8-K

BOISE CASCADE Co (BCC)

8-K 2020-07-31 For: 2020-07-29
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): July 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 1.02 Termination of a Material Definitive Agreement.

5.625% Senior Notes Due 2024

On July 27, 2020, Boise Cascade Company (the "Company") gave notice to U.S. Bank National Association, as trustee (the “Notes Trustee”) of its election to redeem all of the Company’s outstanding 5.625% Senior Notes due 2024 (the “2024 Notes”) on September 1, 2020 and irrevocably instructed the Notes Trustee to give notice of such redemption to the holders of 2024 Notes on July 29, 2020, or as soon as practicable thereafter but in no event later than 30 days prior to September 1, 2020.

On July 29, 2020, the Company irrevocably deposited with the Notes Trustee, an amount sufficient to pay and discharge the entire indebtedness on the 2024 Notes for principal and accrued and unpaid interest, to September 1, 2020 and all other amounts owed under the indenture governing the 2024 Notes. The Notes Trustee acknowledged that as of July 29, 2020, the obligations of the Company and the guarantors under the indenture governing the 2024 Notes were discharged and satisfied, and the Company and the guarantors under the indenture governing the 2024 Notes generally had no further obligations to the Notes Trustee or the holders of the 2024 Notes. The Notes Trustee further acknowledged the automatic release of the guarantees of the guarantors under the indenture governing the 2024 Notes. Upon such satisfaction and discharge, the indenture governing the 2024 Notes generally ceased to be of further effect.

Term Loan Agreement

On July 31, 2020, the Company repaid in full all outstanding indebtedness under its term loan agreement dated March 30, 2016, as amended (“Term Loan Agreement”), among the Company and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and Boise Cascade Building Materials Distribution, L.L.C., as borrowers, and the guarantors party thereto, and American AgCredit, PCA, as administrative agent and sole lead arranger, and the other lenders from time to time party thereto. The Term Loan Agreement and related security interests were terminated in conjunction with the repayment of $45.0 million of principal plus accrued interest. The material terms of the Term Loan Agreement are described in the Company’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on May 7, 2020.

The foregoing summary of the Term Loan Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the Term Loan Agreement, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 10-Q filed with the SEC on May 3, 2016, and is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

On July 31, 2020, the Company issued a press release announcing its second 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 datedJuly 31, 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: July 31, 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 Chapman<br><br>208 384 6552
--- ---

For Immediate Release: July 31, 2020

Boise Cascade Company Reports Second 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 $33.6 million, or $0.85 per share, on sales of $1.2 billion for the second quarter ended June 30, 2020.

"As we navigate this pandemic, the performance of our 5,700+ associates has been nothing short of outstanding. I am humbled by how our people have led with our shared values in response to the daily challenges in front of us, while continuing to support our customers' needs," commented Nate Jorgensen, CEO. "Both of our businesses delivered strong financial results in the face of this unprecedented environment. Wood Products' continued focus on manufacturing cost improvements was especially notable given production curtailments and modifications. BMD's sales and income were robust, and our long-term strategy and commitment to consistently carry a broad base of in-stock products, supported by high service levels and a solid financial position, continues to deliver value to our vendor and customer partners in the supply chain, as well as our shareholders."

Second Quarter 2020 Highlights

2Q 2020 2Q 2019 % change
(in thousands, except per-share data and percentages)
Consolidated Results
Sales $ 1,242,760 $ 1,230,081 1 %
Net income 33,586 27,718 21 %
Net income per common share - diluted 0.85 0.71 20 %
Adjusted EBITDA ^1^ 71,776 64,544 11 %
Segment Results
Wood Products sales $ 281,505 $ 334,256 (16) %
Wood Products income 17,074 18,908 (10) %
Wood Products EBITDA ^1^ 31,005 33,000 (6) %
Building Materials Distribution sales 1,134,260 1,097,421 3 %
Building Materials Distribution income 43,210 33,800 28 %
Building Materials Distribution EBITDA ^1^ 48,794 38,828 26 %

^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, our Wood Products segment implemented certain production changes early in the second quarter, including temporary curtailments and reduced operating schedules at essentially all of our manufacturing facilities, to respond to weaker anticipated demand for the products we manufacture. Activity through the building products supply chain was weak early in the second quarter in response to COVID-19 uncertainties, including shelter-in-place orders in effect in many states, guidelines limiting activity for non-essential businesses, and other rules that limited the number of trade workers that can be on a residential construction site at one time. As restrictions were loosened or rescinded, construction activity resumed mid-quarter and continued at a robust pace through the end of the quarter. Our BMD warehouse sales were particularly strong 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 elevated 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. For further discussion of the impacts and our continued response to COVID-19, see 'Balance Sheet and Liquidity' and 'Outlook' below.

In the second quarter 2020, total U.S. housing starts decreased 17% compared to the same period last year. Single-family housing starts, the primary driver of our sales volumes, also decreased 13%. On a year-to-date basis through June 2020, total and single-family housing starts were relatively flat compared with the same period in 2019.

Wood Products

Wood Products sales, including sales to Building Materials Distribution (BMD), decreased $52.8 million, or 16%, to $281.5 million for the three months ended June 30, 2020, from $334.3 million for the three months ended June 30, 2019. The decrease in sales was driven primarily by lower sales volumes for I-joists and LVL (I-joists and LVL are collectively referred to as EWP), as well as decreased sales volumes for plywood. In addition, lumber, LVL, and I-joists net sales prices also decreased. These decreases were offset partially by increases in sales prices for plywood.

Wood Products segment income decreased $1.8 million to $17.1 million for the three months ended June 30, 2020, from $18.9 million for the three months ended June 30, 2019. The decrease in segment income was due primarily to lower sales volumes and prices of EWP, as well as lower lumber sales prices. These decreases were offset partially by higher plywood sales prices and lower wood fiber costs.

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

2Q 2020 vs. 2Q 2019 2Q 2020 vs. 1Q 2020
Average Net Selling Prices
LVL (2)% (1)%
I-joists (1)% (1)%
Plywood 6% 7%
Sales Volumes
LVL (16)% (18)%
I-joists (18)% (17)%
Plywood (8)% (1)%

Building Materials Distribution

BMD's sales increased $36.8 million, or 3%, to $1,134.3 million for the three months ended June 30, 2020, from $1,097.4 million for the three months ended June 30, 2019. Compared with the same quarter in the prior year, the overall increase in sales was driven by a sales price increase of 4%, offset partially by a sales volume decrease of 1%. By product line, commodity sales increased 9%, general line product sales increased 4%, and sales of EWP (substantially all of which is sourced through our Wood Products segment) decreased 10%.

BMD segment income increased $9.4 million to $43.2 million for the three months ended June 30, 2020, from $33.8 million in the comparative prior year quarter. The increase in segment income was driven primarily by a gross margin increase of $16.3 million, resulting from improved gross margins on commodity products compared with second quarter 2019. This improvement was offset partially by increased selling and distribution expenses and general and administrative expenses of $5.0 million and $1.2 million, respectively.

Balance Sheet and Liquidity

Boise Cascade ended second quarter 2020 with $361.4 million of cash and cash equivalents and $345.4 million of undrawn committed bank line availability, for total available liquidity of $706.8 million. The Company had $440.2 million of outstanding debt at June 30, 2020.

On July 27, 2020, we issued a $400 million aggregate amount of 4.875% senior notes due July 1, 2030 (2030 Notes), to fund the repurchase of any and all of our $350 million aggregate principal amount of 5.625% senior notes due 2024 (2024 Notes) in a cash tender offer, to redeem any 2024 Notes that remain outstanding after the consummation of the tender offer, to pay off our American AgCredit Term Loan of $45.0 million, and to pay fees and expenses related to the offering of the 2030 Notes and incurred in connection with the repurchase of the 2024 Notes. In connection with the repurchase and redemption of our 2024 Notes, we expect to recognize a pre-tax loss on extinguishment of debt of approximately $14.0 million during the third quarter of 2020.

We announced to plan participants that we will freeze accrual of all benefits on our qualified defined benefit pension plan (Pension Plan) effective August 31, 2020, as well as our intention to terminate the Pension Plan (Plan Termination). As part of the Plan Termination process, we expect to repurchase two BMD locations leased from the Pension Plan for approximately $12 million, and we do not expect the Plan Termination to result in a meaningful amount of additional cash contributions to the Pension Plan. We intend to enter into an agreement with an insurance company to transfer all remaining assets and liabilities in the Pension Plan as soon as practicable.

In response to the uncertainty of 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. We have also reduced discretionary spending and have identified 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 operating results and cash flows for the remainder of 2020 and into 2021, 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 the remainder of 2020 from cash on hand and, if necessary, borrowings under our revolving credit facility.

Dividends

On July 30, 2020, our board of directors declared a dividend of $0.10 per share on our common stock, payable on September 15, 2020, to stockholders of record on September 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 third quarter, Wood Products is in the process of attempting to restore production rates to pre-COVID-19 levels in response to strong end-product demand. 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.

As of July 2020, the Blue Chip Economic Indicators consensus forecast for 2020 and 2021 single- and multi-family housing starts in the U.S. were 1.19 million and 1.27 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, the impacts of COVID-19 on residential construction are uncertain. In particular, 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. Beyond economic uncertainties, the pandemic may improve the demand for single-family residential construction as homeowners consider a transition to less densely populated geographies. Furthermore, with homeowners spending more time at home, repair and remodel spending may continue to strengthen as homeowners invest in existing homes.

Increased construction activity in May and June of 2020, when coupled with second quarter capacity curtailments of commodity products across the industry, have created supply/demand imbalances in the marketplace. As such, order files at the manufacturing level have extended, and composite lumber and panel prices at the end of the second quarter were 30-40% above price realizations early in the quarter. We anticipate that commodity products pricing in the third quarter of 2020 will be subject to price volatility 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.

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 second quarter earnings and our continued response to the COVID-19 situation on Monday, August 3, 2020, at 11 a.m. Eastern.

To participate in the conference call, dial 844-795-4410 and use participant passcode 3079863 (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, August 3, 2020, at 2 p.m. Eastern through Monday, August 10, 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 3079863. 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.

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.

Boise Cascade Company

Consolidated Statements of Operations

(in thousands, except per-share data)

Three Months Ended Six Months Ended
June 30 March 31, 2020 June 30
2020 2019 2020 2019
Sales $ 1,242,760 $ 1,230,081 $ 1,170,534 $ 2,413,294 $ 2,272,167
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation) 1,048,902 1,049,655 992,270 2,041,172 1,947,477
Depreciation and amortization 19,899 19,454 35,332 55,231 38,671
Selling and distribution expenses 103,566 98,866 99,463 203,029 185,892
General and administrative expenses 18,755 16,786 16,084 34,839 33,461
Loss on curtailment of facility 38 1,669 1,707
Other (income) expense, net (170) 188 169 (1) (120)
1,190,990 1,184,949 1,144,987 2,335,977 2,205,381
Income from operations 51,770 45,132 25,547 77,317 66,786
Foreign currency exchange gain (loss) 409 248 (873) (464) 410
Pension expense (excluding service costs) (302) (290) (387) (689) (589)
Interest expense (6,633) (6,486) (6,421) (13,054) (12,923)
Interest income 190 416 655 845 908
Change in fair value of interest rate swaps (514) (1,551) (2,314) (2,828) (2,534)
(6,850) (7,663) (9,340) (16,190) (14,728)
Income before income taxes 44,920 37,469 16,207 61,127 52,058
Income tax provision (11,334) (9,751) (4,007) (15,341) (12,951)
Net income $ 33,586 $ 27,718 $ 12,200 $ 45,786 $ 39,107
Weighted average common shares outstanding:
Basic 39,312 39,087 39,163 39,238 38,986
Diluted 39,387 39,199 39,405 39,381 39,185
Net income per common share:
Basic $ 0.85 $ 0.71 $ 0.31 $ 1.17 $ 1.00
Diluted $ 0.85 $ 0.71 $ 0.31 $ 1.16 $ 1.00
Dividends declared per common share $ 0.10 $ 0.09 $ 0.10 $ 0.20 $ 0.18

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

Wood Products Segment

Statements of Operations

(in thousands, except percentages)

Three Months Ended Six Months Ended
June 30 March 31, 2020 June 30
2020 2019 2020 2019
Segment sales $ 281,505 $ 334,256 $ 320,061 $ 601,566 $ 653,779
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation) 239,626 289,545 274,034 513,660 572,575
Depreciation and amortization 13,931 14,092 29,603 43,534 27,830
Selling and distribution expenses 7,552 7,861 7,984 15,536 15,566
General and administrative expenses 3,451 3,473 3,012 6,463 7,101
Loss on curtailment of facility 38 1,669 1,707
Other (income) expense, net (167) 377 (4) (171) 169
264,431 315,348 316,298 580,729 623,241
Segment income $ 17,074 $ 18,908 $ 3,763 $ 20,837 $ 30,538
(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) 85.1 % 86.6 % 85.6 % 85.4 % 87.6 %
Depreciation and amortization 4.9 % 4.2 % 9.2 % 7.2 % 4.3 %
Selling and distribution expenses 2.7 % 2.4 % 2.5 % 2.6 % 2.4 %
General and administrative expenses 1.2 % 1.0 % 0.9 % 1.1 % 1.1 %
Loss on curtailment of facility % % 0.5 % 0.3 % %
Other (income) expense, net (0.1 %) 0.1 % % % %
93.9 % 94.3 % 98.8 % 96.5 % 95.3 %
Segment income 6.1 % 5.7 % 1.2 % 3.5 % 4.7 %

Building Materials Distribution Segment

Statements of Operations

(in thousands, except percentages)

Three Months Ended Six Months Ended
June 30 March 31, 2020 June 30
2020 2019 2020 2019
Segment sales $ 1,134,260 $ 1,097,421 $ 1,049,997 $ 2,184,257 $ 2,005,129
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation) 982,385 961,862 917,841 1,900,226 1,762,062
Depreciation and amortization 5,584 5,028 5,344 10,928 10,160
Selling and distribution expenses 95,958 90,950 91,423 187,381 170,215
General and administrative expenses 7,206 5,967 6,135 13,341 11,661
Other (income) expense, net (83) (186) (48) (131) (286)
1,091,050 1,063,621 1,020,695 2,111,745 1,953,812
Segment income $ 43,210 $ 33,800 $ 29,302 $ 72,512 $ 51,317
(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) 86.6 % 87.6 % 87.4 % 87.0 % 87.9 %
Depreciation and amortization 0.5 % 0.5 % 0.5 % 0.5 % 0.5 %
Selling and distribution expenses 8.5 % 8.3 % 8.7 % 8.6 % 8.5 %
General and administrative expenses 0.6 % 0.5 % 0.6 % 0.6 % 0.6 %
Other (income) expense, net % % % % %
96.2 % 96.9 % 97.2 % 96.7 % 97.4 %
Segment income 3.8 % 3.1 % 2.8 % 3.3 % 2.6 %

Segment Information

(in thousands)

Three Months Ended Six Months Ended
June 30 March 31, 2020 June 30
2020 2019 2020 2019
Segment sales
Wood Products $ 281,505 $ 334,256 $ 320,061 $ 601,566 $ 653,779
Building Materials Distribution 1,134,260 1,097,421 1,049,997 2,184,257 2,005,129
Intersegment eliminations (173,005) (201,596) (199,524) (372,529) (386,741)
Total net sales $ 1,242,760 $ 1,230,081 $ 1,170,534 $ 2,413,294 $ 2,272,167
Segment income
Wood Products $ 17,074 $ 18,908 $ 3,763 $ 20,837 $ 30,538
Building Materials Distribution 43,210 33,800 29,302 72,512 51,317
Total segment income 60,284 52,708 33,065 93,349 81,855
Unallocated corporate costs (8,514) (7,576) (7,518) (16,032) (15,069)
Income from operations $ 51,770 $ 45,132 $ 25,547 $ 77,317 $ 66,786
Segment EBITDA (a)
Wood Products $ 31,005 $ 33,000 $ 33,366 $ 64,371 $ 58,368
Building Materials Distribution 48,794 38,828 34,646 83,440 61,477

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

Boise Cascade Company

Consolidated Balance Sheets

(in thousands)

June 30, 2020 December 31, 2019
ASSETS
Current
Cash and cash equivalents $ 361,436 $ 285,237
Receivables
Trade, less allowances of $890 and $591 350,673 215,894
Related parties 417 568
Other 9,772 15,184
Inventories 456,129 497,596
Prepaid expenses and other 14,716 8,285
Total current assets 1,193,143 1,022,764
Property and equipment, net 446,773 476,949
Operating lease right-of-use assets 64,676 64,228
Finance lease right-of-use assets 30,101 21,798
Timber deposits 14,212 12,287
Goodwill 60,382 60,382
Intangible assets, net 17,186 17,797
Deferred income taxes 7,620 7,952
Other assets 6,982 9,194
Total assets $ 1,841,075 $ 1,693,351

Boise Cascade Company

Consolidated Balance Sheets (continued)

(in thousands, except per-share data)

June 30, 2020 December 31, 2019
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable
Trade $ 320,839 $ 222,930
Related parties 1,835 1,624
Accrued liabilities
Compensation and benefits 78,386 83,943
Income taxes payable 7,391
Interest payable 6,696 6,723
Other 70,140 69,772
Total current liabilities 485,287 384,992
Debt
Long-term debt 440,178 440,544
Other
Compensation and benefits 42,205 45,586
Operating lease liabilities, net of current portion 58,913 58,029
Finance lease liabilities, net of current portion 31,816 23,419
Deferred income taxes 25,333 26,694
Other long-term liabilities 17,635 12,757
175,902 166,485
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 533,406 533,345
Accumulated other comprehensive loss (49,883) (50,248)
Retained earnings 394,648 356,698
Total stockholders' equity 739,708 701,330
Total liabilities and stockholders' equity $ 1,841,075 $ 1,693,351

Boise Cascade Company

Consolidated Statements of Cash Flows

(in thousands)

Six Months Ended June 30
2020 2019
Cash provided by (used for) operations
Net income $ 45,786 $ 39,107
Items in net income not using (providing) cash
Depreciation and amortization, including deferred financing costs and other 56,295 39,821
Stock-based compensation 3,345 4,069
Pension expense 1,023 911
Deferred income taxes (1,501) 5,629
Change in fair value of interest rate swaps 2,828 2,534
Loss on curtailment of facility (excluding severance) 1,476
Other 164 (33)
Decrease (increase) in working capital, net of acquisitions
Receivables (129,532) (93,977)
Inventories 41,102 13,324
Prepaid expenses and other (6,989) (4,773)
Accounts payable and accrued liabilities 95,505 45,355
Pension contributions (1,062) (927)
Income taxes payable 8,616 16,735
Other 1,220 (923)
Net cash provided by operations 118,276 66,852
Cash provided by (used for) investment
Expenditures for property and equipment (28,849) (32,824)
Acquisitions of businesses and facilities (15,675)
Proceeds from sales of facilities 2,493
Proceeds from sales of assets and other 406 1,395
Net cash used for investment (28,443) (44,611)
Cash provided by (used for) financing
Borrowings of long-term debt, including revolving credit facility 5,500
Payments of long-term debt, including revolving credit facility (5,500)
Dividends paid on common stock (8,562) (7,562)
Tax withholding payments on stock-based awards (3,309) (3,574)
Other (1,763) (369)
Net cash used for financing (13,634) (11,505)
Net increase in cash and cash equivalents 76,199 10,736
Balance at beginning of the period 285,237 191,671
Balance at end of the period $ 361,436 $ 202,407

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 June 30, 2020 and 2019, and March 31, 2020, and the six months ended June 30, 2020 and 2019:

Three Months Ended Six Months Ended
June 30 March 31, 2020 June 30
2020 2019 2020 2019
(in thousands)
Net income $ 33,586 $ 27,718 $ 12,200 $ 45,786 $ 39,107
Interest expense 6,633 6,486 6,421 13,054 12,923
Interest income (190) (416) (655) (845) (908)
Income tax provision 11,334 9,751 4,007 15,341 12,951
Depreciation and amortization 19,899 19,454 35,332 55,231 38,671
EBITDA 71,262 62,993 57,305 128,567 102,744
Change in fair value of interest rate swaps 514 1,551 2,314 2,828 2,534
Adjusted EBITDA $ 71,776 $ 64,544 $ 59,619 $ 131,395 $ 105,278

The following table reconciles segment income and unallocated corporate costs to EBITDA and adjusted EBITDA for the three months ended June 30, 2020 and 2019, and March 31, 2020, and the six months ended June 30, 2020 and 2019:

Three Months Ended Six Months Ended
June 30 March 31, 2020 June 30
2020 2019 2020 2019
(in thousands)
Wood Products
Segment income $ 17,074 $ 18,908 $ 3,763 $ 20,837 $ 30,538
Depreciation and amortization 13,931 14,092 29,603 43,534 27,830
EBITDA $ 31,005 $ 33,000 $ 33,366 $ 64,371 $ 58,368
Building Materials Distribution
Segment income $ 43,210 $ 33,800 $ 29,302 $ 72,512 $ 51,317
Depreciation and amortization 5,584 5,028 5,344 10,928 10,160
EBITDA $ 48,794 $ 38,828 $ 34,646 $ 83,440 $ 61,477
Corporate
Unallocated corporate costs $ (8,514) $ (7,576) $ (7,518) $ (16,032) $ (15,069)
Foreign currency exchange gain (loss) 409 248 (873) (464) 410
Pension expense (excluding service costs) (302) (290) (387) (689) (589)
Change in fair value of interest rate swaps (514) (1,551) (2,314) (2,828) (2,534)
Depreciation and amortization 384 334 385 769 681
EBITDA (8,537) (8,835) (10,707) (19,244) (17,101)
Change in fair value of interest rate swaps 514 1,551 2,314 2,828 2,534
Corporate adjusted EBITDA $ (8,023) $ (7,284) $ (8,393) $ (16,416) $ (14,567)
Total company adjusted EBITDA $ 71,776 $ 64,544 $ 59,619 $ 131,395 $ 105,278

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 8,520
I-joist sales volume (MELF) 59,487 49,514 109,001
Plywood sales volume (MSF 3/8") 317,843 313,995 631,838
Lumber sales volume (MBF) 22,807 21,901 44,708
LVL mill net sales price ($/CF) $ 18.50 $ 18.36 $ 18.44
I-joist mill net sales price ($/MELF) $ 1,276 $ 1,260 $ 1,268
Plywood net sales price ($/MSF 3/8") $ 267 $ 287 $ 277
Lumber net sales price ($/MBF) $ 520 $ 535 $ 528
Segment sales (000) $ 320,061 $ 281,505 $ 601,566
Segment income $ 3,763 $ 17,074 $ 20,837
Segment depreciation and amortization (000)^3^ $ 29,603 $ 13,931 $ 43,534
Segment EBITDA (000)^1^ $ 33,366 $ 31,005 $ 64,371
EBITDA as a percentage of sales 10.4 % 11.0 % 10.7 %
Capital spending (000) $ 11,341 $ 5,644 $ 16,985
Receivables (000) $ 69,136 $ 67,674
Inventories (000) $ 164,230 $ 140,120
Accounts payable (000) $ 44,315 $ 38,898
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 % 42.6 %
General line sales 37.9 % 39.5 % 38.7 %
EWP sales 20.2 % 17.3 % 18.8 %
Total sales (000) $ 1,049,997 $ 1,134,260 $ 2,184,257
Gross margin^1^ 12.6 % 13.4 % 13.0 %
Segment income (000) $ 29,302 $ 43,210 $ 72,512
Segment depreciation and amortization (000) $ 5,344 $ 5,584 $ 10,928
Segment EBITDA (000)^2^ $ 34,646 $ 48,794 $ 83,440
EBITDA as a percentage of sales 3.3 % 4.3 % 3.8 %
Capital spending (000) $ 6,528 $ 4,358 $ 10,886
Receivables (000) $ 304,082 $ 322,430
Inventories (000) $ 372,084 $ 316,008
Accounts payable (000) $ 282,886 $ 297,147
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

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

(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 $ 33,586 $ 45,786
Interest expense 6,421 6,633 13,054
Interest income (655) (190) (845)
Income tax provision 4,007 11,334 15,341
Depreciation and amortization 35,332 19,899 55,231
EBITDA 57,305 71,262 128,567
Change in fair value of interest rate swaps 2,314 514 2,828
Adjusted EBITDA $ 59,619 $ 71,776 $ 131,395
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 second 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 July 31, 2020.

5