Consolidating Guarantor and Nonguarantor Financial Information

12 Months Ended

Dec. 31, 2013

Consolidating Guarantor and Nonguarantor Financial Information [Abstract]

Consolidating Guarantor and Nonguarantor Financial Information

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. Additionally, in accordance with the terms of the indenture governing the Senior Notes, the guarantee of BC Holdings was automatically released when Boise Cascade Company's common stock was registered under the Exchange Act and was listed on the NYSE in February 2013.

On October 1, 2013, we entered into a supplemental indenture (Supplemental Indenture) with certain of our subsidiaries and U.S. Bank National Association, the trustee for our Senior Notes, to add Chester Wood Products LLC and Moncure Plywood LLC as guarantors of the Senior Notes. Entry into the Supplemental Indenture was consummated in connection with the Acquisition on September 30, 2013, as described in Note 5, Acquisitions. As such, Chester Wood Products LLC and Moncure Plywood LLC are included as guarantor subsidiaries in the consolidating guarantor and nonguarantor financial statements effective October 1, 2013.

Boise Cascade Company and Subsidiaries Consolidating Statements of Comprehensive Income (Loss) For the Year Ended December 31, 2013
	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Sales
Trade	$	—		$	3,258,873		$	14,623		$	—		$	3,273,496
Intercompany	—			—			12,259			(12,259		)	—
	—			3,258,873			26,882			(12,259		)	3,273,496
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	—			2,831,103			28,338			(12,827		)	2,846,614
Depreciation and amortization	140			36,682			1,216			—			38,038
Selling and distribution expenses	—			242,743			2,540			—			245,283
General and administrative expenses	18,786			26,135			—			568			45,489
Other (income) expense, net	(150		)	324			(859		)	—			(685		)
	18,776			3,136,987			31,235			(12,259		)	3,174,739
Income (loss) from operations	(18,776		)	121,886			(4,353		)	—			98,757
Foreign currency exchange loss	(292		)	(115		)	(17		)	—			(424		)
Interest expense	(20,426		)	—			—			—			(20,426		)
Interest income	83			158			—			—			241
	(20,635		)	43			(17		)	—			(20,609		)
Income (loss) before income taxes and equity in net income of affiliates	(39,411		)	121,929			(4,370		)	—			78,148
Income tax (provision) benefit	38,656			154			(22		)	—			38,788
Income (loss) before equity in net income of affiliates	(755		)	122,083			(4,392		)	—			116,936
Equity in net income of affiliates	117,691			—			—			(117,691		)	—
Net income (loss)	116,936			122,083			(4,392		)	(117,691		)	116,936
Other comprehensive income, net of tax
Defined benefit pension plans
Net actuarial gain	60,100			—			—			—			60,100
Amortization of actuarial loss	5,692			—			—			—			5,692
Amortization of prior service costs	188			—			—			—			188
Other comprehensive income, net of tax	65,980			—			—			—			65,980
Comprehensive income (loss)	$	182,916		$	122,083		$	(4,392	)	$	(117,691	)	$	182,916

Boise Cascade Company and Subsidiaries Consolidating Statements of Comprehensive Income (Loss) For the Year Ended December 31, 2012
	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Sales
Trade	$	—		$	2,765,980		$	13,082		$	—		$	2,779,062
Intercompany	—			—			13,396			(13,396		)	—
	—			2,765,980			26,478			(13,396		)	2,779,062
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	—			2,390,124			27,885			(14,564		)	2,403,445
Depreciation and amortization	120			31,691			1,596			—			33,407
Selling and distribution expenses	—			231,593			3,462			—			235,055
General and administrative expenses	16,425			25,529			—			1,168			43,122
Other (income) expense, net	126			2,818			(2,042		)	—			902
	16,671			2,681,755			30,901			(13,396		)	2,715,931
Income (loss) from operations	(16,671		)	84,225			(4,423		)	—			63,131
Foreign currency exchange gain (loss)	149			(124		)	12			—			37
Interest expense	(21,757		)	—			—			—			(21,757		)
Interest income	196			196			—			—			392
	(21,412		)	72			12			—			(21,328		)
Income (loss) before income taxes and equity in net income of affiliates	(38,083		)	84,297			(4,411		)	—			41,803
Income tax provision	(300		)	(7		)	—			—			(307		)
Income (loss) before equity in net income of affiliates	(38,383		)	84,290			(4,411		)	—			41,496
Equity in net income of affiliates	79,879			—			—			(79,879		)	—
Net income (loss)	41,496			84,290			(4,411		)	(79,879		)	41,496
Other comprehensive loss
Defined benefit pension plans
Net actuarial loss	(8,432		)	—			—			—			(8,432		)
Amortization of actuarial loss	7,632			—			—			—			7,632
Amortization of prior service costs	416			—			—			—			416
Other comprehensive loss	(384		)	—			—			—			(384		)
Comprehensive income (loss)	$	41,112		$	84,290		$	(4,411	)	$	(79,879	)	$	41,112

Boise Cascade Company and Subsidiaries Consolidating Statements of Comprehensive Income (Loss) For the Year Ended December 31, 2011
	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Sales
Trade	$	—		$	2,234,746		$	13,342		$	—		$	2,248,088
Intercompany	—			—			11,157			(11,157		)	—
	—			2,234,746			24,499			(11,157		)	2,248,088
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	—			1,980,051			24,436			(11,810		)	1,992,677
Depreciation and amortization	240			35,010			1,772			—			37,022
Selling and distribution expenses	—			202,254			2,744			—			204,998
General and administrative expenses	13,613			22,976			—			653			37,242
Other (income) expense, net	111			4,114			(1,030		)	—			3,195
	13,964			2,244,405			27,922			(11,157		)	2,275,134
Loss from operations	(13,964		)	(9,659		)	(3,423		)	—			(27,046		)
Foreign currency exchange gain (loss)	(510		)	20			(7		)	—			(497		)
Interest expense	(18,987		)	—			—			—			(18,987		)
Interest income	185			222			—			—			407
	(19,312		)	242			(7		)	—			(19,077		)
Loss before income taxes and equity in net loss of affiliates	(33,276		)	(9,417		)	(3,430		)	—			(46,123		)
Income tax provision	(216		)	(24		)	—			—			(240		)
Loss before equity in net loss of affiliates	(33,492		)	(9,441		)	(3,430		)	—			(46,363		)
Equity in net loss of affiliates	(12,871		)	—			—			12,871			—
Net loss	(46,363		)	(9,441		)	(3,430		)	12,871			(46,363		)
Other comprehensive loss
Defined benefit pension plans
Net actuarial loss	(83,528		)	—			—			—			(83,528		)
Amortization of actuarial loss	2,703			—			—			—			2,703
Amortization of prior service costs and other	175			—			—			—			175
Other comprehensive loss	(80,650		)	—			—			—			(80,650		)
Comprehensive loss	$	(127,013	)	$	(9,441	)	$	(3,430	)	$	12,871		$	(127,013	)

Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at December 31, 2013
	Boise Cascade Company (Parent)			Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated
	(thousands)
ASSETS
Current
Cash and cash equivalents	$	118,198		$	25	$	26	$	—		$	118,249
Receivables
Trade, less allowances	13			151,225		1,002		—			152,240
Related parties	17			566		—		—			583
Other	(30		)	7,115		183		—			7,268
Inventories	(101		)	379,012		4,448		—			383,359
Deferred income taxes	18,143			—		8		—			18,151
Prepaid expenses and other	2,819			4,983		53		—			7,855
Total current assets	139,059			542,926		5,720		—			687,705
Property and equipment, net	1,113			351,838		8,034		—			360,985
Timber deposits	—			6,266		—		—			6,266
Deferred financing costs	8,334			—		—		—			8,334
Goodwill	—			21,823		—		—			21,823
Intangible assets, net	—			10,277		—		—			10,277
Deferred income taxes	760			—		—		—			760
Other assets	36			8,000		—		—			8,036
Investments in affiliates	739,420			—		—		(739,420		)	—
Total assets	$	888,722		$	941,130	$	13,754	$	(739,420	)	$	1,104,186

Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at December 31, 2013 (continued)
	Boise Cascade Company (Parent)			Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated
	(thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable
Trade	$	5,396		$	133,724	$	516	$	—		$	139,636
Related parties	402			2,082		—		—			2,484
Accrued liabilities
Compensation and benefits	17,262			42,784		481		—			60,527
Interest payable	3,294			—		—		—			3,294
Other	1,421			30,341		1,314		—			33,076
	27,775			208,931		2,311		—			239,017
Debt
Long-term debt	301,613			—		—		—			301,613
Other
Compensation and benefits	96,536			—		—		—			96,536
Other long-term liabilities	10,317			4,222		—		—			14,539
	106,853			4,222		—		—			111,075
Commitments and contingent liabilities
Stockholders' equity
Preferred stock	—			—		—		—			—
Common stock	432			—		—		—			432
Treasury stock	(100,000		)	—		—		—			(100,000		)
Additional paid-in capital	496,593			—		—		—			496,593
Accumulated other comprehensive loss	(55,249		)	—		—		—			(55,249		)
Retained earnings	110,705			—		—		—			110,705
Subsidiary equity	—			727,977		11,443		(739,420		)	—
Total stockholders' equity	452,481			727,977		11,443		(739,420		)	452,481
Total liabilities and stockholders' equity	$	888,722		$	941,130	$	13,754	$	(739,420	)	$	1,104,186

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	$	45,680	$	35	$	178	$	—		$	45,893
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
Total current assets	46,700		464,733		7,410		—			518,843
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, net	—		8,900		—		—			8,900
Other assets	729		7,435		—		—			8,164
Investments in affiliates	565,355		—		—		(565,355		)	—
Total assets	$	621,630	$	755,328	$	16,181	$	(565,355	)	$	827,784

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	$	2,458		$	128,565	$	555	$	—		$	131,578
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
	25,402			199,924		2,247		—			227,573
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 units	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	$	621,630		$	755,328	$	16,181	$	(565,355	)	$	827,784

Boise Cascade Company and Subsidiaries Consolidating Statements of Cash Flows For the Year Ended December 31, 2013
	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Cash provided by (used for) operations
Net income (loss)	$	116,936		$	122,083		$	(4,392	)	$	(117,691	)	$	116,936
Items in net income (loss) not using (providing) cash
Equity in net income of affiliates	(117,691		)	—			—			117,691			—
Depreciation and amortization, including deferred financing costs and other	1,912			36,682			1,216			—			39,810
Stock-based compensation	2,869			—			—			—			2,869
Pension expense	10,989			—			—			—			10,989
Deferred income taxes	(59,600		)	—			—			—			(59,600		)
Other	(161		)	(651		)	23			—			(789		)
Decrease (increase) in working capital, net of acquisitions							—			—
Receivables	183			(11,269		)	72			—			(11,014		)
Inventories	101			(52,138		)	1,079			—			(50,958		)
Prepaid expenses and other	(108		)	(385		)	(22		)	—			(515		)
Accounts payable and accrued liabilities	2,280			(990		)	(139		)	—			1,151
Pension contributions	(10,739		)	—			—			—			(10,739		)
Income taxes payable	(2,008		)	(12		)	4			—			(2,016		)
Other	(1,821		)	(876		)	—			—			(2,697		)
Net cash provided by (used for) operations	(56,858		)	92,444			(2,159		)	—			33,427
Cash provided by (used for) investment
Expenditures for property and equipment	(498		)	(44,750		)	(503		)	—			(45,751		)
Acquisitions of businesses and facilities	—			(103,029		)	—			—			(103,029		)
Proceeds from sales of assets	831			919			417			—			2,167
Other	—			(67		)	—			—			(67		)
Net cash provided by (used for) investment	333			(146,927		)	(86		)	—			(146,680		)
Cash provided by (used for) financing
Net proceeds from issuance of common stock	262,488			—			—			—			262,488
Treasury stock purchased	(100,000		)	—			—			—			(100,000		)
Issuances of long-term debt	130,000			—			—			—			130,000
Payments of long-term debt	(105,010		)	—			—			—			(105,010		)
Financing costs	(2,061		)	—			—			—			(2,061		)
Other	—			—			192			—			192
Due to (from) affiliates	(56,374		)	54,473			1,901			—			—
Net cash provided by financing	129,043			54,473			2,093			—			185,609
Net increase (decrease) in cash and cash equivalents	72,518			(10		)	(152		)	—			72,356
Balance at beginning of the period	45,680			35			178			—			45,893
Balance at end of the period	$	118,198		$	25		$	26		$	—		$	118,249

Boise Cascade Company and Subsidiaries Consolidating Statements of Cash Flows For the Year Ended December 31, 2012
	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Cash provided by (used for) operations
Net income (loss)	$	41,496		$	84,290		$	(4,411	)	$	(79,879	)	$	41,496
Items in net income (loss) not using (providing) cash
Equity in net income of affiliates	(79,879		)	—			—			79,879			—
Depreciation and amortization, including deferred financing costs and other	3,924			31,691			1,596			—			37,211
Pension expense	12,653			—			—			—			12,653
Other	(61		)	(115		)	(295		)	—			(471		)
Decrease (increase) in working capital, net of acquisitions
Receivables	772			(17,558		)	(396		)	(56		)	(17,238		)
Inventories	—			(41,699		)	(129		)	—			(41,828		)
Prepaid expenses and other	(71		)	(596		)	15			—			(652		)
Accounts payable and accrued liabilities	1,259			49,115			83			56			50,513
Pension contributions	(8,486		)	—			—			—			(8,486		)
Income taxes payable	133			—			—			—			133
Other	3,933			342			2			—			4,277
Net cash provided by (used for) operations	(24,327		)	105,470			(3,535		)	—			77,608
Cash provided by (used for) investment
Expenditures for property and equipment	(28		)	(26,886		)	(472		)	—			(27,386		)
Acquisition of businesses and facilities	—			(2,355		)	—			—			(2,355		)
Proceeds from sales of assets	—			246			—			—			246
Other	(4		)	1			64			—			61
Net cash used for investment	(32		)	(28,994		)	(408		)	—			(29,434		)
Cash provided by (used for) financing
Issuances of long-term debt	300,000			—			—			—			300,000
Payments of long-term debt	(244,560		)	—			—			—			(244,560		)
Distributions to Boise Cascade Holdings, L.L.C.	(228,268		)	—			—			—			(228,268		)
Financing costs	(5,822		)	—			—			—			(5,822		)
Due to (from) affiliates	72,449			(76,461		)	4,012			—			—
Net cash provided by (used for) financing	(106,201		)	(76,461		)	4,012			—			(178,650		)
Net increase (decrease) in cash and cash equivalents	(130,560		)	15			69			—			(130,476		)
Balance at beginning of the period	176,240			20			109			—			176,369
Balance at end of the period	$	45,680		$	35		$	178		$	—		$	45,893

Boise Cascade Company and Subsidiaries Consolidating Statements of Cash Flows For the Year Ended December 31, 2011
	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Cash provided by (used for) operations
Net loss	$	(46,363	)	$	(9,441	)	$	(3,430	)	$	12,871		$	(46,363	)
Items in net loss not using (providing) cash
Equity in net loss of affiliates	12,871			—			—			(12,871		)	—
Depreciation and amortization, including deferred financing costs and other	2,450			35,010			1,772			—			39,232
Pension expense	11,368			—			—			—			11,368
Other	564			1,250			406			—			2,220
Decrease (increase) in working capital, net of acquisitions
Receivables	(866		)	(15,369		)	560			—			(15,675		)
Inventories	—			(21,416		)	517			—			(20,899		)
Prepaid expenses and other	112			(183		)	(1		)	—			(72		)
Accounts payable and accrued liabilities	(1,449		)	3,130			(423		)	—			1,258
Pension contributions	(13,621		)	—			—			—			(13,621		)
Income taxes payable	(20		)	—			—			—			(20		)
Other	(665		)	(358		)	(6		)	—			(1,029		)
Net cash used for operations	(35,619		)	(7,377		)	(605		)	—			(43,601		)
Cash provided by (used for) investment
Expenditures for property and equipment	(21		)	(32,703		)	(813		)	—			(33,537		)
Acquisitions of businesses and facilities	—			(5,782		)	—			—			(5,782		)
Proceeds from sales of assets	—			3,126			—			—			3,126
Other	(265		)	(60		)	(99		)	—			(424		)
Net cash used for investment	(286		)	(35,419		)	(912		)	—			(36,617		)
Cash provided by (used for) financing
Credit facility financing costs	(2,548		)	—			—			—			(2,548		)
Due to (from) affiliates	(44,205		)	42,800			1,405			—			—
Net cash provided by (used for) financing	(46,753		)	42,800			1,405			—			(2,548		)
Net increase (decrease) in cash and cash equivalents	(82,658		)	4			(112		)	—			(82,766		)
Balance at beginning of the period	258,898			16			221			—			259,135
Balance at end of the period	$	176,240		$	20		$	109		$	—		$	176,369