Consolidating Guarantor and Nonguarantor Financial Information

9 Months Ended

Sep. 30, 2016

Disclosure Text Block Supplement [Abstract]

Consolidating Guarantor and Nonguarantor Financial Information

The following consolidating financial information presents the Statements of Comprehensive Income, Balance Sheets, and Statements of Cash Flows related to Boise Cascade and the guarantor and nonguarantor subsidiaries of the 2020 Notes. On August 29, 2016, we irrevocably instructed the trustee for the 2020 Notes to issue a redemption notice to holders of outstanding 2020 Notes and irrevocably deposited funds sufficient to pay and discharge the entire indebtedness due on the 2020 Notes on the Redemption Date. As a result, the indenture governing the 2020 Notes was satisfied and discharged in accordance with its terms.

The 2020 Notes were 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 was a guarantor of the 2020 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 were customary, and did not include an arrangement that permitted a guarantor subsidiary to opt out of the obligation prior to or during the term of the debt. Under the indenture, each guarantor subsidiary was to be 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 upon the issuer's exercise of its legal defeasance option or the discharge of its obligations in accordance with the indenture governing the 2020 Notes. In connection with the issuance of the irrevocable notice of redemption of the 2020 Notes and the irrevocable deposit of funds to satisfy and discharge the indenture, the guarantees of the guarantors under the 2020 Notes were automatically released.

Boise Cascade Company and Subsidiaries

Consolidating Statements of Comprehensive Income

For the Three Months Ended September 30, 2016

(unaudited)



	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Sales
Trade	$	74		$	1,062,962		$	4,178		$	—		$	1,067,214
Intercompany	—			—			5,588			(5,588		)	—
	74			1,062,962			9,766			(5,588		)	1,067,214

Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	291			918,400			9,018			(5,608		)	922,101
Depreciation and amortization	321			18,862			276			—			19,459
Selling and distribution expenses	194			79,536			296			—			80,026
General and administrative expenses	5,918			8,429			—			20			14,367
Other (income) expense, net	8			(231		)	177			—			(46		)
	6,732			1,024,996			9,767			(5,588		)	1,035,907

Income (loss) from operations	(6,658		)	37,966			(1		)	—			31,307

Foreign currency exchange gain (loss)	(29		)	(15		)	4			—			(40		)
Interest expense	(7,099		)	(36		)	—			—			(7,135		)
Interest income	19			41			—			—			60
Change in fair value of interest rate swaps	836			—			—			—			836
Loss on extinguishment of debt	(9,525		)	—			—			—			(9,525		)
	(15,798		)	(10		)	4			—			(15,804		)

Income (loss) before income taxes and equity in net income of affiliates	(22,456		)	37,956			3			—			15,503
Income tax (provision) benefit	(5,551		)	29			—			—			(5,522		)

Income (loss) before equity in net income of affiliates	(28,007		)	37,985			3			—			9,981
Equity in net income of affiliates	37,988			—			—			(37,988		)	—
Net income	9,981			37,985			3			(37,988		)	9,981

Other comprehensive income, net of tax
Defined benefit pension plans
Amortization of actuarial loss	359			—			—			—			359
Other comprehensive income, net of tax	359			—			—			—			359
Comprehensive income	$	10,340		$	37,985		$	3		$	(37,988	)	$	10,340

Boise Cascade Company and Subsidiaries

Consolidating Statements of Comprehensive Income

For the Three Months Ended September 30, 2015

(unaudited)



	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Sales
Trade	$	—		$	988,725		$	2,855		$	—		$	991,580
Intercompany	—			—			5,306			(5,306		)	—
	—			988,725			8,161			(5,306		)	991,580

Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	(37		)	852,733			7,052			(5,614		)	854,134
Depreciation and amortization	79			13,899			271			—			14,249
Selling and distribution expenses	20			72,197			451			—			72,668
General and administrative expenses	4,159			6,878			—			308			11,345
Other (income) expense, net	(136		)	(1,068		)	(52		)	—			(1,256		)
	4,085			944,639			7,722			(5,306		)	951,140

Income (loss) from operations	(4,085		)	44,086			439			—			40,440

Foreign currency exchange gain (loss)	(169		)	126			(105		)	—			(148		)
Interest expense	(5,690		)	(39		)	—			—			(5,729		)
Interest income	36			37			—			—			73
	(5,823		)	124			(105		)	—			(5,804		)

Income (loss) before income taxes and equity in net income of affiliates	(9,908		)	44,210			334			—			34,636
Income tax (provision) benefit	(12,650		)	21			—			—			(12,629		)

Income (loss) before equity in net income of affiliates	(22,558		)	44,231			334			—			22,007
Equity in net income of affiliates	44,565			—			—			(44,565		)	—
Net income	22,007			44,231			334			(44,565		)	22,007

Other comprehensive income, net of tax
Defined benefit pension plans
Amortization of actuarial loss	608			—			—			—			608
Other comprehensive income, net of tax	608			—			—			—			608
Comprehensive income	$	22,615		$	44,231		$	334		$	(44,565	)	$	22,615

Boise Cascade Company and Subsidiaries

Consolidating Statements of Comprehensive Income

For the Nine Months Ended September 30, 2016

(unaudited)



	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries		Eliminations			Consolidated
	(thousands)
Sales
Trade	$	363		$	2,979,173		$	12,146	$	—		$	2,991,682
Intercompany	—			—			16,827		(16,827		)	—
	363			2,979,173			28,973		(16,827		)	2,991,682

Costs and expenses
Materials, labor, and other operating expenses, (excluding depreciation)	791			2,576,522			26,426		(17,379		)	2,586,360
Depreciation and amortization	1,119			51,289			841		—			53,249
Selling and distribution expenses	531			223,289			1,102		—			224,922
General and administrative expenses	17,920			27,559			—		552			46,031
Other (income) expense, net	21			(1,823		)	343		—			(1,459		)
	20,382			2,876,836			28,712		(16,827		)	2,909,103

Income (loss) from operations	(20,019		)	102,337			261		—			82,579

Foreign currency exchange gain	38			84			64		—			186
Interest expense	(19,254		)	(110		)	—		—			(19,364		)
Interest income	138			98			—		—			236
Change in fair value of interest rate swaps	(765		)	—			—		—			(765		)
Loss on extinguishment of debt	(9,525		)	—			—		—			(9,525		)
	(29,368		)	72			64		—			(29,232		)

Income (loss) before income taxes and equity in net income of affiliates	(49,387		)	102,409			325		—			53,347
Income tax (provision) benefit	(19,274		)	86			—		—			(19,188		)

Income (loss) before equity in net income of affiliates	(68,661		)	102,495			325		—			34,159
Equity in net income of affiliates	102,820			—			—		(102,820		)	—
Net income	34,159			102,495			325		(102,820		)	34,159

Other comprehensive income, net of tax
Defined benefit pension plans
Amortization of actuarial loss	947			—			—		—			947
Effect of settlements	183			—			—		—			183
Other comprehensive income, net of tax	1,130			—			—		—			1,130
Comprehensive income	$	35,289		$	102,495		$	325	$	(102,820	)	$	35,289

Boise Cascade Company and Subsidiaries

Consolidating Statements of Comprehensive Income

For the Nine Months Ended September 30, 2015

(unaudited)



	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Sales
Trade	$	—		$	2,748,180		$	8,700		$	—		$	2,756,880
Intercompany	—			—			15,198			(15,198		)	—
	—			2,748,180			23,898			(15,198		)	2,756,880

Costs and expenses
Materials, labor, and other operating expenses, (excluding depreciation)	1,218			2,377,618			20,751			(15,831		)	2,383,756
Depreciation and amortization	201			40,064			852			—			41,117
Selling and distribution expenses	889			200,453			1,460			—			202,802
General and administrative expenses	14,595			20,143			—			633			35,371
Other (income) expense, net	(383		)	(915		)	(355		)	—			(1,653		)
	16,520			2,637,363			22,708			(15,198		)	2,661,393

Income (loss) from operations	(16,520		)	110,817			1,190			—			95,487

Foreign currency exchange gain (loss)	(424		)	303			(93		)	—			(214		)
Interest expense	(16,749		)	(52		)	—			—			(16,801		)
Interest income	75			146			—			—			221
	(17,098		)	397			(93		)	—			(16,794		)

Income (loss) before income taxes and equity in net income of affiliates	(33,618		)	111,214			1,097			—			78,693
Income tax (provision) benefit	(28,917		)	78			—			—			(28,839		)

Income (loss) before equity in net income of affiliates	(62,535		)	111,292			1,097			—			49,854
Equity in net income of affiliates	112,389			—			—			(112,389		)	—
Net income	49,854			111,292			1,097			(112,389		)	49,854

Other comprehensive income, net of tax
Defined benefit pension plans
Actuarial gain	11,923			—			—			—			11,923
Amortization of actuarial loss	2,401			—			—			—			2,401
Effect of settlements	309			—			—			—			309
Other comprehensive income, net of tax	14,633			—			—			—			14,633
Comprehensive income	$	64,487		$	111,292		$	1,097		$	(112,389	)	$	64,487

Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at September 30, 2016 (unaudited)

	Boise Cascade Company (Parent)		Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated
	(thousands)
ASSETS
Current
Cash and cash equivalents	$	131,133	$	8	$	43	$	—		$	131,184
Restricted cash deposits with trustee	122,856		—		—		—			122,856
Receivables
Trade, less allowances	24		262,391		784		—			263,199
Related parties	—		439		—		—			439
Other	912		7,460		315		—			8,687
Inventories	—		445,670		5,386		—			451,056
Prepaid expenses and other	6,941		2,850		51		—			9,842
Total current assets	261,866		718,818		6,579		—			987,263

Property and equipment, net	4,915		545,941		6,357		—			557,213
Timber deposits	—		11,545		—		—			11,545
Goodwill	—		55,433		—		—			55,433
Intangible assets, net	—		15,720		—		—			15,720
Other assets	754		10,877		—		—			11,631
Investments in affiliates	1,033,717		—		—		(1,033,717		)	—
Total assets	$	1,301,252	$	1,358,334	$	12,936	$	(1,033,717	)	$	1,638,805

Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at September 30, 2016 (continued) (unaudited)

	Boise Cascade Company (Parent)			Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated
	(thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Current portion of long-term debt	$	114,342		$	—	$	—	$	—		$	114,342
Accounts payable
Trade	9,149			234,844		1,098		—			245,091
Related parties	—			2,176		—		—			2,176
Accrued liabilities	—			—		—		—
Compensation and benefits	17,791			43,838		378		—			62,007
Interest payable	4,998			—		—		—			4,998
Other	2,709			45,384		1,540		—			49,633
Total current liabilities	148,989			326,242		3,016		—			478,247

Debt
Long-term debt, less current portion	467,232			—		—		—			467,232

Other
Compensation and benefits	93,374			—		—		—			93,374
Other long-term liabilities	19,183			7,740		555		—			27,478
	112,557			7,740		555		—			120,852

Commitments and contingent liabilities

Stockholders' equity
Preferred stock	—			—		—		—			—
Common stock	435			—		—		—			435
Treasury stock	(126,343		)	—		—		—			(126,343		)
Additional paid-in capital	513,212			—		—		—			513,212
Accumulated other comprehensive loss	(91,885		)	—		—		—			(91,885		)
Retained earnings	277,055			—		—		—			277,055
Subsidiary equity	—			1,024,352		9,365		(1,033,717		)	—
Total stockholders' equity	572,474			1,024,352		9,365		(1,033,717		)	572,474
Total liabilities and stockholders' equity	$	1,301,252		$	1,358,334	$	12,936	$	(1,033,717	)	$	1,638,805

Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at December 31, 2015

	Boise Cascade Company (Parent)		Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated
	(thousands)
ASSETS
Current
Cash and cash equivalents	$	184,434	$	11	$	51	$	—		$	184,496
Receivables
Trade, less allowances	8		186,488		642		—			187,138
Related parties	—		1,065		—		—			1,065
Other	925		9,712		224		—			10,861
Inventories	—		378,589		6,268		—			384,857
Prepaid expenses and other	15,032		7,620		1		(5,500		)	17,153
Total current assets	200,399		583,485		7,186		(5,500		)	785,570

Property and equipment, net	5,020		391,057		6,589		—			402,666
Timber deposits	—		15,848		—		—			15,848
Goodwill	—		21,823		—		—			21,823
Intangible assets, net	—		10,090		—		—			10,090
Other assets	1,503		11,091		15		—			12,609
Investments in affiliates	801,934		—		—		(801,934		)	—
Total assets	$	1,008,856	$	1,033,394	$	13,790	$	(807,434	)	$	1,248,606

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

	Boise Cascade Company (Parent)			Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated
	(thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable
Trade	$	4,552		$	153,953	$	524	$	—		$	159,029
Related parties	—			1,442		—		—			1,442
Accrued liabilities
Compensation and benefits	16,034			38,399		279		—			54,712
Interest payable	3,389			—		—		—			3,389
Other	1,958			36,617		7,003		(5,500		)	40,078
Total current liabilities	25,933			230,411		7,806		(5,500		)	258,650

Debt
Long-term debt	344,589			—		—		—			344,589

Other
Compensation and benefits	93,355			—		—		—			93,355
Other long-term liabilities	10,309			7,033		—		—			17,342
	103,664			7,033		—		—			110,697

Commitments and contingent liabilities

Stockholders' equity
Preferred stock	—			—		—		—			—
Common stock	434			—		—		—			434
Treasury stock	(123,711		)	—		—		—			(123,711		)
Additional paid-in capital	508,066			—		—		—			508,066
Accumulated other comprehensive loss	(93,015		)	—		—		—			(93,015		)
Retained earnings	242,896			—		—		—			242,896
Subsidiary equity	—			795,950		5,984		(801,934		)	—
Total stockholders' equity	534,670			795,950		5,984		(801,934		)	534,670
Total liabilities and stockholders' equity	$	1,008,856		$	1,033,394	$	13,790	$	(807,434	)	$	1,248,606

Boise Cascade Company and Subsidiaries Consolidating Statements of Cash Flows For the Nine Months Ended September 30, 2016 (unaudited)

	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Cash provided by (used for) operations
Net income	$	34,159		$	102,495		$	325		$	(102,820	)	$	34,159
Items in net income not using (providing) cash
Equity in net income of affiliates	(102,820		)	—			—			102,820			—
Depreciation and amortization, including deferred financing costs and other	2,479			51,289			841			—			54,609
Stock-based compensation	5,980			—			—			—			5,980
Pension expense	1,749			—			—			—			1,749
Deferred income taxes	7,008			—			—			—			7,008
Change of fair value of interest rate swaps	765			—			—			—			765
Other	25			42			—			—			67
Loss on extinguishment of debt	9,525			—			—			—			9,525
Decrease (increase) in working capital, net of acquisitions
Receivables	(3		)	(62,558		)	(233		)	—			(62,794		)
Inventories	—			(49,244		)	882			—			(48,362		)
Prepaid expenses and other	(2,898		)	4,770			(50		)	(5,500		)	(3,678		)
Accounts payable and accrued liabilities	8,091			93,504			(4,782		)	5,500			102,313
Pension contributions	(3,338		)	—			—			—			(3,338		)
Income taxes payable	13,629			—			(6		)	—			13,623
Restricted cash deposits with trustee for interest payments	(3,681		)	—			—			—			(3,681		)
Other	1,558			3,181			570			—			5,309
Net cash provided by (used for) operations	(27,772		)	143,479			(2,453		)	—			113,254
Cash provided by (used for) investment
Expenditures for property and equipment	(991		)	(53,822		)	(613		)	—			(55,426		)
Acquisitions of businesses and facilities	—			(215,900		)	—			—			(215,900		)
Proceeds from sales of assets and other	30			514			2			—			546
Net cash used for investment	(961		)	(269,208		)	(611		)	—			(270,780		)
Cash provided by (used for) financing
Borrowings of long-term debt, including revolving credit facility	835,000			—			—			—			835,000
Payments on long-term debt, including revolving credit facility	(602,096		)	—			—			—			(602,096		)
Restricted cash deposits with trustee for debt payments	(119,175		)	—			—			—			(119,175		)
Treasury stock purchased	(2,632		)	—			—			—			(2,632		)
Financing costs	(6,319		)	—			—			—			(6,319		)
Tax withholding payments on stock-based awards	(383		)	—			—			—			(383		)
Other	—			(181		)	—			—			(181		)
Due to (from) affiliates	(128,963		)	125,907			3,056			—			—
Net cash provided by (used for) financing	(24,568		)	125,726			3,056			—			104,214
Net decrease in cash and cash equivalents	(53,301		)	(3		)	(8		)	—			(53,312		)
Balance at beginning of the period	184,434			11			51			—			184,496
Balance at end of the period	$	131,133		$	8		$	43		$	—		$	131,184

Boise Cascade Company and Subsidiaries Consolidating Statements of Cash Flows For the Nine Months Ended September 30, 2015 (unaudited)

	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Cash provided by (used for) operations
Net income	$	49,854		$	111,292		$	1,097		$	(112,389	)	$	49,854
Items in net income not using (providing) cash
Equity in net income of affiliates	(112,389		)	—			—			112,389			—
Depreciation and amortization, including deferred financing costs and other	1,398			40,064			852			—			42,314
Stock-based compensation	4,330			—			—			—			4,330
Pension expense	2,844			—			—			—			2,844
Deferred income taxes	20,722			—			—			—			20,722
Other	(587		)	(1,266		)	—			—			(1,853		)
Decrease (increase) in working capital
Receivables	(496		)	(58,777		)	(108		)	—			(59,381		)
Inventories	—			(8,275		)	(1,879		)	—			(10,154		)
Prepaid expenses and other	(2,081		)	(184		)	24			—			(2,241		)
Accounts payable and accrued liabilities	2,311			74,184			(10		)	—			76,485
Pension contributions	(53,701		)	—			—			—			(53,701		)
Income taxes payable	13,488			—			1			—			13,489
Other	(1,635		)	(3,132		)	(15		)	—			(4,782		)
Net cash provided by (used for) operations	(75,942		)	153,906			(38		)	—			77,926
Cash provided by (used for) investment
Expenditures for property and equipment	(2,176		)	(54,397		)	(125		)	—			(56,698		)
Proceeds from sales of assets and other	—			2,975			(16		)	—			2,959
Net cash used for investment	(2,176		)	(51,422		)	(141		)	—			(53,739		)
Cash provided by (used for) financing
Borrowings of long-term debt	50,000			—			—			—			50,000
Treasury stock purchased	(23,711		)	—			—			—			(23,711		)
Financing costs	(702		)	—			—			—			(702		)
Tax withholding payments on stock-based awards	(1,160		)	—			—			—			(1,160		)
Other	698			(77		)	—			—			621
Due to (from) affiliates	102,210			(102,387		)	177			—			—
Net cash provided by (used for) financing	127,335			(102,464		)	177			—			25,048
Net increase (decrease) in cash and cash equivalents	49,217			20			(2		)	—			49,235
Balance at beginning of the period	163,512			23			14			—			163,549
Balance at end of the period	$	212,729		$	43		$	12		$	—		$	212,784