Consolidating Guarantor and Nonguarantor Financial Information

3 Months Ended

Mar. 31, 2015

Disclosure Text Block Supplement [Abstract]

Consolidating Guarantor and Nonguarantor Financial Information

The following consolidating financial information presents the Statements of Comprehensive Income (Loss), Balance Sheets, and Statements of 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.

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 March 31, 2015

(unaudited)



	Boise Cascade Company (Parent)			Guarantor Subsidiaries		Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Sales
Trade	$	—		$	807,727	$	2,176		$	—		$	809,903
Intercompany	—			—		4,039			(4,039		)	—
	—			807,727		6,215			(4,039		)	809,903

Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	850			702,853		5,649			(4,313		)	705,039
Depreciation and amortization	58			13,239		290			—			13,587
Selling and distribution expenses	555			60,763		562			—			61,880
General and administrative expenses	5,293			6,441		—			274			12,008
Other (income) expense, net	(225		)	157		(231		)	—			(299		)
	6,531			783,453		6,270			(4,039		)	792,215

Income (loss) from operations	(6,531		)	24,274		(55		)	—			17,688

Foreign currency exchange gain (loss)	(172		)	133		(68		)	—			(107		)
Interest expense	(5,481		)	—		—			—			(5,481		)
Interest income	18			72		—			—			90
	(5,635		)	205		(68		)	—			(5,498		)

Income (loss) before income taxes and equity in net income of affiliates	(12,166		)	24,479		(123		)	—			12,190
Income tax (provision) benefit	(4,604		)	31		—			—			(4,573		)

Income (loss) before equity in net income of affiliates	(16,770		)	24,510		(123		)	—			7,617
Equity in net income of affiliates	24,387			—		—			(24,387		)	—
Net income (loss)	7,617			24,510		(123		)	(24,387		)	7,617

Other comprehensive loss, net of tax
Defined benefit pension plans
Amortization of actuarial loss	985			—		—			—			985
Effect of settlements	309			—		—			—			309
Other comprehensive income, net of tax	1,294			—		—			—			1,294
Comprehensive income (loss)	$	8,911		$	24,510	$	(123	)	$	(24,387	)	$	8,911

Boise Cascade Company and Subsidiaries

Consolidating Statements of Comprehensive Income (Loss)

For the Three Months Ended March 31, 2014

(unaudited)



	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Sales
Trade	$	—		$	764,070		$	3,110		$	—		$	767,180
Intercompany	—			—			2,565			(2,565		)	—
	—			764,070			5,675			(2,565		)	767,180

Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	—			669,750			5,398			(2,540		)	672,608
Depreciation and amortization	34			11,979			307			—			12,320
Selling and distribution expenses	—			58,275			655			—			58,930
General and administrative expenses	4,275			6,415			—			(25		)	10,665
Other (income) expense, net	9			(1,630		)	(279		)	—			(1,900		)
	4,318			744,789			6,081			(2,565		)	752,623

Income (loss) from operations	(4,318		)	19,281			(406		)	—			14,557

Foreign currency exchange gain (loss)	(62		)	9			(36		)	—			(89		)
Interest expense	(5,512		)	—			—			—			(5,512		)
Interest income	5			65			—			—			70
	(5,569		)	74			(36		)	—			(5,531		)

Income (loss) before income taxes and equity in net income of affiliates	(9,887		)	19,355			(442		)	—			9,026
Income tax (provision) benefit	(3,479		)	18			—			—			(3,461		)

Income (loss) before equity in net income of affiliates	(13,366		)	19,373			(442		)	—			5,565
Equity in net income of affiliates	18,931			—			—			(18,931		)	—
Net income (loss)	5,565			19,373			(442		)	(18,931		)	5,565

Other comprehensive income (loss), net of tax
Defined benefit pension plans
Amortization of actuarial gain	(4		)	—			—			—			(4		)
Other comprehensive loss, net of tax	(4		)	—			—			—			(4		)
Comprehensive income (loss)	$	5,561		$	19,373		$	(442	)	$	(18,931	)	$	5,561

Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at March 31, 2015 (unaudited)

	Boise Cascade Company (Parent)		Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated
	(thousands)
ASSETS
Current
Cash and cash equivalents	$	134,456	$	33	$	27	$	—		$	134,516
Receivables
Trade, less allowances	200		212,962		540		—			213,702
Related parties	—		573		—		—			573
Other	343		4,462		556		—			5,361
Inventories	—		425,549		6,918		—			432,467
Deferred income taxes	19,744		—		5		—			19,749
Prepaid expenses and other	4,850		2,697		55		—			7,602
	159,593		646,276		8,101		—			813,970

Property and equipment, net	1,690		355,813		6,777		—			364,280
Timber deposits	—		13,810		—		—			13,810
Deferred financing costs	6,843		—		—		—			6,843
Goodwill	—		21,823		—		—			21,823
Intangible assets, net	—		10,160		—		—			10,160
Deferred income taxes	16,033		—		—		—			16,033
Other assets	20		9,853		—		—			9,873
Investments in affiliates	808,763		—		—		(808,763		)	—
Total assets	$	992,942	$	1,057,735	$	14,878	$	(808,763	)	$	1,256,792

Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at March 31, 2015 (continued) (unaudited)

	Boise Cascade Company (Parent)			Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated
	(thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable
Trade	$	9,138		$	198,136	$	671	$	—		$	207,945
Related parties	—			3,591		—		—			3,591
Accrued liabilities	—			—		—		—
Compensation and benefits	16,814			29,845		255		—			46,914
Interest payable	8,079			—		—		—			8,079
Other	1,124			25,874		802		—			27,800
	35,155			257,446		1,728		—			294,329

Debt
Long-term debt	301,364			—		—		—			301,364

Other
Compensation and benefits	144,386			—		—		—			144,386
Other long-term liabilities	10,094			4,676		—		—			14,770
	154,480			4,676		—		—			159,156

Commitments and contingent liabilities

Stockholders' equity
Preferred stock	—			—		—		—			—
Common stock	434			—		—		—			434
Treasury stock	(100,000		)	—		—		—			(100,000		)
Additional paid-in capital	503,382			—		—		—			503,382
Accumulated other comprehensive loss	(100,204		)	—		—		—			(100,204		)
Retained earnings	198,331			—		—		—			198,331
Subsidiary equity	—			795,613		13,150		(808,763		)	—
Total stockholders' equity	501,943			795,613		13,150		(808,763		)	501,943
Total liabilities and stockholders' equity	$	992,942		$	1,057,735	$	14,878	$	(808,763	)	$	1,256,792

Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at December 31, 2014

	Boise Cascade Company (Parent)		Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated
	(thousands)
ASSETS
Current
Cash and cash equivalents	$	163,512	$	23	$	14	$	—		$	163,549
Receivables
Trade, less allowances	237		171,613		464		—			172,314
Related parties	—		821		—		—			821
Other	171		6,908		232		—			7,311
Inventories	—		389,259		5,202		—			394,461
Deferred income taxes	20,305		—		6		—			20,311
Prepaid expenses and other	10,756		4,064		37		—			14,857
	194,981		572,688		5,955		—			773,624

Property and equipment, net	1,601		359,474		7,053		—			368,128
Timber deposits	—		13,819		—		—			13,819
Deferred financing costs	7,149		—		—		—			7,149
Goodwill	—		21,823		—		—			21,823
Intangible assets, net	—		10,183		—		—			10,183
Deferred income taxes	16,684		—		—		—			16,684
Other assets	20		9,055		—		—			9,075
Investments in affiliates	771,026		—		—		(771,026		)	—
Total assets	$	991,461	$	987,042	$	13,008	$	(771,026	)	$	1,220,485

Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at December 31, 2014 (continued)

	Boise Cascade Company (Parent)			Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated
	(thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable
Trade	$	7,238		$	143,141	$	314	$	—		$	150,693
Related parties	—			1,743		—		—			1,743
Accrued liabilities
Compensation and benefits	18,793			46,867		510		—			66,170
Interest payable	3,298			—		—		—			3,298
Other	1,559			30,163		1,564		—			33,286
	30,888			221,914		2,388		—			255,190

Debt
Long-term debt	301,415			—		—		—			301,415

Other
Compensation and benefits	156,218			—		—		—			156,218
Other long-term liabilities	10,552			4,722		—		—			15,274
	166,770			4,722		—		—			171,492

Commitments and contingent liabilities

Stockholders' equity
Preferred stock	—			—		—		—			—
Common stock	433			—		—		—			433
Treasury stock	(100,000		)	—		—		—			(100,000		)
Additional paid-in capital	502,739			—		—		—			502,739
Accumulated other comprehensive loss	(101,498		)	—		—		—			(101,498		)
Retained earnings	190,714			—		—		—			190,714
Subsidiary equity	—			760,406		10,620		(771,026		)	—
Total stockholders' equity	492,388			760,406		10,620		(771,026		)	492,388
Total liabilities and stockholders' equity	$	991,461		$	987,042	$	13,008	$	(771,026	)	$	1,220,485

Boise Cascade Company and Subsidiaries Consolidating Statements of Cash Flows For the Three Months Ended March 31, 2015 (unaudited)

	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Cash provided by (used for) operations
Net income (loss)	$	7,617		$	24,510		$	(123	)	$	(24,387	)	$	7,617
Items in net income (loss) not using (providing) cash
Equity in net income of affiliates	(24,387		)	—			—			24,387			—
Depreciation and amortization, including deferred financing costs and other	437			13,239			290			—			13,966
Stock-based compensation	1,205			—			—			—			1,205
Pension expense	2,082			—			—			—			2,082
Deferred income taxes	408			—			—			—			408
Other	(447		)	(70		)	—			—			(517		)
Decrease (increase) in working capital
Receivables	(135		)	(38,655		)	(400		)	—			(39,190		)
Inventories	—			(36,290		)	(1,716		)	—			(38,006		)
Prepaid expenses and other	(2,597		)	1,367			(18		)	—			(1,248		)
Accounts payable and accrued liabilities	4,326			37,932			(659		)	—			41,599
Pension contributions	(12,919		)	—			—			—			(12,919		)
Income taxes payable	11,358			—			—			—			11,358
Other	(2,001		)	(338		)	—			—			(2,339		)
Net cash provided by (used for) operations	(15,053		)	1,695			(2,626		)	—			(15,984		)
Cash provided by (used for) investment
Expenditures for property and equipment	(123		)	(12,486		)	(9		)	—			(12,618		)
Proceeds from sales of assets	—			100			—			—			100
Other	—			4			(5		)	—			(1		)
Net cash used for investment	(123		)	(12,382		)	(14		)	—			(12,519		)
Cash provided by (used for) financing
Other	(530		)	—			—			—			(530		)
Due to (from) affiliates	(13,350		)	10,697			2,653			—			—
Net cash provided by (used for) financing	(13,880		)	10,697			2,653			—			(530		)
Net increase (decrease) in cash and cash equivalents	(29,056		)	10			13			—			(29,033		)
Balance at beginning of the period	163,512			23			14			—			163,549
Balance at end of the period	$	134,456		$	33		$	27		$	—		$	134,516

Boise Cascade Company and Subsidiaries Consolidating Statements of Cash Flows For the Three Months Ended March 31, 2014 (unaudited)

	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Cash provided by (used for) operations
Net income (loss)	$	5,565		$	19,373		$	(442	)	$	(18,931	)	$	5,565
Items in net income (loss) not using (providing) cash
Equity in net income of affiliates	(18,931		)	—			—			18,931			—
Depreciation and amortization, including deferred financing costs and other	442			11,980			307			—			12,729
Stock-based compensation	842			—			—			—			842
Pension expense	278			—			—			—			278
Deferred income taxes	643			—			—			—			643
Other	—			(1,908		)	—			—			(1,908		)
Decrease (increase) in working capital
Receivables	(103		)	(46,311		)	(293		)	—			(46,707		)
Inventories	(101		)	(36,437		)	(1,162		)	—			(37,700		)
Prepaid expenses and other	(6,531		)	1,669			(18		)	—			(4,880		)
Accounts payable and accrued liabilities	7,096			41,369			(150		)	—			48,315
Pension contributions	(390		)	—			—			—			(390		)
Income taxes payable	2,319			—			(5		)	—			2,314
Other	(2,806		)	(245		)	—			—			(3,051		)
Net cash used for operations	(11,677		)	(10,510		)	(1,763		)	—			(23,950		)
Cash provided by (used for) investment
Expenditures for property and equipment	(105		)	(12,425		)	(9		)	—			(12,539		)
Proceeds from sales of assets	—			4,520			—			—			4,520
Other	—			60			1			—			61
Net cash used for investment	(105		)	(7,845		)	(8		)	—			(7,958		)
Cash provided by (used for) financing
Borrowings on revolving credit facility	13,000			—			—			—			13,000
Payments on revolving credit facility	(13,000		)	—			—			—			(13,000		)
Financing costs	(11		)	—			—			—			(11		)
Other	(345		)	—			—			—			(345		)
Due to (from) affiliates	(20,120		)	18,369			1,751			—			—
Net cash provided by (used for) financing	(20,476		)	18,369			1,751			—			(356		)
Net increase (decrease) in cash and cash equivalents	(32,258		)	14			(20		)	—			(32,264		)
Balance at beginning of the period	118,198			25			26			—			118,249
Balance at end of the period	$	85,940		$	39		$	6		$	—		$	85,985