Consolidating Guarantor and Nonguarantor Financial Information

3 Months Ended

Mar. 31, 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 March 31, 2013

(unaudited)



	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Sales
Trade	$	—		$	742,383		$	2,495		$	—		$	744,878
Intercompany	—			—			2,638			(2,638		)	—
	—			742,383			5,133			(2,638		)	744,878

Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	—			641,587			5,970			(2,710		)	644,847
Depreciation and amortization	46			8,124			307			—			8,477
Selling and distribution expenses	—			56,372			632			—			57,004
General and administrative expenses	4,103			5,871			—			72			10,046
Other (income) expense, net	2			226			(362		)	—			(134		)
	4,151			712,180			6,547			(2,638		)	720,240

Income (loss) from operations	(4,151		)	30,203			(1,414		)	—			24,638

Foreign exchange loss	(30		)	(44		)	(6		)	—			(80		)
Interest expense	(4,891		)	—			—			—			(4,891		)
Interest income	28			34			—			—			62
	(4,893		)	(10		)	(6		)	—			(4,909		)

Income (loss) before income taxes and equity in net income of affiliates	(9,044		)	30,193			(1,420		)	—			19,729
Income tax benefit	61,107			—			—			—			61,107

Income (loss) before equity in net income (loss) of affiliates	52,063			30,193			(1,420		)	—			80,836
Equity in net income (loss) of affiliates	28,773			—			—			(28,773		)	—
Net income (loss)	80,836			30,193			(1,420		)	(28,773		)	80,836

Other comprehensive income, net of tax
Defined benefit pension plans
Amortization of actuarial loss	1,395			—			—			—			1,395
Amortization of prior service costs	14			—			—			—			14
Other comprehensive income, net of tax	1,409			—			—			—			1,409
Comprehensive income (loss)	$	82,245		$	30,193		$	(1,420	)	$	(28,773	)	$	82,245

Boise Cascade Company and Subsidiaries

Consolidating Statements of Comprehensive Income (Loss)

For the Three Months Ended March 31, 2012

(unaudited)



	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Sales
Trade	$	—		$	584,248		$	2,738		$	—		$	586,986
Intercompany	—			—			3,251			(3,251		)	—
	—			584,248			5,989			(3,251		)	586,986

Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	—			507,340			6,179			(3,395		)	510,124
Depreciation and amortization	32			7,640			447			—			8,119
Selling and distribution expenses	—			53,059			755			—			53,814
General and administrative expenses	3,663			5,241			—			144			9,048
Other (income) expense, net	47			243			(658		)	—			(368		)
	3,742			573,523			6,723			(3,251		)	580,737

Income (loss) from operations	(3,742		)	10,725			(734		)	—			6,249

Foreign exchange gain	51			75			60			—			186
Interest expense	(4,813		)	—			—			—			(4,813		)
Interest income	51			56			—			—			107
	(4,711		)	131			60			—			(4,520		)

Income (loss) before income taxes and equity in net income (loss) of affiliates	(8,453		)	10,856			(674		)	—			1,729
Income tax provision	(52		)	(9		)	—			—			(61		)

Income (loss) before equity in net income (loss) of affiliates	(8,505		)	10,847			(674		)	—			1,668
Equity in net income (loss) of affiliates	10,173			—			—			(10,173		)	—
Net income (loss)	1,668			10,847			(674		)	(10,173		)	1,668

Other comprehensive income, net of tax
Defined benefit pension plans
Amortization of actuarial loss	2,026			—			—			—			2,026
Amortization of prior service costs	41			—			—			—			41
Other comprehensive income, net of tax	2,067			—			—			—			2,067
Comprehensive income (loss)	$	3,735		$	10,847		$	(674	)	$	(10,173	)	$	3,735

Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at March 31, 2013 (unaudited)

	Boise Cascade Company (Parent)			Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated
	(thousands)
ASSETS
Current
Cash and cash equivalents	$	233,494		$	34	$	19	$	—		$	233,547
Receivables
Trade, less allowances	—			204,330		1,245		—			205,575
Related parties	17			413		—		—			430
Other	(114		)	3,780		239		—			3,905
Inventories	—			380,192		6,911		—			387,103
Deferred income taxes	19,021			—		2		—			19,023
Prepaid expenses and other	5,022			3,190		67		—			8,279
	257,440			591,939		8,483		—			857,862

Property and equipment, net	613			252,176		8,432		—			261,221
Timber deposits	—			7,027		—		—			7,027
Deferred financing costs	7,441			—		—		—			7,441
Goodwill	—			12,170		—		—			12,170
Intangible assets	—			8,900		—		—			8,900
Deferred income taxes	48,128			—		—		—			48,128
Other assets	20			7,026		2		—			7,048
Investments in affiliates	637,302			—		—		(637,302		)	—
Total assets	$	950,944		$	879,238	$	16,917	$	(637,302	)	$	1,209,797

Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at March 31, 2013 (continued) (unaudited)

	Boise Cascade Company (Parent)			Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated
	(thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable
Trade	$	14,357		$	201,128	$	903	$	—		$	216,388
Related parties	402			1,690		—		—			2,092
Accrued liabilities	—			—		—		—
Compensation and benefits	15,880			26,511		388		—			42,779
Interest payable	7,160			—		—		—			7,160
Other	8,454			23,693		545		—			32,692
	46,253			253,022		1,836		—			301,111

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

Other
Compensation and benefits	195,169			—		—		—			195,169
Other long-term liabilities	10,089			3,995		—		—			14,084
	205,258			3,995		—		—			209,253

Redeemable equity	—			—		—		—			—

Commitments and contingent liabilities

Stockholders' equity
Preferred stock	—			—		—		—			—
Common stock	432			—		—		—			432
Additional paid-in capital	494,216			—		—		—			494,216
Accumulated other comprehensive loss	(119,820		)	—		—		—			(119,820		)
Retained earnings	74,605			—		—		—			74,605
Subsidiary equity	—			622,221		15,081		(637,302		)	—
Total stockholders' equity	449,433			622,221		15,081		(637,302		)	449,433
Total liabilities and stockholders' equity	$	950,944		$	879,238	$	16,917	$	(637,302	)	$	1,209,797

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 Three Months Ended March 31, 2013 (unaudited)

	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Cash provided by (used for) operations
Net income (loss)	$	80,836		$	30,193		$	(1,420	)	$	(28,773	)	$	80,836
Items in net income (loss) not using (providing) cash
Equity in net income of affiliates	(28,773		)	—			—			28,773			—
Depreciation and amortization, including deferred financing costs and other	457			8,124			307			—			8,888
Pension expense	2,726			—			—			—			2,726
Deferred income taxes	(68,018		)	—			—			—			(68,018		)
Other	243			(232		)	—			—			11
Decrease (increase) in working capital
Receivables	274			(68,680		)	(229		)	—			(68,635		)
Inventories	—			(59,913		)	(1,384		)	—			(61,297		)
Prepaid expenses and other	(1,734		)	1,386			(36		)	—			(384		)
Accounts payable and accrued liabilities	3,374			54,531			(411		)	—			57,494
Pension contributions	(9,663		)	—			—			—			(9,663		)
Current and deferred income taxes	6,772			—			—			—			6,772
Other	(1,709		)	(761		)	(2		)	—			(2,472		)
Net cash used for operations	(15,215		)	(35,352		)	(3,175		)	—			(53,742		)
Cash provided by (used for) investment
Expenditures for property and equipment	—			(5,336		)	20			—			(5,316		)
Proceeds from sales of assets	—			72			417			—			489
Other	2			8			12			—			22
Net cash provided by (used for) investment	2			(5,256		)	449			—			(4,805		)
Cash provided by (used for) financing
Net proceeds from issuance of common stock	262,736			—			—			—			262,736
Issuances of long-term debt	55,000			—			—			—			55,000
Payments of long-term debt	(80,000		)	—			—			—			(80,000		)
Financing costs	(149		)	—			—			—			(149		)
Due to (from) affiliates	(43,174		)	40,607			2,567			—			—
Net cash provided by financing	194,413			40,607			2,567			—			237,587
Net increase (decrease) in cash and cash equivalents	179,200			(1		)	(159		)	—			179,040
Balance at beginning of the period	54,294			35			178			—			54,507
Balance at end of the period	$	233,494		$	34		$	19		$	—		$	233,547

Boise Cascade Company and Subsidiaries Consolidating Statements of Cash Flows For the Three Months Ended March 31, 2012 (unaudited)

	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Cash provided by (used for) operations
Net income (loss)	$	1,668		$	10,847		$	(674	)	$	(10,173	)	$	1,668
Items in net income (loss) not using (providing) cash
Equity in net income of affiliates	(10,173		)	—			—			10,173			—
Depreciation and amortization, including deferred financing costs and other	633			7,640			447			—			8,720
Pension expense	3,235			—			—			—			3,235
Other	(15		)	(98		)	(315		)	—			(428		)
Decrease (increase) in working capital, net of acquisitions
Receivables	967			(42,701		)	(696		)	(56		)	(42,486		)
Inventories	—			(34,992		)	375			—			(34,617		)
Prepaid expenses and other	(1,383		)	1,231			(44		)	—			(196		)
Accounts payable and accrued liabilities	3,770			55,799			(841		)	56			58,784
Pension contributions	(3,941		)	—			—			—			(3,941		)
Current and deferred income taxes	55			9			—			—			64
Other	(516		)	(248		)	—			—			(764		)
Net cash used for operations	(5,700		)	(2,513		)	(1,748		)	—			(9,961		)
Cash provided by (used for) investment
Expenditures for property and equipment	(5		)	(4,646		)	(76		)	—			(4,727		)
Acquisitions of businesses and facilities	—			(2,355		)	—			—			(2,355		)
Proceeds from sales of assets	—			88			—			—			88
Other	—			(1,059		)	—			—			(1,059		)
Net cash used for investment	(5		)	(7,972		)	(76		)	—			(8,053		)
Cash provided by (used for) financing
Due to (from) affiliates	(12,280		)	10,485			1,795			—			—
Net cash provided by (used for) financing	(12,280		)	10,485			1,795			—			—
Net decrease in cash and cash equivalents	(17,985		)	—			(29		)	—			(18,014		)
Balance at beginning of the period	182,326			20			109			—			182,455
Balance at end of the period	$	164,341		$	20		$	80		$	—		$	164,441