8-K

BOISE CASCADE Co (BCC)

8-K 2020-05-07 For: 2020-05-07
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): May 7, 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 May 7, 2020, Boise Cascade Company (the "Company") issued a press release announcing its first quarter 2020 financial results and COVID-19 business update, 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 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 Release and COVID-19 Business Update dated May 7, 2020.
99.2 Boise Cascade Company Quarterly Statistical Information.
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: May 7, 2020
		Exhibit
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 Chapman<br><br>208 384 6552
--- ---

For Immediate Release: May 7, 2020

Boise Cascade Company Reports First Quarter 2020 Results and Provides COVID-19 Business Update

BOISE, Idaho - Boise Cascade Company ("Boise Cascade," the "Company," "we," or "our") (NYSE: BCC) today reported net income of $12.2 million, or $0.31 per share, on sales of $1.2 billion for the first quarter ended March 31, 2020. First quarter 2020 results include $15.0 million and $1.7 million, respectively, of pre-tax accelerated depreciation and other curtailment related costs, or $0.32 per share after-tax, due to the previously announced permanent curtailment of I-joist production at our Roxboro, North Carolina, facility.

“As we respond to the impacts and uncertainties of COVID-19, our focus remains on the health and safety of our associates, followed by business continuity. At the same time, we are fortunate to have entered 2020 in a sound financial position,” commented Nate Jorgensen, CEO. “Our first quarter financial results were strong in both businesses, demonstrating the strength of our integrated business model. We will continue to take the necessary steps to preserve our financial position and effectively support our customers, and ultimately will strive to balance the priorities of the various stakeholders that depend on us."

For discussion of the impacts and our continued response to COVID-19, see 'Balance Sheet and Liquidity' and 'Outlook' below.

First Quarter 2020 Highlights 1Q 2020 1Q 2019 % change
(in thousands, except per-share data and percentages)
Consolidated Results
Sales $ 1,170,534 $ 1,042,086 12 %
Net income 12,200 11,389 7 %
Net income per common share - diluted 0.31 0.29 7 %
Adjusted EBITDA ^1^ 59,619 40,734 46 %
Segment Results
Wood Products sales $ 320,061 $ 319,523 %
Wood Products income 3,763 11,630 (68 )%
Wood Products EBITDA ^1^ 33,366 25,368 32 %
Building Materials Distribution sales 1,049,997 907,708 16 %
Building Materials Distribution income 29,302 17,517 67 %
Building Materials Distribution EBITDA ^1^ 34,646 22,649 53 %

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


In the first quarter 2020, total U.S. housing starts increased 22% compared to the same period last year. Single-family housing starts, the primary driver of our sales volumes, also increased 12%.

Wood Products

Wood Products sales, including sales to Building Materials Distribution (BMD), increased $0.5 million to $320.1 million for the three months ended March 31, 2020, from $319.5 million for the three months ended March 31, 2019. The modest increase in sales was driven primarily by higher sales volumes for I-joists and LVL (I-joists and LVL are collectively referred to as EWP). These increases were offset partially by decreases in sales prices and sales volumes for plywood. In addition, LVL net sales prices decreased and I-joists net sales prices were relatively flat compared with the prior year quarter.

Wood Products segment income decreased $7.9 million to $3.8 million for the three months ended March 31, 2020, from $11.6 million for the three months ended March 31, 2019. The decrease in segment income was due primarily to accelerated depreciation of $15.0 million and other closure-related costs of $1.7 million at our Roxboro, North Carolina facility, as well as lower plywood prices. These decreases were offset partially by lower manufacturing costs and higher EWP volumes.

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

1Q 2020 vs. 1Q 2019 1Q 2020 vs. 4Q 2019
Average Net Selling Prices
LVL (2)% —%
I-joists 1% 1%
Plywood (7)% 6%
Sales Volumes
LVL 8% 8%
I-joists 14% 10%
Plywood (5)% 1%

On February 20, 2020, we decided to permanently curtail I-joist production at our Roxboro, North Carolina facility by March 31, 2020. As a result of the curtailment, we recorded $15.0 million of accelerated depreciation during first quarter 2020 to fully depreciate the curtailed I-joist assets. In addition, we recorded $1.7 million of various closure-related costs.

Building Materials Distribution

BMD's sales increased $142.3 million, or 16%, to $1,050.0 million for the three months ended March 31, 2020, from $907.7 million for the three months ended March 31, 2019. Compared with the same quarter in the prior year, the overall increase in sales was driven by a sales volume increase of 17% offset partially by a sales price decrease of 1%. By product line, commodity sales increased 11%, general line product sales increased 23%, and sales of EWP (substantially all of which is sourced through our Wood Products segment) increased 14%.

BMD segment income increased $11.8 million to $29.3 million for the three months ended March 31, 2020, from $17.5 million in the comparative prior year quarter. The increase in segment income was driven primarily by a gross margin increase of $24.6 million, resulting from improved gross margins on commodity products and higher sales of general line products and EWP compared with first quarter 2019. This improvement was offset partially by increased selling and distribution expenses of $12.2 million.

2


Balance Sheet and Liquidity

Boise Cascade ended first quarter 2020 with $215.0 million of cash and cash equivalents and $345.4 million of undrawn committed bank line availability, for total available liquidity of $560.4 million. The Company had $439.9 million of outstanding debt at March 31, 2020, with no maturities prior to 2024.

On March 13, 2020, we entered into the sixth amendment to the Amended and Restated Credit Agreement (the Amendment) related to the Company's senior secured asset-based revolving credit facility and term loan. The Amendment extends the maturity date of the agreement from May 1, 2022, to the earlier of (i) March 13, 2025 and (ii) 90 days prior to the maturity of our $350 million of 5.625% senior notes due September 1, 2024 (or the maturity date of any permitted refinancing indebtedness in respect thereof). In addition, the Amendment reduces the maximum amount available for revolving loans under the agreement from $370.0 million to $350.0 million. The term loan within the Credit Agreement remains at $50.0 million.

In response to the impacts of COVID-19, we have reduced our planned capital spending for 2020 from our previously expected range of $85-to-$95 million to $50-to-$70 million. Included in our 2020 capital spending is the completion of the log utilization center improvement project at our plywood and veneer facility in Florien, Louisiana, as well as BMD's door shop expansion in Dallas, Texas. We have reduced discretionary spending in response to the COVID-19 impact. In addition, we have identified a number of other cash saving measures that may be implemented in the near term, the timing and extent of which will depend upon the depth and duration of COVID-19 and its impact on our operating results.

Although significant uncertainty remains regarding the impact of COVID-19 on our 2020 operating results and cash flows, we believe that our cash flows from operations, combined with our current cash levels and available borrowing capacity, will be adequate to fund debt service requirements and provide cash, as required, to support our ongoing operations, capital expenditures, funding of acquisitions, lease obligations, working capital, pension contributions, and to pay cash dividends to holders of our common stock over the next 12 months. We expect to fund our seasonal and intra-month working capital requirements in 2020 from cash on hand and, if necessary, borrowings under our revolving credit facility.

Dividends

On May 7, 2020, our board of directors declared a dividend of $0.10 per share on our common stock, payable on June 15, 2020, to stockholders of record on June 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.

3


Outlook

The full impacts of the global emergence of COVID-19 on our business and financial results are currently unknown. We are conducting business with modifications to our manufacturing production levels, 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. We have observed other companies as well as various governmental agencies taking precautionary and preemptive actions to address COVID-19, and further actions may yet be taken that alter our normal business operations as well as those in our industry. The U.S. Department of Homeland Security (DHS) has designated the forest products industry, and thereby wood products manufacturing and building materials distribution, as part of the Essential Critical Infrastructure Workforce. However, state and local agencies are not mandated to follow the DHS designations, and in certain geographies across the U.S., additional restrictions have been imposed that further limit or preclude residential construction activity.

Given the current outlook and with sufficient inventory on hand, our Wood Products segment has implemented changes to reduce the volume of EWP and plywood it will produce. In April 2020, we temporarily curtailed or reduced operating schedules at essentially all of our manufacturing facilities, and we expect to continue temporary curtailment of certain operations until market conditions improve. All of our distribution facilities continue to operate, but at reduced activity levels, particularly at locations whose trade areas have been subject to additional state or local restrictions. 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 disruptions to our supply chain and have been able to source the necessary raw materials and finished goods needed by our operations. We continue to actively monitor evolving developments and may take further 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 associates, customers, suppliers and stockholders.

Demand for the products we manufacture, as well as the products we purchase and distribute, is closely correlated with new residential construction in the U.S., which has been historically cyclical. To a lesser extent, demand for our products correlates with residential repair-and-remodeling activity and light commercial construction. The full impacts of the global emergence of COVID-19 on housing starts, residential repair-and-remodeling activity, and light commercial construction is uncertain. However, economists predict that housing starts will be negatively impacted compared to expectations prior to the COVID-19 outbreak. As of April 2020, the Blue Chip Economic Indicators consensus forecast for 2020 and 2021 single- and multi-family housing starts in the U.S. were 1.16 million and 1.25 million units, respectively, compared with actual housing starts of 1.29 million in 2019, as reported by the U.S. Census Bureau. Based upon current housing market indices, among other indicators, housing start levels for the second quarter of 2020 are likely to be below 1.00 million on a seasonally adjusted annual basis.

Although we believe that current U.S. demographics are supportive of higher levels of housing starts, we expect the economic consequences of COVID-19 to negatively impact residential construction. In particular, COVID-19 is expected to adversely affect the pace of household formation rates and residential repair-and-remodeling activity due to high unemployment rates, lower wages, low consumer confidence, prospective home buyers' lack of ability to view homes in person, prospective home buyers' access to and cost of financing, and housing affordability, as well as other factors. Household formation rates in turn will be a key factor behind the demand for new construction.

Robust construction activity in the first two months of 2020, as evidenced by seasonally adjusted annual rates of housing starts around 1.6 million, drove sharp increases in commodity products pricing that peaked in mid-March. However, concerns and uncertainty about the impacts of COVID-19 since then have negatively impacted residential construction activity and building products demand, resulting in curtailments of production across the industry and a sharp decline in commodity prices. Current composite panel and lumber prices are approximately 15% below the peaks of mid-March 2020 and are at similar levels to those experienced in second quarter 2019. We anticipate that commodity products pricing in the second quarter of 2020 will remain at current low levels, with the balance of the year subject to price volatility that will be dependent on the impact of COVID-19 on residential construction, industry operating rates, net import and export activity, transportation constraints or disruptions, inventory levels in various distribution channels, and seasonal demand patterns.

4


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 first quarter earnings, and our continued response to the COVID-19 situation on Friday, May 8, 2020, at 11 a.m. Eastern.

To participate in the conference call, dial 844-795-4410 and use participant passcode 6587475 (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 Friday, May 8, 2020 at 2 p.m. Eastern through Friday, May 15, 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 6587475. 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.

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.

5


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 including the risk of impairment of long-lived assets and goodwill due to the severity of the COVID-19 impact on the economy should it continue unabated. 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.

6


Boise Cascade Company

Consolidated Statements of Operations

(in thousands, except per-share data)

Three Months Ended
March 31 December 31, <br>2019
2020 2019
Sales $ 1,170,534 $ 1,042,086 $ 1,101,713
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation) 992,270 897,822 939,375
Depreciation and amortization 35,332 19,217 20,501
Selling and distribution expenses 99,463 87,026 98,280
General and administrative expenses 16,084 16,675 19,008
Loss on curtailment of facility 1,669
Other (income) expense, net 169 (308 ) (226 )
1,144,987 1,020,432 1,076,938
Income from operations 25,547 21,654 24,775
Foreign currency exchange gain (loss) (873 ) 162 239
Pension expense (excluding service costs) (387 ) (299 ) (272 )
Interest expense (6,421 ) (6,437 ) (6,596 )
Interest income 655 492 1,066
Change in fair value of interest rate swaps (2,314 ) (983 ) 140
(9,340 ) (7,065 ) (5,423 )
Income before income taxes 16,207 14,589 19,352
Income tax provision (4,007 ) (3,200 ) (4,705 )
Net income $ 12,200 $ 11,389 $ 14,647
Weighted average common shares outstanding:
Basic 39,163 38,884 39,093
Diluted 39,405 39,203 39,418
Net income per common share:
Basic $ 0.31 $ 0.29 $ 0.37
Diluted $ 0.31 $ 0.29 $ 0.37
Dividends declared per common share $ 0.10 $ 0.09 $ 1.10

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

7


Wood Products Segment

Statements of Operations

(in thousands, except percentages)

Three Months Ended
March 31 December 31, <br>2019
2020 2019
Segment sales $ 320,061 $ 319,523 $ 296,286
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation) 274,034 283,030 261,611
Depreciation and amortization 29,603 13,738 14,589
Selling and distribution expenses 7,984 7,705 8,201
General and administrative expenses 3,012 3,628 3,962
Loss on curtailment of facility 1,669
Other (income) expense, net (4 ) (208 ) (139 )
316,298 307,893 288,224
Segment income $ 3,763 $ 11,630 $ 8,062
(percentage of sales)
Segment sales 100.0 % 100.0 % 100.0 %
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation) 85.6 % 88.6 % 88.3 %
Depreciation and amortization 9.2 % 4.3 % 4.9 %
Selling and distribution expenses 2.5 % 2.4 % 2.8 %
General and administrative expenses 0.9 % 1.1 % 1.3 %
Loss on curtailment of facility 0.5 % % %
Other (income) expense, net % (0.1 %) %
98.8 % 96.4 % 97.3 %
Segment income 1.2 % 3.6 % 2.7 %

8


Building Materials Distribution Segment

Statements of Operations

(in thousands, except percentages)

Three Months Ended
March 31 December 31, <br>2019
2020 2019
Segment sales $ 1,049,997 $ 907,708 $ 986,969
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation) 917,841 800,200 859,102
Depreciation and amortization 5,344 5,132 5,331
Selling and distribution expenses 91,423 79,265 90,027
General and administrative expenses 6,135 5,694 6,365
Other (income) expense, net (48 ) (100 ) (110 )
1,020,695 890,191 960,715
Segment income $ 29,302 $ 17,517 $ 26,254
(percentage of sales)
Segment sales 100.0 % 100.0 % 100.0 %
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation) 87.4 % 88.2 % 87.0 %
Depreciation and amortization 0.5 % 0.6 % 0.5 %
Selling and distribution expenses 8.7 % 8.7 % 9.1 %
General and administrative expenses 0.6 % 0.6 % 0.6 %
Other (income) expense, net % % %
97.2 % 98.1 % 97.3 %
Segment income 2.8 % 1.9 % 2.7 %

9


Segment Information

(in thousands)

Three Months Ended
March 31 December 31, <br>2019
2020 2019
Segment sales
Wood Products $ 320,061 $ 319,523 $ 296,286
Building Materials Distribution 1,049,997 907,708 986,969
Intersegment eliminations (199,524 ) (185,145 ) (181,542 )
Total net sales $ 1,170,534 $ 1,042,086 $ 1,101,713
Segment income
Wood Products $ 3,763 $ 11,630 $ 8,062
Building Materials Distribution 29,302 17,517 26,254
Total segment income 33,065 29,147 34,316
Unallocated corporate costs (7,518 ) (7,493 ) (9,541 )
Income from operations $ 25,547 $ 21,654 $ 24,775
Segment EBITDA (a)
Wood Products $ 33,366 $ 25,368 $ 22,651
Building Materials Distribution 34,646 22,649 31,585

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

10


Boise Cascade Company

Consolidated Balance Sheets

(in thousands)

March 31, 2020 December 31, 2019
ASSETS
Current
Cash and cash equivalents $ 214,992 $ 285,237
Receivables
Trade, less allowances of $980 and $591 327,254 215,894
Related parties 585 568
Other 12,288 15,184
Inventories 536,314 497,596
Prepaid expenses and other 13,957 8,285
Total current assets 1,105,390 1,022,764
Property and equipment, net 455,506 476,949
Operating lease right-of-use assets 64,496 64,228
Finance lease right-of-use assets 22,325 21,798
Timber deposits 14,658 12,287
Goodwill 60,382 60,382
Intangible assets, net 17,492 17,797
Deferred income taxes 7,509 7,952
Other assets 7,609 9,194
Total assets $ 1,755,367 $ 1,693,351

11


Boise Cascade Company

Consolidated Balance Sheets (continued)

(in thousands, except per-share data)

March 31, 2020 December 31, 2019
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable
Trade $ 307,224 $ 222,930
Related parties 2,431 1,624
Accrued liabilities
Compensation and benefits 56,379 83,943
Interest payable 1,782 6,723
Other 71,120 69,772
Total current liabilities 438,936 384,992
Debt
Long-term debt 439,915 440,544
Other
Compensation and benefits 41,953 45,586
Operating lease liabilities, net of current portion 58,367 58,029
Finance lease liabilities, net of current portion 23,919 23,419
Deferred income taxes 28,128 26,694
Other long-term liabilities 15,878 12,757
168,245 166,485
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, 44,564 and 44,353 shares issued, respectively 446 444
Treasury stock, 5,367 shares at cost (138,909 ) (138,909 )
Additional paid-in capital 531,735 533,345
Accumulated other comprehensive loss (50,033 ) (50,248 )
Retained earnings 365,032 356,698
Total stockholders' equity 708,271 701,330
Total liabilities and stockholders' equity $ 1,755,367 $ 1,693,351

12


Boise Cascade Company

Consolidated Statements of Cash Flows

(in thousands) Three Months Ended March 31
2020 2019
Cash provided by (used for) operations
Net income $ 12,200 $ 11,389
Items in net income not using (providing) cash
Depreciation and amortization, including deferred financing costs and other 35,859 19,788
Stock-based compensation 1,674 2,200
Pension expense 555 460
Deferred income taxes 1,197 1,313
Change in fair value of interest rate swaps 2,314 983
Loss on curtailment of facility (excluding severance) 1,438
Other 155 (49 )
Decrease (increase) in working capital
Receivables (108,229 ) (75,606 )
Inventories (39,045 ) (39,483 )
Prepaid expenses and other (3,205 ) (1,883 )
Accounts payable and accrued liabilities 55,629 29,810
Pension contributions (726 ) (469 )
Income taxes payable (2,111 ) 12,753
Other (172 ) 1,835
Net cash used for operations (42,467 ) (36,959 )
Cash provided by (used for) investment
Expenditures for property and equipment (18,563 ) (14,347 )
Proceeds from sales of facilities 2,493
Proceeds from sales of assets and other 103 1,149
Net cash used for investment (18,460 ) (10,705 )
Cash provided by (used for) financing
Dividends paid on common stock (4,645 ) (4,053 )
Tax withholding payments on stock-based awards (3,309 ) (3,569 )
Other (1,364 ) (181 )
Net cash used for financing (9,318 ) (7,803 )
Net decrease in cash and cash equivalents (70,245 ) (55,467 )
Balance at beginning of the period 285,237 191,671
Balance at end of the period $ 214,992 $ 136,204

13


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. The following table reconciles net income to EBITDA and Adjusted EBITDA for the three months ended March 31, 2020 and 2019, and December 31, 2019:
Three Months Ended
--- --- --- --- --- --- --- --- --- ---
March 31 December 31, <br>2019
2020 2019
(in thousands)
Net income $ 12,200 $ 11,389 $ 14,647
Interest expense 6,421 6,437 6,596
Interest income (655 ) (492 ) (1,066 )
Income tax provision 4,007 3,200 4,705
Depreciation and amortization 35,332 19,217 20,501
EBITDA 57,305 39,751 45,383
Change in fair value of interest rate swaps 2,314 983 (140 )
Adjusted EBITDA $ 59,619 $ 40,734 $ 45,243

14


The following table reconciles segment income and unallocated corporate costs to EBITDA and adjusted EBITDA for the three months ended March 31, 2020 and 2019, and December 31, 2019:

Three Months Ended
March 31 December 31, <br>2019
2020 2019
(in thousands)
Wood Products
Segment income $ 3,763 $ 11,630 $ 8,062
Depreciation and amortization 29,603 13,738 14,589
EBITDA $ 33,366 $ 25,368 $ 22,651
Building Materials Distribution
Segment income $ 29,302 $ 17,517 $ 26,254
Depreciation and amortization 5,344 5,132 5,331
EBITDA $ 34,646 $ 22,649 $ 31,585
Corporate
Unallocated corporate costs $ (7,518 ) $ (7,493 ) $ (9,541 )
Foreign currency exchange gain (loss) (873 ) 162 239
Pension expense (excluding service costs) (387 ) (299 ) (272 )
Change in fair value of interest rate swaps (2,314 ) (983 ) 140
Depreciation and amortization 385 347 581
EBITDA (10,707 ) (8,266 ) (8,853 )
Change in fair value of interest rate swaps 2,314 983 (140 )
Corporate adjusted EBITDA $ (8,393 ) $ (7,283 ) $ (8,993 )
Total company adjusted EBITDA $ 59,619 $ 40,734 $ 45,243

15

		Exhibit

Exhibit 99.2

Boise Cascade Company

Quarterly Statistical Information

Wood Products Segment
2020
Q1 Q2 Q3 Q4 YTD
LVL sales volume (MCF) 4,673 4,673
I-joist sales volume (MELF) 59,487 59,487
Plywood sales volume (MSF 3/8") 317,843 317,843
Lumber sales volume (MBF) 22,807 22,807
LVL mill net sales price ($/CF) $ 18.50 $ 18.50
I-joist mill net sales price ($/MELF) $ 1,276 $ 1,276
Plywood net sales price ($/MSF 3/8") $ 267 $ 267
Lumber net sales price ($/MBF) $ 520 $ 520
Segment sales (000) $ 320,061 $ 320,061
Segment income $ 3,763 $ 3,763
Segment depreciation and amortization (000)^3^ $ 29,603 $ 29,603
Segment EBITDA (000)^1^ $ 33,366 $ 33,366
EBITDA as a percentage of sales 10.4 % 10.4 %
Capital spending (000) $ 11,341 $ 11,341
Receivables (000) $ 69,136
Inventories (000) $ 164,230
Accounts payable (000) $ 44,315
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

1


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.

2


Boise Cascade Company

Quarterly Statistical Information (continued)

Building Materials Distribution Segment
2020
Q1 Q2 Q3 Q4 YTD
Commodity sales 41.9 % 41.9 %
General line sales 37.9 % 37.9 %
EWP sales 20.2 % 20.2 %
Total sales (000) $ 1,049,997 $ 1,049,997
Gross margin^1^ 12.6 % 12.6 %
Segment income (000) $ 29,302 $ 29,302
Segment depreciation and amortization (000) $ 5,344 $ 5,344
Segment EBITDA (000)^2^ $ 34,646 $ 34,646
EBITDA as a percentage of sales 3.3 % 3.3 %
Capital spending (000) $ 6,528 $ 6,528
Receivables (000) $ 304,082
Inventories (000) $ 372,084
Accounts payable (000) $ 282,886
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 margin^1^ 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

3


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.

4


Boise Cascade Company

Quarterly Statistical Information (continued)

Reconciliation of Non-GAAP Financial Measures

(000)

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. 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 $ 12,200
Interest expense 6,421 6,421
Interest income (655 ) (655 )
Income tax provision 4,007 4,007
Depreciation and amortization 35,332 35,332
EBITDA 57,305 57,305
Change in fair value of interest rate swaps 2,314 2,314
Adjusted EBITDA $ 59,619 $ 59,619
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 first 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 May 7, 2020.

5