8-K

BOISE CASCADE Co (BCC)

8-K 2020-10-30 For: 2020-10-29
View Original
Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 29, 2020

BOISE CASCADE COMPANY

(Exact name of registrant as specified in its charter)

Delaware 1-35805 20-1496201
(State or other jurisdiction of incorporation) (Commission File Number) (IRS 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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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

Item 2.02 Results of Operations and Financial Condition.

On October 30, 2020, Boise Cascade Company (the "Company") issued a press release announcing its third quarter 2020 financial results, a copy of which is furnished as Exhibit 99.1 to this Report on Form 8-K. Additionally, Exhibit 99.2, a copy of which is furnished hereby, includes certain statistical information relative to the Company's quarterly performance.

The Company has reconciled all non-GAAP measures presented to the most directly comparable GAAP measure.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 30, 2020, the Company issued a press release announcing that on October 29, 2020, the Board of Boise Cascade appointed Jill Twedt, SVP, General Counsel and Secretary. Jill previously served as VP, General Counsel and Secretary. A copy of the press release announcing this change is furnished as Exhibit 99.3 to this Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits.

The following exhibits are furnished as part of this Report on Form 8-K:

Exhibit Description
99.1 Boise Cascade Company Earnings ReleasedatedOctober 30, 2020.
99.2 Boise Cascade Company Quarterly Statistical Information.
99.3 Press Release, dated October 30, 2020, issued by the Company
101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BOISE CASCADE COMPANY
By /s/ Jill Twedt
Jill Twedt<br><br>Vice President, General Counsel and Secretary
Date: October 30, 2020

Document

Boise Cascade Company Exhibit 99.1
1111 West Jefferson Street, Suite 300
Boise, ID 83702 News Release
--- Investor Relations Contact - Wayne Rancourt<br><br>208 384 6073 Media Contact - Lisa Tschampl<br><br>208 384 6552
--- ---

For Immediate Release: October 30, 2020

Boise Cascade Company Reports Third Quarter 2020 Results

BOISE, Idaho - Boise Cascade Company ("Boise Cascade," the "Company," "we," or "our") (NYSE: BCC) today reported net income of $103.2 million, or $2.61 per share, on sales of $1.6 billion for the third quarter ended September 30, 2020, compared with net income of $27.2 million, or $0.69 per share, on sales of $1.3 billion for the third quarter ended September 30, 2019. Third quarter 2020 results include a $10.5 million after-tax loss on extinguishment of debt, or $0.27 per share, as the Company refinanced its senior notes at a lower interest rate with an extended maturity. Third quarter 2019 results include $1.0 million of after-tax losses, or $0.03 per share, from a non-cash pension settlement charge.

"Extraordinary market conditions, along with great execution by both of our businesses, helped us deliver outstanding results in the third quarter. Financial results aside, I am proud that associates across our organization continue to effectively adapt to challenges brought about by the pandemic without losing focus on our core value of safety. It has also been inspiring to witness our teams in Louisiana and Oregon caring for each other and their communities in response to the gulf coast hurricanes and the catastrophic fires in the Pacific Northwest," commented Nate Jorgensen, CEO. "We look to the future with optimism, as our balance sheet provides us the flexibility to pursue organic and acquisition growth opportunities in support of our customers and suppliers. Together with our Board of Directors, we took action to return a portion of our higher than targeted cash balance to our shareholders through our recently announced supplemental dividend."

Third Quarter 2020 Highlights

3Q 2020 3Q 2019 % change
(in thousands, except per-share data and percentages)
Consolidated Results
Sales $ 1,589,313 $ 1,269,524 25 %
Net income 103,192 27,171 280 %
Net income per common share - diluted 2.61 0.69 278 %
Adjusted EBITDA 1 178,564 64,054 179 %
Segment Results
Wood Products sales $ 363,674 $ 325,102 12 %
Wood Products income 66,035 15,597 323 %
Wood Products EBITDA 1 79,973 30,849 159 %
Building Materials Distribution sales 1,437,683 1,145,621 25 %
Building Materials Distribution income 107,901 38,665 179 %
Building Materials Distribution EBITDA 1 113,587 43,943 158 %

1 For reconciliations of non-GAAP measures, see summary notes at the end of this press release.

In response to rapidly evolving market conditions and economic uncertainties surrounding the impact of COVID-19, and various restrictions that limited residential construction activity, our Wood Products segment and many other producers in our industry reduced production levels early in the second quarter. In addition, many companies involved in the manufacture and distribution of building materials dramatically reduced inventory levels in late first quarter and early second quarter in response to falling commodity wood products prices and future demand uncertainty. As restrictions were loosened or rescinded, construction activity resumed mid-second quarter and continued at a robust pace through the third quarter. Across commodity product lines, product demand in the third quarter exceeded supply, and producers struggled to restore capacity because of COVID-19 related disruptions and natural disasters, causing significant increases in commodity products prices. Our BMD warehouse sales were strong throughout the third quarter as our retail lumberyard customers are relying on our broad base of inventory and high service levels to minimize their working capital investment given COVID-19 related uncertainties and historically high commodity product prices. In addition, we have had strong demand from our home center customers in response to elevated repair and remodel and "do-it-yourself" activity as people are spending more time at home during the pandemic.

In the third quarter 2020, total U.S. housing starts increased 11% compared to the same period last year. Single-family housing starts, the primary driver of our sales volumes, also increased 17%. On a year-to-date basis through September 2020, total and single-family housing starts increased 5% and 6%, respectively, compared with the same period in 2019.

Wood Products

Wood Products' sales, including sales to Building Materials Distribution (BMD), increased $38.6 million, or 12%, to $363.7 million for the three months ended September 30, 2020, from $325.1 million for the three months ended September 30, 2019. The increase in sales was driven primarily by higher plywood prices and higher sales volumes for I-joists. Demand for plywood in third quarter 2020 far outpaced industry production levels, driving the sharp increase in pricing. These increases were offset partially by lower sales volumes for plywood and LVL, as well as decreased net sales prices for LVL and I-joists (collectively referred to as EWP).

Wood Products' segment income increased $50.4 million to $66.0 million for the three months ended September 30, 2020, from $15.6 million for the three months ended September 30, 2019. The increase in segment income was due primarily to higher plywood sales prices, offset partially by higher wood fiber costs, as well as lower net sales prices of EWP. In addition, selling and distribution expenses and general and administrative expenses increased $2.0 million and $1.7 million, respectively.

Comparative average net selling prices and sales volume changes for EWP and plywood are as follows:

3Q 2020 vs. 3Q 2019 3Q 2020 vs. 2Q 2020
Average Net Selling Prices
LVL (2)% (1)%
I-joists (2)% (2)%
Plywood 69% 49%
Sales Volumes
LVL (2)% 19%
I-joists 5% 27%
Plywood (8)% 1%

Building Materials Distribution

BMD's sales increased $292.1 million, or 25%, to $1,437.7 million for the three months ended September 30, 2020, from $1,145.6 million for the three months ended September 30, 2019. Compared with the same quarter in the prior year, the overall increase in sales was driven by sales price increases of 25%, with

relatively flat sales volumes. By product line, commodity sales increased 54%, general line product sales increased 6%, and sales of EWP (substantially all of which is sourced through our Wood Products segment) increased 6%.

BMD segment income increased $69.2 million to $107.9 million for the three months ended September 30, 2020, from $38.7 million in the comparative prior year quarter. The increase in segment income was driven by a gross margin increase of $86.7 million, resulting primarily from improved gross margins on commodity products compared with third quarter 2019. The margin improvement was offset partially by increased selling and distribution expenses and general and administrative expenses of $14.3 million and $2.5 million, respectively.

Unallocated Corporate Costs

Unallocated corporate expenses increased $6.0 million to $15.4 million from $9.4 million for the three months ended September 30, 2020, compared with the same period in the prior year. The increase was due primarily to higher incentive compensation and business interruption losses. As part of our self-insured risk retention program, corporate absorbed approximately $3.2 million of estimated business interruption losses at Wood Products facilities in third quarter 2020. The losses resulted from downtime at our Louisiana manufacturing facilities due to Hurricane Laura and from a fire-related production disruption at our Chester, South Carolina, plywood plant.

Balance Sheet and Liquidity

Boise Cascade ended third quarter 2020 with $503.9 million of cash and cash equivalents and $345.4 million of undrawn committed bank line availability, for total available liquidity of $849.3 million. The Company had $443.6 million of outstanding debt at September 30, 2020.

On July 27, 2020, we issued $400 million of 4.875% senior notes due July 1, 2030 (2030 Notes). With proceeds from the 2030 Notes issuance, we retired $350 million of 5.625% senior notes due 2024 (2024 Notes) and paid-off our American AgCredit term loan of $45.0 million. In connection with these transactions, we recognized a pre-tax loss on extinguishment of debt of $14.0 million during third quarter 2020.

In response to the uncertainty of the impacts of COVID-19, we reduced our planned capital spending for 2020 from our previously expected range of $85-to-$95 million to $60-to-$75 million. We expect our capital spending, excluding acquisitions, to be approximately $80-to-$90 million in 2021.

We have announced our intention to terminate our qualified defined benefit pension plan (Pension Plan). We expect to fully eliminate the liabilities of our Pension Plan in fourth quarter 2020, upon which we will record the related non-cash accounting adjustments as required by the application of pension settlement accounting rules. We do not expect any further cash contributions to terminate the Pension Plan. For additional information on the termination of our Pension Plan, see our Form 10-Q for the quarterly period ended September 30, 2020, filed with the Securities and Exchange Commission.

Dividends

On September 28, 2020, our board of directors declared a supplemental dividend of $1.60 per share on our common stock, payable on November 2, 2020, to stockholders of record on October 15, 2020. At September 30, 2020, we accrued $62.7 million in "Dividends payable" on our Consolidated Balance Sheets, representing our supplemental dividend declaration. On October 29, 2020, our board of directors declared a quarterly dividend of $0.10 per share on our common stock, payable on December 15, 2020, to stockholders of record on December 1, 2020.

Future dividend declarations, including amount per share, record date and payment date, will be made at the discretion of our board of directors and will depend upon, among other things, legal capital requirements and surplus, our future operations and earnings, general financial condition, contractual restrictions, and other factors that our board of directors may deem relevant.

Outlook

As we begin the fourth quarter, Wood Products continues to make efforts to restore production rates to pre-COVID-19 levels in response to strong end-product demand, particularly for our EWP. However, we continue to experience periodic short-term disruptions at many locations due to COVID-19. In addition, we expect activity levels across our distribution network to continue to vary widely as COVID-19 impacts geographies across the U.S. to differing degrees, and federal, state, or local restrictions are implemented or rescinded. To date, we have not experienced significant supply chain disruptions that would limit our ability to meet customer delivery commitments or source the necessary raw materials and finished goods needed by our operations. We continue to conduct business with modifications to mill and distribution center housekeeping and cleanliness protocols, employee travel, employee work locations, and virtualization or cancellation of certain sales and marketing events, among other modifications. In addition, we continue to actively monitor evolving developments and may take actions that alter our business operations as may be required by federal, state, or local authorities, or that we determine are in the best interests of our employees, customers, suppliers, communities, and stockholders.

While there continues to be a heightened level of economic uncertainty given the pandemic, low mortgage rates, continuation of work-from-home practices by many in the economy, and demographics in the U.S. have created a favorable demand environment for new residential construction, which we expect to continue into next year. Furthermore, with homeowners spending more time at home, repair and remodel spending may continue to strengthen as homeowners invest in existing homes. As of October 2020, the Blue Chip Economic Indicators consensus forecast for 2020 and 2021 single- and multi-family housing starts in the U.S. were 1.32 million and 1.38 million units, respectively, compared with actual housing starts of 1.29 million in 2019, as reported by the U.S. Census Bureau. Although we believe that current U.S. demographics support a higher level of housing starts, and many national home builders are reporting strong near-term backlogs, the impacts of COVID-19 on residential construction are uncertain. A re-acceleration of COVID-19 cases could prompt state or local officials to reinstitute restrictions that could limit or constrain building activity. In addition, the economic consequences of COVID-19 may adversely affect the pace of household formation rates and residential repair-and-remodeling activity due to high unemployment rates, lower wages, reduced consumer confidence, prospective home buyers' lack of ability to view homes in person, homebuyers' access to and cost of financing, and housing affordability, as well as other factors.

Strong demand when coupled with capacity constraints in third quarter 2020 created supply/demand imbalances in the marketplace and historically high pricing levels for commodity lumber and panel products. However, October 2020 composite lumber and panel prices have declined by approximately 35% and 10% from the peaks reached in September 2020 and are at risk for further price erosion that will be dependent on the impact of COVID-19 on residential construction, capacity restoration and industry operating rates, net import and export activity, transportation constraints or disruptions, inventory levels in various distribution channels, and seasonal demand patterns. As a wholesale distributor of a broad mix of commodity products and a manufacturer of certain commodity products, we have sales and profitability exposure to declines in commodity product prices. As previously announced, we will also continue to evaluate plywood market conditions, log supply availability, operating costs, environmental permits, and other factors influencing our Elgin plywood operations as we approach 2021.

About Boise Cascade

Boise Cascade Company is one of the largest producers of engineered wood products and plywood in North America and a leading U.S. wholesale distributor of building products. For more information, please visit the Company's website at www.bc.com.

Webcast and Conference Call

Boise Cascade will host a webcast and conference call to discuss third quarter earnings on Monday, November 2, 2020, at 11 a.m. Eastern.

To participate in the conference call, dial 844-795-4410 and use participant passcode 2863868 (international callers should dial 661-378-9637). To join the webcast, go to the Investor Relations section at www.bc.com and select the Event Calendar link.

A replay of the conference call will be available from Monday, November 2, 2020, at 2 p.m. Eastern through Monday, November 9, 2020, at 2 p.m. Eastern. Replay numbers are 855-859-2056 for U.S. callers and

404-537-3406 for international callers with a passcode of 2863868. The archived webcast will be available in the Investor Relations section of Boise Cascade's website.

Use of Non-GAAP Financial Measures

We refer to the terms EBITDA and Adjusted EBITDA in this earnings release and the accompanying Quarterly Statistical Information as supplemental measures of our performance and liquidity that are not required by or presented in accordance with generally accepted accounting principles in the United States (GAAP). We define EBITDA as income (loss) before interest (interest expense and interest income), income taxes, and depreciation and amortization. Additionally, we disclose Adjusted EBITDA, which further adjusts EBITDA to exclude the change in fair value of interest rate swaps and loss on extinguishment of debt.

We believe EBITDA and Adjusted EBITDA are meaningful measures because they present a transparent view of our recurring operating performance and allow management to readily view operating trends, perform analytical comparisons, and identify strategies to improve operating performance. We also believe EBITDA and Adjusted EBITDA are useful to investors because they provide a means to evaluate the operating performance of our segments and our Company on an ongoing basis using criteria that are used by our management and because they are frequently used by investors and other interested parties when comparing companies in our industry that have different financing and capital structures and/or tax rates. EBITDA and Adjusted EBITDA, however, are not measures of our liquidity or financial performance under GAAP and should not be considered as alternatives to net income (loss), income (loss) from operations, or any other performance measure derived in accordance with GAAP or as alternatives to cash flow from operating activities as a measure of our liquidity. The use of EBITDA and Adjusted EBITDA instead of net income (loss) or segment income (loss) have limitations as analytical tools, including: the inability to determine profitability; the exclusion of interest expense, interest income, and associated significant cash requirements; and the exclusion of depreciation and amortization, which represent unavoidable operating costs. Management compensates for these limitations by relying on our GAAP results. Our measures of EBITDA and Adjusted EBITDA are not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation.

Forward-Looking Statements

This press release includes statements about our expectations of future operational and financial performance that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements preceded or followed by, or that otherwise include, the words "believes," "expects," "anticipates," "intends," "project," "estimates," "plans," "forecast," "is likely to," and similar expressions or future or conditional verbs such as "will," "may," "would," "should," and "could" are generally forward-looking in nature and not historical facts. Such statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties. The accuracy of such statements is subject to a number of risks, uncertainties, and assumptions that could cause our actual results to differ materially from those projected, including, but not limited to, prices for building products, changes in the competitive position of our products, commodity input costs, the effect of general economic conditions, the effect of COVID-19, mortgage rates and availability, housing demand, housing vacancy rates, governmental regulations, unforeseen production disruptions, as well as natural disasters. These and other factors that could cause actual results to differ materially from such forward-looking statements are discussed in greater detail in our filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of this press release. We undertake no obligation to revise them in light of new information. Finally, we undertake no obligation to review or confirm analyst expectations or estimates that might be derived from this release.

Boise Cascade Company

Consolidated Statements of Operations

(in thousands, except per-share data)

Three Months Ended Nine Months Ended
September 30 June 30, 2020 September 30
2020 2019 2020 2019
Sales $ 1,589,313 $ 1,269,524 $ 1,242,760 $ 4,002,607 $ 3,541,691
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation) 1,261,697 1,078,924 1,048,902 3,302,869 3,026,401
Depreciation and amortization 20,029 20,969 19,899 75,260 59,640
Selling and distribution expenses 122,884 106,567 103,566 325,913 292,459
General and administrative expenses 26,060 18,603 18,755 60,899 52,064
Loss on curtailment of facility 38 1,707
Other (income) expense, net 71 (437) (170) 70 (557)
1,430,741 1,224,626 1,190,990 3,766,718 3,430,007
Income from operations 158,572 44,898 51,770 235,889 111,684
Foreign currency exchange gain (loss) 265 (200) 409 (199) 210
Pension expense (excluding service costs) (302) (1,613) (302) (991) (2,202)
Interest expense (7,002) (6,532) (6,633) (20,056) (19,455)
Interest income 113 837 190 958 1,745
Change in fair value of interest rate swaps 147 (569) (514) (2,681) (3,103)
Loss on extinguishment of debt (13,968) (13,968)
(20,747) (8,077) (6,850) (36,937) (22,805)
Income before income taxes 137,825 36,821 44,920 198,952 88,879
Income tax provision (34,633) (9,650) (11,334) (49,974) (22,601)
Net income $ 103,192 $ 27,171 $ 33,586 $ 148,978 $ 66,278
Weighted average common shares outstanding:
Basic 39,315 39,087 39,312 39,264 39,020
Diluted 39,526 39,292 39,387 39,396 39,202
Net income per common share:
Basic $ 2.62 $ 0.70 $ 0.85 $ 3.79 $ 1.70
Diluted $ 2.61 $ 0.69 $ 0.85 $ 3.78 $ 1.69
Dividends declared per common share $ 1.70 $ 0.09 $ 0.10 $ 1.90 $ 0.27

See accompanying summary notes to consolidated financial statements and segment information.

Wood Products Segment

Statements of Operations

(in thousands, except percentages)

Three Months Ended Nine Months Ended
September 30 June 30, 2020 September 30
2020 2019 2020 2019
Segment sales $ 363,674 $ 325,102 $ 281,505 $ 965,240 $ 978,881
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation) 268,930 283,354 239,626 782,590 855,929
Depreciation and amortization 13,938 15,252 13,931 57,472 43,082
Selling and distribution expenses 9,684 7,718 7,552 25,220 23,284
General and administrative expenses 5,084 3,379 3,451 11,547 10,480
Loss on curtailment of facility 38 1,707
Other (income) expense, net 3 (198) (167) (168) (29)
297,639 309,505 264,431 878,368 932,746
Segment income $ 66,035 $ 15,597 $ 17,074 $ 86,872 $ 46,135
(percentage of sales)
Segment sales 100.0 % 100.0 % 100.0 % 100.0 % 100.0 %
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation) 73.9 % 87.2 % 85.1 % 81.1 % 87.4 %
Depreciation and amortization 3.8 % 4.7 % 4.9 % 6.0 % 4.4 %
Selling and distribution expenses 2.7 % 2.4 % 2.7 % 2.6 % 2.4 %
General and administrative expenses 1.4 % 1.0 % 1.2 % 1.2 % 1.1 %
Loss on curtailment of facility % % % 0.2 % %
Other (income) expense, net % (0.1 %) (0.1) % % %
81.8 % 95.2 % 93.9 % 91.0 % 95.3 %
Segment income 18.2 % 4.8 % 6.1 % 9.0 % 4.7 %

Building Materials Distribution Segment

Statements of Operations

(in thousands, except percentages)

Three Months Ended Nine Months Ended
September 30 June 30, 2020 September 30
2020 2019 2020 2019
Segment sales $ 1,437,683 $ 1,145,621 $ 1,134,260 $ 3,621,940 $ 3,150,750
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation) 1,201,722 996,313 982,385 3,101,948 2,758,375
Depreciation and amortization 5,686 5,278 5,584 16,614 15,438
Selling and distribution expenses 113,146 98,797 95,958 300,527 269,012
General and administrative expenses 9,282 6,759 7,206 22,623 18,420
Other (income) expense, net (54) (191) (83) (185) (477)
1,329,782 1,106,956 1,091,050 3,441,527 3,060,768
Segment income $ 107,901 $ 38,665 $ 43,210 $ 180,413 $ 89,982
(percentage of sales)
Segment sales 100.0 % 100.0 % 100.0 % 100.0 % 100.0 %
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation) 83.6 % 87.0 % 86.6 % 85.6 % 87.5 %
Depreciation and amortization 0.4 % 0.5 % 0.5 % 0.5 % 0.5 %
Selling and distribution expenses 7.9 % 8.6 % 8.5 % 8.3 % 8.5 %
General and administrative expenses 0.6 % 0.6 % 0.6 % 0.6 % 0.6 %
Other (income) expense, net % % % % %
92.5 % 96.6 % 96.2 % 95.0 % 97.1 %
Segment income 7.5 % 3.4 % 3.8 % 5.0 % 2.9 %

Segment Information

(in thousands)

Three Months Ended Nine Months Ended
September 30 June 30, 2020 September 30
2020 2019 2020 2019
Segment sales
Wood Products $ 363,674 $ 325,102 $ 281,505 $ 965,240 $ 978,881
Building Materials Distribution 1,437,683 1,145,621 1,134,260 3,621,940 3,150,750
Intersegment eliminations (212,044) (201,199) (173,005) (584,573) (587,940)
Total net sales $ 1,589,313 $ 1,269,524 $ 1,242,760 $ 4,002,607 $ 3,541,691
Segment income
Wood Products $ 66,035 $ 15,597 $ 17,074 $ 86,872 $ 46,135
Building Materials Distribution 107,901 38,665 43,210 180,413 89,982
Total segment income 173,936 54,262 60,284 267,285 136,117
Unallocated corporate costs (15,364) (9,364) (8,514) (31,396) (24,433)
Income from operations $ 158,572 $ 44,898 $ 51,770 $ 235,889 $ 111,684
Segment EBITDA (a)
Wood Products $ 79,973 $ 30,849 $ 31,005 $ 144,344 $ 89,217
Building Materials Distribution 113,587 43,943 48,794 197,027 105,420

See accompanying summary notes to consolidated financial statements and segment information.

Boise Cascade Company

Consolidated Balance Sheets

(in thousands)

September 30, 2020 December 31, 2019
ASSETS
Current
Cash and cash equivalents $ 503,935 $ 285,237
Receivables
Trade, less allowances of $1,629 and $591 425,585 215,894
Related parties 375 568
Other 11,929 15,184
Inventories 454,327 497,596
Prepaid expenses and other 17,368 8,285
Total current assets 1,413,519 1,022,764
Property and equipment, net 447,330 476,949
Operating lease right-of-use assets 63,231 64,228
Finance lease right-of-use assets 30,033 21,798
Timber deposits 13,945 12,287
Goodwill 60,382 60,382
Intangible assets, net 16,880 17,797
Deferred income taxes 7,619 7,952
Other assets 6,897 9,194
Total assets $ 2,059,836 $ 1,693,351

Boise Cascade Company

Consolidated Balance Sheets (continued)

(in thousands, except per-share data)

September 30, 2020 December 31, 2019
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable
Trade $ 381,038 $ 222,930
Related parties 1,654 1,624
Accrued liabilities
Compensation and benefits 118,437 83,943
Income taxes payable 16,606
Interest payable 3,596 6,723
Dividends payable 62,722
Other 92,335 69,772
Total current liabilities 676,388 384,992
Debt
Long-term debt 443,583 440,544
Other
Compensation and benefits 32,005 45,586
Operating lease liabilities, net of current portion 57,494 58,029
Finance lease liabilities, net of current portion 31,923 23,419
Deferred income taxes 24,275 26,694
Other long-term liabilities 16,032 12,757
161,729 166,485
Commitments and contingent liabilities
Stockholders' equity
Preferred stock, $0.01 par value per share; 50,000 shares authorized, no shares issued and outstanding
Common stock, $0.01 par value per share; 300,000 shares authorized, 44,568 and 44,353 shares issued, respectively 446 444
Treasury stock, 5,367 shares at cost (138,909) (138,909)
Additional paid-in capital 536,025 533,345
Accumulated other comprehensive loss (49,732) (50,248)
Retained earnings 430,306 356,698
Total stockholders' equity 778,136 701,330
Total liabilities and stockholders' equity $ 2,059,836 $ 1,693,351

Boise Cascade Company

Consolidated Statements of Cash Flows

(in thousands)

Nine Months Ended September 30
2020 2019
Cash provided by (used for) operations
Net income $ 148,978 $ 66,278
Items in net income not using (providing) cash
Depreciation and amortization, including deferred financing costs and other 76,784 61,340
Stock-based compensation 5,839 6,016
Pension expense 1,492 2,687
Deferred income taxes (2,460) 10,008
Change in fair value of interest rate swaps 2,681 3,103
Loss on curtailment of facility (excluding severance) 1,476
Other 205 (235)
Loss on extinguishment of debt 13,968
Decrease (increase) in working capital, net of acquisitions
Receivables (205,995) (77,811)
Inventories 42,904 45,184
Prepaid expenses and other (9,641) (3,516)
Accounts payable and accrued liabilities 213,935 66,130
Pension contributions (12,659) (1,324)
Income taxes payable 17,121 19,109
Other (857) (2,219)
Net cash provided by operations 293,771 194,750
Cash provided by (used for) investment
Expenditures for property and equipment (46,994) (53,249)
Acquisitions of businesses and facilities (15,676)
Proceeds from sales of facilities 2,493
Proceeds from sales of assets and other 563 1,644
Net cash used for investment (46,431) (64,788)
Cash provided by (used for) financing
Borrowings of long-term debt, including revolving credit facility 400,000 5,500
Payments of long-term debt, including revolving credit facility (405,774) (5,500)
Payments of deferring financing costs (6,222)
Dividends paid on common stock (12,553) (11,070)
Tax withholding payments on stock-based awards (3,309) (3,575)
Other (784) (545)
Net cash used for financing (28,642) (15,190)
Net increase in cash and cash equivalents 218,698 114,772
Balance at beginning of the period 285,237 191,671
Balance at end of the period $ 503,935 $ 306,443

Summary Notes to Consolidated Financial Statements and Segment Information

The Consolidated Statements of Operations, Segment Statements of Operations, Consolidated Balance Sheets, Consolidated Statements of Cash Flows, and Segment Information presented herein do not include the notes accompanying the Company's Consolidated Financial Statements and should be read in conjunction with the Company’s 2019 Form 10-K and the Company's other filings with the Securities and Exchange Commission. Net income for all periods presented involved estimates and accruals.

(a)EBITDA represents income before interest (interest expense and interest income), income taxes, and depreciation and amortization. Additionally, we disclose Adjusted EBITDA, which further adjusts EBITDA to exclude the change in fair value of interest rate swaps and loss on extinguishment of debt. The following table reconciles net income to EBITDA and Adjusted EBITDA for the three months ended September 30, 2020 and 2019, and June 30, 2020, and the nine months ended September 30, 2020 and 2019:

Three Months Ended Nine Months Ended
September 30 June 30, 2020 September 30
2020 2019 2020 2019
(in thousands)
Net income $ 103,192 $ 27,171 $ 33,586 $ 148,978 $ 66,278
Interest expense 7,002 6,532 6,633 20,056 19,455
Interest income (113) (837) (190) (958) (1,745)
Income tax provision 34,633 9,650 11,334 49,974 22,601
Depreciation and amortization 20,029 20,969 19,899 75,260 59,640
EBITDA 164,743 63,485 71,262 293,310 166,229
Change in fair value of interest rate swaps (147) 569 514 2,681 3,103
Loss on extinguishment of debt 13,968 13,968
Adjusted EBITDA $ 178,564 $ 64,054 $ 71,776 $ 309,959 $ 169,332

The following table reconciles segment income and unallocated corporate costs to EBITDA and adjusted EBITDA for the three months ended September 30, 2020 and 2019, and June 30, 2020, and the nine months ended September 30, 2020 and 2019:

Three Months Ended Nine Months Ended
September 30 June 30, 2020 September 30
2020 2019 2020 2019
(in thousands)
Wood Products
Segment income $ 66,035 $ 15,597 $ 17,074 $ 86,872 $ 46,135
Depreciation and amortization 13,938 15,252 13,931 57,472 43,082
EBITDA $ 79,973 $ 30,849 $ 31,005 $ 144,344 $ 89,217
Building Materials Distribution
Segment income $ 107,901 $ 38,665 $ 43,210 $ 180,413 $ 89,982
Depreciation and amortization 5,686 5,278 5,584 16,614 15,438
EBITDA $ 113,587 $ 43,943 $ 48,794 $ 197,027 $ 105,420
Corporate
Unallocated corporate costs $ (15,364) $ (9,364) $ (8,514) $ (31,396) $ (24,433)
Foreign currency exchange gain (loss) 265 (200) 409 (199) 210
Pension expense (excluding service costs) (302) (1,613) (302) (991) (2,202)
Change in fair value of interest rate swaps 147 (569) (514) (2,681) (3,103)
Loss on extinguishment of debt (13,968) (13,968)
Depreciation and amortization 405 439 384 1,174 1,120
EBITDA (28,817) (11,307) (8,537) (48,061) (28,408)
Change in fair value of interest rate swaps (147) 569 514 2,681 3,103
Loss on extinguishment of debt 13,968 13,968
Corporate adjusted EBITDA $ (14,996) $ (10,738) $ (8,023) $ (31,412) $ (25,305)
Total company adjusted EBITDA $ 178,564 $ 64,054 $ 71,776 $ 309,959 $ 169,332

14

Document

Exhibit 99.2

Boise Cascade Company

Quarterly Statistical Information

Wood Products Segment
2020
Q1 Q2 Q3 Q4 YTD
LVL sales volume (MCF) 4,673 3,847 4,560 13,080
I-joist sales volume (MELF) 59,487 49,514 63,000 172,001
Plywood sales volume (MSF 3/8") 317,843 313,995 315,950 947,788
Lumber sales volume (MBF) 22,807 21,901 21,592 66,300
LVL mill net sales price ($/CF) $ 18.50 $ 18.36 $ 18.14 $ 18.33
I-joist mill net sales price ($/MELF) $ 1,276 $ 1,260 $ 1,237 $ 1,257
Plywood net sales price ($/MSF 3/8") $ 267 $ 287 $ 428 $ 328
Lumber net sales price ($/MBF) $ 520 $ 535 $ 596 $ 550
Segment sales (000) $ 320,061 $ 281,505 $ 363,674 $ 965,240
Segment income $ 3,763 $ 17,074 $ 66,035 $ 86,872
Segment depreciation and amortization (000)3 $ 29,603 $ 13,931 $ 13,938 $ 57,472
Segment EBITDA (000)1 $ 33,366 $ 31,005 $ 79,973 $ 144,344
EBITDA as a percentage of sales 10.4 % 11.0 % 22.0 % 15.0 %
Capital spending (000) $ 11,341 $ 5,644 $ 6,316 $ 23,301
Receivables (000) $ 69,136 $ 67,674 $ 86,892
Inventories (000) $ 164,230 $ 140,120 $ 136,681
Accounts payable (000) $ 44,315 $ 38,898 $ 48,194
2019
Q1 Q2 Q3 Q4 YTD
LVL sales volume (MCF) 4,332 4,594 4,632 4,343 17,901
I-joist sales volume (MELF) 52,166 60,402 60,018 53,966 226,552
Plywood sales volume (MSF 3/8") 335,989 343,035 343,422 314,769 1,337,215
Lumber sales volume (MBF) 20,394 22,059 22,001 20,816 85,270
LVL mill net sales price ($/CF) $ 18.87 $ 18.70 $ 18.59 $ 18.51 $ 18.66
I-joist mill net sales price ($/MELF) $ 1,266 $ 1,279 $ 1,268 $ 1,266 $ 1,270
Plywood net sales price ($/MSF 3/8") $ 287 $ 272 $ 254 $ 251 $ 266
Lumber net sales price ($/MBF) $ 653 $ 637 $ 601 $ 552 $ 611
Segment sales (000) $ 319,523 $ 334,256 $ 325,102 $ 296,286 $ 1,275,167
Segment income $ 11,630 $ 18,908 $ 15,597 $ 8,062 $ 54,197
Segment depreciation and amortization (000) $ 13,738 $ 14,092 $ 15,252 $ 14,589 $ 57,671
Segment EBITDA (000)1 $ 25,368 $ 33,000 $ 30,849 $ 22,651 $ 111,868
EBITDA as a percentage of sales 7.9 % 9.9 % 9.5 % 7.6 % 8.8 %
Capital spending (000) $ 10,694 $ 10,883 $ 9,045 $ 22,838 $ 53,460
Receivables (000) $ 65,977 $ 69,742 $ 65,340 $ 46,712
Inventories (000) $ 183,413 $ 163,846 $ 153,801 $ 158,746
Accounts payable (000) $ 45,370 $ 50,589 $ 46,238 $ 44,356

Boise Cascade Company

Quarterly Statistical Information (continued)

Wood Products Segment (continued)
Q2 Q3 Q4 YTD
LVL sales volume (MCF) 4,816 4,463 3,577 17,669
I-joist sales volume (MELF) 68,060 61,434 44,995 237,014
Plywood sales volume (MSF 3/8") 368,897 368,046 325,870 1,422,724
Lumber sales volume (MBF) 45,913 33,911 25,378 152,555
LVL mill net sales price (/CF) 17.30 $ 18.25 $ 18.33 $ 18.73 $ 18.11
I-joist mill net sales price (/MELF) 1,179 $ 1,220 $ 1,261 $ 1,213 $ 1,218
Plywood net sales price (/MSF 3/8") 356 $ 379 $ 357 $ 306 $ 351
Lumber net sales price (/MBF) 556 $ 570 $ 623 $ 629 $ 588
Segment sales (000) 397,991 $ 425,483 $ 402,672 $ 307,124 $ 1,533,270
Segment income (loss) (000)2 26,121 $ 36,482 $ 13,929 $ (86,554) $ (10,022)
Segment depreciation and amortization (000)4 17,544 $ 19,453 $ 18,727 $ 71,265 $ 126,989
Segment EBITDA (000)1,2 43,665 $ 55,935 $ 32,656 $ (15,289) $ 116,967
EBITDA as a percentage of sales % 13.1 % 8.1 % (5.0) % 7.6 %
Capital spending (000) 8,656 $ 6,279 $ 12,208 $ 26,249 $ 53,392
Receivables (000) 91,190 $ 88,073 $ 81,870 $ 66,687
Inventories (000) 167,579 $ 169,492 $ 181,534 $ 188,380
Accounts payable (000) 54,774 $ 66,285 $ 66,379 $ 45,260
1Segment EBITDA is calculated as segment income (loss) before depreciation and amortization.
2Segment income (loss) and segment EBITDA in third and fourth quarters 2018 include 11.0 million and 24.0 million, respectively, of charges related to the sale of assets.
3Segment depreciation and amortization in first quarter 2020 includes accelerated depreciation of 15.0 million to fully depreciate the curtailed I-joist production assets at our Roxboro, North Carolina facility.
4Segment depreciation and amortization in fourth quarter 2018 includes accelerated depreciation of 55.0 million to fully depreciate the curtailed LVL production assets at our Roxboro, North Carolina facility.

All values are in US Dollars.

Boise Cascade Company

Quarterly Statistical Information (continued)

Building Materials Distribution Segment
2020
Q1 Q2 Q3 Q4 YTD
Commodity sales 41.9 % 43.2 % 50.0 % 45.5 %
General line sales 37.9 % 39.5 % 33.6 % 36.7 %
EWP sales 20.2 % 17.3 % 16.4 % 17.8 %
Total sales (000) $ 1,049,997 $ 1,134,260 $ 1,437,683 $ 3,621,940
Gross margin1 12.6 % 13.4 % 16.4 % 14.4 %
Segment income (000) $ 29,302 $ 43,210 $ 107,901 $ 180,413
Segment depreciation and amortization (000) $ 5,344 $ 5,584 $ 5,686 $ 16,614
Segment EBITDA (000)2 $ 34,646 $ 48,794 $ 113,587 $ 197,027
EBITDA as a percentage of sales 3.3 % 4.3 % 7.9 % 5.4 %
Capital spending (000) $ 6,528 $ 4,358 $ 11,708 $ 22,594
Receivables (000) $ 304,082 $ 322,430 $ 386,236
Inventories (000) $ 372,084 $ 316,008 $ 317,646
Accounts payable (000) $ 282,886 $ 297,147 $ 357,381
2019
Q1 Q2 Q3 Q4 YTD
Commodity sales 43.9 % 41.0 % 40.8 % 41.4 % 41.7 %
General line sales 35.6 % 39.2 % 39.7 % 37.8 % 38.2 %
EWP sales 20.5 % 19.8 % 19.5 % 20.8 % 20.1 %
Total sales (000) $ 907,708 $ 1,097,421 $ 1,145,621 $ 986,969 $ 4,137,719
Gross margin1 11.8 % 12.4 % 13.0 % 13.0 % 12.6 %
Segment income (000) $ 17,517 $ 33,800 $ 38,665 $ 26,254 $ 116,236
Segment depreciation and amortization (000) $ 5,132 $ 5,028 $ 5,278 $ 5,331 $ 20,769
Segment EBITDA (000)2 $ 22,649 $ 38,828 $ 43,943 $ 31,585 $ 137,005
EBITDA as a percentage of sales 2.5 % 3.5 % 3.8 % 3.2 % 3.3 %
Capital spending (000)3 $ 3,634 $ 5,163 $ 10,582 $ 5,667 $ 25,046
Receivables (000) $ 264,867 $ 288,032 $ 276,407 $ 204,410
Inventories (000) $ 390,447 $ 360,605 $ 338,787 $ 338,851
Accounts payable (000) $ 259,368 $ 238,932 $ 257,818 $ 177,155

Boise Cascade Company

Quarterly Statistical Information (continued)

Building Materials Distribution Segment (continued)
Q2 Q3 Q4 YTD
Commodity sales % 49.6 % 47.9 % 45.8 % 48.3 %
General line sales % 32.4 % 33.2 % 35.5 % 33.1 %
EWP sales % 18.0 % 18.9 % 18.7 % 18.6 %
Total sales (000) 992,381 $ 1,213,783 $ 1,159,304 $ 922,234 $ 4,287,702
Gross margin1 % 12.0 % 10.3 % 10.9 % 11.3 %
Segment income (000) 32,388 $ 47,713 $ 23,504 $ 8,905 $ 112,510
Segment depreciation and amortization (000) 4,172 $ 4,447 $ 4,755 $ 4,906 $ 18,280
Segment EBITDA (000)2 36,560 $ 52,160 $ 28,259 $ 13,811 $ 130,790
EBITDA as a percentage of sales % 4.3 % 2.4 % 1.5 % 3.1 %
Capital spending (000)4 4,419 $ 8,716 $ 7,098 $ 5,591 $ 25,824
Receivables (000) 294,940 $ 321,310 $ 277,928 $ 193,759
Inventories (000) 371,144 $ 403,114 $ 377,909 $ 344,669
Accounts payable (000) 282,678 $ 304,364 $ 260,083 $ 178,182
1We define gross margin as "Sales" less "Materials, labor, and other operating expenses (excluding depreciation)." Substantially all costs included in "Materials, labor, and other operating expenses (excluding depreciation)" for our Building Materials Distribution segment are for inventory purchased for resale. Gross margin percentage is gross margin as a percentage of segment sales.
2Segment EBITDA is calculated as segment income before depreciation and amortization.
3During 2019, capital spending in second quarter excludes 15.7 million of cash paid for the acquisition of businesses and facilities.
4During 2018, capital spending in second and fourth quarters excludes 17.6 million and 8.0 million, respectively, of cash paid for the acquisition of businesses and facilities.

All values are in US Dollars.

Boise Cascade Company

Quarterly Statistical Information (continued)

Reconciliation of Non-GAAP Financial Measures

(in thousands)

Total Boise Cascade Company
EBITDA represents income (loss) before interest (interest expense and interest income), income taxes, and depreciation and amortization. Additionally, we disclose Adjusted EBITDA, which further adjusts EBITDA to exclude the change in fair value of interest rate swaps and loss on extinguishment of debt. The following tables reconcile net income (loss) to EBITDA and Adjusted EBITDA for the periods noted below:
2020
Q1 Q2 Q3 Q4 YTD
Net income $ 12,200 $ 33,586 $ 103,192 $ 148,978
Interest expense 6,421 6,633 7,002 20,056
Interest income (655) (190) (113) (958)
Income tax provision 4,007 11,334 34,633 49,974
Depreciation and amortization 35,332 19,899 20,029 75,260
EBITDA 57,305 71,262 164,743 293,310
Change in fair value of interest rate swaps 2,314 514 (147) 2,681
Loss on extinguishment of debt 13,968 13,968
Adjusted EBITDA $ 59,619 $ 71,776 $ 178,564 $ 309,959
2019
Q1 Q2 Q3 Q4 YTD
Net income $ 11,389 $ 27,718 $ 27,171 $ 14,647 $ 80,925
Interest expense 6,437 6,486 6,532 6,596 26,051
Interest income (492) (416) (837) (1,066) (2,811)
Income tax provision 3,200 9,751 9,650 4,705 27,306
Depreciation and amortization 19,217 19,454 20,969 20,501 80,141
EBITDA 39,751 62,993 63,485 45,383 211,612
Change in fair value of interest rate swaps 983 1,551 569 (140) 2,963
Adjusted EBITDA $ 40,734 $ 64,544 $ 64,054 $ 45,243 $ 214,575
2018
Q1 Q2 Q3 Q4 YTD
Net income (loss) $ 37,050 $ 41,825 $ 13,848 $ (72,246) $ 20,477
Interest expense 6,362 6,580 6,585 6,666 26,193
Interest income (264) (237) (500) (648) (1,649)
Income tax provision (benefit) 9,790 13,835 (814) (21,186) 1,625
Depreciation and amortization 22,111 24,296 23,881 76,549 146,837
EBITDA 75,049 86,299 43,000 (10,865) 193,483
Change in fair value of interest rate swaps (1,641) (499) (279) 1,868 (551)
Adjusted EBITDA $ 73,408 $ 85,800 $ 42,721 $ (8,997) $ 192,932

For additional information regarding the non-GAAP measures presented in this document, please refer to our press release announcing our third quarter 2020 financial results, a copy of which attached as Exhibit 99.1 to our Current Report on Form 8-K furnished to the Securities and Exchange Commission on October 30, 2020.

5

Document

Exhibit 99.3

Boise Cascade Company
1111 West Jefferson Street, Suite 300
Boise, ID 83702 News Release
--- Media Contact<br><br><br><br>Lisa Tschampl<br><br>Office 208-384-6552 Investor Relations Contact<br><br><br><br>Wayne Rancourt<br><br>Office 208-384-6073
--- ---

For Immediate Release: October 30, 2020

Boise Cascade announces promotion of Jill Twedt to Senior Vice President

BOISE, Idaho – Boise Cascade Company (Boise Cascade) (NYSE: BCC) today announced that Jill Twedt has been promoted to senior vice president.

“We are pleased to announce Jill’s promotion. Her strong performance, demonstrated leadership, and collaborative approach have helped to build a trusted legal team that provides strategic partnership across the organization,” said CEO Nate Jorgensen.

Ms. Twedt was named general counsel in 2019 and was appointed as vice president and corporate secretary in 2017. In her role, she leads the legal, records management, sustainability, environmental, and compliance functions for the Company.

Ms. Twedt joined Boise Cascade as senior counsel in 2007. She received her Bachelor of Arts in political science from the College of Idaho, where she currently serves as the Vice Chair of the Board of Trustees. She earned her law degree from the University of Idaho, College of Law. She is actively involved in the Boise community and currently serves on the United Way of Treasure Valley’s Board of Trustees. Ms. Twedt has been recognized by the Idaho Business Review as a Leader in Law and an Accomplished Under 40 award.

About Boise Cascade

Boise Cascade is one of the largest producers of engineered wood products and plywood in North America and a leading U.S. wholesale distributor of building products. For more information, please visit our website at www.bc.com.