bcc-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q


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

	For the quarterly period ended	March 31, 2024

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

For the transition period from to

Commission File Number: 001-35805

Boise Cascade Company

(Exact name of registrant as specified in its charter)


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

1111 West Jefferson Street Suite 300

Boise, Idaho 83702-5389

(Address of principal executive offices) (Zip Code)

(208) 384-6161

(Registrant's telephone number, including area code)

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

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

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

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

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

Emerging growth company ☐

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

Act. o

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

Yes ☐ No x

There were 39,479,295 shares of the registrant's common stock, $0.01 par value per share, outstanding on April 26, 2024.

Table of Contents


PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements	1
	Condensed Notes to Unaudited Quarterly Consolidated Financial Statements	8
	1. Nature of Operations and Consolidation	8
	2. Summary of Significant Accounting Policies	8
	3. Income Taxes	12
	4. Net Income Per Common Share	12
	5. Acquisition	13
	6. Goodwill and Intangible Assets	14
	7. Debt	15
	8. Leases	17
	9. Stock-Based Compensation	19
	10. Stockholders' Equity	20
	11. Transactions With Related Party	21
	12. Segment Information	22
	13. Commitments, Legal Proceedings and Contingencies, and Guarantees	23
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
	Understanding Our Financial Information	24
	Executive Overview	25
	Factors That Affect Our Operating Results and Trends	25
	Our Operating Results	27

	Liquidity and Capital Resources	30
	Guarantees	32
	Seasonal Influences	32
	Employees	33
	Disclosures of Financial Market Risks	33
	Environmental	33
	Critical Accounting Estimates	33
	New and Recently Adopted Accounting Standards	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	34

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	36
Item 6.	Exhibits	36
	Signatures	37

Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Boise Cascade Company

Consolidated Statements of Operations

(unaudited)


	Three Months Ended March 31
	2024		2023
	(thousands, except per-share data)
Sales	$	1,645,420	$	1,544,329

Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	1,307,439		1,230,635
Depreciation and amortization	35,850		31,186
Selling and distribution expenses	144,110		128,788
General and administrative expenses	25,117		26,463

Other (income) expense, net	(78)		(345)
	1,512,438		1,416,727

Income from operations	132,982		127,602

Foreign currency exchange loss	(299)		(73)
Pension expense (excluding service costs)	(37)		(41)
Interest expense	(6,070)		(6,361)
Interest income	10,597		9,685
Change in fair value of interest rate swaps	(220)		(804)

	3,971		2,406

Income before income taxes	136,953		130,008
Income tax provision	(32,829)		(33,275)
Net income	$	104,124	$	96,733

Weighted average common shares outstanding:
Basic	39,608		39,593
Diluted	39,956		39,838

Net income per common share:
Basic	$	2.63	$	2.44
Diluted	$	2.61	$	2.43

Dividends declared per common share	$	0.20	$	0.15

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

Table of Contents

Boise Cascade Company

Consolidated Statements of Comprehensive Income

(unaudited)


	Three Months Ended March 31
	2024		2023
	(thousands)
Net income	$	104,124	$	96,733
Other comprehensive income, net of tax
Defined benefit pension plans

Amortization of actuarial loss, net of tax of $2 and $2, respectively	8		6

Other comprehensive income, net of tax	8		6
Comprehensive income	$	104,132	$	96,739

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

Table of Contents

Boise Cascade Company

Consolidated Balance Sheets

(unaudited)


	March 31, 2024		December 31, 2023
	(thousands)
ASSETS
Current
Cash and cash equivalents	$	890,247	$	949,574

Receivables
Trade, less allowances of $4,020 and $3,278	480,579		352,780
Related parties	225		181
Other	13,476		20,740
Inventories	814,596		712,369

Prepaid expenses and other	17,549		21,170
Total current assets	2,216,672		2,056,814

Property and equipment, net	934,286		932,633
Operating lease right-of-use assets	61,378		62,868
Finance lease right-of-use assets	24,172		24,003
Timber deposits	6,898		7,208

Goodwill	170,254		170,254
Intangible assets, net	185,836		190,743
Deferred income taxes	4,748		4,854
Other assets	10,184		9,269
Total assets	$	3,614,428	$	3,458,646

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

Table of Contents

Boise Cascade Company

Consolidated Balance Sheets (continued)

(unaudited)


	March 31, 2024		December 31, 2023
	(thousands, except per-share data)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current

Accounts payable
Trade	$	460,244	$	310,175
Related parties	1,281		1,501
Accrued liabilities
Compensation and benefits	69,308		149,561
Income taxes payable	21,774		—
Interest payable	5,083		9,958

Other	127,036		122,921
Total current liabilities	684,726		594,116

Debt
Long-term debt	445,502		445,280

Other
Compensation and benefits	39,223		40,189
Operating lease liabilities, net of current portion	54,850		56,425
Finance lease liabilities, net of current portion	28,347		28,084
Deferred income taxes	87,078		82,014
Other long-term liabilities	17,500		16,874
	226,998		223,586

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, 45,127 and 44,983 shares issued, respectively	451		450
Treasury stock, 5,649 and 5,443 shares at cost, respectively	(172,377)		(145,335)
Additional paid-in capital	553,821		560,697
Accumulated other comprehensive loss	(509)		(517)
Retained earnings	1,875,816		1,780,369
Total stockholders' equity	2,257,202		2,195,664
Total liabilities and stockholders' equity	$	3,614,428	$	3,458,646

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

Table of Contents

Boise Cascade Company

Consolidated Statements of Cash Flows

(unaudited)


	Three Months Ended March 31
	2024		2023
	(thousands)
Cash provided by (used for) operations
Net income	$	104,124	$	96,733
Items in net income not using (providing) cash
Depreciation and amortization, including deferred financing costs and other	36,621		31,853
Stock-based compensation	4,105		3,324
Pension expense	37		41
Deferred income taxes	5,062		3,393
Change in fair value of interest rate swaps	220		804

Other	55		(518)

Decrease (increase) in working capital, net of acquisitions
Receivables	(119,235)		(111,253)
Inventories	(103,331)		(41,247)
Prepaid expenses and other	(1,689)		(1,428)
Accounts payable and accrued liabilities	75,041		36,181

Income taxes payable	25,834		28,631

Other	618		1,478
Net cash provided by operations	27,462		47,992

Cash provided by (used for) investment
Expenditures for property and equipment	(34,330)		(30,063)
Acquisitions of businesses and facilities	(3,387)		—

Proceeds from sales of assets and other	559		565
Net cash used for investment	(37,158)		(29,498)

Cash provided by (used for) financing



Treasury stock purchased	(26,971)		(1,482)
Dividends paid on common stock	(11,205)		(8,258)
Tax withholding payments on stock-based awards	(10,980)		(5,926)



Other	(475)		(451)
Net cash used for financing	(49,631)		(16,117)

Net increase (decrease) in cash and cash equivalents	(59,327)		2,377

Balance at beginning of the period	949,574		998,344

Balance at end of the period	$	890,247	$	1,000,721

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

Table of Contents

Boise Cascade Company

Consolidated Statements of Stockholders' Equity

(unaudited)


	Common Stock			Treasury Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Total
	Shares	Amount		Shares	Amount
	(thousands)
Balance at December 31, 2023	44,983	$	450	5,443	$	(145,335)	$	560,697	$	(517)	$	1,780,369	$	2,195,664
Net income											104,124		104,124
Other comprehensive income									8				8
Common stock issued	144	1											1
Treasury stock purchased				206	(26,971)								(26,971)
Stock-based compensation							4,105						4,105
Common stock dividends ($0.20 per share)											(8,677)		(8,677)
Tax withholding payments on stock-based awards							(10,980)						(10,980)

Other					(71)		(1)						(72)
Balance at March 31, 2024	45,127	$	451	5,649	$	(172,377)	$	553,821	$	(509)	$	1,875,816	$	2,257,202

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

Table of Contents

Boise Cascade Company

Consolidated Statements of Stockholders' Equity (continued)

(unaudited)


	Common Stock			Treasury Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Total
	Shares	Amount		Shares	Amount
	(thousands)
Balance at December 31, 2022	44,827	$	448	5,367	$	(138,909)	$	551,215	$	(520)	$	1,645,741	$	2,057,975
Net income											96,733		96,733
Other comprehensive income									6				6
Common stock issued	156	2											2
Treasury stock purchased				25	(1,482)								(1,482)
Stock-based compensation							3,324						3,324
Common stock dividends ($0.15 per share)											(6,110)		(6,110)
Tax withholding payments on stock-based awards							(5,926)						(5,926)

Other							(2)						(2)
Balance at March 31, 2023	44,983	$	450	5,392	$	(140,391)	$	548,611	$	(514)	$	1,736,364	$	2,144,520

See accompanying