bcc-20210331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended	March 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-35805

Boise Cascade Company

(Exact name of registrant as specified in its charter)


Delaware			20-1496201
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1111 West Jefferson Street Suite 300

Boise, Idaho 83702-5389

(Address of principal executive offices) (Zip Code)

(208) 384-6161

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange

Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No x

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	BCC	New York Stock Exchange

There were 39,330,807 shares of the registrant's common stock, $0.01 par value per share, outstanding on April 30, 2021.

Table of Contents


PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements	1
	Condensed Notes to Unaudited Quarterly Consolidated Financial Statements	8
	1. Nature of Operations and Consolidation	8
	2. Summary of Significant Accounting Policies	8
	3. Income Taxes	12
	4. Net Income Per Common Share	12
	5. Curtailment of Manufacturing Facility	13
	6. Debt	13
	7. Leases	15
	8. Retirement and Benefit Plans	17
	9. Stock-Based Compensation	17
	10. Stockholders' Equity	18
	11. Transactions With Related Party	19
	12. Segment Information	20
	13. Commitments, Legal Proceedings and Contingencies, and Guarantees	21
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
	Understanding Our Financial Information	22
	Executive Overview	22
	Factors That Affect Our Operating Results and Trends	23
	Our Operating Results	25
	Industry Mergers and Acquisitions	28
	Liquidity and Capital Resources	29
	Contractual Obligations	30
	Off-Balance-Sheet Activities	30
	Guarantees	30
	Seasonal Influences	31
	Employees	31
	Disclosures of Financial Market Risks	31
	Environmental	31
	Critical Accounting Estimates	31
	New and Recently Adopted Accounting Standards	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	32

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34
	Signatures	35

Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Boise Cascade Company

Consolidated Statements of Operations

(unaudited)


	Three Months Ended March 31
	2021		2020
	(thousands, except per-share data)
Sales	$	1,821,316	$	1,170,534

Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	1,450,434		992,270
Depreciation and amortization	19,539		35,332
Selling and distribution expenses	120,917		99,463
General and administrative expenses	25,262		16,084
Loss on curtailment of facility	—		1,669
Other (income) expense, net	(97)		169
	1,616,055		1,144,987

Income from operations	205,261		25,547

Foreign currency exchange gain (loss)	154		(873)
Pension expense (excluding service costs)	(19)		(387)
Interest expense	(5,875)		(6,421)
Interest income	59		655
Change in fair value of interest rate swaps	1,024		(2,314)

	(4,657)		(9,340)

Income before income taxes	200,604		16,207
Income tax provision	(51,448)		(4,007)
Net income	$	149,156	$	12,200

Weighted average common shares outstanding:
Basic	39,355		39,163
Diluted	39,630		39,405

Net income per common share:
Basic	$	3.79	$	0.31
Diluted	$	3.76	$	0.31

Dividends declared per common share	$	0.10	$	0.10

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

Table of Contents

Boise Cascade Company

Consolidated Statements of Comprehensive Income

(unaudited)


	Three Months Ended March 31
	2021		2020
	(thousands)
Net income	$	149,156	$	12,200
Other comprehensive income (loss), net of tax
Defined benefit pension plans

Amortization of actuarial (gain) loss, net of tax of $(1) and $51, respectively	(4)		151
Effect of settlements, net of tax of $— and $22, respectively	—		64
Other comprehensive income (loss), net of tax	(4)		215
Comprehensive income	$	149,152	$	12,415

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

Table of Contents

Boise Cascade Company

Consolidated Balance Sheets

(unaudited)


	March 31, 2021		December 31, 2020
	(thousands)
ASSETS
Current
Cash and cash equivalents	$	456,982	$	405,382

Receivables
Trade, less allowances of $1,840 and $1,111	540,197		375,865
Related parties	416		201
Other	12,261		15,067
Inventories	611,700		503,480

Prepaid expenses and other	11,304		8,860
Total current assets	1,632,860		1,308,855

Property and equipment, net	456,067		461,456
Operating lease right-of-use assets	60,065		62,447
Finance lease right-of-use assets	28,744		29,523
Timber deposits	10,025		11,761

Goodwill	60,382		60,382
Intangible assets, net	16,268		16,574
Deferred income taxes	7,329		7,460
Other assets	6,997		7,260
Total assets	$	2,278,737	$	1,965,718

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

Table of Contents

Boise Cascade Company

Consolidated Balance Sheets (continued)

(unaudited)


	March 31, 2021		December 31, 2020
	(thousands, except per-share data)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current

Accounts payable
Trade	$	457,132	$	307,653
Related parties	1,026		1,199
Accrued liabilities
Compensation and benefits	87,907		118,400
Income taxes payable	60,677		8,101
Interest payable	5,011		8,477

Other	84,761		80,172
Total current liabilities	696,514		524,002

Debt
Long-term debt	444,001		443,792

Other
Compensation and benefits	27,176		25,951
Operating lease liabilities, net of current portion	53,437		56,001
Finance lease liabilities, net of current portion	31,059		31,607
Deferred income taxes	15,783		18,263
Other long-term liabilities	15,506		15,303
	142,961		147,125

Commitments and contingent liabilities

Stockholders' equity
Preferred stock, $

SEC Form 10-Q filed by Boise Cascade, L.L.C.