	(66,314		)	—			—			—			(66,314		)
Other	—			(277		)	—			—			(277		)
Decrease (increase) in working capital
Receivables	253			(71,768		)	28			—			(71,487		)
Inventories	—			(41,570		)	(974		)	—			(42,544		)
Prepaid expenses and other	49			(2,474		)	(98		)	—			(2,523		)
Accounts payable and accrued liabilities	(2,932		)	40,101			(336		)	—			36,833
Pension contributions	(9,970		)	—			—			—			(9,970		)
Income taxes payable	(877		)	1			(5		)	—			(881		)
Other	(3,397		)	(1,148		)	(1		)	—			(4,546		)
Net cash used for operations	(39,485		)	(2,489		)	(3,849		)	—			(45,823		)
Cash provided by (used for) investment
Expenditures for property and equipment	—			(13,932		)	(110		)	—			(14,042		)
Proceeds from sales of assets	—			129			417			—			546
Other	1			(3		)	12			—			10
Net cash provided by (used for) investment	1			(13,806		)	319			—			(13,486		)
Cash provided by (used for) financing
Net proceeds from issuance of common stock	262,599			—			—			—			262,599
Issuances of long-term debt	55,000			—			—			—			55,000
Payments of long-term debt	(80,000		)	—			—			—			(80,000		)
Financing costs	(321		)	—			—			—			(321		)
Other	—			—			191			—			191
Due to (from) affiliates	(19,469		)	16,296			3,173			—			—
Net cash provided by financing	217,809			16,296			3,364			—			237,469
Net increase (decrease) in cash and cash equivalents	178,325			1			(166		)	—			178,160
Balance at beginning of the period	54,294			35			178			—			54,507
Balance at end of the period	$	232,619		$	36		$	12		$	—		$	232,667

Boise Cascade Company and Subsidiaries Consolidating Statements of Cash Flows For the Six Months Ended June 30, 2012 (unaudited)

	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Cash provided by (used for) operations
Net income (loss)	$	16,715		$	35,873		$	(1,670	)	$	(34,203	)	$	16,715
Items in net income (loss) not using (providing) cash
Equity in net income of affiliates	(34,203		)	—			—			34,203			—
Depreciation and amortization, including deferred financing costs and other	1,271			15,497			896			—			17,664
Pension expense	6,394			—			—			—			6,394
Other	(30		)	(123		)	(316		)	—			(469		)
Decrease (increase) in working capital, net of acquisitions
Receivables	936			(59,643		)	(719		)	(56		)	(59,482		)
Inventories	—			(34,363		)	(791		)	—			(35,154		)
Prepaid expenses and other	104			(2,291		)	(64		)	—			(2,251		)
Accounts payable and accrued liabilities	2,220			66,382			(423		)	56			68,235
Pension contributions	(7,874		)	—			—			—			(7,874		)
Income taxes payable	(36		)	12			(5		)	—			(29		)
Other	865			169			—			—			1,034
Net cash provided by (used for) operations	(13,638		)	21,513			(3,092		)	—			4,783
Cash provided by (used for) investment
Expenditures for property and equipment	(28		)	(10,843		)	(81		)	—			(10,952		)
Acquisitions of businesses and facilities	—			(2,355		)	—			—			(2,355		)
Proceeds from sales of assets	—			145			—			—			145
Other	(3		)	2			—			—			(1		)
Net cash used for investment	(31		)	(13,051		)	(81		)	—			(13,163		)
Cash provided by (used for) financing
Due to (from) affiliates	5,317			(8,454		)	3,137			—			—
Net cash provided by (used for) financing	5,317			(8,454		)	3,137			—			—
Net increase (decrease) in cash and cash equivalents	(8,352		)	8			(36		)	—			(8,380		)
Balance at beginning of the period	182,326			20			109			—			182,455
Balance at end of the period	$	173,974		$	28		$	73		$	—		$	174,075